Information  X 
Enter a valid email address

Trace Group PLC (TCC)

  Print          Annual reports

Friday 18 May, 2007

Trace Group PLC

Offer Update

Trace Group PLC
18 May 2007

Trace Group plc

18 May 2007

          Update announcement regarding the recommended proposals for
         the acquisition of Trace Group plc ('Trace' or 'the Company')
                      by Tulip Holdings Limited ('Tulip')

On 17 May 2007, the independent directors of Trace (being, Mr. Daniel Chapchal,
Professor David Begg, Mr. Colin Clarke and Mr. Robin Woodall ('the Independent
Directors')) announced that they had sought from Tulip clarification in relation
to all of the irrevocable commitments received to accept its offer to acquire
Trace (at 135p per share in cash to be effected by way of a scheme of
arrangement pursuant to section 425 of the Companies Act 425 ('the Irrevocable
Commitments' or 'the Tulip Offer', as appropriate)). Furthermore, it was decided
that, pending receipt of such clarification, it was in the best interests of
Trace shareholders that the Trace Court Meeting and Trace Extraordinary General
Meeting (together, 'the Meetings') should be adjourned.

The Company is still awaiting appropriate clarification in relation to the
Irrevocable Commitments. As a result, it has been decided to postpone the date
of the adjourned Meetings. The revised estimated timetable of principal events
is therefore as follows:

Trace Court Meeting                            10.00 a.m. on 31 May 2007

Trace Extraordinary General Meeting            10.15 a.m. on 31 May 2007

First Court Hearing                                         15 June 2007

Second Court Hearing                                        19 June 2007

Effective Date of the Tulip Scheme                          20 June 2007

An update circular will be sent to all Trace shareholders as soon as practicable
setting out the dates for the Trace Court Meeting and the Trace Extraordinary
General Meeting and basis for the decision to adjourn the meetings and
summarising the additional information which the Independent Directors wish to
place before the Trace shareholders in the adjourned meetings.

The adjournment of the Meetings will allow the Independent Directors to clarify
the position in relation to all irrevocable commitments to accept the Tulip
Offer which have been gathered to date.

The Independent Directors (who are so advised by Shore Capital and Corporate
Limited) urge Trace shareholders to take no action in relation to the Tulip
Offer for the time being, pending a further update from the Company.


Trace Group plc                       Telephone: +44 (0) 20 7825 1000
Daniel Chapchal                       Telephone: +44 (0) 7836 512 549
David Begg                            Telephone: +44 (0) 20 7825 1000

Shore Capital and Corporate Limited   Telephone: +44 (0) 20 7408 4090
(Financial adviser to Trace)
Alex Borrelli
Pascal Keane

Shore Capital, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Trace and no one else in
connection with the Tulip Offer and will not be responsible to anyone other than
Trace for providing the protections afforded to clients of Shore Capital nor for
providing advice in relation to the Tulip Offer, the content of this
announcement or any matter referred to herein.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1 per cent. or more of any class of 'relevant securities' of Trace Group plc,
all 'dealings' in any 'relevant securities' of that company (including by means
of an option in respect of, or a derivative referenced to, any such 'relevant
securities') must be publicly disclosed by no later than 3.30 pm (London time)
on the London business day following the date of the relevant transaction. This
requirement will continue until the date on which any offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the 'offer period' otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an 'interest' in 'relevant securities' of Trace Group plc, they will be
deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Trace Group plc by Trace Group plc or Tulip Holdings Limited, or
by any of their respective 'associates', must be disclosed by no later than
12.00 noon (London time) on the London business day following the date of the
relevant transaction. A disclosure table, giving details of the companies in
whose 'relevant securities' 'dealings' should be disclosed, and the number of
such securities in issue, can be found on the Takeover Panel's website at

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.

                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                           

a d v e r t i s e m e n t