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Trace Group PLC (TCC)

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Tuesday 22 May, 2007

Trace Group PLC

Offer Update

Trace Group PLC
22 May 2007

Trace Group plc

22 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 18 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)). Tulip issued a further
announcement in relation to the Irrevocable Commitments on 21 May 2007.

The Independent Directors note the announcement issued earlier today by Microgen
plc ('Microgen') which states that it is now considering an increased possible
competing offer for the share capital of Trace at a price at 155 pence in cash
per ordinary Trace share.

The Independent Directors have decided that it is in the best interests of Trace
shareholders that the Trace Court Meeting and Trace Extraordinary General
Meeting (together, 'the Meetings') should be adjourned until early June 2007 to
allow Microgen time either to announce a formal offer for the share capital of
Trace or withdraw its interest in acquiring Trace. The adjournment of the
Meetings will also allow the Independent Directors to evaluate further the
possible offer from Microgen.

A revised estimated timetable of principal events will be announced as soon as

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 and Corporate Limited, 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 Proposals and will not be
responsible to anyone other than Trace for providing the protections afforded to
clients of Shore Capital and Corporate Limited nor for providing advice in
relation to the Tulip Proposals, 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
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