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Monday 14 May, 2007

Tulip Holdings Ltd

Offer Update

Tulip Holdings Limited
14 May 2007


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION




Tulip Holdings Limited
14 May 2007



                             Tulip Holdings Limited


                            Irrevocable Commitments
                        (Rule 8.4 of the Takeover Code)


On 20 April 2007 the boards of Tulip Holdings Limited announced that they had
reached agreement on the terms of a recommended cash offer for the whole of the
issued and to be issued share capital of Trace Group plc ('Trace').



On 19 April 2007 Tulip Holdings Limited received an irrevocable undertaking to
accept the Offer from Daniel Chapchal, Richard Wolfe Colin Clarke, Richard
Wolfe, John Murphy, Michael Flynn, Connel Torley, Zigmond Levy and Peter
Stolerman in respect of a total of 9,062,543 Trace Group plc Shares,
representing approximately 63.54 per cent. of the existing issued share capital
of Trace.



The irrevocable undertakings given by Colin Clarke, Richard Wolfe, John Murphy,
Michael Flynn, Connel Torley, Zigmond Levy and Peter Stolerman totalling
5,622,543 Trace Shares, representing approximately 39.46 per cent. of Trace
Shares do not fall away in the event of a higher offer and the undertakings
given are irrevocable for a period of 12 months from 19 April 2007.



The irrevocable undertakings given by Daniel Chapchal and Mark Dixon totalling
3,440,000 Trace Shares, representing approximately 24.14 per cent. of Trace
Shares fall away in the event of a competing offer of 150p per share or higher.



Tulip Holdings Limited has been seeking additional irrevocable undertakings and
has to date received such undertakings from staff and certain other private
shareholders that do not fall away in the event of a higher offer. The
undertakings given are irrevocable for a period of 12 months from 14 May 2007 in
respect of, in aggregate, 1,108,214 shares, representing approximately 7.78 per
cent. of Trace's existing issued share capital.



Accordingly, Tulip Holdings Limited has to date received irrevocable
undertakings totalling 6,730,757 Trace Shares, representing approximately 47.24
per cent. of Trace Shares that do not fall away in the event of a higher offer
and the undertakings given are irrevocable for a period of 12 months from
signing.



Terms used in this announcement shall have the same meaning as set out in the
Rule 2.5 Announcement posted to Trace's Shareholders on 26 April 2007.



Enquiries:



Tulip Holdings Limited                        Telephone: +44 (0) 20 7825 1000
Richard Wolfe
Peter Stolerman


Charles Stanley Securities                    Telephone: +44 (0) 20 7149 6000
(Financial adviser to Tulip)
Russell Cook
Henry Fitzgerald-O'Connor





This Announcement does not, and is not intended to, constitute or form part of
any offer to sell, or an invitation to purchase, any securities or the
solicitation of any vote or approval in any jurisdiction. The Offer will be made
solely by means of the Scheme Document, which will contain the full terms and
conditions of the Scheme. Trace Shareholders are advised to read carefully the
formal documentation in relation to the Offer once it has been despatched.



The availability of the Offer and the release, publication or distribution of
this Announcement to persons who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they are located.
Persons who are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements. Any failure to comply with such
applicable requirements may constitute a violation of the securities laws of any
such jurisdictions. This Announcement has been prepared for the purposes of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this Announcement had
been prepared in accordance with the laws of jurisdictions outside the United
Kingdom.



The Offer will not be made in or into any jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction. Custodians,
nominees and trustees should observe these restrictions and should not send or
distribute the document in or into any jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction.



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






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