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Tuesday 15 May, 2007

Tulip Holdings Ltd

Offer Update

Tulip Holdings Limited
15 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

15 May 2007



                             Tulip Holdings Limited


                      Amendment to Irrevocable Commitments


                        (Rule 8.4 of the Takeover Code)



On 20 April 2007 the boards of Tulip Holdings Limited ('Tulip') and Trace Group
plc ('Trace') 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.



Tulip announced on 14 May 2007 that it had at that date received irrevocable
undertakings in respect of a total of 6,730,757 Trace Shares representing
approximately 47.24 per cent. of Trace Shares, which do not fall away in the
event of a higher offer and that such undertakings are irrevocable for a period
of 12 months from signing.  Tulip is now able to confirm that it has received
further irrevocable undertakings, on the same terms as above, in respect of a
further 181,469 Trace Shares representing 1.27 per cent of Trace Shares.



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



Tulip is pleased to announce that as at 15 May 2007, it has received irrevocable
undertakings in respect of a total of 10,352,226 Trace Shares representing
approximately 72.65 per cent. of Trace Shares.



The irrevocable undertakings already given on 19 April 2007, from Colin and
Denise Clarke, Richard Wolfe, John Murphy and Elizabeth Hanchet, Michael and
Janet Flynn, Connel Torley, Zigmond and Yvonne Levy and Peter Stolerman
totalling 5,622,543 Trace Shares representing approximately 39.46 per cent. of
Trace Shares, that do not fall away in the event of a higher offer, were each
amended on 14 May 2007 such that the undertakings given are irrevocable for a
period of 12 months from 14 May 2007.



The additional irrevocable undertakings that were announced on 14 May 2007 and
in this announcement are in respect of, in aggregate, 1,289,683 shares,
representing approximately 9.05 per cent. of Trace Shares and are given for a
period of 12 months from 14 May 2007.  These irrevocable undertakings have been
given by:


Shareholder Name                        number of shares o which the        Percentage of Trace Shares
                                        irrevocable undertaking applies
Doug Eastabrook                         330,469                             2.32%
Ann Claxton                             223,141                             1.57%
Roger Claxton                           180,788                             1.27%
Ian Winchester                          100,000                             0.70%
Carole Moore                            54,647                              0.38%
Peter Carabott                          52,438                              0.37%
Julian Mancell-Smith                    33,303                              0.23%
Nick Tonge                              30,169                              0.21%
Patricia Matheson                       24,131                              0.17%
Tony Davis                              21,634                              0.15%
Julia Mancell-Smith                     17,890                              0.13%
James Ebel                              17,043                              0.12%
Marilyn Lawless                         15,891                              0.11%
Adam Levy                               15,175                              0.11%
David Bacon                             14,907                              0.10%
Paul Mortimer                           13,637                              0.10%
Richard Fok-Seang                       12,478                              0.09%
Bianca Levy                             12,000                              0.08%
Chrispin Levy                           12,000                              0.08%
Ruth Wolfe Charitable Trust             10,000                              0.07%
Paul Donnelly                           9,456                               0.07%
Julian Penfold                          8,573                               0.06%
John Davis                              8,498                               0.06%
Kathy Donnelly                          6,513                               0.05%
Phil Pearson                            6,397                               0.04%
Trudy Pearson                           6,250                               0.04%
Garreth O'Neill                         6,112                               0.04%
Xenia McGrane                           5,172                               0.04%
Aisha Hussain                           4,838                               0.03%
Ian Treadgold                           4,475                               0.03%
Sheila Bow                              4,000                               0.03%
Hermine King                            3,648                               0.03%
Kathy Tong                              3,131                               0.02%
Andrew Booth                            3,000                               0.02%
Linda Letch                             2,738                               0.02%
Eamonn Brown                            2,375                               0.02%
Mary Davis                              2,237                               0.02%
Terry Hooper                            2,198                               0.02%
Pete Geraghty                           2,029                               0.01%
Graham Pointer                          1,748                               0.01%
Tony Abbott                             1,536                               0.01%
Sid Chekhar                             1,107                               0.01%
Dave Marchant                           1,000                               0.01%
Jerry Baker                             900                                 0.01%
Kevin Grice                             11                                  0.00%


Sub total                               1,289,683                           9.05%

Irrevocables that do not fall away in   5,622,543                           39.46 %
the event of a higher offer announced
on 19 April and now amended

Total irrevocable undertakings that do  6,912,226                           48.51%
not fall away in the event of a higher
offer and are for a period of 12 months
from 14 May 2007.








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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