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Thursday 24 May, 2007

Tulip Holdings Ltd

Offer Update

Tulip Holdings Limited
24 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
24 May 2007

                             Tulip Holdings Limited
              Recommended Cash Offer for Trace Group plc ('Trace')
                            Irre
vocable Commitments

Further to the announcement made on 21 May Tulip Holdings Limited ('Tulip') is
pleased to announce further irrevocable undertakings it has now received in
respect of its recommended cash offer for Trace.

Tulip can confirm that it has received additional irrevocable undertakings that
do not fall away in the event of a higher offer but do nt include a standstill
agreement giving rise to a concert party, totalling 67,486 Trace shares,
presenting 0.47 per cent of Trace Shares.

Accordingly, as at 24 May, Tulip holds the following irrevocable undertakings in
respect of its recommended cash offer for Trace:

Soft Irrevocables

                                   Number of Trace Shares to 
                                       which the irrevocable      Percentage of 
Shareholder Name                         undertaking applies       Trace Shares

Daniel Chapchal 1                                     10,000              0.07%
Mark Dixon                                         3,430,000             24.07%
Total irrevocable undertakings that                3,440,000             24.14%
fall away in the event of a higher
offer


Hard Irrevocables without the Standstill


                                   Number of Trace Shares to 
                                       which the irrevocable      Percentage of 
Shareholder Name                         undertaking applies       Trace Shares

Colin Clarke 1                                     1,426,453             10.01%
 Debbie Able                                          28,266               0.2%
Clare Garretty                                        15,757              0.11%
Mark Holden                                            3,160              0.02%
Gladys Flynn                                           2,724              0.02%
Emmy Golding                                           2,614              0.02%
William Muir                                           2,540              0.02%
Alan Beck                                              2,297              0.02%
Sharon Thompson                                        2,294              0.02%
Anne Marie Taylor                                      1,936              0.01%
Robert Wolf                                            1,918              0.01%
Elizabeth Kaufmann                                       938              0.01%
Elizabeth Higgins                                        768              0.01%
Charlotte Burr                                           664              0.00%
Katrina Hopkins                                          573              0.00%
Nick Kaufmann                                            476              0.00%
Phillippa Kaufmann                                       461              0.00%
Mike Taylor                                              100              0.00%
Total irrevocable undertakings that do             1,493,939              10.48%
not fall away in the event of a higher
offer but do not include a standstill
agreement giving rise to a concert
party.


Hard Irrevocables with the Standstill (giving rise to a Concert Party):

The concert party presently consists of the following Trace Shareholders:


                                   Number of Trace Shares to 
                                       which the irrevocable      Percentage of 
Shareholder Name                         undertaking applies       Trace Shares

Richard Wolfe1, 2                                  3,265,771             22.92%
Zigmond Levy                                         590,187              4.14%
John Murphy2                                         134,562              0.94%
Michael Flynn                                        115,614              0.81%
Connel Torley                                         81,956              0.58%
Peter Stolerman1, 2                                    8,000              0.06%
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%


Total irrevocable undertakings that do             5,485,773             38.50%
not fall away in the event of a higher
offer and include a standstill
agreement for a period of 12 months
from 14 May 2007.

1 Director of Trace
2 Director of Tulip

Consequently, the total Trace Shares in respect of which Tulip currently holds
irrevocable undertakings which do not fall away in the event of a higher offer
is 6,979,712 or 48.98 per cent..

Terms used in this announcement shall have the same meaning as set out in the
Rule 2.5 Announcement dated 20 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.


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

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