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
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