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Monday 09 July, 2007

Tulip Holdings Ltd

Offer Update

Tulip Holdings Limited
09 July 2007


Tulip Holdings Limited


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

9 July 2007

TULIP HOLDINGS LIMITED

Details of Irrevocable undertakings in relation to Trace


The Board of Tulip is pleased to announce that it has received further
irrevocable undertakings in respect of the revised cash offer to be made by
Tulip for Trace ('Revised Offer'). Tulip now holds irrevocable undertakings for
a total of 7,135,920 Trace Shares representing 50.08 per cent. of Trace Shares.



All the irrevocable undertakings that Tulip currently holds are listed below and
will be included in the Revised Offer document which will be sent to all Trace
shareholders imminently.


Hard Irrevocables without the Standstill:



Irrevocable undertakings that do not fall away in the event of a higher offer,
effective for 12 months from either 19 April 2007 or 24 May 2007, but which will
lapse if Tulip's Revised Offer lapses or is withdrawn:


Shareholder Name                        Number of Trace Shares to which the   Percentage of Trace Shares
                                            irrevocable undertaking applies
Colin Clarke 1 *                                                  1,426,453                       10.01%
Debbie Abel                                                          28,266                        0.20%
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 Standstill (giving rise to a Concert Party):



Irrevocable undertakings that do not fall away in the event of a higher offer
and include a standstill agreement for a period of 12 months from either 19
April or 14 May 2007.


Shareholder name                           Number of Trace  Shares to which   Percentage of Trace Shares
                                        the irrevocable undertaking applies
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%
Crispin 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





Irrevocable undertakings dated 13 June 2007 that fall away in the event of an
offer of not less than 200p per Trace Share:




Shareholder name                           Number of Trace  Shares to which   Percentage of Trace Shares
                                        the irrevocable undertaking applies
Ann Webb                                                               7000                        0.05%
Derek Webb                                                           24,585                        0,17%
John Barber                                                           4,000                        0.03%
Kathryn Selwyn-Smith                                                  2,020                        0.01%
Nick Brooks                                                          17,787                        0.12%
Total irrevocable undertakings which
fall away in the event of an offer of
not less than 200p per Trace Share                                   55,392                        0.39%





In addition to the irrevocable undertakings listed above, Tulip now holds the
following additional irrevocable undertakings in respect of the Revised Offer.



Irrevocable undertakings dated 9 July 2007 that do not fall away in the event of
a higher offer.


Shareholder name                      Number of Trace Shares which the       Percentage of Trace
                                       irrevocable undertaking applies                    Shares
Jonathan Brewer                                                  3,300                     0.02%
Keith Leverton                                                   1,847                     0.01%
Nigel Young                                                     13,697                     0.10%
Peter Garretty                                                   6,312                     0.04%
Janet Wilson                                                     6,003                     0.04%
Rajesh Rajgor                                                   11,728                     0.08%
Madhu Sethi                                                     25,000                     0.18%
Ed Briggs                                                        6,021                     0.04%
Beryl Dale                                                         500                     0.00%
Dave Pierson                                                    15,213                     0.11%
Total irrevocable undertakings dated                            89,621                     0.63%
9 July 2007 that do not fall away in
the event of a higher offer.





Irrevocable undertakings dated 9 July 2007 which fall away in the event of an
offer at not less than 200p per Trace Share


Shareholder name                         Number of Trace Shares which Percentage of Trace Shares
                                          the irrevocable undertaking
                                                              applies
Robert Carefull                                                11,195                      0.08%









In aggregate, Tulip currently holds the following irrevocable undertakings in
respect of the Revised Offer for Trace:


Type of Irrevocable Undertaking            Number of Trace  Shares to which   Percentage of Trace Shares
                                         the irrevocable undertakings apply
Irrevocable undertakings that do not                              1,493,939                       10.48%
fall away in the event of a higher
offer but do not include a standstill
agreement giving rise to a concert
party.

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



Irrevocable undertakings which fall                                  55,392                        0.39%
away in the event of an offer of not
less than 200p per Trace Share dated 13
June 2007

Irrevocable undertakings which do not                                89,621                        0.63%
fall away in the event of a higher
offer dated 9 July 2007

Irrevocable undertakings which fall                                  11,195                        0.08%
away in the event an offer of not less
than 200p per trace share dated 9 July
2007

Totals                                                            7,135,920                       50.08%





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 Revised Offer will
be made solely by means of the Tulip Offer Document, which will contain the full
terms and conditions of the Revised Offer. Trace Shareholders are advised to
read carefully the formal documentation in relation to the Revised Offer once it
has been despatched.



The availability of the Revised 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 Revised 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 Revised 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 Revised Offer, the content of this
Announcement or any matter referred to herein.




                      This information is provided by RNS
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