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Tuesday 31 July, 2007

Tulip Holdings Ltd

Offer Update

Tulip Holdings Limited
31 July 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

31July 2007

                            TULIP HOLDINGS LIMITED

                      Offer for Trace Group PLC ('Trace')
                        by Tulip Holdings Ltd ('Tulip')

                      Offer declared Wholly Unconditional




The Board of Tulip is pleased to announce that as at 1.00pm today 31 July 2007,
being the final Closing Date for acceptances of the Revised Cash Offer, Tulip
has received valid acceptances for the Revised Cash Offer in respect of
6,963,300 Trace Shares, representing approximately 48.87 per cent. of the
existing issued share capital of Trace (excluding Trace Treasury Shares that are
not subject to the Revised Cash Offer) which together with 169,481 Trace Shares
beneficially owned by Tulip, representing 1.19% of the issued share capital of
Trace, total 7,132,781 Trace Shares representing 50.06 per cent. of the issued
share capital of Trace.

Tulip also announces that all conditions of the Revised Cash Offer, as set out
in the Offer Document dated 10 July 2007, have now been satisfied or waived and
the Revised Cash Offer has been declared unconditional in all respects.

Tulip announced a Revised Cash Offer for Trace at 156p per share on 13 June
2007.  On 9 July 2007 Tulip announced that it had received irrevocable
undertakings to accept the Tulip Offer in respect of a total of 7,135,920 Trace
Shares (the 'Irrevocable Undertakings') representing 50.08 per cent. of the
existing issued share capital Trace.  7,112,584 of the Irrevocable Undertakings
are included in the total valid acceptances.



Tulip's shareholding of 169,481 was acquired earlier today from certain members
of the Concert Party that had previously given Irrevocable Undertakings.



The Revised Cash Offer, which remains subject to the terms set out in the Offer
Document, will remain open for acceptance until 1.00p.m. (London time) on 14
August 2007 (unless extended by way of a further announcement).

Trace Shareholders who hold Trace Shares in certificated form (that is, not in
CREST) and wish to accept the Revised Cash Offer (and, if relevant, to elect for
the Loan Note Alternative) and have not done so already are urged to complete,
sign and return the Form of Acceptance which has been posted to them with the
Offer Document (together with their share certificate(s) and any other documents
of title) by 1.00p.m. (London time) on 14 August 2007 by post or by hand to
Computershare at PO Box 859, The Pavilions, Bridgwater Road, Bristol, BS99 1XZ.

If you hold your Trace Shares, or any of them, in uncertificated form (that is,
in CREST), to accept the Revised Cash Offer in respect of those Trace Shares
(and, if relevant, to elect for the Loan Note Alternative), you should follow
the procedure for Electronic Acceptance through CREST so that the TTE
instruction settles by 1.00p.m. (London time) on 14 August 2007.  If you hold
your Trace Shares as a CREST-sponsored member, you should refer to your CREST
sponsor as only your CREST sponsor will be able to send the necessary TTE
instructions to CRESTCo.



The consideration due under the Revised Cash Offer in respect of valid
acceptances received on or before 31 July 2007 will be dispatched on or before
14 August 2007  Settlement of consideration in respect of any further valid
acceptances will be dispatched within 14 days of receipt of such acceptances.

Loan Notes will be issued to those holders of Trace Shares who have elected to
receive Loan Notes under the Loan Note Alternative.

Save for the irrevocable undertakings described in the Revised Offer Document,
neither Tulip nor any person acting in concert with Tulip has borrowed or lent
any relevant securities nor has any arrangement in relation to relevant
securities been made. For these purposes, 'arrangement' includes any indemnity
or option arrangement, any agreement or understanding, formal or informal, of
whatever nature, relating to relevant securities which is, or may be, an
inducement to deal or refrain from dealing in such securities.





Terms herein have the same meaning as in the Offer Document dated 10 July 2007,
save where the context requires otherwise.




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 has
been made solely by means of the Tulip Offer Document, which contains 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.

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 has not been 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
            The company news service from the London Stock Exchange                       

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