Information  X 
Enter a valid email address
  Print          More announcements

Monday 06 August, 2007

Tulip Holdings Ltd

Offer Update

Tulip Holdings Limited
06 August 2007

Tulip Holdings Limited


06 August 2007


                      Offer for Trace Group PLC ('Trace')

                        by Tulip Holdings Ltd ('Tulip')

                                  OFFER UPDATE

The Board of Tulip was very pleased to announce on 31 July 2007 that Tulip's
Revised Cash Offer for Trace had become wholly unconditional.

Trace Shareholders who have previously accepted the Microgen Offer will now be
able to accept the Tulip Revised Cash Offer at 156p per share.

The Tulip Revised Cash Offer, which remains subject to the terms set out in the
Revised Offer Document dated 10 July 2007, will remain open for acceptance until
1.00p.m. (London time) on 14 August 2007 (unless extended by way of a further

Trace Shareholders who wish to accept the Tulip Revised Offer and who have not
already done so should:

•              in respect of Trace Shares held in certificated form, complete
and return the BLUE Form of Acceptance in accordance with the instructions set
out in the Tulip Revised Offer Document and on the BLUE Form of Acceptance, so
as to be received as soon as possible.  Additional Forms of Acceptance are
available from Computershare Investor Services PLC on 0870 707 1620 (or +44870
707 1620 if telephoning from outside the UK); and

•               in respect of Trace Shares held in uncertificated form (that is,
through CREST), Trace Shareholders should submit a TTE instruction in accordance
with the instructions in the Tulip Revised Offer Document for settlement by no
later than 1.00 p.m. (London time) on 14 August 2007.

Richard Wolfe, Chief Executive of Tulip, said:

'I am delighted that Tulip was successful in being able to declare its offer
unconditional and I would like to thank, in particular, the many Trace
shareholders who accepted the Tulip Revised Cash Offer.  Their acceptance of a
lower offer is, I believe, due recognition that the Trace Group staff are also
significant stakeholders whose interests will be well served and protected by
Tulip and I personally appreciate this enormously.

I was surprised by the gratuitous comment made by Mr Ratcliffe, the chairman of
Microgen, concerning Mr Clarke, a Trace Independent Director, in Microgen's
announcement on 31 July 2007 lapsing their Offer.   Microgen was fully aware
that Mr Clarke had given a legally binding undertaking to accept Tulip's offer.
This fact had been made public by Tulip before Microgen made their offer.
Microgen was also aware that at no stage during the offer period did Mr Clarke's
undertaking lapse. It should therefore have come as no surprise to Microgen or
Mr Ratcliffe that Mr Clarke proceeded to act in accordance with his undertaking
to Tulip.

I am even more surprised by the comments made in an announcement on 2 August
2007 by Mr Chapchal, Professor Begg and Mr Woodall, Independent Directors of
Trace.  They stated that the Microgen offer 'was in the interests of all the
shareholders', but clearly Trace shareholders owning over 50% of the company did
not agree with them.

As the Independent Directors are all aware, Mr Clarke's undertaking to Tulip has
been consistent and unambiguous, fully disclosed to and accepted by them and by
their advisors from the outset and where relevant, reference to this undertaking
has been included in all announcements. At no stage did Mr Clarke give any
indication that he might wish to rescind his undertaking to Tulip and indeed the
opposite is the case. The directors of Tulip received advice several weeks ago
that Mr Clarke was under no obligation to accept any subsequent offer that
Microgen may have made were Microgen's Revised Offer to lapse. I understand that
the Independent Directors received similar advice. The assertion that the
Microgen Offer was frustrated by Mr Clarke whose position has been consistent
and transparent throughout is simply fatuous.'


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                                                                                                                                                                                                                                   

a d v e r t i s e m e n t