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Wednesday 08 August, 2007

Tulip Holdings Ltd

Offer Update

Tulip Holdings Limited
08 August 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


8 August 2007

                             TULIP HOLDINGS LIMITED

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

                            Cancellation of Listing


The Board of Tulip announced on 7 August 2007 that valid acceptances of the
Revised Offer had been received in respect of a total of 10,791,376 Trace
Shares, representing approximately 75.73 per cent. of the existing issued share
capital of Trace (excluding shares held in treasury that are not subject to the
Revised Offer), which together with 169,327 Trace Shares beneficially owned by
Tulip and representing 1.19 per cent. of the issued share capital of Trace,
total 10,960,703 Trace Shares, representing 76.92 per cent. of the issued share
capital of Trace.

Tulip, having now received valid acceptances of the Revised Offer for greater
than 75 per cent. of the voting share capital of Trace, intends to procure that
Trace will apply to the Financial Services Authority for the listing of Trace
Shares on the Official List of the UK Listing Authority to be cancelled and to
the London Stock Exchange plc for the admission to trading of Trace Shares to be
cancelled. Cancellation of the listing of Trace Shares on the Official List of
the UK Listing Authority and the cancellation of the admission to trading of
Trace Shares on the London Stock Exchange plc will take effect not earlier than
6 September 2007, being 20 business days following the date of this
announcement.

The cancellation of the listing of Trace Shares would substantially reduce the
liquidity and marketability of any Trace Shares not accepted under the Revised
Offer and their value may be affected as a consequence.

Tulip urges Trace Shareholders who have not already accepted the Revised Offer
and who wish to accept the Revised Offer to follow the procedure for acceptance
set out below.

It is anticipated that, after the Trace Shares are de-listed, Trace will be
re-registered as a private company under the relevant provisions of the
Companies Act 1985.

The Revised Offer, which remains subject to the terms set out in the Offer
Document (as defined below), will remain open for acceptance until 1.00 p.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 who wish to accept the Revised Offer (and, if relevant, to elect for
the Loan Note Alternative) and who 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 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.

Terms herein have the same meaning as in the offer document dated 10 July 2007
('Offer Document'), 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 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 Cash 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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