Offer Update

Microgen PLC 23 July 2007 23 July 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Recommended Increased Cash Offer for the entire issued and to be issued share capital of Trace Group plc ('Trace') by Microgen plc ('Microgen') Offer update - level of acceptances Introduction On 15 June 2007, the Microgen Board and the Trace Independent Directors announced the terms of a recommended increased cash offer of 180 pence per Trace Share (the 'Increased Cash Offer') which represents a premium of approximately 15.4 per cent. to the Tulip Revised Offer of 156 pence per Trace Share. The Increased Offer Document was posted to Trace Shareholders on 20 June 2007. Level of acceptances Microgen announces that, as at 1.00 p.m. (London time) on 20 July 2007, the third closing date of the Increased Cash Offer, valid acceptances of the Increased Cash Offer had been received in respect of 2,566,219 Trace Shares, representing approximately 18.01 per cent. of the Trace Shares. The valid acceptances include 1,127,880 Trace Shares, representing approximately 7.92 per cent. of the Trace Shares, received pursuant to an irrevocable commitment from Herald Investment Management limited and 10,000 Trace Shares, representing approximately 0.07 per cent. of the Trace Shares, received pursuant to an undertaking from Daniel Chapchal, Chairman of Trace, to procure acceptance of the Increased Cash Offer of the Trace Shares held in his SIPP. Microgen has acquired 3,680,000 Trace Shares in aggregate, representing approximately 25.83 per cent. of the Trace Shares. Therefore, as at 1.00 p.m. (London time) on 20 July 2007, Microgen owned or had received valid acceptances in respect of a total of 6,246,219 Trace Shares, representing approximately 43.84 per cent. of the Trace shares which it is entitled to count towards the satisfaction of the acceptance condition under the Increased Cash Offer. In addition, Microgen has also received an undertaking to accept the Increased Cash Offer from Colin Clarke, a Trace Independent Director, in respect of the 1,426,453 Trace Shares (representing 10.01 per cent. of the Trace Shares) owned by him and his connected parties upon the lapsing of his existing irrevocable commitment to the Tulip Revised Offer. Such lapsing will occur in the event that the Tulip Revised Offer lapses or is withdrawn. Save as disclosed above, neither Microgen nor any person acting in concert with it for the purpose of the Increased Cash Offer has an interest in (or a right to subscribe for or any short positions (whether conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery in respect of) or has borrowed or lent any Trace Shares during the Offer Period. Trace Shareholders who wish to accept the Offer and who have not already done so should: (i) in respect of Trace Shares held in certificated form, complete and return the BLUE New Form of Acceptance in accordance with the instructions set out in the Increased Offer Document and on the BLUE New Form of Acceptance, so as to be received as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 27 July 2007; or (ii) 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 Increased Offer Document for settlement as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 27 July 2007. This announcement should be read in conjunction with the Increased Offer Document dated 20 June 2007 and the expressions used in this announcement (unless the context otherwise requires) have the same meaning as in the Increased Offer Document. The Increased Offer Document is available for inspection on Microgen's website - www.microgen.co.uk and copies of the Increased Offer Document and the New Form of Acceptance (for use by holders of Trace Shares in certificated form only) are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of Clyde & Co LLP at 51 Eastcheap, London EC3M 1JP until the end of the Offer Period. Capitalised terms used, but not defined in this announcement have the same meaning as given to them in the Increased Offer Document. Enquiries: Microgen plc Tel: +44 (0) 1252 772 300 Martyn Ratcliffe Philip Wood Arbuthnot Securities Limited Tel: +44 (0) 20 7012 2000 (Financial adviser and broker to Microgen in relation to the Offer) Ian Williams Richard Tulloch Financial Dynamics Tel: +44 (0) 20 7831 3113 (Public relations adviser to Microgen) Giles Sanderson Arbuthnot Securities Limited ('Arbuthnot'), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Microgen and no one else in connection with the Increased Cash Offer and will not be responsible to anyone other than Microgen for providing the protections afforded to clients of Arbuthnot nor for providing advice in relation to the Increased Cash Offer, or the contents of this announcement or any matter referred to herein. This announcement is not intended to and does not constitute, or form any part of, an offer or an invitation to purchase or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Increased Cash Offer or otherwise. The Increased Cash Offer is governed by the terms of the Offer Document and Form of Acceptance as amended (in relation only to the offer price per Trace Shares) by an Increased Cash Offer Document, and, in relation to certificated Trace Shares, the new form of acceptance. Microgen intends to dispatch such documents to Trace Shareholders (and, for information only, to Trace Optionholders) shortly. The Increased Cash Offer Document and the new form of acceptance will together contain the full terms and conditions of the Increased Cash Offer, including details of how to accept the Increased Cash Offer. Any acceptance or other response to the Increased Cash Offer should be made only on the basis of the information contained in the Increased Cash Offer Document and the new form of acceptance. The Increased Cash Offer will be subject to English Law. The laws of relevant jurisdictions may affect the availability of the Increased Cash Offer to overseas persons. Overseas persons, or persons who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements. The Increased Cash Offer Document is available for public inspection in the United Kingdom. Unless otherwise determined by Microgen, the Increased Cash Offer will not be made, directly or indirectly, in or into the United States or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile, internet, email or other electronic transmission, telex or telephone) of inter-state or foreign commerce of, or any facility of a national, state or other securities exchange of, the United States, nor will it be made directly or indirectly in or into Canada, Australia, Japan or any Restricted Jurisdiction, and the Increased Cash Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia, Japan or any Restricted Jurisdiction. Accordingly, copies of this announcement are not being, will not be and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Australia, Japan or any Restricted Jurisdiction, and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail, forward, distribute or send it in, into or from the United States, Canada, Australia, Japan or any Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Increased Cash Offer. Any persons (including custodians, nominees and trustees) who are overseas persons or who would, or otherwise intend to, mail or otherwise forward, transmit, distribute or send this Announcement, the Increased Offer Document, the New Form of Acceptance or any related document outside the United Kingdom or to any overseas person should seek appropriate advice before doing so. Dealing disclosure requirements Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Trace, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Increased Cash Offer becomes, or is declared, unconditional as to acceptance, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Trace they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Trace by Microgen or Trace or by any of their respective 'associates' must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative reference to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange
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