Update re Trace Group plc

Microgen PLC 22 May 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 For immediate release 22 May 2007 Microgen plc ('Microgen') Update regarding Trace Group plc ('Trace') On 11 May 2007 Microgen announced that it was in preliminary discussions with the Independent Directors of Trace and was considering a possible competing offer in cash for the share capital of Trace at a price of not less than 150 pence per ordinary Trace share. Following that announcement, on 11 May 2007 the Independent Directors of Trace urged Trace shareholders to take no action in relation to the proposed scheme of arrangement by Tulip Holdings Limited ('Tulip') at 135 pence in cash per ordinary Trace share (the 'Tulip Proposal') for the time being, pending an announcement by Microgen of its firm intention to make an offer or confirmation that Microgen will not make an offer. Following its announcement on 11 May 2007, Microgen and the Independent Directors have continued their discussions, and Trace has adjourned the Trace Court Meeting and Trace Extraordinary General Meeting (by way of the Trace announcement on 18 May 2007) until 31 May 2007. During the period from 14 May 2007 to 21 May 2007, Tulip has announced a number of updates regarding the level of irrevocable undertakings it has received in respect of the Tulip Proposal. The Board of Microgen announces that on 21 May 2007 it approached the Independent Directors of Trace with a revised proposal of a competing offer at 155 pence in cash per ordinary Trace share. Whilst the continued discussions with the Independent Directors of Trace have enabled Microgen to make progress in the fulfilment of its preconditions to announcing a firm intention to the making of an offer, the preconditions remain as follows: (a) a short period to complete due diligence; (b) the finalisation of financing arrangements; and (c) the recommendation of the Independent Directors of Trace that Trace shareholders accept the offer. Microgen reserves the right to waive any or all of the preconditions set out in this announcement and emphasises that there can be no certainty that any offer will ultimately be made even if the preconditions are satisfied or waived. This announcement does not constitute an offer or invitation to purchase any securities in Trace. A further announcement may be made, if and when appropriate. Enquiries: Microgen plc Tel: 01252 772 312 Martyn Ratcliffe Philip Wood Arbuthnot Securities Limited Tel: 020 7012 2000 (Financial adviser and broker to Microgen in relation to the transaction) Ian Williams Richard Dunn Notes: The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. Arbuthnot Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Microgen in connection with the possible offer and no one else and will not be responsible to anyone other than Microgen for providing the protections afforded to clients of Arbuthnot Securities Limited, nor for providing advice in relation to the possible transaction. 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 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, 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 Takeover 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 referenced 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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