Increased Offer Doc Posted
Microgen PLC
20 June 2007
For immediate release - 20 June 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')
Increased Offer Document Posted
Further to the announcement on 15 June 2007 by Microgen regarding the
recommended Increased Cash Offer at a price of 180 pence per Trace Share, the
Board of Microgen announces that the Increased Offer Document is today published
and is being posted to Trace Shareholders.
Microgen is pleased to announce that it currently owns 3,680,000 Trace Shares,
representing approximately 25.83 per cent. of the Trace Shares.
The Trace Independent Directors have recommended the Increased Cash Offer and
Daniel Chapchal, Chairman of Trace and a Trace Independent Director, has
undertaken to procure the acceptance of the Increased Cash Offer in respect of
the 10,000 Trace Shares (representing 0.07 per cent. of the Trace Shares) held
in his SIPP. In addition, Colin Clarke, a Trace Independent Director, has
undertaken to accept the Increased Cash Offer 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Offer lapses or is withdrawn.
Microgen has also received an irrevocable undertaking in respect of 1,127,880
Trace Shares, representing approximately 7.92 per cent. of the Trace Shares to
accept the Increased Cash Offer which will fall away in the event of an offer
from a third party of not less than 200 pence per Trace Share or if the
Increased Cash Offer lapses or is withdrawn.
As a result, as at the date of this announcement, Microgen owns, has received an
expression of intention to accept the Increased Cash Offer and has an
irrevocable commitment to accept the Increased Cash Offer in respect of, in
aggregate, 4,817,880 Trace Shares, representing approximately 33.81 per cent. of
the Trace Shares.
In the event that the Tulip Revised Offer lapses or is withdrawn, Microgen will
own and will have received expressions of intention to accept the Increased Cash
Offer and has an irrevocable commitment to accept the Increased Cash Offer in
respect of, in aggregate, 6,244,333 Trace Shares, representing approximately
43.82 per cent. of the Trace Shares.
To accept the Increased Cash Offer in respect of Trace Shares held in
certificated form (that is, not through CREST), Trace Shareholders should
complete, sign and return the New Form of Acceptance (which is to be posted to
Trace Shareholders along with the Increased Offer Document) in accordance with
the instructions thereon and the instructions in the Increased Offer Document as
soon as possible and, in any event, so as to be received by Capita Registrars by
no later than 1.00 p.m. London time on 6 July 2007. Trace Shareholders should
note that accordingly the procedure for acceptance has changed, the full details
of which will be set out in the Increased Cash Offer Document. To accept the
Increased Cash Offer 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
6 July 2007.
The Increased Offer Document will be 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) will be 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 & broker to Microgen in relation to the Increased Cash Offer)
Ian Williams
Richard Tulloch
Financial Dynamics Tel: +44 (0) 20 7831 3113
(Public relations adviser to Microgen)
Giles Sanderson
Arbuthnot Securities, 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 Securities 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 will be made solely
through the Offer Document as amended by the Increased Offer Document, and, in
relation to certificated Trace Shares, the New Form of Acceptance. The Increased
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 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
Offer Document will be 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.
This information is provided by RNS
The company news service from the London Stock Exchange
Latest directors dealings
- 12 hours ago Johnson Matthey
- 14 hours ago Galliford Try
- 14 hours ago Galliford Try
- 14 hours ago Centrica
- 15 hours ago Smith & Nephew