Aptitude Regulatory News (APTD)

16 Jul 2007 07:00

Microgen PLC16 July 2007 16 July 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTOTHE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTIONWHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCHJURISDICTION 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 Directorsannounced the terms of a recommended increased cash offer of 180 pence per TraceShare (the "Increased Cash Offer") which represents a premium of approximately15.4 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) today, the second closingdate of the Increased Cash Offer, valid acceptances of the Increased Cash Offerhad been received in respect of 2,507,002 Trace Shares, representingapproximately 17.59 per cent. of the Trace Shares. The valid acceptances include 1,127,880 Trace Shares, representing approximately7.92 per cent. of the Trace Shares, received pursuant to an irrevocablecommitment from Herald Investment Management limited and 10,000 Trace Shares,representing approximately 0.07 per cent. of the Trace Shares, received pursuantto an undertaking from Daniel Chapchal, Chairman of Trace, to procure acceptanceof the Increased Cash Offer of the Trace Shares held in his SIPP. Microgen has acquired 3,680,000 Trace Shares in aggregate, representingapproximately 25.83 per cent. of the Trace Shares. Therefore, as at 1.00 p.m.(London time) today, Microgen owned or had received valid acceptances in respectof a total of 6,187,002 Trace Shares, representing approximately 43.42 per cent.of the Trace shares which it is entitled to count towards the satisfaction ofthe acceptance condition under the Increased Cash Offer. In addition, Microgen has also received an undertaking to accept the IncreasedCash Offer from Colin Clarke, a Trace Independent Director, in respect of the1,426,453 Trace Shares (representing 10.01 per cent. of the Trace Shares) ownedby him and his connected parties upon the lapsing of his existing irrevocablecommitment to the Tulip Revised Offer. Such lapsing will occur in the event thatthe Tulip Revised Offer lapses or is withdrawn. Save as disclosed above, neither Microgen nor any person acting in concert withit for the purpose of the Increased Cash Offer has an interest in (or a right tosubscribe for or any short positions (whether conditional or absolute andwhether in the money or otherwise), including any short positions under aderivative, any agreement to sell or any delivery obligation or right to requireanother person to purchase or take delivery in respect of) or has borrowed orlent any Trace Shares during the Offer Period. Trace Shareholders who wish to accept the Offer and who have not already done soshould: (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 20 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 20 July 2007. This announcement should be read in conjunction with the Increased OfferDocument dated 20 June 2007 and the expressions used in this announcement(unless the context otherwise requires) have the same meaning as in theIncreased Offer Document. The Increased Offer Document is available forinspection on Microgen's website - www.microgen.co.uk and copies of theIncreased Offer Document and the New Form of Acceptance (for use by holders ofTrace Shares in certificated form only) are available for inspection duringnormal business hours on any weekday (Saturdays, Sundays and public holidaysexcepted) at the registered office of Clyde & Co LLP at 51 Eastcheap, LondonEC3M 1JP until the end of the Offer Period. Capitalised terms used, but not defined in this announcement have the samemeaning as given to them in the Increased Offer Document. Enquiries:Microgen plc Tel: +44 (0) 1252 772 300Martyn RatcliffePhilip Wood Arbuthnot Securities Limited Tel: +44 (0) 20 7012 2000(Financial adviser and broker to Microgen in relation to the Offer)Ian WilliamsRichard DunnRichard 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 inthe United Kingdom by the Financial Services Authority, is acting exclusivelyfor Microgen and no one else in connection with the Increased Cash Offer andwill not be responsible to anyone other than Microgen for providing theprotections afforded to clients of Arbuthnot nor for providing advice inrelation to the Increased Cash Offer, or the contents of this announcement orany matter referred to herein. This announcement is not intended to and does not constitute, or form any partof, an offer or an invitation to purchase or sell any securities or thesolicitation of any vote or approval in any jurisdiction pursuant to theIncreased Cash Offer or otherwise. The Increased Cash Offer is governed by theterms of the Offer Document and Form of Acceptance as amended (in relation onlyto the offer price per Trace Shares) by an Increased Cash Offer Document, and,in relation to certificated Trace Shares, the new form of acceptance. Microgenintends to dispatch such documents to Trace Shareholders (and, for informationonly, to Trace Optionholders) shortly. The Increased Cash Offer Document and thenew form of acceptance will together contain the full terms and conditions ofthe Increased Cash Offer, including details of how to accept the Increased CashOffer. Any acceptance or other response to the Increased Cash Offer should bemade only on the basis of the information contained in the Increased Cash OfferDocument and the new form of acceptance. The Increased Cash Offer will besubject to English Law. The laws of relevant jurisdictions may affect theavailability of the Increased Cash Offer to overseas persons. Overseas persons,or persons who are subject to the laws of any jurisdiction other than the UnitedKingdom, should inform themselves about and observe any applicable legal andregulatory requirements. The Increased Cash Offer Document is available forpublic inspection in the United Kingdom. Unless otherwise determined by Microgen, the Increased Cash Offer will not bemade, directly or indirectly, in or into the United States or by use of themails 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 orother securities exchange of, the United States, nor will it be made directly orindirectly 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 thisannouncement are not being, will not be and must not be, directly or indirectly,mailed or otherwise forwarded, transmitted, distributed or sent in, into or fromthe United States, Canada, Australia, Japan or any Restricted Jurisdiction, andpersons receiving this announcement (including, without limitation, custodians,nominees and trustees) must not mail, forward, distribute or send it in, into orfrom the United States, Canada, Australia, Japan or any Restricted Jurisdiction.Doing so may render invalid any purported acceptance of the Increased CashOffer. Any persons (including custodians, nominees and trustees) who areoverseas persons or who would, or otherwise intend to, mail or otherwiseforward, transmit, distribute or send this Announcement, the Increased OfferDocument, the New Form of Acceptance or any related document outside the UnitedKingdom or to any overseas person should seek appropriate advice before doingso. Dealing disclosure requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of Trace, all "dealings" in any "relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil 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 toan agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Trace they will be deemed to be a singleperson for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" 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 theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative reference to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto 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