Tender Offer

RNS Number:6577O
Stephen Austen
14 August 2003


                                    Embargoed not to be released until 7.00am on


                                                               14th August, 2003


Not for release, publication or distribution in or in to the United States,
Canada, Australia, South Africa or Japan.


                    Tender Offer on behalf of Stephen Austen
     for 3,400,000 Ordinary Shares in Trace Group Plc at 55p per share

Introduction


Stephen Austen announces that John East & Partners Limited, on his behalf, is
offering to acquire by tender, on the terms and subject to the condition set out
below (the "Tender Offer"), 3,400,000 Ordinary Shares of 5p each in the capital
of Trace Group, representing approximately 22.39 per cent. of the current issued
ordinary share capital of Trace Group, at 55p per share.


At the date hereof, Stephen Austen and Simon Sanders, who is deemed to be acting
in concert with him, hold 310,000 Trace Group Shares, representing 2.04 per
cent. of the issued ordinary share capital of Trace Group.


Stephen Austen has been the chairman, managing director and majority shareholder
of Customer Systems plc, for the past 5 years. Customer Systems plc is traded on
OFEX. He has over 22 years' experience in the IT industry, particularly in the
areas of software and related services.


Simon Sanders is a non-executive director of and a shareholder in Customer
Systems plc.


If the Tender Offer is accepted in full, Stephen Austen and Simon Sanders will
hold 3,710,000 Trace Group Shares, representing 24.43 per cent. of the issued
ordinary share capital in Trace Group


Trace Group Share Price


On 13th August, 2003 (the latest practicable date prior to the posting of the
Tender Offer) the closing bid price per Trace Group Share was 55p (as shown on
the Stock Exchange Automated Quotations System).


      The tender price of 55p per Trace Group Share therefore represents a
                 premium of 5.77 per cent. over that bid price.


On 13th August, 2003 (the latest practicable date prior to the posting of the
Tender Offer) the closing middle market price per Trace Group Share was 54.5p
(as shown on the Stock Exchange Automated Quotations System).


     The tender price of 55p per Trace Group Share therefore represents a
            premium of 0.92 per cent. over that middle market price.


Terms of the Tender Offer


The Tender Offer is subject to the following terms.


1.       Trace Group Shares may be tendered under the Tender Offer at a price of
55p per share. Subject to paragraph 3 below, all tenders will be irrevocable.


2.          Holders of Trace Group Shares may tender all or any part of their
holdings.


3.       The Tender Offer is conditional on the receipt by Stephen Austen of
tenders totaling 151,886 Trace Group Shares representing one per cent. of the
issued ordinary share capital of the Company. This condition may not be waived.
Accordingly, if the condition is not satisfied by 5.00 p.m. on Thursday, 28th
August, 2003, the Tender Offer will be void.


4.       The Tender Offer will close at 5.00 p.m. on Thursday, 28th August, 2003
("the Closing Date"). No tenders received after that time will be accepted.


5.       Trace Group Shares successfully tendered will be acquired by Stephen
Austen fully paid and free from all liens, charges, equitable interests and
encumbrances and together with all rights attaching thereto, including the right
to all dividends and other distributions declared, made or paid after the date
hereof and the right to attend and vote at any general meeting of Trace Group
after the Tender Offer has closed.


6.       If tenders for more than 3,400,000 Trace Group Shares are received, the
tenders will be scaled down pro rata (fractions being ignored).


7.       The results of the Tender Offer and, if applicable, the extent to which
tenders will be scaled down, will be announced by 8.00 a.m. on Friday, 29th
August, 2003, the business day following the closing of the Tender Offer.


8.       All tenders must be made on the Tender Form which has been sent to 
shareholders today.


9.       The Tender Offer and all tenders will be governed by and construed in
accordance with English law and delivery of a Tender Form will constitute
submission to the jurisdiction of the English courts.


10.        Copies of the Tender Form may be obtained on request from Capita IRG
Plc, Corporate Actions, PO Box 166, The Registry, 34 Beckenham Road, Beckenham,
Kent BR3 4TH.


Settlement


Settlement of the consideration to which any Shareholder is entitled pursuant to
valid tenders accepted by Stephen Austen will be made on Thursday, 4th
September, 2003, or, if later, within 7 days of the receipt of the relevant
share certificates. All payments will be made in pounds sterling by cheque drawn
on a branch of a UK clearing bank.



Enquiries


Stephen Austen                                                      07000 287835


John East & Partners Limited                                       020 7628 2200
Simon Clements/David Worlidge


John East & Partners Limited, which is regulated by the Financial Services
Authority and is a member of the London Stock Exchange, has approved this
announcement for the purposes of Section 21 of the Financial Services and
Markets Act 2000. John East & Partners Limited is acting for Stephen Austen in
relation to the contents of this announcement and is not acting for or advising
any other person or treating any other person as its customer in relation to
such transactions and will not be responsible to any other person for providing
the protections afforded to customers of John East & Partners Limited.





                                 Definitions

The following definitions apply throughout this announcement unless the context
requires otherwise:

"Act"            the Companies Act 1985

"Closing Date"   5.00 p.m. on Thursday, 28th August 2003

"Trace Group"    Trace Group Plc

"Trace Group     Ordinary Shares of 5p each in the capital of Trace Group
Shares"

"John East &     John East & Partners Limited
Partners"

"London Stock    London Stock Exchange Plc
Exchange"

"Overseas        a Shareholder who is a resident in, or a citizen of, a
Shareholder"     jurisdiction outside the United Kingdom

"Shareholders"   holders of Trace Group Shares

"Tender Form"    the tender form accompanying the Tender Offer document for use
                 by Shareholders in connection with the Tender Offer

"Tender Offer"   the invitation by John East & Partners, as agent for Stephen
                 Austen, to Shareholders (other than certain Overseas
                 Shareholders) to tender Trace Group Shares on the terms and
                 subject to the conditions set out in the Tender Offer and the
                 Tender Form

"Tender Offer    the document being sent to Shareholders containing the Tender
document"        Offer

"United States"  the United States of America, its territories and possessions,
or "US"          any State of the United States and other areas subject to its
                 jurisdiction and the district of Columbia


    References to time in this document are to London time, unless otherwise
                                    stated







                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
TENBIGDIDXBGGXX