TRACE GROUP LIMITED

TRACE GROUP LIMITED

Previous company name
TRACE GROUP PLC
Name change date
10/10/2007
Company Overview
Trace Group Plc is a company which specialises in the provision of business software solutions for the financial, insurance, reinsurance and property markets and provides payroll services. Trace also operates a specialist permanent and contract recruitment agency. Established in 1974, the company used to be known as Trace Computers Plc until it was renamed in December 2001.
Trace is one of the UK’s leading providers of IT solutions for business. Its solutions combine internally developed industry specific software packages with a full range of complementary services, including custom built software, consultancy, training, installation, maintenance, facilities management and the provision of skilled personnel. In addition to its software-based activities, Trace also offers imaging and workflow solutions, a range of payroll services including fully managed payroll and payroll bureau.
Trace is made up of five divisions: Financial Systems, Insurance & Reinsurance Systems, Commercial & Property Management Systems, Payroll Solutions and Offshore Development.
The group’s Financial Systems division is handled by Trace Financial, which provides products and services to support the business operations of brokers, market makers, fund managers, banks and other financial institutions. Its products include Cloverleaf, which finances incorporates powerful object-oriented development, implementation and monitoring tools to provide seamless, non-invasive enterprise data and application integration both internally and with external services; Transformer, which is a pure Java and XML based message transformation toolkit, incorporating ready-built dictionaries for a huge range of standards – including SWIFT, FIX, CREST, TRAX and many more – allowing financial sector organisations to take advantage of message standardisation initiatives in less time with less pain and less cost; Message Monitor, a browser-based tool which provides a generic view on any transaction’s status derived from messages received from a clearing house, custodian, CSD, or from other in-house applications; Real Time, delivering global order books and enterprise wide real-time electronic; Trafic-ESP, Trace Financial’s intelligent interface to the Euroclear Single Platform of UK CREST members and settlement banks; The Trace ESP Messaging Toolkit, which provides a highly versatile set of message transformation, monitoring and connectivity tools for companies wishing to develop their own interface to the Euroclear Single Platform; CAMS, a complete, configurable solution for the management of corporate actions; and CAMS Connect, offering the opportunity to take the first steps on the automation ladder for corporate actions.
Clients of the Financial Systems division include ING, Collins Stewart, Lloyds TSB, RBS, JPMorgan Chase and more. Trace’s partners and alliances include SWIFT, OMGEO, ISITC, FIX Protocol, IBM, SUN Microsystems, Microsoft, Cisco Systems, OpenLink, CommerceQuest, Quovadx, Class Actions, File Net, GOAL, Exchange Data International, Telekurs, Accenture, Thales and HP.
As Trace’s Insurance & Reinsurance Systems division, Trace ISYS develops and supports a range of reinsurance and wholesale insurance broking products. Its TWINS suite of products is designed to support the broking processes from enquiry and slip production to actual settlement. TWINS Transaction Server has browser-based front-end slip and cover note module, while TWINS e-Broking is a single integrated environment capable of handling risk placement, premium and claim processing and the traditional IBA functions.
Trace’s Commercial & Property Management Systems is run by Trace Solutions, a leading supplier of software packages for the property industry. Its product range includes the following: BlueBox, which provides property management and accounting, comprehensive financial reporting, rental income forecasting and portfolio analysis for asset managers and investors; TRAMPS, a property management for agents with RICS funds testing, client accounting and excellent reporting facilities; o6ix, which is designed specifically for corporate occupiers; Cougar, a investment analysis and forecasting system which incorporates DCF valuation, income and expenditure cash flow forecasting as well as sophisticated “what if” capabilities to support strategic decision making; and BACI, which is designed to assist Commercial and Investment Agents in the acquisition and disposal of properties.
The group’s fourth division, Trace Payroll Services offers a full range of payroll solutions from fully managed to bureau service for organizations of five to 5,000 staff. Through partnerships with leading industry suppliers, Trace Employer Services has developed direct interfaces with best of breed HR, time and attendance systems, as well as services enabling it to supply integrated payroll and HR and time and attendance solutions.
Lastly, Trace’s Offshore Development division is handled by Trace Software India, a dedicated offshore development facility. It is involved in the provision of software services for the Trace Group companies including ongoing of maintenance and of existing products, as well as the development of new modules and enhancements.
Besides the United Kingdom, Trace also operates all across the globe including the Americas, Africa, Europe, Asia, and Australia.
Business Summary
The principal activities of the Group are the provision of computer consultancy services, proprietary software products and a complementary range of other products and services.
Description and history
The principal activities of the Group are the provision of computer consultancy services, proprietary software products and a complementary range of other products and services.

HISTORY:

Established in 1974, Trace Group plc specialises in business software solutions for the financial, insurance, reinsurance and property markets and provides payroll services. Trace also operates a specialist permanent and contract recruitment agency.

Financial Systems
Trace Financial provides products and services to support the business operations of brokers, market makers, fund managers, banks and other financial institutions. Products include systems integration technologies and generic intelligent interfacing hub systems. In addition Trace Financial provides corporate actions management solutions for a range of customers in the financial community.

Insurance & Reinsurance Systems
Trace ISYS develops and supports a range of reinsurance and wholesale insurance broking products. The TWINS suite of products is designed to support the broking processes from enquiry and slip production to actual settlement. TWINS Transaction Server, with its browser-based front-end slip and cover note module, TWINS e-Broking, is a single integrated environment capable of handling risk placement, premium and claim processing and the traditional IBA functions.

Acquisition:

On 20 April 2007, the Directors of Tulip Holdings Limited and the Independent Directors of Trace Group plc announced that they had reached agreement on the terms of recommended proposals for the acquisition of Trace by the Offeror at a price of 135p per share in cash, to be effected by means of a scheme of arrangement between Trace and Trace Shareholders pursuant to section 425 of the Companies Act 1985.

The Offer Price of 135p per share in cash values the fully diluted share capital of Trace at approximately Ј20 million.

On 25 May 2007, a formal offer announcement was issued by Microgen plc setting out the terms and conditions of its cash offer for Trace at 155 pence in cash per ordinary Trace share. The Independent Directors have unanimously recommended the Microgen Offer.

The Independent Directors on 25 May 2007 obtained an Order of the Chancery Division of the High Court in relation to Trace and the Tulip Scheme which contained the following direction:

‘THE COURT DIRECTS that in the event an offer is received to acquire the entire issued share capital of the Company for a price of 155 pence or higher and which the said Independent Directors propose to recommend the Chairman of the Court Meeting is directed to adjourn the Court Meeting sine diem with the consequence that the proposals for the Scheme will automatically lapse upon the said Independent Directors recommending an offer for each Trace Share at 155 pence or more.’

The effect of the direction of the High Court following the Independent Directors’ recommendation of the Microgen Offer was the lapsing of the Tulip Scheme.

On 13 June 2007, Tulip announced its revised offer of 156 pence in cash per Trace Share, as subsequently made by Tulip in its offer document posted on 10 July 2007.

On 15 June 2007, the Board of Microgen and the Trace Independent Directors announced that they had agreed the terms of a recommended increased cash offer of 180 pence per Trace Share, as subsequently made by Microgen in its offer document posted on 20 June 2007.

On 31 July 2007, Tulip announced that it had declared its offer for Trace unconditional in all respects. The offer from Tulip was not recommended by the independent directors of Trace (being, Mr. Daniel Chapchal, Professor David Begg, Mr. Colin Clarke and Mr. Robin Woodall (‘the Independent Directors’) since it was at a lower price (156 pence in cash per ordinary Trace share) than an offer from Microgen plc (180 pence in cash per ordinary Trace share). The offer from Microgen lapsed on 31 July 2007 as a result of insufficient acceptances from shareholders.

De-listing:

The Company ceased to be listed on the Official List and their admission to trading on the London Stock Exchange was cancelled on 6 September 2007.

Used to be known as Trace Computers Plc

Business Line
Specialises in the provision of business software solutions for the financial, insurance, reinsurance and property markets and provides payroll services. Trace also operates a specialist permanent and contract recruitment agency
Subsidiary
COMPUTER BUSINESS CENTRES LIMITED
Advisor
BAKER TILLY
IPO date
6/29/1989
US SIC Code
7379
Company Address
224-232, St John Street

City province or state postal code
EC1V 4QR, LONDON
Phone: +44 20 7825 1000
Fax: +44 20 7825 1001
Country address: UNITED KINGDOM
Website url: www.traceplc.co.uk