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Vertex Group Holdings On Securities Com Report

Statement By Vertex Group Holdings On Securities Commission Report

Vertex Group Holdings Ltd is disappointed by and disagrees with the finding of the Securities Commission that a prospectus issued by the Company last year was likely to mislead.

It notes that following extensive inquiry the Securities Commission has found no evidence that the directors believed the Company's offer document was misleading either on issue or at the time of the allotment. The Company and its directors stand by the offer document and do not believe that there has been any breach of the Securities Act.

The Commission's principal concern was the assumptions underlying the prospective financial information for two of the company's six business units, and whether sufficient information was given in the prospectus about the risks associated with these two business units.

The Commission says it does not believe the revenue growth assumptions for the Technical Injection and Securefresh business units were misleading. The Commission's view is that the assumptions were mainly based on customer information which, although heavily discounted, should not have been used as a basis for "forecasts", and that the financial information should ideally have been described as "projections". The Commission notes that there is no clear guidance on the mixing of forecasts and projections within a period.

The directors believe that the material on these two business units was properly prepared and presented, and was supported by the full and rigorous due diligence process undertaken by the company. In this regard, the Company notes that the Securities Commission has found that the due diligence process undertaken by the Company's Due Diligence Committee was appropriate.

Vertex will give detailed consideration to the report of the Securities Commission and may make further comment when it has studied the document and the input of various advisors more fully.

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