Takeovers Panel Issues Interim Restraining Order

Takeovers Panel Issues Interim Restraining Order On Shareholder Of E-Cademy Holdings Limited

The Takeovers Panel has made an order restraining shareholder Matrix Global Trading Pty Limited from disposing of securities or any interest in or rights relating to securities in
E-cademy Holdings Limited, and from exercising any right to vote or any other right attaching to those securities.

The interim restraining order expires on 3 August 2001.

A special meeting of shareholders of E-cademy Holdings Limited was held in Auckland on 4 July 2001. The meeting passed a resolution “That the issue of 200 million ordinary shares and the grant of 100 million share options in the company to MatrixIP Pty Limited or its nominee, on the terms set out in the Explanatory Notes be approved”.

Subsequently, by notice to the New Zealand Stock Exchange dated 5 July 2001, E-cademy Holdings Limited advised the Exchange that it had issued 200 million ordinary shares to the nominee of MatrixIP Pty Limited, Matrix Global Training Pty Limited, and had also issued 100 million options in the company. According to information provided to the shareholders the 200 million shares represents 57.4% of the voting shares of E-cademy Holdings Limited after the issue of shares.

The Panel considers that the allotment of shares and options by E-cademy Holdings Limited to Matrix Global Training Pty Limited and any other MatrixIP companies may be a transaction that is in breach of rule 6 of the Takeovers Code.

As a consequence the Panel considers, on the information available to it, that E-cademy Holdings Limited, MatrixIP Pty Limited and/or Matrix Global Training Limited “may not have acted or may not be acting or may intend not to act” in compliance with the Takeovers Code.

The Panel will hold a meeting to determine whether to exercise its powers under section 32 of the Code at 10.00am on Wednesday 1 August in Wellington. The meeting will not be open to the public.

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