Application in Relation to Online Advantage [08/07/2002] The Takeovers Panel

08 July 2002

APPLICATION IN RELATION TO ONLINE ADVANTAGE

The Panel advises that it has received an application from McWilliam Nominees Pty. Ltd. The application seeks a declaration of unacceptable circumstances and interim and final orders in relation to the sale of approximately 100 million shares in Online Advantage on 3 June 2002. The shares were sold by previous directors or escrowed shareholders of Online Advantage and were sold in two special crossings by Shaw Stockbroking Ltd and Euroz Securities Ltd. The shares constitute approximately 46% of Online Advantage's issued shares.

McWilliam has sought interim orders requiring Online Advantage to be run only in the ordinary course of its business until the Panel has concluded its proceedings. It has also requested the Panel to make interim orders postponing a meeting of Online Advantage scheduled for tomorrow. The meeting was to consider resolutions to wind up the company and to reappoint Mr Robert Scott Altman, an independent director, who had been appointed to fill a casual vacancy.

McWilliam announced on 31 May 2002, that it intended to make a proportional takeover offer for approximately 60% of the issued shares of Online Advantage. The price was announced to be three cents per share.

The Panel has ordered that the Online Advantage meeting be postponed for two months, or as the Panel specifies in a further order. The Online Advantage meeting had originally been scheduled for 4 June 2002, but was adjourned until 9 July 2002 following the resignation of two of the three directors of Online Advantage and the appointment of two new directors.

The Panel has also ordered that, for a similar period, the directors of Online Advantage only conduct its affairs in the ordinary course of its business, and that they take no steps to remove Mr Altman as a director of Online Advantage.

The sitting Panel for the application is Braddon Jolley (sitting President), Brett Heading (sitting Deputy President) and Chris Photakis.

Nigel Morris
Director, Takeovers Panel
Level 47 Nauru House
80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3501
nigel.morris@takeovers.gov.au