Trysoft Corporation Limited – Application in Relation to Trysoft Corporation Limited [11/06/2003] The Takeovers Panel

Wednesday, 11 June 2003

APPLICATION IN RELATION TO TRYSOFT CORPORATION LIMITED

The Takeovers Panel advises that on 10 June 2003 it today received an application from Mr Stephen Ioannides seeking a declaration of unacceptable circumstances in relation to the affairs of Trysoft Corporation Limited (Trysoft). Mr Ioannides is a substantial shareholder in, and former director of, Trysoft.

The application alleges that Trysoft's Managing Director, Mr Douglas Wong, has previously entered into a voting agreement relating to a substantial parcel of shares in Trysoft. The application alleges that the voting agreement breaches the 20% voting power threshold in section 606 of the Corporations Act. The application also alleges that the voting agreement has not been properly disclosed to the market.

The application also raised concerns as to how the voting agreement affected the issue to Mr Wong by Trysoft of options over Trysoft shares which was voted on at the last AGM of Trysoft in November 2002.

Mr Ioannides has sought orders, including, amongst other things, disclosure, divestiture of the shares, non-exercise of the options and voiding the voting agreement.

The President of the Panel has appointed Robyn Pak-Poy, Tony Burgess and Marian Micalizzi to be the Sitting Panel to consider the application.

The Panel has not yet sought the views of the parties affected by the application and so has not yet formed any views in relation to it.

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