BreakFree Limited 01 – Application in relation to Breakfree Limited [11/07/2003] The Takeovers Panel

Friday, 11 July 2003

APPLICATION IN RELATION TO BREAKFREE LIMITED

The Takeovers Panel advises that it has today received an application from S8 Limited (S8) seeking a declaration of unacceptable circumstances in relation to the affairs of BreakFree Limited (BreakFree). S8 is a substantial shareholder in BreakFree, and has today announced a bid to acquire control of the voting shares in BreakFree.

In its application, S8 alleges that:

(a) shares in BreakFree have been acquired in circumstances where the acquirer knew of confidential information which would have had a material effect on the BreakFree share price;

(b) the directors of BreakFree made misleading statements to the market against the background of an anticipated takeover offer; and

(c) the directors of BreakFree took defensive action in selling four of the company's holiday properties in circumstances where the directors should have reasonably anticipated S8's takeover bid and should have known that the sales could frustrate that bid.

S8 has sought orders, including orders requiring disclosure of information and that BreakFree not enter into further sale contracts unless shareholder approval has been obtained.

The President of the Panel is in the process of appointing a Sitting Panel to consider the application.

As the Sitting Panel has not yet been appointed, the views of the parties affected by the application have not been sought at this stage and the Panel has not yet formed any views in relation to the application or whether to conduct proceedings 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