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Report on aspects of the initial public offering of Vertex Group Holdings Limited in 2002

PURSUANT to section 10 of the Securities act 1978 the Securities Commission has decided to undertake an inquiry to review the facts and circumstances of the offer and allotment of the shares of Vertex Group Holdings Limited ("Vertex") for the company's initial public offering as a company listed on the New Zealand Stock Exchange ("NZSE") in June and July 2002, and the company's communications to the share market subsequent to the allotment.

THE Commission wishes to consider any evidence which may be material to :

1. 1. whether the registered prospectus or the investment statement issued by Vertex and dated 7 June 2002 was false or misleading to any material information, or omitted any material information or did not comply with the Securities Act 1978 or the Securities Regulations 1983;
   2. whether on the date of allotment of the Securities offered in the Vertex registered prospectus and investment statement (1 July 2002), that registered prospectus or investment statement was known by Vertex or any of its directors to be false or misleading in a material particular by reason of failing to refer, or give proper emphasis , to adverse circumstances affecting the entity or any information included in or omitted form the prospectus;
2. The procedures observed by the directors of Vertex in relation to :
   1. preparation of the registered prospectus dated 7 June 2002;
   2. approval of the allotment of securities under the offer made in that prospectus;
3. The nature of the information communicated to shareholders and the NZSE about the performance and prospective performance of Vertex after the date of allotment of the securities;
4. The trading of the shares of Vertex subsequent to the date of their listing on the NZSE;

AND to consider:

5. Any other matters material to the inquiry;
6. Whether the Commission should comment on any matters arising in the inquiry to Vertex, its directories, its shareholders, the NZSE or to any other appropriate body under section 10(c) of the securities act
7. Whether evidence received raises issues under the Securities Act 1978 or the Securities Amendment act 1988
8. Whether the Commission should publish a report or take any other action.

SUBJECT to the discretion the Commission to amend these terms of reference as it may consider fit.

11 September 2002