Dear Hardmano, Second and Jake,My request to ASIC asking that...

Dear Hardmano, Second and Jake,

My request to ASIC asking that not only should Dennis Morton be excluded from voting on the OIP/GGX merger because being also a shareholder in GGX he would have a conflict of interest, but that for the very same reason, all other OIP shareholders who also hold GGX shares also be excluded from voting, produced the reply copied below from Elizabeth Korpi (ASIC Lawyer on the Corporations Team).

It seems that conflict of interest under ASX Listing Rule 10.1 only applies to those OIP shareholders with "substantial assets" in the "related party" GGX and not to those with lesser holdings.

In that case exclusion should also apply to those OIP shareholders who also hold a "substantial asset" in GGX shares. One such OIP shareholder is Octanex whose MD is Geoff Albers who controls 6.1 million GGX shares. Is his vote to be excluded?

There may be more OIP shareholders, including those like DM and GA in the Top 20, who are in the same boat as DM. Perhaps all OIP shareholders who vote on the merger should be required to disclose their holdings in GGX so that judgements can be made as to whether their holding is "substantial" under ASX Listing Rule 10.1?

You can be assured that I shall be continuing my conversation with Elizabeth asking what constitutes a "substantial asset", will OIP shareholders be asked to disclose their holdings in GGX? and appealing to her for consistency in ASIC's application of ASX Listing Rule 10.1 to all OIP shareholders who also hold shares in GGX.

(I don't think I shall press her on the vote on DM's shares being a vote on the merger. That distinction is a bit academic, and as Elizabeth advises, "ASIC is not able to provide you with legal advice" presumably as regards the finer points of such interpretations).

If you also wish to pen an email off to Elizabeth please do. [email protected]

Thanks for your support and also that from all of the other OIP shareholders on this forum.

Regards,Fairgopat

===== EMAIL FROM ELIZABETH KOPI FOLLOWS:

Thank you for your emails.

In your email of 23 January 2010 you state that "I note your advice that the vote by OIP shareholders on Dennis Morton's 30.4 million GGX shares being acquired by OIP (Resolution 1) will in fact be a vote by OIP shareholders on the OIP/GGX merger itself."

However, in our letter to you dated 22 December 2009 it states that "we note that OIP will be seeking shareholder approval under ASX Listing Rule 10.1 (LR 10.1) in relation to the acquisition by OIP of Gas2Grid shares and Gas2Grid options held by OIP's chairman Mr Dennis Morton and a company associated with Mr Morton."

Our letter did not provide you with advice to the effect that Resolution 1 will be a vote by OIP shareholders on the OIP/Gas2Grid merger.

ASIC is not able to provide you with legal advice.

However, in relation to your specific query, we note that Resolution 1 is a resolution under ASX Listing Rule 10.1 under which approval is required when a company acquires a substantial asset from a related party. ASX Listing Rules 10.10 and 14.11.1 provide that a person is to be excluded from voting if they are a party to the transaction, ie. the acquisition of a substantial asset from a related party.

After careful consideration ASIC has decided that we will not take any further action into the issues you have raised in your emails at this time.

ASIC conducts an assessment of every complaint we receive. In determining which matters we will select for further action consideration is given to a range of factors, including the likely regulatory effect of any available action.

We have recorded the information you have provided in our confidential internal database. This information will assist us if we receive further similar complaints.

Although we have decided not to investigate your complaint at this time, this does not prevent you from pursuing any civil remedies otherwise available to you. Your legal adviser can provide you with more information about what other options may be open to you to pursue this matter privately.

Yours sincerely

Elizabeth
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