Letter to ASX Markets Supervision Pty Ltd

Nov 28, 2007

28 June 2007

Re: Response to letter dated 26 June 2007

Dear Frances, As requested, the Company provides the following responses to your letter dates 26 June 2007. 1. Whether the Company considers that the information contained in the Announcement concerning the acquisition of Manaaccom ("Information") was material to the Company? Yes. 2. If the answer to question 1 is "no", please advise the bassi on which the Company does not consider the Information to be material. Not Applicable 3. If the answer to question 1 is "yes", please advise when the company became aware of the Information, and specifically: 3.1. When the Company first commenced the negotiations that led to the conditional Heads of Agreement with Manaccom ("Manaccom Agreement"). 3.2 When the Manaccom Agreement was signed by each of Manaccom and the Company. Serious negotiations commenced on or about 24 May 2007, although Jumbo has retailed Manaccom products for a number of years and the possibility of an acquisition had been previously discusses, but no agreement was reached. Negotiations also commenced on or around 4 June 2007, with an alternate potential acquisition. At a board meeting at 4pm 21 June 2007 directors discussed both acquisitions at length and made a decision to proceed to the Heads of Agreement for Manaccom at approximately 6pm. At 8am 22 June 2007, an appointment was made with the AXS for 10.30am to discuss the announcement. 2 board members met with the ASX at 10.30am and a trading halt was requested soon after. The Manaccom Heads of Agreement was signed 25 June 2007. 4. If the company became aware of the Information prior to the Trading Halt Request, please identify any earlier announcement from the Company which disclosed the Information. An announcement was made on 8 June 2007 that contained a paragraph "Acquisition Update" and noted that effort has been focusses on a shortlist of opportunities. Further mention was made of Jumbo's intention to make an acquisition in announcements dated:
  • 30 April 2007 (Company update and share buy back)
  • 28 February 2007 (Half Year Results)
  • 9 February 2007 (Profit Guidance)
5. If there was no earlier announcement, and the Company became aware of the Information prior to the Trading Halt Request, please advise why the Company did not release the Information to the market an an earlier time, or request a trading halt before Friday 22 June 2007, pending the release of the Announcement. Not Applicable. Please comment specifically on the application of listing rule 3.1 and the exceptions to the rule in listing 3.1A, and whether the increase in the Company's share price and the volume of securities traded in the days prior to the Trading Halt Request, indicated that confidentiality in relation to the Information had been lost Directors were not aware of any specific reason causing the increase in the Company's share price and the volume in the days prior to the Trading Halt Request. Directors were not in a position to release further information to the information contained in the announcement dated 8 June 2007 until after the board meeting in the evening of 21 June 2007. Share Buy Back On 30 April 2007, Jumbo announced its intention to undertake an on-market share buy back of up to 37 million shares. The Company then made further Appendix 3E Daily Share Buy Back Notices on 15 May, 16 May and 13 June 2007. Directors sought independent advice that concluded that the share buy back represents a sound capital management initiative to enhance shareholder value. This may have encouraged investors to invest in Jumbo shares. 6. Please confirm that the Company is in compliance of the listing rules, in particular, rule 3.1. Directors believe the Company is in compliance of the listing rules, in particular listing rule 3.1.   Yours Sincerely Mike Veverka Chief Executive Officer Attachment


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