Pursuant to section 45 of the Takeovers Act 1993, the Takeovers Panel gives the following notice (to which is appended a statement of reasons of the Takeovers Panel).

1. Title
2. Application
3. Expiry
4. Interpretation
5. Exemption from rule 7(d) of Code
6. Exemption from rule 16(b) of Code
7. Conditions of exemptions
8. Exemptions do not apply if percentage of voting securities exceeds disclosed maximum

1	Title This notice is the Takeovers Code (Wellington Drive Technologies Limited) Exemption Notice 2006.
2	Application This notice applies to acts or omissions occurring on or after 31 October 2006.
3	Expiry This notice expires on the close of 31 December 2009.

4	Interpretation
(1)	In this notice, unless the context otherwise requires,- Act means the Takeovers Act 1993 Code means the Takeovers Code approved by the Takeovers Code Approval Order 2000 (SR 2000/210) meeting means the meeting of Wellington's shareholders that is to be held on or about 14 November 2006 to consider whether or not to approve, for the purposes of rule 7(d) of the Code, the allotment of voting securities to Source Vortex and Source Vortex II on the exercise of the warrants notice of meeting means the notice of the meeting that is to be sent to Wellington's shareholders placement share allotment means the allotment of 100 000 000 new voting securities to Source Vortex under a subscription agreement dated 4 October 2006 Source Vortex means Source Vortex, LLC, a company incorporated in the United States of America Source Vortex II means Source Vortex II, LLC, a company incorporated in the United States of America voting security means an ordinary share in Wellington warrants means 35 000 000 warrants to subscribe for voting securities to be allotted by Wellington to Source Vortex under a subscription agreement dated 4 October 2006 Wellington means Wellington Drive Technologies Limited.
(2)	In this notice, a reference to a person increasing voting control is a reference to the person becoming the holder or controller of an increased percentage of the voting rights in Wellington.
(3)	Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or the Code.

5	Exemption from rule 7(d) of Code Source Vortex and Source Vortex II are exempted from rule 7(d) of the Code in respect of any increase in their voting control resulting from the allotment of voting securities on the exercise of the warrants to the extent that the notice of meeting does not comply with rule 16(b) of the Code.
6	Exemption from rule 16(b) of Code Wellington is exempted from rule 16(b) of the Code in respect of the notice of meeting.
7	Conditions of exemptions The exemptions in clauses 5 and 6 are subject to the conditions that - the notice of meeting contains particulars of the voting securities that may be allotted to Source Vortex and Source Vortex II following the placement share allotment and as a result of the exercise of the warrants by Source Vortex and Source Vortex II, including- the aggregate number of voting securities that would be allotted to Source Vortex and Source Vortex II as a result of the exercise of all of the warrants; and the percentage of the aggregate of all existing voting securities (including the voting securities allotted under the placement share allotment) and all voting securities that would be allotted on the exercise of all of the warrants that the number referred to in subparagraph (i) represents; and the aggregate percentage of all voting securities that would be held or controlled by Source Vortex and Source Vortex II after completion of the allotment of the number of voting securities referred to in subparagraph (i); and the aggregate percentage of all voting securities that would be held or controlled by Source Vortex, Source Vortex II, and their associates after completion of the allotment of the number of voting securities referred to in subparagraph (i); and the numbers and percentages referred to in paragraph (a)(i) to (iv) must be calculated on the basis that there is no change in the total number of voting securities on issue between the date of the meeting and the final warrant exercise date, other than as a result of the placement share allotment and the exercise of the warrants; and Source Vortex and Source Vortex II do not become the holder or controller of any warrants other than by way of the original allotment of 35 000 000 warrants to be approved by Wellington's shareholders or, in the case of Source Vortex II, by transfer from Source Vortex; and there is no change in the effective control of Source Vortex and Source Vortex II between the date of the meeting and the final warrant exercise date; and the notice of meeting contains a summary of the terms and conditions of the exemptions granted in this notice; and the form of the notice of meeting is approved by the Panel.
8	Exemptions do not apply if percentage of voting securities exceeds disclosed maximum The exemptions in clauses 5 and 6 do not apply to an increase in voting control resulting from the exercise of a particular warrant if, immediately after the completion of the resulting allotment of voting securities, the aggregate percentage of all voting securities held or controlled by Source Vortex and Source Vortex II is greater than the percentage disclosed under clause 7(a)(iii).

Dated at Wellington this 7th day of November 2006.

The Common Seal of the Takeovers Panel was affixed in the presence of:

This notice applies to acts or omissions occurring on or after 31 October 2006 and expires on 31 December 2009.

The Takeovers Panel (the Panel) has granted exemptions to-

• Source Vortex, LLC (Source Vortex) and Source Vortex II, LLC (Source Vortex II) from rule 7(d) of the Takeovers Code (the Code) in respect of the requirements for the notice of meeting under rule 16(b) of the Code; and
• Wellington Drive Technologies Limited (Wellington) from rule 16(b) of the Code.

Wellington and Source Vortex have entered into a subscription agreement under which Wellington will allot voting securities and warrants to Source Vortex. Source Vortex intends to transfer a number of warrants to Source Vortex II within 12 months after the allotment.

Source Vortex and Source Vortex II do not currently hold or control any voting rights in Wellington. The share allotment would result in source Vortex becoming the holder or controller of more than 20% of the voting rights in Wellington. Any subsequent allotment of voting securities on the exercise of the warrants by Source Vortex and Source Vortex II would result in them becoming the holder or controller of an increased percentage of the voting rights in Wellington and, as associates, they would hold or control in total more than 20% of the voting rights in Wellington.

Wellington intends to obtain shareholder approval, in accordance with rule 7(b) of the Code, for the initial allotment of voting securities to Source Vortex and the potential allotment of voting securities on the exercise of the warrants by Source Vortex and Source Vortex II. However, Wellington cannot comply with rule 16(b) of the Code in respect of the potential allotment of voting securities on the exercise of the warrants by Source Vortex and Source Vortex II before the final exercise date for the warrants because it cannot state in the notice of meeting-

• the number of voting securities being allotted to each person that requires rule 7(d) approval; and
• the percentage of the aggregate of all existing voting securities and all voting securities being allotted that that number represents; and
• the percentage of all voting securities that will be held or controlled by the person to whom the voting securities are being allotted after completion of the allotment.

The Panel considers that it is appropriate to grant the exemptions because-

• the actual number of voting securities that may be allotted pursuant to the warrants, and the percentage of voting securities that will be held or controlled by the persons to whom the voting securities may be allotted, are uncertain and cannot be stated in the notice of meeting as required by rule 16(b):
• if the shareholders of Wellington approve the allotment of the maximum number of voting securities that could be allotted to Source Vortex and Source Vortex II pursuant to the warrants then, by implication, they can be taken to approve the allotment of a lesser number of voting securities to Source Vortex and Source Vortex II:
• the issue of warrants or similar instruments by a company to encourage further investment in that company is an acknowledged market practice and the Panel should facilitate this practice by the grant of appropriate exemptions where necessary.

The Panel considers that the exemptions are consistent with the objectives of the Code because shareholders of Wellington, other than Source Vortex, Source Vortex II, and their associates, are still required to approve at the shareholders' meeting the allotment of voting securities pursuant to the warrants.

Issued under the authority of the Acts and Regulations Publication Act 1989.
Date of notification in Gazette:
This notice is administered by the Takeovers Panel.