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ICPbio Proposal to Be Put to APH Shareholders

April 19, 2006

Media Statement

ICPbio Reverse Takeover Proposal to Be Put to APH Shareholders

Independent adviser’s and appraisal reports have described the acquisition of ICP Holdings Limited (ICPbio) by Australasian Property Holdings Group Limited at a purchase price of $12 million as “fair” based on ICPbio’s projected earnings and cash flows.

The reports, prepared by Horwath Porter Wigglesworth Limited, have been released as part of the package of information to shareholders of NZX entity Australasian Property Holdings Group (APH).

In the reports the equity value of ICPbio is said to lie between $10.5 million and $13 million, and the enterprise value at between $25.1 million and $27.6 million.

ICPbio has been manufacturing since 1983 and operates from purpose built production facilities in West Auckland. It leverages New Zealand’s clean, green disease free status to manufacture from animal products, highly sought after intermediate products for a global market.

APH shareholders are being asked at a special meeting to be held in Auckland on Friday 5th May to approve the takeover of ICPbio.

ICPbio is forecasting revenue of $22.8 million for the financial year ending March 31 2007, and a net operating profit after tax of $2.1 million.

The reports note that ICPbio is projecting it will be operating on a “break even” basis by the end of the first quarter of the 2007 financial year, building to profit in the second half of the year.

If approved by APH shareholders, the company will be renamed ICP Biotechnology Limited, and will be 41.9% owned by Dr Earl Stevens and family interests associated with him.

Dr Stevens will be the Managing Director of ICPbio.

He said the growth prospects for the company under its new business plan were “very exciting, and the timing was right for international expansion”.

“We have already leased an additional 24,000 sq ft of manufacturing space to extend our sterile manufacturing capabilities into products for use by human biopharmaceutical companies,” said Dr Stevens.
“The NZX represents a cost effective source of new capital to fund expansion, and a listing through APH is a more cost effective option than an IPO.”

ICPbio currently manufactures and markets products for use in biotechnology, animal reproduction, animal health care and the fine biochemicals fields.

The Group has an established reputation for providing innovative technical and commercial solutions for the pharmaceutical and animal health industries. More than 95% of its products are exported, primarily to North America and Europe, with increasing amounts to Asia, the Middle East and South America.

It was acquired by Dr Stevens and associated parties in August 2005 following an initial investment in December 2004.

Dr Stevens describes ICPbio as operating in the “boring but profitable” end of the biotechnology industry in that it provides the day-to-day products others in the front end, risk part of the business require to make, test, store or deliver their products.

“We make sales and profit regardless of the customer’s discovery process,” he said.

“Our value to the international organisations involved in animal and human health manufacturing and research is that our products are produced from all New Zealand ingredients, and the country is free from all major animal diseases and viral infections.”

ICPbio’s business plan involves the company expanding its operations into the human pharmaceutical area through the production of products and intermediates for biotechnology companies, and by engaging in contract manufacturing for human diagnostic and pharmaceutical companies.

The business plans call for the adoption of a new organisational structure, employing new senior managers, identifying new products, developing new manufacturing processes, and acquiring additional and new plant and equipment.

Staff numbers are expected to grow from the present 50 to 100 within 12 months.

Following the consolidation of the company’s share capital from 61 million shares to 6.1 million shares, the shareholders of APH will be asked to approve

- allocating 80 million new shares in APH to the owners of ICPbio
- allocating 13.3 million new shares in APH to convert $2 million in liabilities into equity shares
- directors being authorised to raise up to $4.5 million in new capital through the placement of new shares


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