Published 25 January 2006
Australasian Property Holdings Group Ltd’s direction change – out of property, into biotechnology, announced on 22 December – has taken a slightly different course from the original proposal.
The company has cancelled a rights issue but still plans to consolidate its shares before implementing a reverse takeover. However, there’s a complication for the sale of its property assets – its joint-venture partner has called receivers into a subsidiary which owns some of the project development land.
The company began life as Petro Taranaki in 1983, became Areco NL in 1986, Leisure Lea Corp NL in 1997 and Australasian Property in 2001. For a large part of that time it’s been listed in New Zealand but owned property assets in the Blue Mountains outside Sydney.
Directors announced the conditional heads of agreement, to buy all the shares of the ICP Biotechnology Group Ltd (a company yet to be formed) & its subsidiaries, in December then, on 13 January, proposed a 3:1 renounceable pro rata rights issue at 2c/right for up to 183.1 million new shares to be issued at 20c/share.
The directors then intended to consolidate the company’s shares on a ratio of about 1:10-12 before issuing shares to ICP Bio’s shareholders.
But today they said they’d cancelled the rights issue so shareholders could first vote on the proposals to dispose of existing assets and buy ICP Bio.
Australasian Property will now carry out a 1:3 consolidation before the acquisition, for which the consideration has been set at $16.3 million, to be satisfied by the allotment of 81.8 million shares at 20c.
Australasian Property has appointed Horwarth Porter Wigglesworth Ltd to prepare an independent advisor’s report, but still requires Takeovers Panel approval for that appointment. The company hasn’t yet set a date for the necessary special meeting to approve the transactions.
The reverse takeover will see the departure of Australian directors Tracey Lake & Lawrence Chartres from the Australasian Property board after 14 years with the company. More recently appointed local directors Roger Gower & Alistair Ward will stay on, Mr Gower as independent chairman & Mr Ward as an independent director.Australasian Property said while negotiations continued with potential purchasers, project financiers & joint-venture partner Reed Constructions Australia Pty Ltd for the sale of all or part of their Blue Mountains project, Reed had appointed a receiver to one of the group subsidiaries, Numarra Pty Ltd, which owns part of the development project land.
On the other side of the deal, existing company ICPBio Ltd manufactures, markets & distributes internationally a range of proprietary bio-technology media & products, principally used in animal health, veterinary & human pharmaceuticals. Its management team will continue with the listed company in its new guise.
ICP bio’s directors are investment banker Tony Hannon (son-in-law of land developer Ian Gillespie) & Earl Stevens.
Companies Office documents show its 6 million shares are held it 2 tranches by Bio-strategy Bio-tech Ltd, which in turn is owned by Bio-strategy Partners Ltd. Ultimate shareholders are Earl & Tracey Stevens, Graeme Thompson of Whangaparaoa and Intellectual Capital Partners Ltd (formerly I-cap Partners Ltd). Mr Hannon holds an interest in I-cap, along with Lindsay Lloyd of Christchurch, Nicholas Lodge of Dubai, David Teece & Lloyd Investments Ltd of Berkeley, California, & FWU AG of Munich.
Mr Hannon’s directorships include Auckland Bridge Climb Ltd, Basin Properties Ltd, Canterbury NZ Ltd, Endeavour Foundation Ltd, Jade Software Corp Ltd, Oceanic Insurance Ltd, Radius Health Group Ltd, Rodney Wayne Ltd, Treble Cone Investments Ltd & Woosh Wireless Ltd. He’s a former director of 4WD Experience (NZ) Ltd (in receivership), Bancorp NZ Ltd, Northplan Financial Services Ltd & Savoy Equities Ltd.
Mr Stevens is a director of the Bio-strategy companies, Gene Expression Ltd, Kendro Instruments NZ Ltd, Kendro Laboratory Products Ltd & Partnar Animal Health Ltd.
Earlier stories:
28 October 2005: Australasian Property negotiates Katoomba sale, weighs up restructure
7 July 2004: Australasian Property Holdings gets new Katoomba completion venture
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Attribution: Company statements, story written by Bob Dey for this website.