Investment Opportunity

Our mantra stems from our ability to create real & sustainable competitive advantages for our clients.

Ownership Structure

The Company proposes to offer for sale a total of approximately 22% (or its equivalent in the event of a capital
restructuring) of APMS to new members.

The present owners have invested money, time, contacts, research, development, processes and systems of the business. For this contribution they will retain 80% (or its equivalent in the event of a capital restructuring) of APMS from the outset.

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Current Members: 78%
New Shareholders: 22%

Oversubscriptions

The company may consider oversubscriptions in this offering. The decision of the Directors of APMS is final.

Allotment of Shares

Allotment of shares under the Offer will take 2 weeks after the Minimum Subscription has been raised. Prior to allotment, all application monies shall be held by the Company. The Company, irrespective of whether the allotment of shares takes place, will retain any interest earned on the application monies.

The Directors reserve the right to allot shares in full for any application or decline any application.

How to Apply For Shares

Applications may be made, and will only be accepted, on the relevant Application Form. An Application Form can be obtained by completing an Expressions of Interest form. Full payment for the shares listed on the Application must be received at the same time.

Who to Contact

Investors with questions on the Offer in general or wish to make an application should contact:

Dr Mark Rainbird
Director – Ramscove
Mobile: 0430 977 739
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Applications Made Outside Australia

The distribution of this Information Memorandum in jurisdictions outside Australia and New Zealand may be restricted by law and does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. Persons who come into possession of this Information Memorandum should seek advice on and observe any restrictions on accepting an offer. Any failure to comply with the restrictions may constitute a violation of applicable securities law.

Under writing

This Offer is not underwritten.

Taxation

The acquisition and disposal of Shares in the Company will have tax consequences, which will differ depending on the individual financial affairs of each shareholder. All potential investors in the Company are urged to take independent finance advice about the consequences of acquiring these Securities from a taxation standpoint and generally. To the maximum extent permitted by law, the Company, its Directors and its Advisors accept no liability or responsibility with respect to taxation consequences of subscribing for shares under this Information Memorandum.

Stock Exchange Listing

The share offering by this Information Memorandum will not be quoted on a stock exchange. This raising is Pre-IPO, but no quotation is expected within 12-24 months unless market and company conditions and appropriate.

Shareholder Financial Reporting

APMS is a publicly unlisted company and it is a legal obligation for the company to have accounts prepared and audited. An annual report will then be filed and distributed to shareholders.

Dividend Policy

The Company will pay dividends from the profit made by the company when prudent. It is the intention to distribute
these dividends as fully franked dividends where possible. However, the director does not expect that any dividend will be payable in respect of financial year ending 30 June 2011.

Litigation

The Company and its Director are not and have not been, during the 12 months preceding the date of this Information Memorandum, involved in any legal proceedings which have had a significant effect on the financial position on the Company. As far as the Directors are aware there are no such proceedings imminent or threatened against the company.

Legal Jurisdiction

The legal jurisdiction for this offer is Victoria, Australia.

Limited Liability

As the shares under this Information Memorandum are fully paid shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

Transfer Of Shares

Should a Shareholder seek to dispose of any of their shares, the Share Certificate will need to be provided to the Share Registry to allow a transfer to occur. The Directors of the Company may refuse to register a transfer of shares where the transfer is not in registrable form. The Company has first right of refusal on purchase of shares.