Lead All Investments Ltd : Annual Financial Report

Lead All Investments Limited

("LEAL" or the "Company")

Financial Results for the period ended 31 December 2012

This is Lead All Investments Limited's ("Company's") first Annual Report for the period ended 31 December 2012. The Company was admitted to trading on AIM, a market operated by the London Stock Exchange, on 8 February 2012.

The Company raised £3 million at the time of its initial public offering with a view to seeking growth by way of acquiring and investing in multi-level marketing direct selling businesses ("MLM Businesses") operating from its home base in Malaysia and throughout Asia Pacific utilising the investment strategy that we have developed.

The Company's directors, myself and Mr Geoffrey Fielding ("Board") are currently evaluating a number of potential acquisitions together with our financial adviser which would give us the opportunity to attain a level of significant growth and shareholder return. And to this end, the Board and management have been active in considering a wide range of opportunities and analysing a number of proposals from businesses located across the Asia Pacific region. 

The process of any evaluation of the type of business opportunities we are interested in is extensive and, in this context, I am mindful of the trust that the Company's shareholders have placed in our ability to source attractive investment opportunities. It is therefore the Board's intention along with its financial adviser to proceed with the utmost caution in any discussions with other companies and individuals wishing to establish and obtain funding for operations in this significant growth market or in our evaluation of any possible acquisitions we might be disposed to consider. 

The Board is encouraged by the number of potentially viable investment opportunities in the Asia Pacific region. Accordingly we remain confident about the future growth prospects for MLM businesses operating in South East Asia and the opportunities that exist for the Company to achieve success through the implementation of its investment approach.

Following admission the Company had funds of approximately £2.55 million (after admission costs). The Company has used £0.14 million in the ordinary course of business to 31 December 2012. The Company's cash position as at 31 December 2012 was £2.41 million. This cash will continue to be used to meet our operating expenses and to finance any future projects.

Finally, I would like to thank our financial adviser, accountants, lawyers and all those individuals who contributed to our successful listing on the London Stock Exchange.

Ahmad Nasri Bin Abdul Rahim

Chairman

Malaysia

30 April 2013

Contact details:

A copy of the Annual Report has been posted to shareholders and will shortly be made available on the Company's websitewww.leadallinv.com

Statement of Comprehensive Income

for the period ended 31 December 2012

The above items relate entirely to continuing operations.

Statement of Financial Position

at 31 December 2012

The financial statements were approved by the Board of Directors on 30 April 2013 and signed on its behalf by:

Ahmad Nasri Bin Abdul Rahim                                  Geoffrey Baillie Fielding

Chairman                                                                      Independent Non-Executive Director

Statement of Changes in Equity

for the period ended 31 December 2012

All reserves are attributable to the equity holders of the parent company.

Statement of Cash flows

for the period ended 31 December 2012

Notes to the Financial Statements

for the period ended 31 December 2012

1          General information

Lead All Investments Limited (the "Company") is a company incorporated in Cayman Islands under the Companies Law 2011 (as amended) of the Cayman Island on 13 July 2011. The Company is governed by its articles of association and the principal statute governing the Company is Cayman Island law. The Company is domiciled and has its registered office in Cayman Islands and the Company's registration number is WK-259337.

The Company's place of business is Malaysia.

These financial statements are presented in Pounds Sterling ("£"), this being the Company's functional and presentational currency, and rounded to the nearest thousand ("£000").

These financial statements have been approved for issue by the Board of Directors on 30 April 2013.

2          Summary of significant accounting policies

2.1       Basis of preparation

The principal accounting policies applied by the Company in the preparation of these financial statements are set out below and have been applied consistently.

Financial statements of the Company are prepared in accordance with International Financial Reporting Standards, International Accounting Standards and their interpretations issued or adopted by the International Accounting Standards Board, as adopted by the European Union ("IFRSs"). The Company's accounting reference date is 31 December.

The financial statements have been prepared on a going concern basis and on the historical cost basis.

2.2       Going concern

The financial statements of the Company are prepared on a going concern basis. The Company raises finance for their investment activities focusing on the use of multiple distribution strategies for the distribution of their goods and services, especially in the Asia Pacific region.

The Directors are of the opinion that the Company will have sufficient cash to fund its activities based on forecast cash flow information for a period in excess of twelve months from the date of these financial statements' approval. Management continues to monitor all working capital commitments and balances on a weekly basis and believe that they have access to appropriate levels of financing for the Company to continue to meet their liabilities as they fall due at least the next twelve months and is trading as a going concern.

2.3       Segmental reporting

For the purposes of IFRS 8 'Operating Segments' the Company currently has one segment, being investing in the Multi-level Marketing (MLM) sector. No further operating segment financial information is disclosed as, at the period end, the company has not made any investments and therefore does not have any revenue or non-current assets.

2.4       Foreign currency translation

(a) Functional and presentational currency

Items included in the financial statements of the entity are presented in Pounds Sterling ("£"). The currency of the primary economic environment in which the Company raises funds (the "functional currency") is Pounds Sterling.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of the monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

2.5       Cash and cash equivalents

Cash and cash equivalents (readily convertible into a known amount of cash) include cash in hand and deposits held at call with banks with an original maturity of three months or less. For the purpose of the cash flow statement, cash and cash equivalents are as defined above, net of outstanding bank overdrafts. Fixed deposits secured against bank loans are shown separately on the statement of financial position as they do not meet the definition of cash and cash equivalents.

2.6       Loans and other receivables

Trade and other receivables are initially recognised at fair value, which is usually the original invoiced amount plus transaction costs, and subsequently carried at amortised cost using the effective interest method less provisions made for impairment of receivables.

2.7       Trade and other payables

Trade and other payables are initially recognised at fair value, which is usually the original invoiced amount, and subsequently carried at amortised cost using the effective interest method.

2.8       Taxation

Deferred tax is provided in full using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects either accounting nor taxable profit or loss. Deferred tax is determined using tax rates that are expected to apply when the related deferred tax asset is realised or when the deferred tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

2.9       Equity instruments

Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

2.10     Share-based payments

The fair value of options and warrants granted is recognized as an expense, with a corresponding increase in equity, over the period that the holders become unconditionally entitled to the options and warrants. The amount recognized as an expense is adjusted to reflect the actual number of share options and warrants that vest.

For equity settled share-based payment transactions other than transactions with employees the Company measures the goods or services received at their fair value, unless that fair value cannot be estimated reliably. If this is the case the Company measures their fair values and the corresponding increase in equity, indirectly, by reference to the fair value of equity instruments granted. Fair value is measured by use of an appropriate model. In valuing equity-settled transactions, no account is taken of any vesting conditions, other than conditions linked to the price of the shares of Lead All Investments Limited. The charge is adjusted at each balance sheet date to reflect the actual number of forfeitures and cancellations during the period. The movement in cumulative charges since the previous balance sheet is recognized in the statement of comprehensive income, with a corresponding entry in equity.

2.11     Standards and Interpretations in issue not yet adopted

Certain changes to IFRS will be applicable for the Company's accounts in future periods. To the extent that the Company has not adopted these early in the current financial statements, they will not affect the Company's reported profit or equity but they may affect disclosures. As at the date of approval of these financial statements, the following standards and interpretations were in issue but not yet effective:

IFRS 10 - Consolidated Financial Statements

IFRS 11 - Joint Arrangements

IFRS 12 - Disclosure of Interests in other entities

IFRS 13 - Fair value measurement

IAS 1 - (amended) - Presentation of items of other comprehensive income

IAS 12 - (amended) - Deferred tax: Recovery of underlying Assets

IAS 19 - (amended) - Employee Benefits

IAS 27 - Separate Financial Statements

IAS 28 - Investments in Associates and Joint Ventures

IFRS 7 (amended) - Disclosures-offsetting financial assets and financial liabilities

IAS 32 (amended) - Offsetting financial assets and financial liabilities

Numerous other minor amendments to standards have been made as a result of the IASB's annual improvement project. The Directors do not anticipate that the adoption of these standards in future periods will have a material impact on the financial statements in the period of adoption and have decided not to adopt them early.

2.12     Critical accounting judgments and key sources of estimation uncertainty

Estimates and judgements need to be regularly evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, rarely equal the related actual results. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.?

The estimates significant to the financial statements during the period and at the period end are the share based payment calculation, as set out in the relevant accounting policy.

3          Expenses by nature

4          Staff expenses

The average number of employees (including executive directors) employed by the Company during the period is 5.

5          Directors' Remuneration

Details of Directors' remuneration (who are considered to be the key management personnel of the Company) are as follows:

6          Income tax expense

The Company is incorporated in Cayman Islands. No tax reconciliation note has been presented as the income tax rate for Cayman Islands companies is 0%.

7          Loss per share

Basic

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

The weighted average number of ordinary shares outstanding before adjustments for the effects of all dilutive potential ordinary shares calculated as follows:    

Diluted

The dilutedloss per share is the same as the basic loss per share because the conversion of the 17,400,000 share warrants (see note 11) decrease the basic loss per share and are therefore anti-dilutive.

8          Fixed term deposit

In October 2012, cash of £2,330,000 was placed on deposit with an institution which is approved as a scheduled institution by the Bank Negara, Malaysia and located in Malaysia, to run a business of leasing, factoring, fund management and credit financing for projects. The funds are to be held on deposit for the period of one year and a minimum interest rate of 3% will be earned.

9          Cash and cash equivalents

10        Trade and other payables

The carrying amounts of other payables and accruals equate to their fair value and are repayable within 12 months of the period end.

11        Share capital and options

On incorporation the Company had an authorized share capital of US$50,000 comprising 50,000 shares of a nominal value of US$1 each. On incorporation one share was issued fully paid at par value of US$1. On 11 August 2011 a further share of a nominal value of US$1 was issued at par, fully paid.

On 30 January 2012, the Company amended its authorized share capital from US$50,000 to £3,000,000 and US$2 divided into 300,000,000 shares of a par value of £0.01 each and two shares of a par value of US$1 each. On 30 January 2012 the Company repurchased 2 shares of a par value of US$1 each at par from the shareholders and simultaneously issued them two shares of a par value of £0.01 each at par, fully paid.

On 30 January 2012, the Company reduced its share capital to £3,000,000 divided into 300,000,000 shares of a par value of £0.01 each.

On admission of the Ordinary Shares to trading on AIM on 8 February 2012, 30,000,000 Ordinary Shares were placed at a price of £0.10 per share.

On 30 January 2012, the Company entered into a deed of warrant with two parties, conditional upon Admission, to subscribe for 5% (1,500,000 shares) and 3% (900,000 shares) respectively, of the aggregate value of the Exercise Price of all new shares subscribed by investors on the Placing of shares. The shares are exercisable at any time up to five years from the date of Admission at the Placing price of £0.10. These shares were granted for services rendered relating to the Placing of shares on AIM.

Using the Black Scholes method, the fair value of these options was calculated to be £105,360 and the charge was shown as a deduction from the proceeds of the share issue. The following assumptions were used in the Black Scholes formula:

Expected volatility is estimated by considering the Company's share price data since admission to AIM.

In addition, pursuant to share option agreement dated 30 January 2012, conditional upon Admission, the Company has granted the Company's founder, Zheng Zhuoxuan, an option to subscribe for 5,000,000 Ordinary Shares in the Company, at an exercise price of £0.02 per Ordinary Share. The option shall be exercisable by Zheng Zhuoxuan if either:

(i)         the average daily closing share price of the Company over any four month period is equal to or in excess of £0.20 per Ordinary Share; or

(ii)        the net asset value of each Ordinary Share (as determined by the auditors of the Company) on (a) the Business Day immediately before the Company's financial year end and (b) the Business Day which is six calendar months after that date is equal to or in excess of £0.20 per Ordinary Share.

Subject to the option becoming exercisable, the Zheng Zhuoxuan may exercise his option, in whole or in part, from time to time, at any time during an exercise period that commences on the date which is four calendar months after the date of Admission and ends immediately prior to the third anniversary of Admission. The option, to the extent that it remains unexercised, shall automatically lapse and cease to be exercisable on the third anniversary of Admission.

The share options granted to Zheng Zhuoxuan are in acknowledgement of the start-up monies provided to the Company.

In addition, pursuant to share option agreement dated 30 January 2012, conditional upon Admission, the Company has granted Ahmad Nasri Bin Abdul Rahim an option to subscribe for 10,000,000 Ordinary Shares in the Company, at an exercise price of £0.02 per Ordinary Share. The option shall be exercisable by Ahmad Nasri Bin Abdul Rahim if either:

(i)         the average daily closing share price of the Company over any four month period is equal to or in excess of £0.30 per Ordinary Share; or

(ii)        the net asset value of each Ordinary Share (as determined by the auditors of the Company) on (a) the Business Day immediately before the Company's financial year end and (b) the Business Day which is six calendar months after that date is equal to or in excess of £0.30 per Ordinary Share.

Subject to the option becoming exercisable, the Ahmad Nasri Abdul Rahim may exercise his option, in whole or in part, from time to time, at any time during an exercise period that commences on the date which is four calendar months after the date of Admission and ends immediately prior to the third anniversary of Admission.

The option, to the extent that it remains unexercised, shall automatically lapse and cease to be exercisable on:

(i)         the third anniversary of Admission; or

(ii)        the date on which Mr. Ahmad Nasri ceases to be either a director, an employee or a consultant to the Company unless:

(a)  Mr. Ahmad Nasri ceases to be either a director, an employee or a consultant to the Company on grounds of ill health; or

(b)  the board of directors of the Company has confirmed in writing that the options shall not automatically lapse and cease to be exercisable prior to Mr. Ahmad Nasri ceasing to be either a director, an employee or a consultant to the Company.

The share options granted Ahmad Nasri Bin Abdul Rahim form part of his remuneration package and will only come into effect after the Company has generated a significant return for investors.

Using the Black Scholes method, the fair value of these options was calculated to be £1,228,500. It is the directors' best estimate, based on the evidence available at the period end and the lack of investment opportunities during the period, that these options will not vest and therefore the charge has not been recognised. The directors will revise their estimate as and when subsequent information indicates that the shares will vest.

The following assumptions were used in the Black Scholes formula:

Expected volatility is estimated by considering the Company's share price data since admission to AIM.

The weighted average exercise price of all warrants and options at the period end is £0.03 and the weighted average contractual life is 3.3 years.

At the period end, none of the 17,400,000 share options have been exercised.

12        Contingencies

There were no contingent liabilities at 31 December 2012.

13        Related party transactions

There is no related party transaction with the Company.

14        Capital commitments

The Company had no contracted capital commitments at 31 December 2012.

15        Financial risk management

The Company's activities expose it to credit risk, liquidity risk and market risk (including interest rate risk, currency risk and commodity price risk). The Company's overall risk management strategy seeks to minimise adverse effects from the volatility of financial markets on the Company's financial performance.

The Board of Directors is responsible for setting the objectives and underlying principles of financial risk management for the Company. The Company management then establishes the detailed policies such as risk identification and measurement, exposure limits and hedging strategies, in accordance with the objectives and underlying principles approved by the Board of Directors.

There has been no change to the Company's exposure to these financial risks or the manner in which it manages and measures the risk. Market risk exposures are measured using sensitivity analysis indicated below.

Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in a loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company performs on going credit evaluation of its counterparties' financial condition. The Company does not hold any collateral as security over its customers. The Company's major classes of financial assets are fixed term deposits and cash and cash equivalents.

As at the end of the financial period, the Company's maximum exposure to credit risk is represented by the carrying amount of each class of financial assets recognised in the statements of financial position.

As at 31 December 2012, substantially all the cash and bank balances as detailed in Notes 9to the financial statements, are held in major financial institutions which are regulated and located in Hong Kong, which management believes are of high credit quality. The management does not expect any losses arising from non-performance by these counterparties.

As at 31 December 2012, the fixed term deposit as detailed in Note 8 to the financial statement is held with an institution which is approved as a scheduled institution by the Bank Negara, Malaysia and located in Malaysia, to run a business of leasing, factoring, fund management and credit financing for projects. The directors believe that the institution is of high credit quality. The management does not expect any losses arising from non-performance by these counterparties.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date of the Company is as follows:

Currency risk

Currency risk arises from a change in foreign currency exchange rate, which is expected to have adverse effect on the Company in the current reporting period and in future years.

The Company maintains its books and accounts in its functional currency. As a result, the Company is subject to transaction and translation exposures resulting from currency exchange rate fluctuations. However, to minimise such foreign currency exposures, the Company uses natural hedges between sales receipts and purchases, and operating expenses disbursement. It is, and has been throughout the current financial period the Company's policy that no derivatives shall be undertaken except for the use as hedging instruments where appropriate and cost-efficient. The Company does not apply hedge accounting.

The Company incurs foreign currency risk on sales, purchases and operating expenses that are denominated in currencies other than the functional currency.

The Company's currency exposure is as follows:

Interest rate risk

The Company monitors the interest rates on its interest bearing assets closely to ensure favourable rates are secured.

As at the period ended, the Company's only interest-bearing assets relate to bank balances and fixed term deposits.  A change in interest rates at the reporting date would not materially affect profit or loss and as such sensitivity analysis have not been disclosed.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Company's exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Company's objective is to maintain a balance between continuity of funding and flexibility through financial support of shareholders and secures committed funding facilities from financial institution.

15        Financial risk management (continued)

The table below summarises the maturity profile of the Company's financial liabilities at the reporting date based on contractual undiscounted payments:

Capital risk management

The Company's objectives when managing capital (defined as share capital and reserves) are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The Company has no borrowing and cash and cash equivalents consist of the Company own cash at bank only.

16        Control

The Company is not controlled by any one party. Details of significant shareholders are shown in the Directors' Report.

17        Subsequent events

There were no other material events subsequent to the end of the period under review.

About Lead All Investments Limited

The Company's objective is to generate an attractive rate of return for Shareholders, predominantly through capital appreciation, by taking advantage of opportunities to invest in businesses focusing on the use of MLM strategies.

MLM is based on grassroots-level networking where products are sold directly from an individual (known as distributor) to end-users without going through a retail distribution channel. Products are sold by these businesses direct to the distributors, who may develop their own networks of recruits to reach out to more prospects and assist in generating more sales. Subsequently, the distributor receives commission for all revenues generated individually and through his recruits. The compensation is however for the products sold and not for the recruitment of individuals.

The Company aims to provide equity and equity-related investment capital, such as convertible loans, to companies which are seeking capital for growth and development, consolidation or acquisition, or as a pre-IPO round of financing.  The Company's equity interest in a proposed investment may range from a minority position to 100 per cent. ownership, as set out below.  The proposed investments are likely to be unquoted in the majority of cases, but may include publicly traded securities. These investments may be made in combination with additional debt or equity-related financing and, in appropriate circumstances, in collaboration with other financial and/or strategic investors. It is likely that a substantial portion of the Company's financial resources will be invested in building a broad portfolio of assets through smaller investments.

The Company intends to be an involved and active investor. Accordingly, where necessary, the Company may seek participation in the day to day management through board representation, with a view to seeking to improve the performance and growth of the business.

The Company intends to focus on the Asia Pacific region. It will however consider any geographical area, to the extent that the investment fits within the Investing Policy.

The Company will not be subject to any borrowing or leveraging limits.

The Directors consider that as investments are made, and new opportunities arise, further funding of the Company will be required.

The Directors are confident that the Investing Policy of the Company can substantially be implemented within eighteen months of Admission. If this is not the case, the Directors will seek the consent of the Shareholders for its Investing Policy at the Company's annual general meeting immediately following and on an annual basis thereafter until such time that its Investing Policy has substantially been implemented. If it appears unlikely that the Investing Policy can be substantially implemented at any time, the Directors may consider returning any remaining funds to the Shareholders.

The Company has adopted the following principles as part of its Investing Policy:

a)   The Company will not invest in any business which is not a member of the applicable direct selling association or equivalent body present in the area(s) in which the proposed target business operates.

b)   The Company will not invest in any business which has not adopted or does not adhere to the relevant code of conduct or best practice endorsed by the applicable direct selling association or equivalent body present in the area(s) in which the proposed target business operates.

c)   The Company will consider any licensing requirements applicable to MLM businesses in the area(s) in which a proposed target business operates and will not proceed with the investment if the target does not comply with those licensing requirements.

d)   If there is any doubt whatsoever as to whether the business model of the proposed investment target is or is connected to a "pyramid scheme" the Company will not proceed with a proposed investment.

Private Companies

The Company will aim to invest primarily in private companies with high growth potential, where a timely investment will allow the Company to increase market share and create long-term shareholder value. It is envisaged that, in relation to an investment in a private company prior to that company listing on a stock market, the Company would retain a part of its investment in the listed entity going forward. The Company intends to work closely with the management of each investee company to create value by focusing on driving growth through revenue creation, margin enhancement and extracting cost efficiencies, as well as by creating appropriate capital structures to enhance returns.

The Company will target small and mid-sized companies and will seek to secure at least "blocking minority" stakes (usually around 25 per cent) and board representation, where it considers that the Company and/or an investee company would benefit from such an appointment.  The Company will consider making equity investments in lower than blocking minority stakes only where it sees ways to increase the stakes to blocking or controlling stakes at a later date.  Each investment is expected to be in the region of US$250,000 (£155,000).

Public Companies

In addition, the Company may also invest in companies which have securities listed on a stock exchange or over-the-counter market.

When investing in publicly quoted companies, the Company will seek to select companies with a strong market position or strong growth potential in their respective segments. No restrictions will be placed on the size of public companies in which the Company may make an investment. The Directors intend to make investments in companies or businesses with attractive valuations and growth potential, with competent and motivated management, which enjoy brand recognition, have scalable business models, have strong relationships with customers and which have in place transparent and recognised accounting policies and good corporate governance practices.

Realisation of Returns

The Company expects to derive returns on investments principally through long-term capital gains and/or the receipt of dividends from investee companies. As a result, the Board does not envisage the distribution of dividends to Company shareholders in the short to medium term. The primary ways in which the Company expects to realise returns include: (a) the sale or merger of the investee company; (b) the sale of securities of the investee company by means of public or private offerings; and (c) the ultimate disposal of public equity investments through the stock exchanges on which they are listed.

For private investee companies the Company believes that its typical investment holding period should provide sufficient time for investee companies to adequately benefit from the capital and operational improvements resulting from the Company's investment. The targeted holding period shall be reviewed on a regular basis by the Company, but it is expected that this will typically be between two and four years. 

For publicly quoted investee companies the objective is to maximise capital appreciation without any generally expected investment period. Following the acquisition, the Company will monitor the investment closely. Importance will be placed on the timing of any disposal which will follow a thorough review of market conditions and those reports and sources that are available to investors. Should the Company consider that the capital appreciation of a particular public equity investment has reached its peak or is likely to or has begun to decline, then the Company will consider the sale of that investment.

Generally, the Directors will keep under review how best to realise value for Shareholders, whether through a trade sale, flotation or secondary refinancing of the investee companies. The proposed exit route will form a key consideration of the initial investment analysis.

It should be noted that the nature of the Company's activities is speculative and, being dependant on specific investment opportunities, uncertain.  Accordingly, an investment in the Ordinary Shares is designed only for investors who understand such risks and uncertainties, and who can afford to bear the loss of their individual investment

Given the nature of the Investing Policy, the Company will not make regular periodic disclaimers, notifications, or calculations of Net Asset Value.