Investment Strategy

The Directors will consider making an investment (or investments) in businesses across a range of geographical locations, strictly determined by criteria including, inter alia, a stable economy, the prevailing rule of law, minimal regulations regarding the export of capital and no currency constraints.

Whilst the Directors have no bias towards a specific sector, the business (or businesses) which the Company invests in or acquires will, it is envisaged, meet certain conditions which, the Directors believe, will best position the Company to maximise shareholder value. These conditions include, inter alia, a robust business model demonstrating how shareholder value will be created and increase over time, including the generation of strong positive cash flows, and an experienced management team with a proven track record of success in their area of operation. The investment opportunities which the Directors are focusing on:

However, these criteria are not intended to be exhaustive and the Directors may make an investment which does not fulfil any or all of the investment criteria if they believe it is in the best interests of the Shareholders as a whole. The Directors will consider making an investment (or investments) in businesses either as a passive investor and acquire non-controlling shares or other assets or businesses or an active investor and acquire control of a single company. The Company is an investing company which intends to acquire minority or passive stakes in the securities of other businesses (whether publicly traded or not). Any acquisition of a business would be treated as a reverse takeover which would require shareholder approval under the ISDX Rules. The Directors may seek to raise additional funding either prior to or at the same time as the Company carries out a reverse takeover.

Whilst the Directors will be principally focused on making an investment in private businesses, they would not rule out investment in listed businesses if this presents, in their judgment, the best opportunity for Shareholders. The Directors envisage that investments made by the Company will be long term and do not intend that the Company should exit for the foreseeable future once any investment is made.

The Directors believe that their broad collective experience together with their extensive network of contacts will assist them in the identification, evaluation and funding of appropriate investment opportunities. When necessary, other external professionals will be engaged to assist in the due diligence on prospective targets and their management teams. The Directors will also consider appointing additional directors with relevant experience if required.

The Directors recognise the investment strategy outlined above carries a certain degree of risk. However, they believe that the successful implementation of such an investment strategy may result in strong capital growth for Shareholders.

The Directors may seek to raise additional funding either prior to or at the same time as the Company carries out any substantial acquisition or investment. The Company may also seek admission to AIM or another appropriate market in conjunction with any substantial acquisition or investment.

The Directors are not entitled to draw any remuneration from the Company in cash until such time as an investment or acquisition is made and all expenditure by the Company will be kept to a minimum until that stage is reached. At that time the remuneration of the Directors will be reviewed and suitable remuneration arrangements shall be agreed with the Directors and any new persons appointed to the Board. In the intervening period, the directors will accrue entitlement to remuneration, but this will only become payable at the time of an investment or acquisition and will be settled by an issue of shares at the price applicable at the time. Following Admission, the cash held by the Company will be used, in part, as working capital for the operating costs of the Company in order to seek out and research potential acquisitions and investments.
Operating costs will be maintained at the minimum level consistent with the Company’s status as a publicly quoted company. The Company will not acquire premises of its own or engage any full-time employees before making a significant investment or acquisition.

If the Company fails to complete any acquisition or investment as outlined above within 12 months from the date of the start of trading on ISDX, the Directors will seek Shareholders’ approval for the further pursuit of its investment strategy or a resolution will be proposed for a members’ voluntary liquidation of the Company (pursuant to Part IV of the Insolvency Act) and the return of funds (after payment of the expenses and liabilities of the Company) to the Shareholders pro rata to their respective shareholdings.