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Value Catalyst Fund Limited (The)(VCF)

Sector:

Equity Investment Instruments

Market Cap

£129.81m

Change Today

0.000p

Share Price

98.25p

Final Results

Value Catalyst Fund Limited (The)
22 October 2007

The Value Catalyst Fund Limited ("VCF" or "the Company")

Preliminary Results for the year ended 30 June 2007

The Board of The Value Catalyst Fund Limited announces its results for the year 
ended 30 June 2007.
 
Highlights:

-    Strong investment performance with net gains of US$90.7m and profit for the
     year of US$75.0m

-    EPS increased from US$20.57 to US$60.06

-    Total assets increased 8%

-    Net assets increased 32.0%, with net assets per share increasing by 28.5%
 

For further information, please contact:
 
Azhic Basirov / Siobhan Sergeant
Smith & Williamson Corporate Finance Limited
+44 (0)20 7131 4000

Investment Manager's Report

Whenever there is such a turbulent period in markets, everyone focuses on the
last few weeks, so perhaps it is best if we start by including our short note on
August.

August was certainly an interesting month. With the credit markets in complete
turmoil the full extent of the problems some highly leveraged banks and funds
are experiencing is still to be fully known. We are convinced that there are
many holes in balance sheets all around the world and that there are and will
continue to be, many institutions scrambling to hide their sins and put their
houses in order. The off-balance sheet nature of many of the leveraged
structures and their lack of market pricing aids the behind the scenes cover up.

As has been covered in numerous articles, this is a leverage issue. Excessive
and inappropriate leverage. Inappropriate in the sense that many structures seem
to have relied on the short term commercial paper market to finance themselves,
holding much longer dated assets without banking lines in place to support them.
Is it any wonder they were going to experience a bad patch at some point?
Wouldn't an unforeseen global event such as 9/11, an earthquake or a natural
disaster also create a similar funding problem?

We highlighted in our last report our concern over excess leverage in the market
and wondered just how much of the world's equity was financed by debt. We
guessed 50% and asked if clients would suggest alternative numbers if they felt
it was different. Nobody came back with a lower number!

So let's cut to the chase: how did we fare in August and September? VCF returned
-2.04% in August and +2% in September.

Yes we do use leverage but we also build in margins of safety and permanently
run well below our ability to borrow. This is a conscious and daily monitored
position. We have not had to sell anything, we have had no margin calls or
changes in our ability to finance and have in fact probably had our most
inactive month for as long as I can remember (and that's not because it was a
holiday month!).

As most fund managers have experienced, the world's financial markets are
horribly connected.  There certainly was a week in August when tracking (how our
longs were performing against our shorts) did seem to get out of whack - but
nothing that caused us concern. We sat and watched positions and opportunities
emerge over most of August. Reluctant to be too quick to use our valuable
resources, we started to nibble at positions towards the end of the month.

In the closed-end funds sector, it was the highly rated and often the relatively
new funds that took the real hit. Whether it was property funds trading at a
premium or the whole Vietnam fund sector falling, the big moves came in the
horribly expensive funds that we don't own or have shorts in. The rest of the
funds sector has seen discounts widen but not anything like as much as the funds
trading at premiums.  So actually quite a rational market. The new issue tap
that had been gushing for the last three years has certainly stopped and the
indigestion such new issues caused is creating opportunities all over the place.
We would not want to give away what we have been buying just yet but it's good
to have the ability to pick up such bargains and we are sure more will emerge
over the next few months as various funds (mostly hedge funds) try to dump their
bull market new issues and bail out.

Outside of funds, it seems to have been the mid and smaller capitalisation
stocks that have really suffered. Positions that are harder for managers to
hedge must have contributed to increased tracking errors. Again nothing of
concern for our portfolio. A number of positions did lurch about to contribute
to us being off on the month, but nothing dramatic.

Turning to our performance over the twelve months to the 30th June, 2007, the
Net Asset Value of The Value Catalyst Fund ("VCF" or the "Company") grew by
32.75% (with dividends reinvested).

For the period from inception to the 30th June, 2007, VCF's NAV grew by 193.33%
(dividends reinvested).

Disclosure

There has been much coverage about hedge funds and their lack of disclosure. For
now we would like to focus on just one element, that of CFDs (contract for
differences) and equity swaps. These are contracts that allow investors the
economic benefits of owning a share but without the voting rights, and they are
causing quite a problem for regulators and exchanges. Let's first just recap how
they really work. In general what happens is that a fund manager places an order
to buy shares in the market. Having agreed an amount and price he then contacts
a CFD counterparty to ask "can I get a CFD with these shares please". The shares
are then booked to the CFD counterparty and the fund manager receives a contract
over those shares. The CFD counterparty will pay the vast majority of the total
cost of the shares and the fund manager may put down anything between 5-30% of
the cost depending on the nature of the shares bought, with the balance being
paid by the CFD counterparty who charges an interest rate to the fund manager on
that portion.

The result is that only the CFD counterparty goes on the share register and only
he has an obligation to make disclosures. He is also the one who has the votes
over these shares. Now, the CFD counterparty is just a money lender, he isn't
taking on any risk of the company that has been invested in and the votes mean
little to him. As a consequence, many a hedge fund has persuaded their CFD
counterparty to vote one way or the other, without a problem, but because the
fund manager doesn't have a right to, he doesn't have to disclose his position.

If there is a crucial meeting the fund manger can "unwind" the CFD and inform
the CFD counterparty that he wants to break the CFD and take the shares back
into his own portfolio. He doesn't have a right to demand these shares but the
reality is he can "unwind" a CFD any time he likes.

The devil is in the detail. As long as the fund manager doesn't have a stated
right to unwind a CFD and take delivery of the shares then he has no obligation
to declare his position. However, we all know that's complete nonsense in
practice and that it would be highly unusual not to be able to ask for those
shares. It's never happened to us and I have never even heard of it happening to
anybody...ever!

Second Class citizens

The result of all this leaves the poor companies listed on the market in a
quandary. The shareholder on the register isn't the hedge fund, it is the CFD
counterparty. So who should they speak to and who should they interact with?
Many a hedge fund will have been dismissed by a company for not appearing on the
share register. Something that aggravates a hedge fund for sure but this
scenario just isn't good for markets and shareholders. A company may find that
half its share register comprises CFD counterparties and it has no idea who its
real shareholders are, who they should interact with and who to keep updated. In
the middle of all this, the hedge fund can trade away happily without declaring
his position but has a poor relationship with the company in which he's
invested. One that can very easily lead to a hostile relationship.


To us the answer is slap-you-in-the-face obvious. All CFDs and equity swaps
should be treated as though they were ordinary shares. We think all exchanges
should adopt this immediately. Hedge funds may groan about their need to
disclose but isn't that just an admission they had an unfair advantage in the
first place? Companies will then know who their owners are and who to deal with
over any concerns. The market place will be better informed about stakes being
taken in companies and transparency will improve.

The Takeover Panel in the UK has already introduced the requirement to declare a
CFD in a takeover scenario and Switzerland is likely to introduce disclosure
requirements later this year. Yes that's the Swiss leading disclosure
requirements, but there has been little from other exchanges. Certainly there
are Company Law issues to overcome but as a start if every regulator stated that
all regulated businesses must disclose and made the obligation joint and
severable on both ends of the CFD, the vast majority of CFD positions would be
disclosed.

Portfolio Review

Those positions in which we have been or are still active that have contributed
towards performance for the period under review are as follows:

Implenia AG

Formed following the merger of two leading Swiss construction companies in early
2006, Implenia AG is a Swiss listed company with a market cap of $500m. It
provides general contracting, industrial and commercial construction services as
well as real estate development. The market leader with a market share of 5%, it
is also about 3x the size of its closest rival.

We believe that Implenia is a prime takeover target given its current
undemanding valuation and the quality of assets amidst the ongoing European
consolidation.

The story so far

Since the outset, Implenia has refused to recognise and properly register our
entire stake. It has no legal grounds for doing so and in response Laxey
Partners has filed lawsuits against the Implenia board of directors, six of whom
(of a total of eight) will be up for re-election at the company's AGM in April
next year.

Despite stating that the company wishes to remain independent, the board of
directors has been as equally reluctant to consider shareholder friendly
initiatives as it is to talk to potential acquirers, of which there are many.

One to watch.

As at the 30th June, 2007 your Company had a 6.08% economic interest in Implenia
AG, worth $38,128,160, 12.97% of the Company's NAV.

Update: Freeport PLC

On the 3rd of September, 2007 the private equity firm Carlyle Group Inc
("Carlyle") announced that its bid for the factory outlet and leisure site
developer and operator, Freeport PLC, had been accepted by 96.94% of Freeport's
existing share capital, including the 29.75% stake held by Laxey Partners. (The
bid had been dependent on the acceptance of no less than 90% of the issued share
capital.)

Carlyle had agreed to buy Freeport back in March this year only to change its
mind in April and request to the Takeover Panel that it be allowed to retract
its offer. In July the Takeover Panel ruled that the offer must proceed, a
decision that Carlyle accepted.

Carlyle bid 410p per share for Freeport and we received the proceeds in
mid-September.

As at the 30th June, 2007 your Company had a 7.24% economic interest in Freeport
PLC, worth $18,506,760, 6.30% of the Company's NAV.

TDG PLC

TDG PLC is a UK logistics company providing distribution, storage and transport
services for UK and European food and industrial goods manufactures and
retailers.

TDG is cash flow generative in a rapidly consolidating sector. The company has a
strong asset backing, the extent to which is not adequately reflected in its
share price.

Another one to watch, and there has been quite a bit of consolidation activity
in this sector recently.

As at the 30th June, 2007 your Company had a 5.35% economic interest in TDG PLC,
worth $25,331,078, 8.62% of the Company's NAV.

Update: Amanah Millenia Fund Bhd ("Amanah")

A closed-end fund registered in Malaysia, Amanah pursues investments in small
and mid-cap companies listed on the Kuala Lumpur Stock Exchange, as well as
other regional stock exchanges.

Earlier this year Amanah faced its 10th year continuation vote. With liquidation
looming - the fund averaged a discount of 26.56% in 2004, 22.55% in 2005 and
15.26% in 2006 - the Amanah board proposed a semi-annual tender for 10% of
shares at 97% of NAV as well as a reduction in management fees from 1.25% to
0.75%.

In the run up to continuation, and as the fund's largest shareholder, Laxey
Partners had been encouraging the board to pre-empt the vote and come up with a
scheme to please all shareholders: an exit for those wanting it and continuation
for those wanting that. Unfortunately, the scheme proposed above fell short of
this and liquidation became inevitable.

To this end, Andrew Pegge joined the Amanah board and in line with a revised
board recommendation Amanah Millenia Fund Bhd failed its 10th anniversary
continuation vote in June. Liquidation proposals were formulated ahead of the
self imposed 3 month deadline and at the time of writing, 74% of the portfolio
was already in cash and the fund was trading at a 8.5% discount to NAV.

As at the 30th June, 2007 your Company had a 3.89% economic interest in Amanah,
worth $6,135,014, 2.09% of the Company's NAV.

PUMA AG

The sportswear lifestyle company, Puma, in comparison to its peers was a
substantially undervalued asset. As a shareholder, Laxey had been pushing
management to accelerate the share buy-back programme and consider alternative
financial structures to better highlight the underlying value of the individual
parts of the Puma business.

It was at this point in our discussions that Puma and a significant Puma
shareholder were approached by PPR, the consumer luxury goods retailer.

The resulting bid was accepted and Puma became part of the PPR group.

Sambu Construction Company Limited ("Sambu")

A Korean company, Sambu specialises in government construction projects as well
as building office blocks, industrial plants, hotels, apartments, schools and
shopping malls.

Across its funds Laxey Partners has a 7.4% stake in Sambu. On a sum of the parts
basis, we consider Sambu to be trading at a deep discount to its underlying
value (45% by our reckoning), and to its peers. One of the ways it could unlock
this value would be through the sale or redevelopment of its assets, the largest
of which is located in the Gangnan-gu district of Seoul - one of Korea's most
prestigious residential areas. With this in mind, Laxey Partners is in dialogue
with the management of Sambu.

With a fantastic ROI of 100% so far, as at the 30th June, 2007 your Company had
a 2.58% economic interest in Sambu, worth $9,954,276, 3.39% of the Company's
NAV.

Update: Falcon Investment Trust

The UK incorporated closed-end fund that was no stranger to re-organisations
faced its last one when shareholders at the trust's second EGM on the 25th May,
2007 unanimously approved the voluntary winding up of Falcon.

Across its funds, Laxey Partners had a 26% stake, which we acquired at a 20%
discount to NAV and tendered at 96.5% of NAV.

Nippon Commercial ("Nippon")

Nippon Commercial is a Japanese REIT that invests in medium to large sized
offices and high quality retail facilities in Tokyo and other major Japanese
cities.

We expect office rents for the kind of property owned by Japanese REITs to see
significant rental growth over the next few years and Nippon Commercial is well
placed to benefit from both office rental growth on its existing portfolio and
the positive spread still available on debt funded property purchases in Japan.
The company's shares are currently trading at a significant discount to a NAV.

As at the 30th June, 2007 your Company had a 0.61% economic interest in Nippon,
worth $6,766,833, 2.30% of the Company's NAV.

Land Securities Group PLC

With newly acquired REIT status, the FTSE 100 Land Securities is trading at a
25% discount to NAV. Land Securities is the fourth largest REIT in the world but
has launched its new REIT status into a property market that is digesting five
interest rate rises and a poor historic spread over gilts. Perhaps more
interestingly the REITs can become take-over targets after one year. If they are
taken over in the first year they would have to pay back all the tax saved by
converting to a REIT but not so after one year. That year is up on 31st December
and we believe Land Securities will have to address its discount before someone
else does!

Across its funds, Laxey Partners has a 1% stake in Land Securities.

Portfolio Statement
As at 30th June, 2007

                                   2007        2007           2006        2006
                                 Market  % of total         Market  % of total
                                  value  net assets          value  net assets
Description                         US$                        US$
Investment funds - long     155,855,950       53.02    173,249,948       77.82
Investment funds - short    (13,378,791)      (4.55)    (5,769,759)      (2.59)
Investment funds - long
swaps                         9,485,620        3.23      1,549,596        0.70
Investment funds - short
swaps                          (292,167)      (0.10)      (162,915)      (0.07)
Equities - long             273,628,909       93.08    245,788,469      110.39
Equities - short            (20,377,652)      (6.93)   (51,470,723)     (23.12)
Equities - long swaps           147,007        0.05       (345,630)      (0.16)
Equities - short swaps       (3,038,663)      (1.03)      (828,751)      (0.37)
Equities - warrants                   -           -        320,178        0.14
Fixed income                    136,307        0.04         27,466        0.01
Index swaps - short            (230,301)      (0.08)      (461,051)      (0.21)
Futures - long                        -           -        643,289        0.29
Futures - short              (1,347,372)      (0.46)    (2,635,633)      (1.18)
                              ---------    --------      ---------   ---------
                            400,588,847      136.27    359,904,484      161.65

Other assets less
liabilities                (106,615,469)     (36.27)  (137,259,315)     (61.65)
                              ---------    --------      ---------   ---------

Total net assets            293,973,378      100.00    222,645,169      100.00
                             ==========    ========     ==========   =========

                                                           2007           2006
Analysis of investments by currency                        % of           % of
                                                    investments    investments

British pound                                             23.03          26.05
United States dollar                                       8.17          12.26
Euro                                                      28.41          17.26
Other                                                     40.39          44.43
                                                      ---------      ---------
                                                         100.00         100.00
                                                      =========      =========

                                                           2007           2006
Analysis of investments by geographical sector             % of           % of
                                                    investments    investments

Asia ex. Japan                                                -           9.87
Chile                                                         -          (0.20)
Egypt                                                         -           0.26
Europe Developed ex UK                                    15.28          16.87
European Emerging                                         (0.46)          3.61
European Regional Developed                                7.77           0.45
Greece                                                     0.12           1.09
Hungary                                                    0.38           0.67
Netherlands                                                2.49           2.11
Norway                                                     2.77           4.23
Other                                                     17.71          10.67
South Korea                                                5.86           2.88
Switzerland                                               19.55          16.61
Taiwan                                                        -           0.11
UK                                                        26.39          14.72
USA                                                        2.14          16.05
                                                      ---------      ---------
                                                         100.00         100.00
                                                      =========      =========

Cuba                                                          -              -

Income Statement
For the year ended 30th June, 2007

                                                              2007         2006
                                               Notes           US$          US$

Income
Dividends                                      1(h)     12,498,548   11,938,611
Interest                                       1(h)      3,371,189    1,409,191
Net realised gains on realisation of
financial
assets and liabilities at fair value through   1(b)     47,525,339   60,002,290
the profit and loss
Net unrealised gains/(loss) on financial
assets and liabilities other than 
currency forwards                              1(b)     40,917,600  (20,187,948)
at fair value through the profit and loss
Net unrealised gains/(loss) on currency
forwards at fair value through the             1(b)      2,288,616   (9,263,591)
profit and loss                                        -----------   -----------
Total investment income                                106,601,292   43,898,553
                                                       -----------   -----------

Expenses
Dividends payable on short positions           1(i)        928,531    1,233,114
Interest expense                                        13,329,622   10,188,253
                                                        ----------   -----------
Investment expenses                                     14,258,153   11,421,367
                                                        ----------   -----------

Investment management fee                         2      6,103,682    5,556,441
Performance fee                                   2      9,345,689      955,464
Administration fee                                3        449,041      375,468
Audit fees                                                  31,950       30,430
Directors' fees                                            113,125      102,091
Other expenses                                    4      1,239,503    1,353,679
                                                        ----------    ----------
Total other expenses                                    17,282,990    8,373,573
                                                        ----------    ----------
                                                           
Total expenses                                          31,541,143   19,794,940
                                                        ----------   -----------
Net profit                                              75,060,149   24,103,613
                                                        ==========   ===========

Earnings per ordinary share
Basic and fully diluted                          12       US$60.06     US$20.57
                                                         =========    =========


Balance Sheet
As at 30th June, 2007

                                                            2007           2006
                                             Notes           US$            US$
Assets
Investment funds - long                              155,855,950    173,249,948
Investment funds - long swaps                         10,993,051      2,774,824
Investment funds - short swaps                           136,673          5,220
Equities - long                                      273,628,909    245,788,469
Equities - long swaps                                    969,188        704,516
Equities - short swaps                                    20,467              -
Equities - warrants                                            -        320,178
Index swaps - short                                       49,059        360,607
Debt securities                                          136,307         27,466
Futures - long                                                 -        643,289
Futures - short                                           64,652        157,274
Amounts receivable on currency forwards                3,709,082      5,374,306
Cash at bank and brokers                                 234,299      3,932,564
Cash held as margin at brokers                        57,456,973     27,114,413
Amounts due from outstanding sale settlements          3,974,779     11,516,901
Other debtors and accrued income                7      1,535,978      1,690,020
Loans receivable                               19      2,723,784              -
                                                     -----------    -----------
Total assets                                         511,489,151    473,659,995
                                                     ===========    ===========

Equity
Share capital                                   9          1,361          1,327
Share premium                                  10    141,579,776    135,071,990
Retained earnings                              10    152,392,241     87,571,852
                                                     -----------    -----------
Total shareholders' funds                            293,973,378    222,645,169
                                                     -----------    -----------

Liabilities
Investment funds - short                              13,378,791      5,769,759
Investment funds - short swaps                           428,840        168,135
Investment funds - long swaps                          1,507,431      1,225,228
Equities - short                                      20,377,652     51,470,723
Equities - long swaps                                    822,181      1,050,146
Equities - short swaps                                 3,059,130        828,751
Index swaps - short                                      279,360        821,658
Futures - short                                        1,412,024      2,792,907
Amounts payable on currency forwards                   3,160,517      7,114,357
Overdrawn balances at brokers                        157,692,846    166,677,377
Amounts due for outstanding purchase
settlements                                              571,834      7,274,001
Other creditors and accrued expenses            8     14,825,167      5,821,784
                                                     -----------    -----------
Total liabilities                                    217,515,773    251,014,826
                                                     -----------    -----------

Total liabilities and equity                         511,489,151    473,659,995
                                                     ===========    ===========

Net asset value per ordinary share             11      US$232.99      US$181.33
                                                     ===========    ===========


Statement of Changes in Net Assets
For the year ended 30th June, 2007

                            Share          Share       Retained
                          capital        premium       earnings          Total
                              US$            US$            US$            US$

Balance at 1st July,
2005                        1,186    110,683,952     68,367,777    179,052,915

Increase in net assets
arising from operations         -              -     24,103,613     24,103,613

Dividend                        -              -     (4,899,538)    (4,899,538)

Issue of shares               141     24,388,038              -     24,388,179
                         --------    -----------     ----------    -----------
Balance at 30th June,
2006                        1,327    135,071,990     87,571,852    222,645,169
                         --------    -----------     ----------    -----------

Balance at 1st July,
2006                        1,327    135,071,990     87,571,852    222,645,169

Increase in net assets
arising from operations         -              -     75,060,149     75,060,149

Dividend                        -              -    (10,239,760)   (10,239,760)

Issue of shares                34      6,507,786              -      6,507,820
                        ---------     ----------    -----------     ----------
Balance at 30th June,
2007                        1,361    141,579,776    152,392,241    293,973,378
                        =========    ===========    ===========     ==========


Cash Flow Statement
For the year ended 30th June, 2007

                                          Notes           2007            2006
                                                           US$             US$

Operating activities
Dividends received                                  12,827,416      10,502,399
Interest received                                    3,196,364       1,404,008
Dividends paid on short positions                     (872,479)     (1,607,098)
Management fee paid                                 (5,737,458)     (4,714,246)
Administration fee paid                               (444,535)       (367,971)
Performance fee paid                                  (906,394)     (2,043,146)
Other expenses paid                                 (1,337,820)     (2,155,997)
Interest paid                                      (13,238,974)     (9,474,362)
Increase in loans receivable                        (2,723,784)              -
Increase in cash held as margin                    (30,342,560)     (6,698,330)
                                                   -----------      ----------
Net cash outflow from operating
activities                                  14     (39,580,224)    (15,154,743)
                                                   -----------     -----------
Investing activities
Purchase of investments                           (548,661,648)   (507,868,139)
Sale of investments                                597,260,078     458,849,506
                                                  ------------    ------------
Net cash inflow/(outflow) from investing
activities                                          48,598,430     (49,018,633)
                                                  ------------    ------------
Financing activities
Dividend paid                                       (3,731,940)       (756,111)
Subscriptions received                                       -      20,244,752
                                                  ------------    ------------
Net cash (outflow)/inflow from financing
activities                                          (3,731,940)     19,488,641
                                                  ------------    ------------

Increase/(decrease) in cash and cash
equivalents                                 15       5,286,266     (44,684,735)

Opening cash and cash equivalents                 (162,744,813)    118,060,078
                                                  ------------     -----------

Closing cash and cash equivalents           15    (157,458,547)   (162,744,813)
                                                  ============    ============

Non cash flow movement
Relates to re-invested dividend              5       6,507,820       4,143,427


Notes to the Financial Statements
For the year ended 30th June 2007

1. Accounting policies

The financial statements have been prepared in accordance with the historical
cost convention as modified by the revaluation of investments. The principal
accounting policies which have been applied are set out below, such policies
complying with International Financial Reporting Standards.

"The Company has adopted the US$ as its measurement and reporting currency. The
Company trades in a number of different currencies and markets and as a
consequence the Directors have determined that the measurement currency of the
Company is the currency in which shares are issued."

2. Dividend

2007 Dividend

On 15th October 2007, the directors declared a dividend of US$11.21 in respect
of the year ended 30th June, 2007.
                                                                         Total
                                                                           US$
2006 Dividend
Paid 30th September 2006
Dividend of US$8.34 per ordinary share                              10,239,760
                                                                    ==========
2005 Dividend
Paid 30th September 2005
Dividend of US$4.51 per ordinary share                               4,899,538
                                                                     =========
3. Investments

                                                2007                     2006
                                                 US$                      US$

Long positions:
Market value                             439,253,791              421,233,316
                                         ===========              ===========
Cost                                     348,766,297              371,213,177
                                         ===========              ===========
Short positions:
Market value                             (38,664,945)             (61,328,832)
                                         ===========             ===========
Proceeds                                 (29,654,768)             (51,868,410)
                                         ===========             ============

All of the Company's investments are classified as held for trading (see note 1
(b)).

4. Share capital

                                     2007        2007          2006       2006
                                     Number       US$          Number      US$
Authorised share capital
Founder shares of US$1 each           100         100           100        100
Ordinary shares of US$0.001
each                           49,900,000      49,900    49,900,000     49,900
                                           ----------                ---------
                                               50,000                   50,000
                                           ==========                =========

                                     2007        2007          2006       2006
                                     Number       US$          Number      US$
Issued share capital
Founder shares of US$1 each           100         100           100        100
                               ----------  ----------    ----------  ---------
Ordinary shares of US$0.001
each
At 1st July, 2006               1,227,789       1,227     1,086,372      1,086
Issued during year                 33,942          34       141,417        141
                               ----------  ----------    ----------  ---------
At 30th June, 2007              1,261,731       1,261     1,227,789      1,227
                               ----------  ----------    ----------  ---------

Total issued share capital                      1,361                    1,327
                                           ==========                =========
Characteristics of shares

Founder shares and Ordinary shares

On a show of hands every Member, being a holder of Founder or Ordinary shares,
who is present in person shall have one vote, and on a poll every Member present
in person or by proxy shall be entitled to one vote for every share of which he
is the holder save that while any Ordinary shares are in issue no voting rights
shall attach to the Founder shares.

Share rights on a winding up

On a winding up of the Company, the liquidator of the Company shall, so far as
is possible, apply the assets available for distribution in the following
manner:

(i) Firstly, in payment pari passu to the holders of the Ordinary shares of a
sum equal to the nominal amount of the Ordinary shares held by such holders
respectively;

(ii) secondly, in repayment to the holders of the Founder shares of sums up to
the nominal amount paid up thereon; and

(iii) thirdly, in the payment to the holders of the Ordinary shares of any
balance then remaining such payment being made in proportion to the number of
Ordinary shares held.

Share rights on redemption

Any ordinary shareholder who in aggregate holds more than 10 per cent of the
issued ordinary share capital of the Company has the right to request the
Company for an in specie redemption at any time. Subject to the discretion of
the Directors, that ordinary shareholder will receive a pro rata distribution of
the Company's portfolio which may be adjusted at the Director's discretion to
protect the value of the Company's portfolio as a whole, within 180 days of the
Company receiving such a request.

5. Reserves
                                                     2007                 2006
                                                      US$                  US$
Share premium
At 1st July, 2006                             135,071,990          110,683,952
Relating to issues of shares                    6,507,786           24,388,038
                                               ----------            ---------
At 30th June, 2007                            141,579,776          135,071,990
                                               ==========            =========

Retained earnings
At 1st July, 2006                              87,571,852           68,367,777
Net profit for the year                        75,060,149           24,103,613
Dividend                                      (10,239,760)          (4,899,538)
                                               ----------            ---------
At 30th June, 2007                            152,392,241           87,571,852
                                               ==========            =========

6. Net asset value per ordinary share

The net asset value per ordinary share is based on the net assets attributable
to ordinary shares and the number of ordinary shares in issue at 30th June,
2007.
                                               2007                       2006
                              Total       Per Share          Total   Per Share
                                US$             US$            US$         US$

Net asset value         293,973,378          232.99    222,645,169      181.33
                        ===========      ==========    ===========   =========

7. Earnings per ordinary share

The basic earnings per ordinary share is based on the increase in net assets
arising from operations (before appropriations) during the year of US$75,060,149
(2006: US$24,103,613) and the weighted average number of ordinary shares in
issue during the year of 1,249,807 (2006: 1,171,696).

8. Publication of Non-Statutory Accounts

The financial information set out in this preliminary announcement does not
constitute statutory accounts. The balance sheet as at 30 June 2007 and the
group profit and loss account, statement of changes in net assets, consolidated
cash flow statement and associated notes for the year then ended have been
extracted from the Company's 2007 financial statements upon which the auditor's
opinion is unqualified.

9. Copies of Annual Report

Copies of the annual report and accounts will be sent to shareholders. Further
copies will be available from HSBC Securities Services (Isle of Man) Limited,
12-13 Hill Street, Douglas, Isle of Man, IM1 1EF.









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