REG - Mindflair PLC - Half-year Report
27/09/2024 07:00
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RNS Number : 8983F Mindflair PLC 27 September 2024
27 September 2024
Mindflair PLC
("Mindflair" or the "Company")
Unaudited interim results for the six months ended 30 June 2024
Mindflair plc (AIM: MFA), the company focused on investing in AI related
technology, is pleased to announce its unaudited interim results for the
six-month period ended 30 June 2024.
Highlights
Company highlights
· Increase in net asset value ("NAV") to £7,488,000 as at the period end
(31 December 2023: £5,844,000), equating to growth of 28% since 31 December
2023
· NAV per share as at the period end of 2.70 pence (31 December 2023:
2.13 pence) compared to a current share price of 0.775 pence with Mindflair
trading at a 71% discount to its NAV as at 26 September 2024
· Profit of £1,644,000 during the period (six months ended 30 June 2023
loss before taxation of £512,000)
· Post period end placing to raise £925,000 before expenses in July 2024
· Further investment in SV plc post period end to increase exposure to
SVV1, in order to benefit from expected SVV1 realisations, and SVV2 given its
exposure to AI
Portfolio highlights
· Completion of the disposal of Landvault, an investment in SVV1, to
Infinite Reality for US$450 million in an all-share transaction at a
significant multiple of its carrying value
· Profitable sale of shareholding in Smarttech247 Group plc
("Smarttech247")
· Getvisibility, one of the Company's larger direct investments, has
continued to make good progress. In particular, post period end, Forcepoint
launched a comprehensive security solution for Open AI GPT which is powered by
Getvisibility core technology
· SVV1 continues to focus on realising material cash returns from its
portfolio given that it is now in its investment realisation phase and expects
further exits following on from Landvault
· SVV2, with the British Business Bank as a cornerstone investor, has
made a number of new investments in exciting AI companies during the period
· Post the period end in August 2024, SVV2 made three further new
investments in PHINXT Robotics Limited ("PHINXT"), Purple Transform Limited
("Purple Transform") and Learn Cycle Limited ("Stylus Education"). PHINXT is
an innovative AI-led robotics software company that is redefining warehouse
automation and Vortex IQ is an AI-powered automation platform for e-commerce.
Purple Transform is a data analytics platform focused on enhancing safety,
security and efficiency across industries such as rail and wider transport.
Stylus education is an Edutech company whose platform, LearnCycle, uses AI to
automate paper-based assessments, cutting down hours of marking while keeping
the quality of personalised feedback intact.
Nicholas Lee, Director of Mindflair, commented:
"The Company has made excellent progress in the first half of 2024 with a
significant increase in net assets and further progress with regard to the
realisation of investments in its portfolio. In particular, the sale of
Landvault for US$450 million has been completed and SVV1 now holds shares in
Infinite Reality. We expect to receive further details with regard to the
planned IPO of this company shortly. There has also been an exciting further
development announced regarding Getvisibility's relationship with Forcepoint
in connection with data protection across generative AI.
"Furthermore, SVV2 has made a number of new investments in exciting AI
companies and Mindflair continues to provide investors with the opportunity to
gain exposure to a portfolio of AI focused companies in a sector which
continues to thrive and be at the forefront of technology development.
"Post period end, the Company increased its investment in Sure Venture plc in
order to increase its exposure to SVV1, which the Company expects will make
some exciting realisations in the short term, and SVV2 given its exposure to
AI."
Investment overview
1. Summary
Mindflair is a company focused on investing in next generation technology with
a focus on the application of AI to transform large traditional industries.
Mindflair invests in its portfolio companies directly, or indirectly, as set
out below, through: (i) its investments in three funds managed by Sure Valley
Ventures ("SVV") and (ii) its investment in Sure Ventures plc.
Investments SVV1 SVV2 SVV3 Sure Ventures plc
Direct Getvisibility, Low6 and Precog 13% 6.1% 16% 21.3%
Indirect 5.9% via Sure Ventures plc 1.3% via Sure Ventures plc Holds stakes of 25.9% of SVV1 and 5.9% of SVV2
Cornerstone investor Enterprise Ireland British Business Bank Enterprise Ireland
Net interest 18.9% 7.4% 16.0% 21.3%
The above table does not include the effect of the additional investment in
Sure Ventures plc which took place in August 2024 and which increased the
Company's shareholding to 23.8%.
The Company's principal investment portfolio categories are summarised below:
Category Cost or valuation at 30 June 2024 Cost or valuation at 31 December 2023
£000s £000s
Investment in Sure Valley Ventures 7,124 4,932
Direct investments 1,534 1,563
Cash/other listed securities 360 206
Total 9,018 6,701
During the period under review, the Company's investment portfolio grew
significantly, principally driven by an increase in the valuation of the
Company's investment in Sure Valley Ventures due to the sale of the holding in
Landvault to Infinite Reality for US$450 million. Post period end in July
2024, the Company undertook a placing to raise £925,000 before expenses in
July 2024, however, the cash balance above as at 30 June 2024 does not include
the proceeds from this placing.
2. Sure Valley Ventures Fund ("SVV1")
SVV1 is SVV's first fund which has completed its new investment phase and has
now entered into its realisation phase. It has already achieved four
realisations/liquidity events to date, with more expected in the short term.
Within the SVV1 portfolio, highlights during the period include:
- Getvisibility is a cybersecurity company focusing on data visibility
and control and uses state-of-the-art artificial intelligence ("AI") to
classify and secure unstructured information. Getvisibility, one of the
Company's larger investments, has continued to make good progress during the
period. In particular, post period end, Forcepoint launched a comprehensive
security solution for generative AI platforms part of which is powered by
Getvisibility.
Mindflair also has a direct interest in Getisibility and, an additional
indirect interest through SV plc.
- LandVault, a large metaverse builder, was sold to Infinite Reality for
US$450 million in an all-share transaction. SVV1 has a 7% shareholding in
Landvault and Infinite Reality is expected to seek a listing on Nasdaq. This
transaction has the potential to generate proceeds of circa US$6 million for
Mindflair, although there can be no guarantee that a listing will take place.
- Smarttech247 Group plc (AIM: S247) is an established global
artificial intelligence-based cybersecurity business, specialising in
automated managed detection and response. SVV1's shareholding was sold
during the period.
As at the period end, SVV1 had a portfolio of 11 investee companies at
different stages of development, spanning a range of sectors. This portfolio
provides Mindflair with exposure to a number of key, cutting-edge and rapidly
growing technology sectors. Further details of the portfolio companies and
recent developments are set out below:
Security
Nova Leah An artificial intelligence cyber-security risk assessment and protection
platform for connected medical devices.
(Nova Leah Limited)
connected medical devices.
Getvisibility An Artificial Intelligence security company addressing the substantial problem
faced by corporations in storing, sorting, accessing and protecting data.
(Visibility Blockchain Limited)
PreCog An artificial intelligence security solution platform company that provides
data intelligence to combat crime, terrorism and protect vulnerable people.
(Polience Limited) Customers include leading law enforcement and security agencies, and transport
infrastructure groups.
Immersive Technologies
Engage XR A developer of virtual reality and immersive experiences with a specific focus
on education and enterprise learning and development. The company is listed on
(Engage XR Holdings plc) AIM, has over 100 commercial customers and is rapidly growing revenue and
margins.
Infinite Reality LandVault (formerly Admix) was sold to Infinite Reality ("iR"). iR is an
innovation company powering the next generation of digital media and ecommerce
through AI and immersive technologies. iR's virtual worlds enable brands and
creators to fully control how they distribute content, engage audiences, and
monetise their creations while maintaining ownership of their data.
VividQ A deep tech software company which has developed a framework for real-time 3D
holographic displays for use in heads-up displays and AR headsets and glasses.
(VividQ Limited)
Volograms An artificial intelligence deep learning company that uses Al to create 3D
augmented reality from 2D photos and videos. The company has launched a
(Volograms Limited) consumer AR Camera app called Volu and has pro user and enterprise versions in
development.
Virtex A company building a platform for the next-generation of live, immersive
entertainment within the virtual reality gaming and esports industries. It is
(Virtex Limited) developing its new Stadium app.
Internet of things
CameraMatics An Artificial Intelligence platform enabling transport fleet managers to
reduce risk, increase driver safety and comply with growing industry
(MySafe Drive Limited) governance and compliance. The company is growing revenues considerably and
building its presence in the very significant US market where it has already
won a number of new contracts.
Wia Provides a platform solution for smart buildings. Its platform provides full
device and application management, security, data capture and storage,
(WIA Technologies Limited) analysis and control.
EveryAngle An artificial intelligence platform that uses machine learning to provide
enterprises, such as large retailers, with line of business solutions to
reduce fraud, churn and waste using machine vision.
3. Sure Valley Ventures UK Software Technology Fund ("SVV2")
In March 2022, the Company invested in a second SVV fund, the Sure Valley
Ventures UK Software Technology Fund. The principal investor in SVV2 is the
British Business Bank ("BBB") an investment arm of the UK Government. The
first close of this fund amounted to £85 million, with the BBB investing up
to £50 million and other investors ("Private Investors"), including
Mindflair, investing up to £35 million over the 10 year life of the fund.
Mindflair expects to invest up to £5 million in total over the life of the
fund which would provide it with a circa 6.1% interest. SVV2 invests in a
range of private UK software companies with a focus on companies in the
Artificial Intelligence sector and within the subsectors of AI in the
enterprise, AI in Immersive Technologies (such as AR/VR) and AI in
Cybersecurity sectors.
SVV2 is managed by the same SVV team which, to date, has been highly
successful in achieving a number of cash realisations from, and upward
revaluations of, companies in the SVV1 portfolio. The profit share
arrangements within SVV2 are designed to encourage the involvement of private
investors alongside the BBB, meaning that Mindflair and the other Private
Investors would expect to receive a significantly enhanced share of the total
return generated by the fund compared to industry standard.
SVV2 made one new investment during the period in Ittybit, a pioneering
developer tools company. This portfolio now comprises five investments which
are described below:
RetÌnÍZE Limited RETiniZE Limited is an award-winning creative-tech company based in Belfast,
Northern Ireland. The company is developing an innovative software product
called Animotive that is harnessing the latest VR and Generative Al
technologies to transform the 3D animation production process.
Jaid Jaid is a rapidly growing platform that uses Al as a Service (AIaaS) solution
to help businesses reduce costs, improve efficiency and make data-driven
decisions, including client service automation, sales automation, payment
exception processing and claims administration processing. Jaid is working
with major banks, wealth managers, fund administrators and clearing banks on a
global basis
Captur Captur is a company that has built an enterprise AI platform for real-time,
rules-based image recognition. Existing investors, MMC Ventures and Ascension
Ventures participated in this round, along with other investors including
ex-Deliveroo, and enterprise AI investors Concept Ventures and Two Culture
Capital, backers of ElevenLabs and Electric AI.
The company's technology uses Edge AI, the implementation of artificial
intelligence in an edge computing environment, which allows calculations to be
completed nearby to where data is created, rather than an offsite data centre
or a centralised cloud computing facility. This localised processing allows
Captur's technology to make decisions using visual AI in under 3 seconds.
Captur's visual AI solution is fast to implement and offers product owners
easy-to-embed APIs and SDKs that act as a smart camera within their mobile
apps. Captur is currently being used in the delivery sector for drivers to map
doorways and verify the correct address, reducing delivery to incorrect
addresses and fraud by up to 40%. Captur has recently made significant
progress on new business and product features. They have launched their real-
time camera SDK into production, which is now being used by tens of thousands
of users per month. They have continued to grow their market lead in mobility
with plans to launch with new clients in the US and AUS markets in H1'24. They
are also expanding into delivery and logistics and are in late-stage
negotiations with a Fortune 100 retailer in the US.
Ittybit Limited Ittybit provides cutting-edge APIs and tools designed to simplify the
uploading, storing, and delivery of large video, image, and audio files.
Leveraging state-of-the-art computer vision models, Ittybit empowers
developers to filter unsafe uploads, enhance content searchability, and
automate tagging and transcription processes. A standout feature of Ittybit's
offering is its innovative AI-based compression tool (akin to those used by
industry giants like Netflix and Meta) which ensures faster downloads and
reduced storage costs without compromising visual quality.
Vortex IQ Limited ("Vortex IQ" Vortex IQ is an AI-powered automation platform for e-commerce. Vortex IQ's
AI-driven platform provides actionable insights and seamless implementation,
enhancing efficiency and Customer Lifetime Value. Positioned to meet the
growing demand for intelligent automation, it offers tools for staging,
coding, data backup, and migration.
Post the period end in August 2024, SVV2 made three further new investments in
PHINXT Robotics Limited ("PHINXT"), Purple Transform Limited ("Purple
Transform") and Learn Cycle Limited ("Stylus Education"). PHINXT is an
innovative AI-led robotics software company that is redefining warehouse
automation and Vortex IQ is an AI-powered automation platform for e-commerce.
Purple Transform is a data analytics platform focused on enhancing safety,
security and efficiency across industries such as rail and wider transport.
Stylus education is an Edutech company whose platform, LearnCycle, uses AI to
automate paper-based assessments, cutting down hours of marking while keeping
the quality of personalised feedback intact.
4. Sure Valley Ventures III Limited Partnership ("SVV3")
On 23 February 2023, Mindflair announced that it had agreed to invest in SVV's
new venture capital fund, SVV3, alongside Enterprise Ireland, the fund's
cornerstone investor that committed 50% or €15 million to the fund. SVV3
plans to invest in circa 15 high-growth Al software companies in sectors such
as Enterprise, Immersive Technologies and Cybersecurity across the Republic of
Ireland.
In June 2024, this fund made its first investment in Inspeq AI, a
transformative full-stack AI Ops platform, alongside Delta Partners and a
number of other leading investors. Inspeq AI aims to become the trusted
source of safe and reliable AI development, enhancing generative ("Gen") AI
application deployment with its comprehensive platform designed for effective
and efficient production. The platform addresses AI performance issues
throughout the Large Language Model ("LLM") development lifecycle, ensuring
optimal safety and ethical compliance. Inspeq AI's advancements have notably
reduced security and hallucination (events in which machine learning models
produce outputs that are coherent and grammatically correct but factually
incorrect or nonsensical) issues by up to 80%, significantly improving
reliability and trustworthiness.
5. Sure Ventures plc ("SV plc")
SV plc (LSE: SURE) is a London-listed investment trust which invests in
early-stage software companies in the rapidly growing technology areas of
Augmented Reality, Virtual Reality, Internet of Things and artificial
intelligence. As at 30 June 2024, Mindflair had a 21.3% shareholding in SV plc
whose principal investment is a 25.9% interest in SVV1 and a 5.9% interest in
SVV2.
Post period end, the Company increased its investment in Sure Venture plc in
order to increase its exposure to SVV1, which the Company expects to make some
exciting realisations in the short term, and SVV2. SV plc also announced a
significant increase in NAV as a result of the Landvault disposal which also
resulted in a sharp increase in this company's share price.
6. Direct investments
Getvisibility Details of this investment are covered in the section above.
Low6 Low6 continues to focus on its underlying revenue growth and scaling as the
leading Free2Play supplier in the iGaming, sports betting and sports
verticals, whilst continuing to expand its in-app purchase revenue approach as
part of the company's mobile gaming strategy. The company's accounts for the
period to July 2024 are expected to be finalised soon which are expected to
show significant revenue growth and positive EBITDA.
Precog PreCog is a patent pending software solution that understands visitor flow,
protects borders, detects persons of interest, and ensures locations are
protected from those who wish to cause damage or commit crime. PreCog provides
totally unique, scalable, actionable intelligence solution. Customers include
top UK and International Government security and law enforcement agencies and
Transport infrastructure organisations.
Key financial indicators
The key unaudited performance indicators are set out below:
Performance indicator 30 June 2024 31 December 2023 Change
£000s £000s
Profit / (loss) attributable £1,644 £(2,665)
Net asset value £7,488 £5,844 28%
Net asset value - fully diluted per share 2.70p 2.13p 27%
Other
In February 2024, John May, a Non-Executive Director of the Company, decided
to retire from the Board, effective 31 March 2024, in order to devote more
time to his other roles. The Company will be looking to appoint a new director
in due course.
Outlook
Overall, we are pleased with the progress that has been made so far in 2024.
Going forward, we are looking forward to seeing some additional realisations
or liquidity events from the investment portfolio in the short term,
particularly given that SVV1 is very much in its realisation phase. As
mentioned earlier, we believe that our AI focused portfolio should be
attractive to investors wanting exposure to this exciting and fast-moving
sector.
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation. The person who arranged the release of this
information is Nicholas Lee, Director of the Company.
Enquiries:
Mindflair plc
Nicholas Lee, Director Tel: +44 (0) 20 3368 8961
Nominated Adviser
Cairn Financial Advisers LLP Tel: +44 (0) 20 7213 0880
Liam Murray/Ludovico Lazzaretti
Broker
Peterhouse Capital Limited Tel: +44 (0) 20 7469 0935
Lucy Williams/Duncan Vasey
Notes to Editors
About Mindflair plc
Mindflair plc (AIM: MFAI) (formerly Pires Investments plc / AIM: PIRI) is a
company providing investors with access to a portfolio of next-generation
technology businesses with significant growth potential and focus on AI.
The Company is building an investment portfolio of high-tech businesses across
areas such as Artificial Intelligence, Internet of Things, Cyber Security,
Machine Learning, Immersive Technologies and Big Data, which the Board
believes demonstrate evidence of traction and the potential for exponential
growth, due to increasing global demand for development in these sectors.
For further information, visit: https://mindflair.tech/
(https://mindflair.tech/) .
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 June 2024
Unaudited Unaudited Audited
6 months 6 months year
ended ended ended
30-Jun 30-Jun 31-Dec
2024 2023 2023
Continuing activities £000s £000s £000s
Notes
Income
Other income 2 2 4
Total Income 2 2 4
Gain/(loss) on investments held at fair value through profit or loss 1,819 (251) (2,169)
Operating expenses (177) (263) (500)
Operating profit/(loss) from continuing activities 1,644 (512) (2,665)
Profit/(loss) before taxation from continuing activities 1,644 (512) (2,665)
Tax - - -
Profit/(loss) for the period from continuing activities 1,644 (512) (2,665)
Total Comprehensive Income attributable to equity holders of the Company 1,644 (512) (2,665)
Basic profit/(loss) per share 3
Equity holders
Basic 0.6p (0.28)p (1.44)p
Fully diluted 0.5p (0.28)p (1.44)p
UNAUDITED STATEMENT OF FINANCIAL POSITION
As at 30 June 2024
Unaudited Unaudited Audited
As at As at As at
30-Jun 30-Jun 31-Dec
2024 2023 2023
£000s £000s £000s
Notes
CURRENT ASSETS
Investments 8,659 8,124 6,498
Trade and other receivables 40 11 692
Cash and cash equivalents 359 665 203
TOTAL CURRENT ASSETS 9,058 8,800 7,393
TOTAL ASSETS 9,058 8,800 7,393
EQUITY
Issued share capital 686 457 457
Share premium 9,236 8,778 8,778
Retained earnings (14,429) (13,920) (16,073)
Share capital to be issued reserve - - 687
Capital redemption reserve 11,995 11,995 11,995
TOTAL EQUITY (NET ASSETS) 4 7,488 7,310 5,844
NON-CURRENT LIABILITIES
Term loan - 1,235 -
CURRENT LIABILITIES
Trade and other payables 194 255 219
Term Loan 1,376 - 1,330
TOTAL LIABILITIES AND CURRENT LIABILITIES 1,570 1,490 1,549
NET CURRENT ASSETS
7,488 8,545 5,844
TOTAL EQUITY AND LIABILITIES 9,058 8,800 7,393
UNAUDITED CASH FLOW STATEMENT
For the six months ended 30 June 2024
Unaudited Unaudited Audited
6 months 6 months year
ended ended ended
30-Jun 30-Jun 31-Dec
2024 2023 2023
£000s £000s £000s
Cash flows from operating activities - Profit/(loss) for the period 1,644 (512) (2,665)
Fair value movement in investments (1,819) 251 2,169
Finance income (2) (2) (4)
Finance cost 46 48 96
Decrease/(increase) in receivables 652 362 (319)
Increase/(decrease) in payables 21 (37) 22
Net cash generated/(used) in operating activities 542 110 (701)
Cash flows from investing activities
Payments to acquire investments (342) (246) (538)
Proceeds of disposal of investments - - -
Net cash (used) in investing activities (342) (246) (538)
Cash flows from financing activities
Net Finance cost (44) (46) (92)
Net proceeds from share capital issued or to be issued in the year - - 687
Net cash from financing activities (44) (46) 595
Net increase/(decrease) in cash and cash equivalents during the period 156 (182) (644)
Cash and cash equivalents at beginning of the period 203 847 847
Cash and cash equivalents at end of the period 359 665 203
Notes to the Unaudited Interim Report
1. GENERAL INFORMATION
Mindflair plc (the "Company") is a company domiciled in England whose
registered office address is 9(th) Floor, 107 Cheapside, London EC2V 6DN. The
condensed interim financial statements of the Company for the six months ended
30 June 2024 is that of the Company only.
The condensed interim financial statements do not constitute statutory
accounts as defined in Section 434 of the Companies Act 2006.
The financial information for the year ended 31 December 2023 has been
extracted from the statutory accounts for that period which were prepared in
accordance with International Financial Reporting Standards ("IFRS"). The
auditors' report on the statutory accounts was unqualified. A copy of those
financial statements has been filed with the Registrar of Companies.
The financial information for the six months ended 30 June 2023 and 30 June
2024 were also prepared in accordance with IFRS.
The condensed interim financial statements do not include all of the
information required for full annual financial statements.
The condensed interim financial statements were authorised for issue on 26
September 2024.
2. BASIS OF ACCOUNTING
The financial statements are unaudited and have been prepared on the
historical cost basis in accordance with International Financial Reporting
Standards as adopted by the EU ("IFRS") using the same accounting policies and
methods of computation as were used in the annual financial statements for the
year ended 31 December 2023. As permitted, the interim report has been
prepared in accordance with the AIM Rules for Companies and is not compliant
in all respects with IAS 34 Interim Financial Statements. The condensed
interim financial statements do not include all the information required for
full annual financial statements and hence cannot be construed as in full
compliance with IFRS.
3. PROFIT/(LOSS) PER SHARE
The calculation of the basic profit per share is based on the following data:
Unaudited Unaudited Audited
6 months 6 months year
ended ended ended
30-Jun 30-Jun 31-Dec
2024 2023 2023
£000s £000s £000s
Profit/(loss) on continuing activities after tax 1,644 (512) (2,665)
Basic and fully diluted
Basic and fully diluted earnings per share have been computed based on the
following data:
Number of shares
Weighted average number of ordinary shares for the period 270,243,455 182,458,012 185,458,012
Basic earnings per share from continuing activities (p) 0.61 (0.28) (1.44)
Diluted earnings per share (p) 0.52 (0.28) (1.44)
As at the end of the period, there were 47,839,284 warrants outstanding
exercisable at 4 pence per share.
4. STATEMENT OF CHANGES IN EQUITY
Share Capital Share capital to be issued Reserve Share Premium Capital Redemption Reserve Retained Earnings Total
£000s £000s £000s £000s £000s £000s
At 1 January 2023 457 - 8,778 11,995 (13,408) 7,822
Loss for the 6 months ended 30 June 2023 - - - - (512) (512)
At 30 June 2023 457 - 8,778 11,995 (13,920) 7,310
Shares to be issued (net of costs) - 687 - - - 687
Loss for the 6 months ended 31 December 2023 - - - (2,153) (2,153)
At 31 December 2023 457 687 8,778 11,995 (16,073) 5,844
Issue of shares (net of costs) 229 (687) 458 - - -
Profit for the 6 months ended 30 June 2024 - - - - 1,644 1,644
At 30 June 2024 686 - 9,236 11,995 (14,429) 7,488
5. DISTRIBUTION OF INTERIM REPORT
Copies of the Interim Report for the six months ended 30 June 2024 are
available on the Company's website: www.mindflair.tech.
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward-looking statements are not
based on historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors.
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