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LEAL Lead All

2.00
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Lead All LSE:LEAL London Ordinary Share KYG540891341 ORD 0.5P (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 2.00 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Lead All Investments Limited Final Results (3950C)

27/06/2016 4:04pm

UK Regulatory


Lead All (LSE:LEAL)
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TIDMLEAL

RNS Number : 3950C

Lead All Investments Limited

27 June 2016

Lead ALL Investments Limited

("LEAL" or the "Company")

Financial Results for the period ended 31 December 2015

27 June 2016

Lead All (AIM: LEAL), the AIM listed investing company, is pleased to announce the financial results for the period ended 31 December 2015.

CHAIRMAN'S STATEMENT

Our shareholders are aware that your Board of Directors have actively pursued possible acquisitions and have had detailed discussions with both public and private companies in Malaysia and elsewhere that for a variety of reasons mainly relating to due diligence issues prevented us from reaching a successful conclusion.

While we continue to evaluate opportunities your Board is mindful of the slow progress to date in your company's development. Accordingly we have sought the appointment of Mr Mehmet Ahmed to the post of Finance Director and we are very pleased to be able to announce to our shareholders that Mehmet has accepted. Mehmet brings very considerable financial expertise and experience to his new role with us and we believe that in the future it will benefit your directors in terms of his guidance and the benefit of his past record and provide added focus in our aim of seeking profitable opportunities for the advantage of our shareholders.

During the financial year the Company raised GBP750,000 through the issue of 150,000,000 ordinary shares at 0.5 pence per share for additional working capital.

I would like to take this opportunity to thank my fellow Board Director, Mr Geoffrey Fielding, and our financial adviser, Dato 'Sri Dr. Alex Teh Chee Teong for their ongoing advice over the past year and at the same time I would like to express my appreciation for the hard and diligent work performed by our staff in their everyday duties on behalf of your company.

I remain confident as to our progress in the future.

Ahmad Nasri Bin Abdul Rahim

Chairman

Malaysia

27 June 2016

Contact details:

 
                          Ahmad Nasri Bin Abdul 
 Lead ALL Investments      Rahim                    006019575 
  Limited                  Director                      7732 
 
 
 ZAI Corporate Finance                              +44 (0)20 
  Ltd                     Ray Zimmerman/            7060 2220 
 (Nomad and Broker)       Wei Wang/Songdi Lin 
 

INVESTMENT POLICY

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 Multi Level Marketing ("MLM") strategies.

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 Company's investment criteria.

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 (GBP155,000).

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 recognized accounting policies and good corporate governance practices.

   INVESTMENT POLICY   continued 

Realisation of Returns

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 maximize 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 realize 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 Company's Investing Policy, the Company will not make regular periodic disclaimers, notifications, or calculations of Net Asset Value.

CORPORATE GOVERNANCE STATEMENT

Principles of Corporate Governance

As a Company traded on AIM, the Company is not governed by the UK Code of Corporate Governance adopted by the London Stock Exchange ("the Code") but is required to operate principles of good governance and best practice. Accordingly, the Directors are committed to principles of good governance and believe that an effective system of corporate governance supports the enhancement of shareholder value. These principles have been in place since the Company's admission to trading on AIM.

The Directors acknowledge the importance of the Code and to apply its principles so far as is practicable taking into account the Company's size and stage of development. The Company has one non-executive Director.

The Directors have established an Audit Committee (the "Audit Committee") and a Remuneration Committee (the "Remuneration Committee") with formally delegated duties and responsibilities to operate which have been in effect from Admission.

Audit Committee

The Audit Committee, which was established on Admission, comprises Geoffrey Baillie Fielding as Chairman, as well as Ahmad Nasri Bin Abdul Rahim, will determine and examine any matters relating to the financial affairs of the Company including the terms of engagement of the Company's auditor and, in consultation with the auditor, the scope of the audit. The Audit Committee will receive and review reports from the management and the external auditor of the Company relating to the annual and interim accounts and the accounting and internal control systems of the Company. In addition, it will consider the financial performance, position and prospects of the Company and ensure they are properly monitored and reported on.

Remuneration Committee

The Remuneration Committee is responsible for making recommendations to the Board on the Company's framework of Executive remuneration and its cost. The Committee determines the contract terms, remuneration and other benefits for the Executive Director and senior employees, including performance related bonus schemes, pension rights and compensation payments.

The Remuneration Committee, which comprises Geoffrey Baillie Fielding and Ahmad Nasri Bin Abdul Rahim with Geoffrey Baillie Fielding acting as Chairman, will review the performance of the Executive Director and senior management and set and review their remuneration and the terms of their service contracts, determines the payment of bonuses to the Executive Director and considers the Company's bonus and option schemes.

The Board

The Board is responsible to shareholders for the proper management of the Company. The Non-Executive Director has a particular responsibility to ensure that the strategies proposed by the Executive Director are fully considered. The Board has a formal schedule of matters reserved to it and has discussions on a regular basis. The Board is responsible for overall strategy, reviewing management accounts, approval of major capital expenditure projects and consideration of significant financing matters.

Directors

During the year, the Board comprised the Executive Director and Chairman, Ahmad Nasri Bin Abdul Rahim, and Independent Non-Executive Director, Geoffrey Baillie Fielding. Subsequent to the year end an Executive Finance Director, Mehmet Ertan Ahmed, was appointed.

   CORPORATE GOVERNANCE STATEMENT   continued 

Internal control

The Directors are responsible for the Company's system of internal controls and reviewing its effectiveness. The Board has designed the Company's system of internal controls in order to provide the Directors with reasonable assurance that its assets are safeguarded, that transactions are authorised and properly recorded and that material errors and irregularities are either prevented or would be detected within a timely period. However, no system of internal controls can eliminate the risk of failure to achieve business objectives or provide absolute assurance against material misstatement or loss.

The key elements of the control systems in operation are:

   --    The Board meets regularly with a formal schedule of matters referred to it for decision; 

-- It has put in place an organizational structure with clear lines of responsibility and with appropriate delegation of authority;

-- Established procedures for the planning, approval and monitoring of capital expenditure and information systems.

Relations with shareholders

The Board attaches great importance to maintain a good relationship with shareholders. The Board regards the annual general meeting as a good opportunity to communicate directly with investors who are encouraged to make inquiries to officers of the Company.

DIRECTORS' REPORT

The Directors present their report and the audited financial statements for the year ended 31 December 2015.

Principal activity

The principal activity of the Company is to identify and acquire or invest in, and dispose of businesses focusing on the use of multiple distribution strategies for the distribution of their goods and services.

The Company's Investing Policy is set out in full on pages 5-6.

Review of business

The Company was incorporated on 13 July 2011. The Company was successfully admitted to trading on AIM on 8 February 2012.

The Company aims to use the capital to invest in ventures which the Board believes will present good return to shareholders, in accordance with the Company's investing policy. Further details can be found in the Chairman's Statement on page 4.

Cash resources

Cash and cash equivalents at the end of the financial year were GBP5,000 (2014: GBP159,000). The Company also had a fixed deposit of GBP2.3 million at the year end and funds due to it from the share issue carried out in December 2015 of GBP599,000 net of expenses.

Debt

The Company currently has no debt and although the Board does not intend to use borrowings to fund investments or early stage assets, debt may be raised in the future to fund the development of such assets. In any event, there remains a risk that bank finance will not be available and, accordingly, alternative sources of finance may be needed.

International Financial Reporting Standards

The financial statements for the financial year ended 31 December 2015 have been prepared by using International Financial Reporting Standards (IFRSs), as adopted by the European Union.

Results and dividends

The reported loss for the year is GBP66,000 (2014: GBP234,000) and represents administrative and salary costs.

Further details are set out in the Statement of Comprehensive Income and note 3 to the financial statements.

No dividend has been paid or proposed for the year.

Going concern

The Directors believe it is appropriate to adopt the going concern basis in preparing the financial statements as there are adequate financial resources within the Company to continue its operational activities for the foreseeable future. The Company can withdraw the fixed deposit placement within the next twelve months for investments and working capital if the need arises. The decision to continue to adopt the going concern basis in preparing these financial statements has been reached after reviewing the performance of the business, the principal risks & uncertainties, the annual forecast and business plan.

   DIRECTORS' REPORT   continued 

Corporate responsibility

The Company seeks to ensure that best practices are followed in all its dealings with shareholders, customers and employees.

Directors and their interests

The Directors who served during the year to 31 December 2015 and subsequently, together with their beneficial interests in the ordinary share capital of the Company at formation, or at date of appointment if later, and at 31 December 2015 are as follows:

 
                                                       Number held       Number held 
                                                    at 31 December    at 31 December 
                                                              2015              2014 
 
   Ahmad Nasri 
   Bin Abdul Rahim      Executive Director                       1                 1 
 Geoffrey Baillie     Independent Non-Executive                  -                 - 
  Fielding             Director 
 Mehmet Ertan         Finance Director                           -                 - 
  Ahmed 
 

The Company has one class of ordinary share that carries no right to fixed income and each share carries the right to one vote at general meetings of the Company.

Substantial interests

At the date of this report, in addition to the Directors' interests above, the Directors were aware of the following interests amounting to 3% or more of the ordinary share capital of the Company:

 
                                  Number     Percentage 
 Beaufort Nominees Limited      30,888,000        14.7% 
 W B Nominees Limited           15,780,000         7.5% 
 Zhang Hao                      16,197,834         7.7% 
 Zheng Zhi Heng                 18,797,833         8.9% 
 Wang Maojian                   14,491,002         6.9% 
 Zheng Xiaoqian                 20,860,000         9.9% 
 Chen Zhitang                    8,927,329         4.2% 
 Zhang Zhixiong                 20,791,001         9.9% 
 Black Swan Ventures Limited    20,822,186         9.9% 
 Lau May Cho                    11,831,281         5.6% 
 

Share warrants

At 31 December 2015 the company had 2,400,000 warrants outstanding which are exercisable at GBP0.10 per share by two parties (see note 11 to the financial statements). During the year ended 31 December 2015, no warrants have been exercised or granted.

Principal risk and uncertainties

The Company faces risks and uncertainties that are common to other companies that invest in MLM businesses; in particular the following risks are relevant:

Key personnel

The Company is reliant on being able to attract and retain people with the appropriate skills.

   DIRECTORS' REPORT   continued 

Risks associated with newly incorporated investing companies

The Company has not yet made any substantial investments and has no operating history upon which to evaluate its likely performance. The Company's ability to implement its Investing Policy and achieve its desired returns will be limited by its ability to identify and acquire suitable investments. The Company's initial and future investments may be delayed or made at a relatively slow rate because, among other things:

-- the Company intends to conduct detailed due diligence prior to approving investments;

-- the Company may conduct extensive negotiations in order to secure and facilitate an investment;

-- certain structures may need to be established in order to facilitate an investment; and

-- the Company may need to raise further capital to make investments and/or fund the assets or businesses in which it has invested.

Policy on financial instruments

The Company's financial instruments comprise cash, fixed deposits, short-term receivables and payables arising from its operations. The Company has not established a formal policy on the use of financial instruments but assesses the risks faced by the Company as economic conditions and the Company's operations develop. Further information on financial risk management and related policies are contained in Note 15 to these financial statements.

Supplier payment policy

It is the Company's policy to agree and clearly communicate the terms of payment as part of the commercial arrangement negotiated with suppliers and then to pay in accordance with those terms based upon the timely receipt of an accurate invoice. There are no trade payables as at 31 December 2015.

Political and charitable donations

During the period the Company has made no political or charitable donations.

Subsequent events

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

Auditors

A resolution to re-appoint UHY Hacker Young LLP as the Company's auditors will be proposed at the forthcoming Annual General Meeting.

Approved by the Board and signed on behalf of the Board.

Mehmet Ahmed

Director

27 June 2016

DIRECTORS' RESPONSIBILITIES STATEMENT

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:

   --           select suitable accounting policies and then apply them consistently; 
   --           make judgments and estimates that are reasonable and prudent; 

-- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company to enable them to ensure that the financial statements comply with the Companies Law 2011 (as amended) of the Cayman Islands. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the Company's website in accordance with Rule 26 of the AIM Rules for Companies and accordingly the Auditors accept no responsibility for the information published thereon.

Information published on the Company's website is accessible in many countries and legislation in Cayman Islands concerning the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of disclosure to auditor

The Directors have confirmed that:

-- so far as each Director is aware, there is no relevant audit information of which the Company's auditor is unaware; and

-- each Director has taken all the necessary steps he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Approved by the Board and signed on behalf of the Board.

Mehmet Ahmed

Director

27 June 2016

INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF

LEAD ALL INVESTMENTS LIMITED

We have audited the financial statements of Lead All Investments Limited for the year ended 31 December 2015 which comprises the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

This report is made solely to the company's members, as a body, in accordance with our engagement letter. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditor

As explained more fully in the Directors' Responsibilities Statement set out on page 12, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www.frc.org.uk/auditscopeukprivate.

Opinion on financial statements

In our opinion the financial statements:

-- give a true and fair view of the state of the company's affairs as at 31 December 2015 and of the company's loss for the year then ended;

   --          have been properly prepared in accordance with IFRS as adopted by the European Union. 

UHY Hacker Young LLP

Quadrant House

4 Thomas More Square

London E1W 1YW

27 June 2016

Lead All Investments Limited

(Company No. WK259337)

(Incorporated in Cayman Islands)

Statement of Comprehensive Income

for the year ended 31 December 2015

 
 
                                              2015      2014 
                                   Notes   GBP'000   GBP'000 
 
 
 Revenue                                         -         - 
 
 Administrative expenses                     (139)     (306) 
 
 Operating loss                              (139)     (306) 
 
 Finance income                                 73        72 
 
 Loss before tax                     3        (66)     (234) 
 
 Income tax expense                  6           -         - 
 
 Loss attributable to equity 
  shareholders                                (66)     (234) 
 
 Other comprehensive income for                  -         - 
  the year 
 
 Total comprehensive loss for 
  the year attributable to 
  equity holders                              (66)     (234) 
 
 Loss per share 
 - Basic and diluted (pence per 
  share)                             7      (0.22)    (0.78) 
                                          ========  ======== 
 

The above items relate entirely to continuing operations.

The accompanying notes and accounting policies form an integral part of these financial statements.

Lead All Investments Limited

(Company No. WK259337)

(Incorporated in Cayman Islands)

Statement of Financial Position

at 31 December 2015

 
                                          2015      2014 
                                Note   GBP'000   GBP'000 
 Assets 
 Current assets 
 Other receivables                         759       155 
  Fixed term deposit              8      2,330     2,330 
 Cash and cash equivalents       9           5       159 
                                      --------  -------- 
 
                                         3,094     2,644 
                                      --------  -------- 
 
 Total assets                            3,094     2,644 
 
   Liabilities 
 Current liabilities 
 Trade and other payables        10        578       669 
 
 Total liabilities                         578       669 
                                      --------  -------- 
 
 Net assets                              2,516     1,975 
 
 Equity and reserves 
 Share capital                   11      1,050       300 
 Share premium                   11      2,010     2,153 
 Share based payment reserve               105       105 
 Retained losses                         (649)     (583) 
 
 Total equity                            2,516     1,975 
 
 

The financial statements were approved by the Board of Directors on 27 June 2016 and signed on its behalf by:

Mehmet Ahmed

Director

The accompanying notes and accounting policies form an integral part of these financial statements.

Lead All Investments Limited

(Company No. WK259337)

(Incorporated in Cayman Islands)

Statement of Changes in Equity

for the year ended 31 December 2015

 
                                                               Share 
                                            Share premium      based     Retained      Total 
                          Share capital                      payment       losses     equity 
                                                             reserve 
                                GBP'000           GBP'000    GBP'000      GBP'000    GBP'000 
 
 At 1 January 
  2014                              300             2,153        105        (349)      2,209 
 
 Total comprehensive 
   loss for the 
    year                              -                 -          -        (234)      (234) 
 
 
 At 31 December 
  2014                              300             2,153        105        (583)      1,975 
                       ================  ================  =========  ===========  ========= 
 
 
 At 1 January 
  2015                    300   2,153   105   (583)   1,975 
 
 Issue of share 
  capital                 750       -     -       -     750 
 
 Costs of share 
  issue                     -   (143)     -       -   (143) 
 
 Total comprehensive 
  loss for the 
   year                     -       -     -    (66)    (66) 
 
 
 At 31 December 
  2015                  1,050   2,010   105   (649)   2,516 
                       ======  ======  ====  ======  ====== 
 
 

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

The accompanying notes and accounting policies form an integral part of these financial statements.

Lead All Investments Limited

(Company No. WK259337)

(Incorporated in Cayman Islands)

Statement of Cash flows

for the year ended 31 December 2015

 
                                                     2015      2014 
                                           Note   GBP'000   GBP'000 
 
   Cash flows from operating activities 
 Operating loss                                     (139)     (306) 
 
 Adjustments for changes in working 
  capital: 
 Decrease in other receivables                        146         4 
 (Decrease)/increase in payables                    (161)       454 
                                                 --------  -------- 
 Net cash (used in)/generated 
  from operating activities                         (154)       152 
                                                 --------  -------- 
 
 Net (decrease)/increase in cash 
  and cash equivalents                              (154)       152 
 
 Opening cash and cash equivalents                    159         7 
 
 Cash and cash equivalents at 
  end of the year                           9           5       159 
 
 

The accompanying notes and accounting policies form an integral part of these financial statements.

Lead All Investments Limited

(Company No. WK259337)

(Incorporated in Cayman Islands)

Notes to the Financial Statements

for the year ended 31 December 2015

   1     General information 

Lead All Investments Limited (the "Company") is a company incorporated in the Cayman Islands under the Companies Law 2011 (as amended) of the Cayman Islands 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 ("GBP"), this being the Company's functional and presentational currency, and rounded to the nearest thousand ("000"). The functional currency of the Company is the Pound Sterling ("GBP") because that is the currency of the primary economic environment in which the Company raises funds.

Financial statements of the Company are prepared and approved by the Directors 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.

These financial statements have been approved for issue by the Board of Directors on 27 June 2016.

   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.

The financial statements have been prepared on a going concern basis and in accordance with IFRS.

   2.2          Going concern 

The financial statements of the Company are prepared on a going concern basis. The Company raises finance for its 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 its liabilities as they fall due for at least the next twelve months and is trading as a going concern.

Lead All Investments Limited

(Company No. WK259337)

(Incorporated in Cayman Islands)

   2.2          Going concern (continued) 

The Company can withdraw the fixed deposit placement within the next twelve months for investments and working capital if the need arises. The decision to continue to adopt the going concern basis in preparing these financial statements has been reached after reviewing the performance of the business, the principal risks & uncertainties, the annual forecast and business plan.

   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 therefore disclosed.

   2.4        Foreign currency translation 

(a) Functional and presentational currency

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

(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 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 neither 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.

Lead All Investments Limited

(Company No. WK259337)

(Incorporated in Cayman Islands)

   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 financial statements 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 9 - Financial Instruments

IFRS 15 - Revenue from contracts with customers

Numerous other minor amendments to standards have been made as a result of the IASB's annual improvement project.

   2.12               Critical accounting judgments and key sources of estimation uncertainty 

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 year and at the year end are the consideration of impairment of financial assets and share based payment calculation, as set out in the relevant accounting policy.

Lead All Investments Limited

(Company No. WK259337)

(Incorporated in Cayman Islands)

   3     Expenses by nature 
 
                                               2015      2014 
                                            GBP'000   GBP'000 
 Included within administrative expenses 
  are: 
 Staff expenses (note 4)                         31        40 
 Acquistion due diligence costs                   -        95 
                                           ========  ======== 
 
   4     Staff expenses 
 
                       2015      2014 
                    GBP'000   GBP'000 
 
 Staff expenses           1        10 
 Directors' fees         30        30 
 
                         31        40 
                   ========  ======== 
 

The average number of employees (including executive directors) employed by the Company during the year is 2 (2014: 3).

   5     Directors' Remuneration 

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

 
                                Short     Bonus   Others     Total     Total 
                      term employment                         2015      2014 
                             benefits 
                              GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
 
 Ahmad Nasri Bin 
  Abdul Rahim                      18         -         -        18        18 
 Geoffrey Baillie 
  Fielding                         12         -         -        12        12 
 
                                   30         -         -        30        30 
                    =================  ========  ========  ========  ======== 
 
   6     Income tax expense 
 
                         2015      2014 
                      GBP'000   GBP'000 
 
 Current tax charge         -         - 
 Deferred tax               -         - 
                     ========  ======== 
 

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%.

Lead All Investments Limited

(Company No. WK259337)

(Incorporated in Cayman Islands)

   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 year.

 
                                                                   2015     2014 
 
 Loss attributable to equity holders of the Company (GBP'000)        66      234 
 Basic loss per share (pence)                                    (0.22)   (0.78) 
 Diluted loss per share (pence)                                  (0.22)   (0.78) 
                                                                =======  ======= 
 

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

Weighted average number of shares in issue

 
         2015           2014 
 
   30,986,301     30,000,000 
=============  ============= 
 

Ordinary shares

   8      Fixed term deposits 
 
                               2015      2014 
                            GBP'000   GBP'000 
 
 Fixed term cash deposit      2,330     2,330 
                           ========  ======== 
 
   9     Cash and cash equivalents 
 
                    2015      2014 
                 GBP'000   GBP'000 
 
 Cash at bank          5       159 
                ========  ======== 
 
   10   Trade and other payables 
 
                      2015      2014 
                   GBP'000   GBP'000 
 Non-trade 
 Other payables        440       643 
 Accruals              138        26 
 
                       578       669 
                  ========  ======== 
 

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

Lead All Investments Limited

(Company No. WK259337)

(Incorporated in Cayman Islands)

   11   Share capital and options 
 
                                     Share      Share      Share      Share 
                                   Capital    Premium    Capital    Premium 
                                      2015       2015       2014       2014 
                                   GBP'000    GBP'000    GBP'000    GBP'000 
 Authorised share capital 
 300,000,000 ordinary shares             -          -      3,000          - 
  of GBP0.01 per share 
 600,000,000 ordinary shares         3,000          -          -          - 
  of GBP0.005 per share 
                                 =========  =========  =========  ========= 
 
 
   Issued and fully paid 
 60,000,000 ordinary shares 
  of GBP0.005 per share                300      2,700        300      2,700 
 Shares issued during the 
  year: 
 150,000,000 ordinary shares           750          -          -          - 
  of GBP0.005 per share 
 Less: 
 Share issue costs - brought 
  forward                                -      (442)          -      (442) 
 Share-based payment - brought 
  forward                                -      (105)          -      (105) 
 Share issue costs - current 
  year                                   -      (143)          -      (143) 
 
 
 Issued share capital at 31 
  December                           1,050      2,010        300      2,153 
                                 =========  =========  =========  ========= 
 

Changes in share capital in 2015

During December 2015, the shareholders of the Company voted in an EGM for the sub-division of ordinary shares of 1p each into ordinary shares of 0.5p each.

On 30 December 2015 the Company issued 150,000,000 new shares of 0.5p each for a total consideration of GBP750,000. The funds raised were held in escrow by the Company's lawyers at the year-end and are therefore included in 'other receivables' in the Statement of Financial Position.

Share warrants

On 30 January 2012, the Company entered into a deed of warrant with two parties, conditional upon Admission, to subscribe for 5% and 3% 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 GBP0.10. 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 GBP105,360 and the charge was shown as a deduction from the proceeds of the share issue in 2012.

Lead All Investments Limited

(Company No. WK259337)

(Incorporated in Cayman Islands)

   11   Share capital and options (continued) 

The following assumptions were used in the Black Scholes formula:

 
                                              2012 
 Share price at date of grant (GBP)           0.10 
 Exercise price (GBP)                         0.10 
 Expected volatility (%)                       46% 
 Option life, years                        5 years 
 Risk free interest rate (%)                    3% 
 
 Number of shares                        2,400,000 
 Fair value at date of amendment 
  / grant (GBP)                             0.0439 
                                       =========== 
 

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

   12   Contingencies 

There were no contingent liabilities at 31 December 2015.

   13   Related party transactions 

During the year, the Company held an advance of GBP47,981 (2014: GBP43,000) for working capital requirements from Maxi Vision Group Ltd ("Maxi Vision"). Geoffrey Fielding, a director of the Company is also a director of Maxi Vision.

During the year, the Company incurred legal costs of GBP4,300 for advisory services provided by Nicholas Fielding, a relative of the Director Geoffrey Fielding.

   14   Capital commitments 

The Company had no contracted capital commitments at 31 December 2015.

Lead All Investments Limited

(Company No. WK259337)

(Incorporated in Cayman Islands)

   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 minimize 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 a 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 loans made to third parties 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 asset recognised in the statements of financial position.

As at 31 December 2015, substantially all the cash and bank balances as detailed in note 8 and 9 to 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. 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:

 
                                      2015      2014 
                                   GBP'000   GBP'000 
 
 Other receivables and deposits        759       155 
 Fixed term deposit                  2,330     2,330 
 Cash and cash equivalents               5       159 
 
                                     3,094     2,644 
                                  ========  ======== 
 

Lead All Investments Limited

(Company No. WK259337)

(Incorporated in Cayman Islands)

   15   Financial risk management (continued) 

Currency risk

Currency risk arises from a change in foreign currency exchange rate, which is expected to have an 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:

 
                                            2015      2014 
                                         GBP'000   GBP'000 
 Financial assets 
 
 Bank balances denominated in Hong 
  Kong Dollars (HK$)                           1         1 
 Bank balances denominated in Ringgit 
  Malaysia (MYR)                               1       155 
 
 Net currency exposure                         2       156 
                                        ========  ======== 
 

Interest rate risk

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

As at the year end, the Company's only interest-bearing assets relate to bank balances held. 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 lack 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.

Lead All Investments Limited

(Company No. WK259337)

(Incorporated in Cayman Islands)

   15   Financial risk management (continued) 

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

 
                          Less than       Later 
                           one year    than one 
                                           year     Total 
                            GBP'000     GBP'000   GBP'000 
 
 31 December 2015 
 Other payables and 
  accruals                      578           -       578 
                      -------------  ----------  -------- 
                                578           -       578 
                      =============  ==========  ======== 
 
 31 December 2014 
 Other payables and 
  accruals                      669           -       669 
                      -------------  ----------  -------- 
                                669           -       669 
                      =============  ==========  ======== 
 

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's 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 year under review.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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June 27, 2016 11:04 ET (15:04 GMT)

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