Final Results

T2 Income Fund Limited 29 June 2006 T2 Income Fund Limited Announcement of Final Results The Directors of T2 Income Fund (TIDM: T2I) are pleased to announce the final results for the period from 9 June 2005 (date of incorporation) to 31 December 2005. The full Report will be posted to shareholders shortly and will be available from the Company's offices at Regency Court, Glategny Esplanade, St. Peter Port, Guernsey GY1 3NQ. T2 Income Fund Limited For the period from 9 June 2005 (date of incorporation) to 31 December 2005 CHAIRMAN'S STATEMENT It is my pleasure to present to you the Report and Accounts of T2 Income Fund Limited for its first fiscal period of operations ending 31 December 2005. As you are aware, the Company was launched in August 2005 when it raised net proceeds of £36.6 million of equity. The investment objective of the Company is to maximize its portfolio's total return principally by investing in the debt and equity securities of small to medium sized companies. The Company has a particular focus on debt securities of technology related companies. We intend to make those investments primarily in the UK and Europe, although we can make, and have made, investments outside of those areas. The investments of the Company are managed by T2 Advisers, LLC. Although the first several months of operations were slower than anticipated, we did see, and continue to see, a healthy flow of potential deals. While we have been pleased with the investment opportunities we have been seeing, we chose, for a variety of reasons, to not yet consummate many of those transactions. The reasons include transaction-specific due-diligence issues, pricing and equity terms that were unacceptable, and the Company's ability to achieve what it considers an appropriate risk/reward relationship in its investments. It is important to emphasize that the Company and its Adviser believe that we must maintain high credit standards for our portfolio investments. As a result, we have not achieved the original projected yield for the period ending 31 December 2005, reflecting the slower pace of investment. Nonetheless, the Company remains committed to identifying and analyzing the best possible investment opportunities without reducing the investment discipline that our shareholders expect. Since the end of 2005, there has been considerably more activity. As of the date of this message, we have made a total of seven investments, aggregating nearly £18 million, and these investments, on a weighted average basis, bear an interest rate of more than 600 basis points over LIBOR. For the period from inception through 31 December 2005, the Company earned net investment income of approximately £202,000, and net asset value per share was £0.97 as of the end of the year. Management of the Company and its Adviser are committed to finding and executing quality transactions that meet our established parameters of credit quality and attractive risk-adjusted returns. We will continue to report to you about the on-going progress of the portfolio, and look forward to a rewarding year ahead. William Harley Tozier Chairman T2 Income Fund Limited For the period from 9 June 2005 (date of incorporation) to 31 December 2005 DIRECTORS' REPORT The Directors present their report and the audited financial statements for the period from incorporation on 9 June 2005 to 31 December 2005. Principal activities T2 Income Fund Limited (the 'Company') is a closed-ended investment company which was incorporated with limited liability in Guernsey on 9 June 2005 in accordance with The Companies (Guernsey) Law, 1994. The Company was admitted to the Alternative Investment Market of the London Stock Exchange (AIM) on 5 August 2005. The Company will primarily invest in the debt and equity securities of small to medium sized companies, with a particular focus on technology related companies. The Company will seek to achieve a high level of current income by investing in debt securities, and to obtain long-term capital growth through the acquisition of equity interests, which may be acquired as part of the Company's debt investment or separately. The Company intends to invest primarily in companies located in the United Kingdom and elsewhere in Europe. Results and dividends The results for the period are set out on page 7. No distribution was declared or paid during the period. Directors The Directors of the Company are set out on page 3. Details of Directors holdings in the Company are given in note 11. Statement of directors' responsibilities The Directors are responsible for preparing the financial statements, in accordance with International Financial Reporting Standards, for each financial period which give a true and fair view of the state of affairs of the Company as at the end of the financial period and of the profit or loss for that period in accordance with The Companies (Guernsey) Law, 1994. In preparing these financial statements, the Directors are required to: • select suitable accounting policies and apply them consistently; • make judgements 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 and enable them to ensure that the financial statements have been properly prepared in accordance with The Companies (Guernsey) Law, 1994. 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. Auditors A resolution for the appointment of Grant Thornton UK LLP will be proposed at the forthcoming Annual General Meeting. Approved by the board of directors on 28 June 2006. Patrick Francis Conroy Frederick Peter Forni Director Director REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF T2 INCOME FUND LIMITED We have audited the financial statements of T2 Income Fund Limited for the period ended 31 December 2005 which comprise the income statement, the balance sheet, the statement of changes in shareholders' equity, the statement of cash flows and notes 1 to 13. These financial statements have been prepared under the accounting policies set out therein. This report is made solely to the company's members, as a body, in accordance with Section 64 of The Companies (Guernsey) Law, 1994. 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 auditors' 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 auditors The directors' responsibilities for preparing the Annual Report and the financial statements in accordance with applicable Guernsey law and International Financial Reporting Standards (IFRSs) as adopted by the European Union are set out in the Statement of Directors' Responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the financial statements give a true and fair view, whether the financial statements have been properly prepared in accordance with The Companies (Guernsey) Law, 1994 and whether the information given in the Directors' Report is consistent with the financial statements. We also report to you if, in our opinion, the company has not kept proper accounting records or if we have not received all the information and explanations we require for our audit. We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. The other information comprises only the Chairman's Statement, the Directors' report and the Portfolio Statement. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion: • the financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the company's affairs as at 31 December 2005 and of its profit for the period then ended; • the financial statements have been properly prepared in accordance with The Companies (Guernsey) Law, 1994; and • the information given in the Directors' Report is consistent with the financial statements for the period ended 31 December 2005. GRANT THORNTON UK LLP REGISTERED AUDITORS CHARTERED ACCOUNTANTS LONDON 28 JUNE 2006 T2 Income Fund Limited For the period from 9 June 2005 (date of incorporation) to 31 December 2005 INCOME STATEMENT Period to 31 December 2005 Notes GBP Revenue Interest income 2 648,866 Other income 2 46,978 Investment Income Net gain on financial assets and liabilities at fair 5 value through profit and loss 33,384 Total Income 729,228 Expenses Management fees 4 300,967 Administration and secretarial fees 4 16,329 Custodian fees 4 6,123 Legal and professional fees 9,167 Directors' remuneration 4 36,418 Directors' and officers' insurance 17,054 Audit fees 15,000 Share issue expenses 2(f) 68,801 Other expenses 57,413 Total Expenses 527,272 Profit for the period 201,956 Retained profit brought forward - Retained profit carried forward 201,956 Basic Earnings per share 12 0.0053 Diluted Earnings per share 12 0.0048 The accompanying notes on pages 11 to 17 form an integral part of these financial statements. T2 Income Fund Limited As at 31 December 2005 BALANCE SHEET Period to 31 December 2005 Notes GBP ASSETS Non-current assets Financial assets at fair value through the profit and 5 loss account 5,887,644 5,887,644 Current assets Trade and other receivables 6 40,440 Cash and cash equivalents 7 35,694,293 35,734,733 Total assets 41,622,377 EQUITY Capital and reserves attributable to the Company's equity holders Share premium 9 36,694,149 Other reserve 4,167 Retained earnings 201,956 Total equity 36,900,272 LIABILITIES Current liabilities Trade and other payables 8 4,722,105 Total liabilities 4,722,105 Total equity and liabilities 41,622,377 Net Asset Value per Share £0.97 The financial statements were approved by the Board of Directors on 28 June 2006 and were signed on its behalf by: Patrick Francis Conroy Director Frederick Peter Forni Director The accompanying notes on pages 11 to 17 form an integral part of these financial statements. T2 Income Fund Limited For the period from 9 June 2005 (date of incorporation) to 31 December 2005 STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Share Share Other Retained Total Capital Premium Reserves Earnings Equity Note GBP GBP GBP GBP GBP Proceeds from preferred ordinary shares issued 9 - 38,000,000 - - 38,000,000 Set-up fees in relation to issue of shares - (1,305,851) - - (1,305,851) Amortisation of fair value of options - - 4,167 - 4,167 Profit for the period - - 201,956 201,956 Balance at 31 December 2005 - 36,694,149 4,167 201,956 36,900,272 The accompanying notes on pages 11 to 17 form an integral part of these financial statements. T2 Income Fund Limited For the period from 9 June 2005 (date of incorporation) to 31 December 2005 STATEMENT OF CASHFLOWS Period to 31 December 2005 Notes GBP Cash flows from operating activities Cash generated from operations 10 156,573 Net cash inflow from operating activities 156,573 Cashflows from investing activities Purchase of investments (1,156,429) Net cash outflow from investing activities (1,156,429) Cashflows from financing activities Proceeds from issue of shares 38,000,000 Set-up fees paid (1,305,851) Net cash inflow from financing activities 36,694,149 Net increase in cash and cash equivalents 35,694,293 Cash and cash equivalents at beginning of period - Cash and cash equivalents at end of period 35,694,293 The accompanying notes on pages 11 to 17 form an integral part of these financial statements. T2 Income Fund Limited NOTES TO THE FINANCIAL STATEMENTS For the period from 9 June 2005 (date of incorporation) to 31 December 2005 1. GENERAL INFORMATION T2 Income Fund Limited ('the Company') was incorporated and domiciled in Guernsey, Channel Islands, as a company limited by shares on 9 June 2005. The address of the registered office is P.O. Box 211, Regency Court, Glategny Esplanade, St Peter Port, Guernsey, Channel Islands, GY1 3NQ. 2. ACCOUNTING POLICIES (a) Basis of preparation The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards('IFRS') and all applicable requirements of Guernsey Company Law. The financial statements have been prepared under the historical cost convention as modified by the revaluation of investments at fair value through the Income Statement. (b) Foreign currency translation (i) Functional and presentation currency The Financial Statements of the Company are presented in the currency of the primary economic environment in which the entity operates (its functional currency). The Directors have considered the primary economic currency of the Company and considered the currency in which the original finance was raised, distributions made, and ultimately what currency would be returned on a break up basis. The Directors have also considered the currency to which the underlying investments are exposed. On balance, the Directors believe Sterling best represents the functional currency. Therefore the books and records are maintained in Sterling and for the purpose of the financial statements the results and financial position of the Company are presented in Sterling, which is also the presentation currency of the Company. (ii) 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 monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Translation differences on non-monetary items are reported as part of the fair value gain or loss reported in the Income Statement. (c) Revenue recognition Revenue is recognised as follows: Interest income - recognised on an accruals basis as this relates to bank interest income. Other income - relates to closing fees and is recognised on an accruals basis. (d) Expenditure All expenses are accounted for on an accruals basis. The management fees, administration fees, finance costs and all other expenses (excluding set up expenses which were offset against share premium) are charged through the income statement. (e) Taxation The Company is exempt from Guernsey taxation under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989. A fixed annual fee of £600 is payable to the States of Guernsey in respect of this exemption. (f) Share issue expenses Share issue expenses of an equity transaction are accounted for as a deduction from equity (net of any income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided. T2 Income Fund Limited NOTES TO THE FINANCIAL STATEMENTS (continued) For the period from 9 June 2005 (date of incorporation) to 31 December 2005 2. ACCOUNTING POLICIES (continued) (g) Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments and bank overdrafts. (h) Trade and other receivables Receivables are recognised initially at fair value plus transaction costs that are directly attributable to their acquisition or origination. They are subsequently measured at amortised cost. (i) Trade and other payables Payables are recognised initially at fair value and subsequently stated at amortised cost. (j) Financial assets and liabilities at fair value through profit or loss Purchases and sales of investments are recognised on trade date - the date on which the Company acquires or disposes of the economic benefits of the asset. Investments are initially recognised at fair value, and transaction costs for all financial assets and financial liabilities carried at fair value through profit or loss are expensed as incurred. Investments are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership. The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets held by the Company is the current bid price. The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. Valuation techniques used include the use of comparable recent arm's length transactions. Gains and losses arising from changes in the fair value of the financial assets at fair value through profit and loss are included in the income statement in the period in which they arise. (k) Critical accounting estimates and judgements in applying accounting policies The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities within the next financial year. Estimates are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Unlisted Debt Securities The Company can invest in financial instruments which are not quoted in active markets. Fair values are determined by using valuation techniques. Where valuation techniques, such as the Market Capitalization Approach, are used to determine fair values they are carried out by an independent valuation firm specifically engaged by the Company to carry out the valuations. Changes in assumptions could affect the reported fair value of financial instruments. (l) New standards New standards and interpretations have been published that are mandatory for the Company's accounting periods beginning on or after 1 January 2006 or later periods and which the Company has not early adopted: The Company has not early adopted the new standard IFRS 7 (Financial Instruments: Disclosure), therefore no disclosures have been made. The Company has early adopted IAS 39(Financial Instruments: Recognition and Measurement) (amendment). T2 Income Fund Limited NOTES TO THE FINANCIAL STATEMENTS (continued) For the period from 9 June 2005 (date of incorporation) to 31 December 2005 3. FINANCIAL RISK MANAGEMENT (1) Financial risk factors The Company is exposed to interest rate risk, credit risk, liquidity risk and currency risk arising from the financial instruments it holds. The risk management policies employed by the Company to manage these risks are discussed below. The primary objectives of the financial risk management function are to establish risk limits, and then ensure that exposure to risks stays within these limits. The operational and legal risk management functions are intended to ensure proper functioning of internal policies and procedures to minimise operational and legal risks. (a) Interest rate risk Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Company will have exposure to interest rate risk if the Board determines that the Company should borrow to fund future investments. The exposure arises on the difference between the rate of interest the Company is required to pay on borrowed funds and the rate of interest which it receives on the debt securities in which it invests. The Company is exposed to risks associated with the effects of fluctuations in the prevailing levels of market interest rates on its financial position and cash flows. The Company may, but is not required to, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. (b) Credit risk Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the balance sheet date. The Company invests primarily in senior debt, senior subordinated debt and junior subordinated debt. The maximum investment size, at the time of the investment, will generally be limited to 15% of the Company's Gross Assets. However, the Company may make larger investments and it may seek to syndicate or sell down a portion of any such investment, after it has been acquired. It is proposed that a credit rating system be established. The purpose of the rating system is to monitor the credit quality of T2's investment portfolio on both an individual and portfolio basis and the future on-going monitoring required. (c) Liquidity risk Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. As the Company's investments will not generally be in publicly traded securities, they are likely to be subject to legal and other restrictions on resale or otherwise be less liquid than publicly traded securities. The illiquidity of the Company's investments may make it difficult for them to be sold quickly if the need arises. Since the Company intends to invest in debt securities with a term of up to seven years, and hold investments in debt securities and related equity securities until maturity of the debt, the Company does not expect realisation events to occur in the near term. (d) Currency risk Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. The Company may make investments in currencies other than Sterling. To the extent that it does, the Company will be exposed to a potentially adverse currency risk. Changes in the rate of exchange may affect the value of the Company's investments, and the level of income that it receives from those investments. The Company's policy is not to enter into any currency hedging transactions. T2 Income Fund Limited NOTES TO THE FINANCIAL STATEMENTS (continued) For the period from 9 June 2005 (date of incorporation) to 31 December 2005 3. FINANCIAL RISK MANAGEMENT (continued) Assets USD GBP Total Financial assets at fair value through p&l account 5,887,644 - 5,887,644 Cash and cash equivalents - 35,694,293 35,694,293 Trade and other receivables 31,688 8,752 40,440 Total assets 5,919,332 35,703,045 41,622,377 Liabilities Trade and other payables 4,653,822 68,283 4,722,105 (e) Market risk The Group's exposure to market risk is comprised mainly of movements in the Company's investments. The investment portfolio is managed within parameters disclosed in the Company's offering memorandum. (2) Fair value estimation The fair values of the Company's short-term trade receivables and payables approximate to their carrying amounts at the balance sheet date. 4. FUND EXPENSES Management fee The Investment Manager, T2 Advisers, LLC, is entitled to receive an annual fee payable quarterly in advance. For the period from the Company's admission to trading on AIM until the quarter end next following six months from the date of admission, the management fee will be calculated based on 2% of the initial value of the Company's gross assets upon admission. Thereafter, the management fee will be calculated based on 2% of the average value of the Company's gross assets at the end of the two most recently completed quarters. Total fees charged for the period ended 31 December 2005 amounted to GBP300,967. The total amount due and payable at the period end amounted to GBP2,150. Administration and secretarial fees The Administrator and Secretary, Butterfield Fund Services (Guernsey) Limited, is entitled to an annual fee for its services as administrator and secretary, of 0.075% of the Net Asset Value of the Company, calculated on the last business day of each quarter and payable quarterly in arrears. The fee is subject to a minimum of GBP40,000 per annum. They are also due a fixed accounting fee of GBP10,000 per annum plus a fixed fee of GBP5,000 for their registrar services. Total Administration and secretarial fees (excluding accounting and registrar fees) charged for the period ended 31 December 2005 amounted to GBP16,329. The total amount due and payable at the year end amounted to GBP10,082. Custodian fees The Custodian, Butterfield Bank (Guernsey) Limited is entitled to custody fees of 0.02% of the Net Asset Value of the Company subject to a minimum of GBP15,000 per annum. The fee is payable quarterly in arrears. Total fees charged for the period ended 31 December 2005 amounted to GBP6,123. The total amount due and payable at the year end amounted to GBP3,781. Directors fees The current level of fees for the Chairman of the Board of Directors of the Company is GBP25,000 per annum, and GBP20,000 each for non-executive directors. T2 Income Fund Limited NOTES TO THE FINANCIAL STATEMENTS (continued) For the period from 9 June 2005 (date of incorporation) to 31 December 2005 4. FUND EXPENSES (continued) Total fees charged to the Company for the period ended 31 December 2005 amounted to GBP36,418. The total amount due and payable at the period end amounted to GBP16,250. 5. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS 2005 GBP Listed debt securities 1,186,814 Unlisted debt securities 4,700,830 5,887,644 Gains recognised in relation to financial assets at fair value through profit and loss - realised - - unrealised 33,384 33,384 6. TRADE AND OTHER RECEIVABLES 2005 GBP Accrued bank interest 7,541 Loan interest receivable 6,683 Prepaid expenses 26,216 40,440 7. CASH AND CASH EQUIVALENTS 2005 GBP Call account 5,110,197 Fixed deposit 30,584,096 35,694,293 For the purposes of the Cash Flow Statement, the above items represent the year end cash and cash equivalents. 8. TRADE AND OTHER PAYABLES 2005 GBP Current liabilities Payable for investments 4,650,853 Management fees 2,150 Administrator's fees 10,082 Custodian's fees 3,781 Audit fees 15,000 Directors' fees 16,250 Other accruals 23,989 4,722,105 T2 Income Fund Limited NOTES TO THE FINANCIAL STATEMENTS (continued) For the period from 9 June 2005 (date of incorporation) to 31 December 2005 9. SHARE CAPITAL The Company has the power to issue an unlimited number of ordinary shares of no par value. On incorporation two Ordinary Shares were issued at 100p each to the subscribers to the Memorandum of Association of the Company. On Admission to the AIM on 5 August 2005 the Company repurchased these Ordinary Shares. On Admission to the AIM on 5 August 2005 the Company allotted 38,000,000 fully paid Ordinary Shares. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds, net of tax. The Investment manager, T2 Advisers LLC, has been granted options to purchase 4,222,222 Ordinary Shares at the Placing Price, as reduced by dividends paid per share, subject to the Company achieving certain performance criteria as follows: The Investment manager options will vest and become exercisable in respect of 50 per cent immediately on conclusion of the first three month period during which the Company pays dividends on the Shares in an aggregate amount during that three month period equal to or exceeding 8 per cent of the Initial offer Price on an annualized basis (the hurdle rate). The remaining 50 per cent will vest and become exercisable immediately on conclusion of the twelve month period following the date specified above. In accordance with IFRS 2, the value of the options was based upon an estimate of the fair value of the services received. The Company believes that the fair value can be determined by a comparison to a performance-based incentive fee program, which arrangements are common practice in the industry, because the option program was similarly intended to compensate the Investment manager for achieving superior returns. The fair value estimate was based, in good faith, upon the present value of a hypothetical performance-based incentive fee, assuming a fee of 20% of the excess return above an 8% hurdle rate over a ten-year period; the fair value of the options was determined to be £100,000. For the period ending 31 December 2005 the Company charged £4,167 to expense representing the amortization of the fair value of the options. The calculation of fair value is sensitive to a number of assumptions, including the average interest rate on investments, the pace of investment activity, the amount and cost of leverage, if any, and expenses. It should be noted that the actual value of the options may ultimately be substantially greater or less than the fair value calculated. If actual financial performance is significantly better than the assumptions used in the calculation of fair value, the options could be worth several million pounds; to the extent that the performance criteria is not achieved, the options would expire worthless. Share Capital Shares in GBP issue Ordinary shares Shares issued during the period 38,000,000 - Shares in issue as at 31 December 2005 38,000,000 - Share Premium GBP Shares issued during the period 38,000,000 Set-up fees (1,305,851) Total as at 31 December 2005 36,694,149 Total value of shares in issue as at 31 December 2005 36,694,149 T2 Income Fund Limited NOTES TO THE FINANCIAL STATEMENTS (continued) For the period from 9 June 2005 (date of incorporation) to 31 December 2005 10. CASH GENERATED FROM OPERATIONS 2005 GBP Profit for the period 201,956 Adjustments for: Unrealised gain arising on adjustment to fair value of investments (33,384) Amortisation of fair value of options 4,167 Changes in working capital: Trade and other receivables (87,418) Trade and other payables 71,252 Cash inflow from operations 156,573 11. RELATED PARTY TRANSACTIONS Saul Rosenthal is a member of BDC Partners which owns T2 Advisers LLC. Saul Rosenthal and Patrick Conroy are directors of T2 Advisers LLC. Patrick Firth is a director of the Administrator Butterfield Fund Services (Guernsey) Limited. The following transactions were carried out with related parties: 2005 GBP Amounts due to related parties Fees due to P Conroy as Chief Financial Officer to the Company 4,167 Fees due to the Investment Manager T2 Advisers, LLC 2,150 The Investment manager has been granted options giving it the right to acquire 4,222,222 Ordinary Shares at the Placing Price, subject to the Company achieving certain performance criteria. As at 31 December 2005 the criteria had not been met, refer note 9. Directors shareholdings in Company Saul Rosenthal holds 1,055,556 ordinary shares in the Company as at 31 December 2005. This is equal to a beneficial interest of 2.5% based on the Share Capital as at that date when diluted by the number of Ordinary Shares subject to the option. 12. EARNINGS PER SHARE Earnings per share has been calculated by dividing the profit attributable to ordinary share holders (£201,956) by the weighted average number of ordinary shares outstanding during the period (38,000,000). Diluted earnings per share has been calculated by dividing the profit attributable to ordinary share holders (£201,956) by the weighted average, except for the period between incorporation and flotation, number of ordinary shares outstanding during the period adjusted for the effects of all dilutive potential ordinary shares (42,222,222). 13. POST BALANCE SHEET EVENTS Since the year end the Company has made a number of new investment purchases, these are detailed below: 27/03/06 US$1,400,000 FCI International S.A.S. 05/04/06 US$4,850,000 Stratus Technologies, Inc 2nd Lien (3/06) 25/04/06 US$1,945,500 Stratus Technologies, Inc 2nd Lien (3/06) 08/05/06 US$7,500,000 Corel Primary Corel Corp 08/06/06 US$5,015,822 Infor Global Solutions 2nd Lien T2 Income Fund Limited Portfolio Statement As at 31 December 2005 Fair % of net Value assets Corel Corporation (2/05) 2nd Lien Term Loan 1,186,814 3.22% Peer 1 Network (USA) Inc. loan 4,700,830 12.74% Total financial assets at fair value through profit & loss 5,887,644 15.96% Cash balances 35,694,293 96.73% Other net liabilities (4,681,665) -12.69% Net Assets 36,900,272 100.00% The above financial information does not constitute statutory accounts within the meaning of Section 240, Companies Act 1985. The information for the period has been extracted from the statutory accounts of the Group for the period ended 31 December 2005 which have been audited by the Group's auditors Grant Thornton UK LLP and whose report thereon is unqualified. This information is provided by RNS The company news service from the London Stock Exchange NUAR
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