26 July 2022
LIMITLESS EARTH
PLC
("Limitless" or the "Company")
Final Results for
the year to 31 January 2022
The Company announces its final results for the year to
31 January 2022.
The Annual Report and Accounts for the year ended 31 January 2022 will shortly be posted to
shareholders and uploaded to the Company’s website,
www.limitlessearthplc.com.
This announcement contains inside information for the purposes
of UK Market Abuse Regulation. The Directors of the Company take
responsibility for this announcement.
For further information, please contact:
Limitless Earth
plc
+44 (0) 7780 700 091
Guido Contesso
www.limitlessearthplc.com
Cairn Financial Advisers
LLP
+44 (0) 20 7213
0880
Nominated
Adviser
www.cairnfin.com
Jo Turner/Sandy
Jamieson
Peterhouse Capital Limited
+44 (0) 20 7469
0930
Broker
www.pcorpfin.com
Peter Greensmith/Charles Goodfellow
Chairman’s Statement
The Company continues to focus on investing in opportunities
highlighted by demographic trends. This investing strategy has
governed the selection of our existing investments including
cleantech (Saxa Gres), life sciences (Chronix) and technology
(V-Nova and Exogenesis).
The board is aware of the importance of making the right
investment in the right sector at the right time and has and will
only consider investing in opportunities that fit into its
investing policy. In recent years, the board has elected to
make follow-on investments into its investee companies rather than
source new investment opportunities, but it continues to review and
consider investment opportunities and will only invest in the best
of those reviewed. The board further recognises the
importance of seeing an exit from these investments at the right
time and it keeps the investment portfolio under continuous
review.
The Company has cash and cash equivalents at the reporting date
of £95,737, which the board considers is sufficient for its
operations for the financial year ahead and the board will look to
exit investments when the conditions are supportive.
The Company’s investing policy is to principally invest in
sectors where changing demographic factors are important drivers of
growth, and these investments may be in either quoted or unquoted
securities made directly or indirectly in partnerships or joint
ventures or into individual assets and can be at any stage of
development. To date, the board has made direct investments
in opportunities where other investors may or may not
participate. Given the unprecedented changes in recent years
and market volatility brought about by significant factors such as
Brexit and the COVID pandemic, the board considers it likely that
it will focus on co-investment opportunities from management's
extensive, high-level contacts in the areas of family wealth and
asset wealth management. It is expected this will assist in
providing greater liquidity to exit and access to follow-on funding
for the investee company in the event it is required, helping the
board better manage its exposure to risk and divestment.
The investments made to date are in the form of equity to
convertible loans and all investments are valued £1,524,560 at fair
value. To determine the fair value of each investment, the
directors have reviewed all the information received from each
investee company and also from publicly available information on
the internet and whilst all of the information available is all
positive there is insufficient information to demonstrate that the
fair value is anything other than cost as a result of a lack of
other inputs or evidence to suggest an uplift or impairment of the
value.
The investments are:
Saxa Gres S.p.A, a turn-around circular economy company
which specialises in an innovative tile production process, has
been successful in expanding its operations by competitor
acquisitions and this has enabled it to satisfy the increasing
demands for its products while attracting valuable funding from
relevant institutional investors.
The Board considers Saxa’s founders, management and
professionals have demonstrated outstanding achievements in terms
of the development of its operations, sales, product expansion and
integration of its acquisitions. Further, during the reporting
period, A2A S.p.A, a €4 billion listed company, took a holding in
this investment of 27.7% and as a relevant industrial partner, the
Board is optimistic that they could help to expand and solidify
Saxa Gres’ successful business model.
The global gas price spike started from last year and is still
exacerbated by the current relevant market disruptions. Saxa
Gres’ operations are dependent on gas for production and, post
period, Saxa has sought to, and had approved, restructure the terms
of its bonds. As a result, the spread in the market value of
the bonds has increased. Whilst the Board remains optimistic that
this will correct itself, it has also sought to divest of part of
the Company’s holding of bond, but it maintains its equity
participation option in full.
V-Nova International Ltd. is a London-headquartered technology company
providing next-generation compression solutions that address the
ever-growing media processing and delivery challenges. V-Nova, as
an IP software company, has developed an innovative video and
imaging compression technology, with a valid proof of revenues and
concept also in relevant emerging markets countries.
V-Nova’s LCEVC (Low Complexity Enhancement Video Coding) is the
industry’s first highly optimised implementation of MPEG-5 Part 2
LCEVC, the codec-agnostic ISO/IEC enhancement standard capable of
providing higher quality at up to 40% lower bitrates than codecs
used natively. Its unique low-complexity design can allow for
immediately accelerated encoding by up to 4 times compared to other
commonly used codecs via a simple software upgrade, producing
significant transcoding cost efficiencies.
V-Nova’s management has helped ensure that the company’s
technology is becoming an integrated world standard.
Following a fundraising round in 2021, raising €33 million in
total, a relevant investor company publicly declared they invested
in V-Nova because it has all the right components to soon establish
itself on the market as a tech leader alongside top global
players.
Technical validation of V-Nova’s offering continues and, in the
first quarter of 2022, the V-Nova MPEG-5 LCEVC has been selected
for the video enhancement codec layer of Brazil’s next generation
broadcast system.
Brazil’s Digital Terrestrial Television System Forum (SBTVD
Forum) has been working on its next-generation broadcast/broadband
solution for a while and after extensive and rigorous testing
followed by agreement by the Brazilian Ministry of Communication,
Brazil’s SBTVD announced the selection of technologies that will be
adopted as part of the TV3.0 Project which incorporates V-Nova’s
MPEG-5 LCEVC codec, the only multilayer enhancement video codec
selected.
Due to the exponential video consumption growth, it materially
increases the energy savings in the near future like direct server
electricity consumption, it assists in reducing hardware
replacement rates or providing greater reach to using with older
technology and it drives indirect savings in areas including
manufacturing costs, cooling, content transmission (CDN), storage
and caching and end user decoding.
The Company is optimistic that V-Nova has reached a stage of
development where it will be able to exploit its years of hard work
and, importantly, value the investments in it as it progresses
towards reaching profitability and expanding V-Nova’s patented
capabilities in as many verticals as possible.
Guido Meardi, CEO and Co-Founder,
V-Nova said they are looking forward to replicating this model
elsewhere,”
Chronix Biomedical, inc. is a privately-owned biotech
company founded in 1997 which specialises in simple blood tests
(liquid biopsies) for real-time monitoring of the effectiveness of
cancer drugs, including immunotherapies, and rejection of
transplanted organs. The cancer test is based on a patented
technology whereby Chronix can identify gains and losses in cell
free DNA that allow them to determine if a cancer therapy is
working. The transplant test allows Chronix Company to determine if
the organ that is transplanted is being accepted or rejected, and
thereby allows the physician to alter the immunosuppressive drug
regimen given to the patient.
In June 2018, Chronix signed its
first commercial agreement with a large EU-based lab group, which
already processes more than 150,000 laboratory samples daily,
providing an exclusive licence for Germany, Austria, Switzerland and Belgium. The contract is for 15 years, and
independent research analysts have estimated the net present value
of the licensing payments to Chronix over the life of the agreement
to be approximately $92 million.
In April 2021 Oncocyte, a listed
Nasdaq Company specialised as a precision diagnostics company with
the mission to improve patient outcomes by providing personalised
insights that inform critical decisions throughout the patient care
journey, bought Chronix Biomedical allowing them to use their
network to distribute Chronix’s products. As part of the terms of
the acquisition, Chronix’s shareholders received rights to future
revenues on Chronix’s products sold.
In Q2 2022 Oncocyte announced that it has completed development
of its proprietary TheraSure™ Transplant Monitoring test for liver
transplant patients, marking the successful completion of Chronix
technology transfer.
Oncocyte’s readiness to deploy TheraSure following the Company’s
acquisition of Chronix Biomedical and Oncocyte announcement marks
the first product to be launched clinically from Chronix
acquisition completed in April
2021.
The company is working with the Equity holder Representative to
receive sharing Sales revenue news on the potential recovering of
the investment and eventual future revenues from the sale of
Oncocyte Chronix products on which the company holds rights.
Oncocyte-Chronix’s impact investment angle: Chronix’s tests
provide the opportunity for patients and healthcare provides to
avoid billions of pounds of diagnostic surgery costs, for patients
to avoid invasive surgery, healthcare provides to reduce demand on
resources. Chronix’s products provide for cost effective,
surgery free treatment monitoring which could lead to more
effective care and treatments, saving money and lives.
Exogenesis Corporation Headquartered Massachusetts, USA,
Exogenesis is a private, venture-capital-backed company that has
developed and is commercialising a proprietary technology to modify
and control surfaces without applying a coating or creating
sub-surface damage. Exogenesis is commercialising a platform
technology, NanoAccel™, using Accelerated Neutral Atom Beam (ANAB)
and Gas Cluster Ion Beam (GCIB) technologies that modify and
control surfaces of materials at a nanoscale level. The company's
proprietary technologies are used for surface modification and
control in a broad range of biomedical, optical and semiconductor
applications.
On Mid 2021, nanoMesh™ LLC, a subsidiary of Exogenesis
Corporation, announced the formation of a Medical Advisory Board
supporting the commercial launch of the nanoMesh™ product line
indicated for the repair of abdominal wall hernias and abdominal
wall deficiencies that require the addition of reinforcing material
to obtain the desired surgical result.
nanoMesh™ is commercially available in the US and possesses a
unique nanometre-level surface texture, via the application of
Accelerated Neutral Atom Beam (ANAB) technology during
manufacturing.
Although the Board are optimistic and recognise Exogenesis’
technological achievements, the investment is pre revenue and we
look forward to further news on all the verticals and the nanoMesh™
product sales.
Exogenesis ’impact investment angle: its technology can modify
materials in order to alter their behaviour or effectiveness or
change their chemical and/or physical properties to replicate
other, more expensive materials.
It is the intention of the board to seek to exit the current
investments when conditions provide for a successful exit, in order
to provide funds for reinvestment. The board looks
forward to updating shareholders with any progress in the year
ahead.
Guido
Contesso
Chief Executive Officer
22 July
2022
Income Statement and Statement of
Comprehensive Income
for the year ended 31 January
2022
|
|
|
|
Year
ended
31 January |
Year
ended
31 January |
|
2022 |
2021 |
| Continuing
operations |
£ |
£ |
|
|
|
| Investment income |
22,426 |
27,583 |
| Total
income |
22,426 |
27,583 |
| Administrative
expenses |
(434,505) |
(78,076) |
| Operating loss and
Loss before taxation |
(412,079) |
(50,493) |
|
|
|
| Taxation |
- |
- |
| Loss for the
year |
(412,079) |
(50,493) |
| Total comprehensive
loss for the year |
(412,079) |
(50,493) |
|
|
|
| Earnings per
share: |
|
|
| Basic and diluted
earnings per share |
(0.00630) |
(0.00077) |
|
|
|
There are no items of other comprehensive income.
Statement of Financial Position
As at 31 January 2022
|
|
|
|
2022 |
2021 |
|
£ |
£ |
|
|
|
| Non-current
assets |
|
|
| Financial asset
investments at fair value through profit and loss |
1,524,560 |
1,874,083 |
| Non-current
assets |
1,524,560 |
1,874,083 |
|
|
|
| Current
assets |
|
|
| Trade and other
receivables |
15,730 |
41,749 |
| Cash and cash
equivalents |
95,737 |
157,310 |
| Current
assets |
111,467 |
199,059 |
|
|
|
| Current
liabilities |
|
|
| Trade and other
payables |
(68,663) |
(93,699) |
| Current
liabilities |
(68,663) |
(93,699) |
|
|
|
| Net Assets |
1,567,364 |
1,979,443 |
|
|
|
|
|
|
| Equity |
|
|
| Issued Share
Capital |
654,000 |
654,000 |
| Share Premium |
2,350,630 |
2,350,630 |
| Retained Earnings |
(1,437,266) |
(1,025,187) |
| Total
Equity |
1,567,364 |
1,979,443 |
Statement of Changes in Equity
for the year ended 31 January
2022
|
Share
capital |
Share
premium |
Share
warrant reserve |
Retained earnings |
Total |
|
£ |
£ |
£ |
£ |
£ |
| At 31 January
2020 |
654,000 |
2,350,630 |
- |
(974,694) |
2,029,936 |
|
|
|
|
|
|
| Total comprehensive
loss for the year |
- |
- |
- |
(50,493) |
(50,493) |
| At 31 January
2021 |
654,000 |
2,350,630 |
- |
(1,025,187) |
1,979,443 |
|
|
|
|
|
|
| Total comprehensive
loss for the year |
- |
- |
- |
(412,079) |
(412,079) |
| At 31 January
2022 |
654,000 |
2,350,630 |
- |
(1,437.266) |
1,567,364 |
Statement of Cash Flows
for the year ended 31 January
2022
|
Year
ended |
Year
ended |
|
31-Jan |
31-Jan |
|
2022 |
2021 |
|
£ |
£ |
| Cash flows from
operating activities |
|
|
| Loss for the year
before tax |
(412,079) |
(50,493) |
| Investment income |
(22,426) |
(27,583) |
| Foreign currency
exchange gain/loss |
24,348 |
(6,103) |
| (Increase)/decrease in
receivables |
26,019 |
35,409 |
| Increase in
payables |
(25,036) |
20,245 |
| Net cash outflow
from operating activities |
(409,174) |
(28,522) |
|
|
|
| Cash flows from
investing activities |
|
|
| Investment income
received net |
22,426 |
27,583 |
| Fair value revaluation
of Investment |
227,820 |
(100,000) |
| Sale or (Purchase) of
investments |
97,357 |
(4,594) |
| Net cash outflow
from investing activities |
347,603 |
(77,011) |
|
|
|
| Net decrease in cash
and cash equivalents during the year |
(61,571) |
(105,533) |
|
|
|
| Cash at the beginning
of year |
157,308 |
262,844 |
|
|
|
| Cash and cash
equivalents at the end of the year |
95,737 |
157,310 |
Notes
1.General information
Limitless Earth Plc is a company incorporated and domiciled in
the United Kingdom. The Company is
a public limited company, which is listed on the AIM market of the
London Stock Exchange. The address of the registered office is
Suite 2, Northside House, Mount Pleasant, Barnet, Hertfordshire, England, EN4 9EB.
The Investing Policy is to invest principally, but not
exclusively, in sectors where changing demographic factors are
important drivers of growth. The Company intends to focus initially
on projects located in Europe but
will also consider investments in other geographical regions. The
Company may become an active investor, acquire controlling stakes
or minority positions, in each case, as the Board considers
appropriate and commercial.
The financial statements are presented in Pounds Sterling, which
is the Company’s functional and presentational currency.
2.Summary of Significant Accounting
Policies
The principal accounting policies applied in the preparation of
these financial statements are set out below. The policies have
been consistently applied throughout the period, unless otherwise
stated.
Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs) and IFRIC
interpretations and with Companies Act 2006 applicable to companies
reporting under IFRSs. The financial statements have also
been prepared under the historical cost convention, as modified by
the revaluation of financial assets at fair value through profit or
loss.
The preparation of financial statements in conformity with IFRSs
requires the use of certain critical accounting estimates. It
also requires management to exercise its judgement in the process
of applying the Company’s accounting policies. The areas
involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the financial
statements are disclosed later in these accounting policies.
Going Concern
At the reporting date the Company had cash resources of £95,737
and the Directors have prepared cash forecasts that show that, at
the time of approving the financial statements, the Company has
adequate resources to continue in existence for the foreseeable
future. Thus, they continue to adopt the going concern basis
of accounting in preparing the financial statements.
3.Financial Asset Investments
|
2022
£ |
2021
£ |
| On 1 February |
1,874,083 |
1,763,386 |
| Cost of investment purchases |
- |
4,594 |
| Sale proceeds from investments |
(97,356) |
- |
| Foreign currency exchange
gain/(loss) |
(24,347 |
6,103 |
| Fair value revaluation |
(227,820) |
100,000 |
| 31 January – Investments at fair
value |
1,524,560 |
1,874,083 |
| Categorised as: |
|
|
| Level 3 – Unquoted investments |
1,524,560 |
1,874,083 |
|
1,524,560 |
1,874,083 |
The valuation model adopted by management is explained in Note
3, Critical accounting judgements and estimations and is applicable
to each of the investments listed below:
Chronix Biomedical Inc (“Chronix”)
On 8 October 2015 the Company made
an investment in Chronix of US$500,000 (approximately £329,511) in the series
I round of convertible preference stock (“Series I Stock”) at a
price of US$0.40 per share. On a
fully diluted basis, considering all classes of common and
preference stock in issue, at the date of investment, Limitless’
investment represented 0.72% of Chronix’s issued share capital and
values Chronix at approximately US$69
million.
On 20 September 2019, the company
announced that it made a further investment of $100,000 (£81,526) in form of a promissory
note.
On 19th Match 2021, the company announced that Chronix had
entered into an agreement t with Oncocyte Corporation Inc.
(“Oncocyte”), a listed US based molecular diagnostics company, for
its acquisition for cash, equity and a future revenue share
consideration on Chronix products from now on using the Oncocyte
distribution channels.
On 20th April 2021 and after the
financial year, Chronix repaid $109,460.09 which comprises of the $100,000 promissory note interest.
On 29th June 2022 the Chronix Equity
Representative receiving Chronix products sales updated from
Oncocyte, estimated a possibility to receive a first cash
flow within one year (potentially up to the 50% on the
investment) if the current sales track were maintained The future
cash flows will be received yearly in a time period from 7 to
10 years depending by each type of Chronix product and the
countries in which Oncocyte distribution channels sell them,
The future cash flows will be received yearly in a time period for
7 to 10 years.
V Nova International Ltd
(“V-Nova”)
On 18 December 2015, the Company
made a cash investment of £500,000 in V-Nova, a company that
specialises in Advanced Signal & Data Compression Solutions.
The investment was through the acquisition of £500,000 worth of
Convertible loan notes. On 4 April
2017, these notes were converted into 7,284,382 Series B1
Participating shares at a 20% discount to the preferential
valuation of V-Nova at the time, of £100 million.
On 30 October 2020, V-Nova raised
£16,810,410 on a series C1 funding round and the company settled
unconverted loan not holders with £8,556,144 cash. V Nova raised
further £5,661,027 in December 2020.
On 16 June 2022, V-NOVA finalized
a fund raising of £27,014,336. at £0.09 with Limitless Earth
holding 7,284,382 Shares.
Saxa Gres S.A (“Saxa”)
On 23 December 2015, the Company
invested €350,000 (approximately £258,830) in Saxa. As a
first-round subscriber, Limitless has also been granted an option
to acquire 1.1655 per cent. of the equity in Saxa at nominal value
with the intention that, once the bonds have been repaid, Limitless
will be able to maintain an interest in Saxa of approximate value
to the bond investment.
On 21 March 2017, Limitless
announced that it had increased its investment in Saxa Gres by
acquiring a further 267 Notes for a value of €267,000. These Notes
were also accompanied by options to acquire shares in Saxa Gres, in
this case to acquire another 1.333% of its equity share capital
with each option having an exercise price of €1. In total,
Limitless has options to acquire approximately 2.5% of the equity
share capital of Saxa Gres at an exercise price of €1 per
share.
On 16 November 2017, the Company
announced that it had made a further investment in Saxa Gres S.p.A.
of approximately EUR €75,000 in form of a loan. Saxa Gres was
raising funds, via an increase in its share capital, in order to
invest in a new production line, it required to meet a significant
increase in orders. Limitless participated alongside two sizable
credit funds in order to maintain its interest in Saxa Gres.
On 19 January 2021, the Company
announced that a recent investor in Saxa Gres, was A2A S.p.A., a €4
billion listed company, as a Saxa Gres shareholder (27.7%) and as a
relevant industrial partner which could help to expand and solidify
Saxa Gres’ successful business model.
At the request of Saxa Gres in order for it to gain better
access bank financing to further its investment plans, the Board of
LME, together with 96% of the existing 2023 bond holders, agreed to
exchange its 617 Saxa Gres bond notes with maturity in 2023 into a
similar amount of Saxa Gres notes of 7 per cent. with maturity in
2026.
On 29th July 2021, the Company
entered into an agreement with an FCA regulated broker to dispose
30 Saxa Bonds ISIN: IT0005418436 (for a nominal value of €29,131.73
net of a 3.5% commission).
On 19th July 2022, the Company
entered into an agreement with an FCA regulated broker to dispose
EUR 275,000 Saxa Bonds ISIN:
IT0005418436 (for a nominal value of €165,000 net of commission).
The board have provided a fair value reduction of EUR 227,820 on the carrying value in Saxa Gres
investment at 31.1.2022.
Exogenesis.
On 6 May 2016, the Company made an
investment in Exogenesis, a nanotechnology company which has
developed nanoscale surface modification technology to, inter
alia, improve the safety and efficacy of implantable medical
devices and is being used to develop next generation microscopy
tools for DNA analysis.
The Company invested US$300,000
(approximately £200,000) in the Exogenesis senior convertible notes
which accrued an 8 % annual interest (“Notes”). The Notes,
together with accrued interest, are convertible into Exogenesis
series B preferred stock at a price of US$0.382 per share or, at the option of
Limitless, into Exogenesis series C preferred stock at a 20 %
discount to the issue price at the time of the next
financing.
On 9 June 2017, the Company
extended the maturity date of the loan notes to 31 December 2017 from 30
June 2017 and lowered the conversion threshold amount to
$2,500,000. Upon the cash financing
being achieved and the maturity date being reached, the notes were
then converted into series B preferred stock at the agreed
price.
The table of investments sets out the fair value measurements
using the IFRS 7 fair value hierarchy. Categorisation within
the hierarchy has been determined on the basis of the lowest level
of input that is significant to the fair value measurement of the
relevant asset as follows:
Level 1 – valued using quoted prices in active markets for
identical assets.
Level 2 – valued by reference to valuation techniques using
observable inputs other than quoted prices included within Level
1.
Level 3 – valued by reference to valuation techniques using
inputs that are not based on observable market data.
The valuation techniques used by the Company are explained in
the accounting policy note, “Financial asset investments”.
LEVEL 3 FINANCIAL ASSETS
Reconciliation of Level 3 fair value measurement of financial
assets:
|
2022
£ |
2021
£ |
| Brought forward |
1,874,083 |
1,763,386 |
| Purchases |
- |
4,594 |
| Sale proceeds from investments |
(97,356) |
|
| Foreign currency exchange gain
/(loss) |
(24,347) |
6,103 |
| Fair value revaluation |
(227,820) |
100,000 |
| Carried forward |
1,524,560 |
1,874,083 |
4.Earnings Per Share
(a) Basic
Basic earnings 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 period.
|
2022 |
2021 |
|
£ |
£ |
| Loss from continuing
operations attributable to equity holders of the company |
(412,079) |
(50,493) |
| Weighted average
number of ordinary shares in issue |
65,400,000 |
65,400,000 |
|
Pence |
Pence |
| Basic earnings per
share from continuing operations |
(0.00630) |
(0.00077) |
(b) Diluted
Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. There were no
potentially dilutive instruments outstanding at 31 January
2022.
5.Post Year End Events
On 21 July 2022, the company
announced that Saxa Gres had extended the maturity of the Bonds
from 2026 to 2027 and agreed that it would pay coupons conditional
on certain revenue targets being met and linked to the sale of
non-core assets. As a result of this restructuring, the Company
decided to reduce its holding in the Bonds and sold 275 Bonds for a
total consideration of EUR
165,000. Following the sale, the Company continues to
hold Bonds with a face value of EUR
317,000. The proceeds of the sale will be used for
general working capital purposes.
FORWARD LOOKING STATEMENTS
Certain statements made in this announcement are forward-looking
statements. These forward-looking statements are not historical
facts but rather are based on the Company's current expectations,
estimates, and projections about its industry; its beliefs; and
assumptions. Words such as 'anticipates,' 'expects,' 'intends,'
'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions
are intended to identify forward-looking statements. These
statements are not a guarantee of future performance and are
subject to known and unknown risks, uncertainties, and other
factors, some of which are beyond the Company's control, are
difficult to predict, and could cause actual results to differ
materially from those expressed or forecasted in the
forward-looking statements. The Company cautions security holders
and prospective security holders not to place undue reliance on
these forward-looking statements, which reflect the view of the
Company only as of the date of this announcement. The
forward-looking statements made in this announcement relate only to
events as of the date on which the statements are made. The Company
will not undertake any obligation to release publicly any revisions
or updates to these forward-looking statements to reflect events,
circumstances, or unanticipated events occurring after the date of
this announcement except as required by law or by any appropriate
regulatory authority.