THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Your attention is drawn to the risky nature of Dale’s investments in private equity business and you are strongly recommended to read the section on Risk Factors. If you are in doubt about the action you should take, you should consult your financial adviser, your stockbroker or any other independent adviser immediately.

These Listing Particulars include particulars given in compliance with the Stock Exchange of Mauritius Rules governing the Official Listing of Securities for the purpose of giving information with regard to the issuer. The directors, whose names appear on page six, collectively and individually accept full responsibility for the accuracy of the information contained in these Listing Particulars and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

Application has been made for all of the Ordinary Shares of Dale Capital Partners Limited to be admitted to the Official Market of the Stock Exchange of Mauritius. It is expected that such admission will become effective and that dealings in the shares will commence on 28 December 2007. __________________________________________________________________________________________

Dale Capital Partners Limited(A Company registered in the British Virgin Islands under the BVI Business Companies Act (2004))

Listing Particulars in respect of the Introduction of 5,940,000 Ordinary Shares of no par value to the Official Market of the Stock Exchange of Mauritius.

__________________________________________________________________________________________

Share Capital Immediately Following Admission

Authorised Issued and fully paidNumber Amount Number Amount

Unlimited No par value 5,940,000 No par value

__________________________________________________________________________________________

The distribution of these Listing Particulars and the placing, sale or delivery of Dale Shares is restricted by law in certain jurisdictions. Therefore, persons who may come into possession of these Listing Particulars are advised to consult with their own legal advisers as to what restrictions may be applicable to them and to observe such restrictions. These Listing Particulars may not be used for the purpose of an offer or invitation in any circumstances in which such offer or invitation is not authorised.

Prospective investors should not treat the contents of this document as advice relating to legal, taxation, investment or any other matters. Prospective investors should inform themselves as to: (a) the legal requirements within their own countries for the purchase, holding, transfer or other disposal of Dale Shares; (b) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of Dale Shares which they may encounter; and (c) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of Dale Shares. Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning Dale Capital Partners Limited and an investment therein. This document should be read in its entirety before making any application for Dale Shares.

These Listing Particulars have been vetted by the Listing Committee, in conformity with the listing rules of the Stock Exchange of Mauritius, on 21 December 2007.

The Listing Committee assumes no responsibility for the contents of these Listing Particulars, makes no representation as to the accuracy or completeness of any of the statements made or opinions or reports expressed therein and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part of the contents of these Listing Particulars.

LP No: LC/I/01/2007

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CONTENTS

Page

DEFINITIONS 3

KEY INFORMATION 5

DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS 6

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 8

INTRODUCTION STATISTICS 8

PART I: INFORMATION ON DALE 9

1. INTRODUCTION 9

2. HISTORY AND DEVELOPMENTS 10

3. SOUTH AFRICA AND MAURITIUS 11

4. INVESTMENT STRATEGY 11

5. STRATEGIC PARTNERS 16

6. GROUP STRUCTURE 17

7. PORTFOLIO 19

8. BOARD OF DIRECTORS 22

9. CORPORATE GOVERNANCE 24

10. SOCIAL RESPONSIBILITY 25

11. CAPITAL RESOURCES 25

12. DIVIDEND POLICY 25

13. SHARE OPTIONS 26

14. ADMISSION AND DEALINGS 26

15. FURTHER INFORMATION 26

PART II: RISK FACTORS 27

PART III: HISTORICAL FINANCIAL INFORMATION ON DALE CAPITAL PARTNERS LIMITED 30

PART IV: ADDITIONAL INFORMATION 50

1. RESPONSIBILITY STATEMENT 50

2. SHARE CAPITAL 50

3. DIRECTORS AND CONNECTED PERSONS’ INTERESTS IN SHARES 52

4. SUBSTANTIAL INTERESTS IN SHARES AND SHARES IN PUBLIC HANDS 52

5. ARTICLES OF ASSOCIATION 53

6. EXPENSES IN RESPECT OF THE APPLICATION FOR LISTING 61

7. WORKING CAPITAL 62

8. EMPLOYEES 62

9. SHARE OPTION PLAN 62

10. DIRECTORS EMOLUMENTS 62

11. MATERIAL CONTRACTS 63

12. LITIGATION 66

13. BORROWINGS 66

14. EXCHANGE CONTROL REGULATIONS 66

15. TAXATION 67

16. CONSENTS 69

17. SIGNIFICANT CHANGE 69

18. DOCUMENTS AVAILABLE FOR INSPECTION 70

APPENDIX 1: PORTFOLIO WEIGHTING BY COUNTRY 71

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DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:

“Act” the BVI Business Companies Act 2004 as amended of the British Virgin Islands;

“Admission” the admission of the Ordinary Shares to trading on the Official Market of SEM;

“Articles” the articles of association of the Company;

“BEE” black economic empowerment;

“BEE Act” Broad-Based Black Economic Empowerment Act, 2003 (Act 53 of 2003) as amended of the Republic of South Africa;

“Bella” or “Bella Group” the Bella Group of companies, incorporating: Bella Investment Services Limited, incorporated in Mauritius with registered number 27955/6921 C1/GBL; Trinity Asset Management Limited (formerly Bella Asset Management Limited), incorporated in Mauritius with registered number 49926/C1/GBL; Bella Administrative Services Limited, incorporated in B.V.I with registered number 645043;

“Capital” all cash and funds available to the Company from the subscription of its shares, from borrowings made by the Company, from the exercise of Share Options and the issue of convertible or other securities;

“Company” or “Dale” Dale Capital Partners Limited, a company originally incorporated with limited liability in Mauritius in 9 October 2000 under the name of Dale Investments Limited continued in the British Virgin Islands with registered number 1443428 on 7 November 2007;

“Control Investments” Investments in which Dale has control by virtue of a 100 per cent. or majority shareholding

“Cyberhost” Cyberhost Limited, incorporated in the Republic of South Africa with registered number 1998/013649/06;

“Dale Trust” Dale International Trust Company Limited, incorporated in Mauritius with registered number 25405/6152;

“Directors” the directors of the Company as at the date of this document, whose details are set out on page six of this document;

“Enterprise Value” or “EV” calculated as market capitalisation or equity value of a firm plus debt (and debt-like items such as pension liabilities), minority interest and preferred shares, minus total cash and cash equivalents;

“FSC” Financial Services Commission;

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“GBL 1” an offshore company which is resident in Mauritius and is classified under the Mauritian Laws as a Global Business Category 1 Company. A GBL1 is liable for corporate tax at an effective rate of 3 per cent in Mauritius;

“IFRS” International Financial Reporting Standards;

“IRR” or “Internal Rate of Return” IRR is the discount rate that equates the present value of the expected cash outflows of an investment with the present value of the expected inflows;

“JSE” the Johannesburg Stock Exchange;

“Memorandum” the memorandum of association of the Company;

“Money Multiple” calculated as the cash received back from an asset (through dividends, other distributions and sale proceeds) divided by the cash invested in the investment (original purchase price and additional investments);

“MUR” Mauritian Rupees being the currency of Mauritius;

“Net Asset Value” or “NAV” the net asset value of the Company in total or (as the context requires) per Share calculated in accordance with Dale’s policies and as described in these Listing Particulars;

“Official Market” the Official List of the SEM;

“Ordinary Shares” or “Shares” ordinary shares of no par value in the capital of the Company;

“Queensgate” Queensgate Leisure Holdings (Proprietary) Limited, incorporated in the Republic of South Africa with registered number2003/007383/07;

“Riverstone” Riverstone Alternative Solutions Limited, incorporated in B.V.Iwith registered number 548103;

“Sekunjalo” Sekunjalo Investments Limited, incorporated in the Republic of South Africa with registered number 1996/06093/06;

“SEM” the Stock Exchange of Mauritius;

“Share Option Plan” the Dale Capital Partners Limited Employees Share Incentive Scheme, an overview of which is provided in paragraph 9 of Part IV of this document;

“SOS” SOS Insurance Company of Mauritius Limited, incorporated in Mauritius with registered number 55536/C1/GBL;

“Trinity Asset Management” Trinity Asset Management (Proprietary) Limited, incorporated in or “Trinity” the Republic of South Africa with registered number

1996/10864/07;

“ZAR” South African Rand being the currency of South Africa.

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KEY INFORMATION

The following information is extracted from, and should be read in conjunction with, the full text of this document. Prospective investors should read the whole of this document, including the risk factors set out in Part II, and not rely solely on the following summarised information.

Dale is a public company investing in private equity business and has been operating since 9 October 2000.

Dale is the holding company of the structures reflected on page 17.

Dale’s investment strategy is focused on privately owned businesses with an Enterprise Value of US$10m-US$50m and strong growth or turnaround potential as well as on quoted small and mid-cap companies with value that can be unlocked through private ownership or through the application of private equity principals by an influential, but non-controlling, shareholder.

Dale adopts a flexible investment approach and will make Control Investments or take strategic minority positions depending on the circumstances.

Although Dale will consider investments in any sector in which its risk and return requirements are met, sectors which have been identified as particularly attractive, and in which the Company has a proven track record of delivering attractive returns, are the financial services, leisure and tourism, information technology and mining and resources sectors in South Africa.

As a result of the extensive networks of its Directors and its strong relationships with key strategic partners, Dale has access to a high-quality, pipeline of new investment opportunities in Southern Africa. In addition there are attractive opportunities to invest further in Dale’s existing portfolio of assets.

Dale’s Capital will be utilised to invest in these opportunities, with the goal of achieving superior rates of return and increasing the Company’s Net Asset Value.

Dale has historically paid shareholders a dividend out of distributable profit equivalent to approximately five per cent. of capital invested per annum. The Directors reserve the flexibility to continue to pay this dividend if it is considered to be the most effective manner in which to create value for Shareholders; however there is no guarantee or obligation to do so.

The Company does not have a target leverage ratio but will conduct regular reviews of its capital structure and will increase or reduce the leverage of its total portfolio in order to ensure that it maintains an optimal capital structure. The use of leverage in relation to specific investments is not required or prohibited and there are no limits on the amount of indebtedness that may be incurred in connection with an investment.

Following the Admission, it is the Company’s intention to establish a share trust for the benefit of the Directors and key managers of Dale. It is intended that the share trust will acquire new Ordinary Shares in the company up to a maximum of ten per cent. of the market capitalisation of the Company. Following the initial acquisition of new Ordinary Shares in Dale, it is envisaged that from time-to-time the Share Trust will acquire Ordinary Shares in the open market in order to ensure that it maintains an adequate inventory of Shares.

Dale is exposed is a number of risks including: the hire and retention of personnel, competition from organisations with greater capital resources, requirement for further funds, restrictions on conducting due diligence, changes in laws and falls in the share prices of listed companies in which Dale is invested. More details about risk factors are provided on pages 26-28.

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DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors Robert Arien Engels Non Executive ChairmanNorman Theodore Noland Executive Deputy ChairmanJohn Whatley Chief Executive OfficerCharles Edward Pettit Executive Director (responsible for investments)Kee Chong Li Kwong Wing Non Executive DirectorQuinton James George Non Executive DirectorDr. Jürg P. (Giorgio) Blum Non Executive DirectorNigel Hampton McGowan Non Executive Director

Company Secretary Dale International Trust Company Limited6th Floor, Max City Building21 Remy Ollier StreetPort LouisMauritius

Registry Bella Administrative Services Limited6th Floor, Max City Building 21 Remy Ollier Street, Port LouisMauritius

Registered agent and Office Mossack Fonseca & Co., (B.V.I.) Ltd. Akara Building, 24 de Castro Street Wickhams Cay 1, Road Town Tortola British Virgin Islands

Sponsor and broker CIM StockbrokersLes Cascades Building, Edith Cavell St,Port LouisMauritius

Reporting Accountants Horwath Mauritiusand Auditors Public Accountants

3rd Floor, Amod Building19 Poudrière StreetPort LouisMauritius

Auditors (South Africa) PKF Fisher Hoffman PKF House46 Main RoadClaremontCape TownSouth Africa

Legal advisers Mukan Chambers 2nd Floor, Astor Court BuildingGeorges Guibert St, Port LouisMauritius

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Legal advisers (South Africa) Grant Gunston and Associates202 House VincentEbenezer RoadWynbergCape TownSouth Africa

Bankers Barclays Bank PlcInternational Banking DivisionP.O. Box 1192,8th Floor, Harbour Front Building,President John Kennedy Street,Port Louis,Mauritius

Fairbairn Private Bank LimitedFairbairn House31 The EsplanadeSt HelierJE1 1FBJersey

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Date at which dealings in the ordinary shares of the company are expected to start 28 December 2007

INTRODUCTION STATISTICS

Number of Ordinary Shares in issue 5,940,000

Expected market capitalisation of the Company immediately following Admission (1) US$ 29,700,000

All references in this document are to Mauritian time unless otherwise stated.

The following exchange rates have been used for illustrative purposes throughout this document:

US$ 1.00 = ZAR 6.64US$ 1.00 = MUR 29.25

(1) Based on the US$5 price at which 4,000,000 Shares were placed with investors in advance of the Admission

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PART I

INFORMATION ON DALE

1. INTRODUCTION

Dale is in the business of investing in privately owned businesses with an Enterprise Value of US$10m-US$50m and strong growth or turnaround potential as well as in quoted small and mid-cap companies with value that can be unlocked through private ownership or through the application of private equity principals by an influential, but non-controlling, shareholder.

Dale’s investment strategy is focused on the financial services, leisure and tourism, information technology and mining and resources sectors in Southern Africa.

Dale believes that, due to a mis-pricing of risk and often inadequate capital markets, many companies in Southern Africa are fundamentally undervalued relative to their peers in developed markets and hence offer attractive opportunities for private equity investors with in-depth knowledge of the region. In addition, the necessary intervention of the South African government in its economy through the BEE Act has created numerous attractive opportunities for private equity investors to partner with black entrepreneurs.

The Directors (Norman Noland, John Whatley, Charles Pettit and Quinton George) have extensive experience in Southern Africa and are experienced investors in the financial services, leisure and tourism, information technology and mining and resources sectors. In addition the Company is able to leverage unique and established strategic relationships in the region to ensure continued access to a high quality deal pipeline that is not available to other private equity investors.

One of these strategic relationships is with JSE-listed Sekunjalo, one of the most high-profile and established BEE investors in South Africa. Sekunjalo and Dale have signed a memorandum of understanding under the terms of which the Directors have chosen Sekunjalo as Dale’s BEE partner of choice in South Africa and Sekunjalo has committed to participate in certain transactions that require a BEE partner alongside Dale.

Dale plans to continue to leverage this knowledge, experience and extensive networks to make private equity investments with the goal of achieving superior rates of return and increasing the Company’s Net Asset Value.

The primary measure of Dale’s financial performance will be the change in its Net Asset Value resulting from operating activities during an accounting period. The Company has consistently increased its Net Asset Value for its last three financial years. In its last financial year ended 28 February 2007, Dale reported net assets of US$16.4m (US$10.8m). Figures shown in brackets are for the previous 12 month period. The earnings in years 2006 and 2007 showed a decrease because in 2007 there were significant non-recurring expenses in relation to corporate activity and the closing off of certain employee incentive schemes. Revenue declined in 2006 and 2007 due to the sale of business that were previously consolidated. However, the company has been profitable generating earnings per share of US$4,408 (US$1,696), US$ 12,922 (US$37) and US$ 18,801 (US$ Nil) respectively. Figures shown in brackets are dividends per share.

These figures are as reported in the Company’s statutory accounts under IFRS for the financial year ended 28 February 2007, 28 February 2006 and 28 February 2005 and are extracted without material adjustment from Part III of this document.

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2. HISTORY AND DEVELOPMENTS

Dale was incorporated in October 2000 and began trading as a co-investment vehicle for a small group of private investors. By mid 2005, the group had grown to the point where it became evident that there was sufficient demand to commercialise the business.

At this time, John Whatley was appointed as Chief Executive and the Directors confirmed that they would consider a further equity capital raising at a future date if the following objectives were met:

The establishment of an investment track-record that demonstrates the potential of Dale’s investment strategy;

The deepening of the Company’s key strategic partnerships in the BEE sector and the public equity markets; and

The development of a pipeline of new investment opportunities sufficient to warrant the raising of additional equity capital

These objectives were achieved by early 2007 and it was decided that Dale would raise further equity capital via a private placement of shares and a stock market listing. This decision was taken as:

The Directors believe that the Company will benefit from the disciplines inherent in a public market quotation, while Shareholders will benefit from the increased liquidity of their positions and from an observable market from which to value their investment in Dale;

The Company has developed relationships with UK- and European-based asset management companies who wish to both invest in Dale and to co-invest with Dale. For most of these companies it is difficult to partner with or invest in an unlisted business; and

The Company has developed relationships with South African asset managers who have asset swap capacity available for investment in Dale. These asset swaps may not be into unlisted vehicles.

Key events in Dale’s development

September 2003: Dale enters into strategic partnership with Queensgate, acquiring a 17 per cent. stake in the Cape Town-based Tourism and Leisure Group

February 2004: Acquired a controlling 48.2 per cent. interest in Synergy Computing (Pty) Ltd December 2004: Initial investment made in Sekunjalo (less than one per cent. of issued share

capital) June 2005: Investment in listed shares of Afri-can Marine Minerals Corporation (less than one per

cent. of issued share capital) April 2007: Exit from Synergy Computing (Pty) Ltd via a sale to Sekunjalo Informatics and

Telecommunications Africa, achieving a multiple of 9.1x money invested April 2007: Exit from Afri-can Marine Minerals Corporation via an open-market sell down,

achieving a multiple of 2.7x money invested May 2007: Dale converts Queensgate equity to secured loans. Multiple of 2.0x money invested

achieved. Loans currently being repaid. Further capital appreciation will be achieved through conversion of part of the loan to equity prior to the reverse listing of part of Queensgate into JSE listed Cyberhost, scheduled to take place by March 2008.

May 2007: ABSA Corporate and Business Bank acquires ten per cent. of Sekunjalo, strengthening the balance sheet and providing acquisition firepower for Dale’s strategic partner

October 2007: Acquisition of a ten per cent. stake in Trinity Asset Management, a leading specialist asset manager in South Africa (the acquisition agreement is available for public inspection - refer to section 18 of Part IV of this document). Dale also has an option to acquire an additional 25 per cent.of Trinity Asset Management and to establish a Mining and Resources Fund via its wholly owned company Trinity Asset Management (Mauritius) Limited.

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3. SOUTH AFRICA AND MAURITIUS

Due to its size relative to the Southern African region, it is expected that the significant majority of Dale’s investment opportunities will be in South Africa. These opportunities have been created by the rapid and balanced development of South Africa over the last decade, which, when combined with a sound legal framework and fiscal policies, and the regulatory and local infrastructure of a developed market, has created a fertile environment for private equity. The country also demonstrates an advanced level of accountability, enforcing strong corporate governance, and maintaining transparency and efficiency in its capital markets. This in turn helps to facilitate accurate analysis of the quoted small and mid-cap companies that fall within Dale’s investment strategy.

While the initial majority of Dale’s new investment opportunities will be in South Africa, the Company already has a significant investment in Mauritius and the Directors have chosen to list the business in Mauritius. There are a number of reasons for this, including the following:

Attractive taxation regime – Mauritius has double-taxation treaties with 33 countries including Botswana, France, Germany, Italy, Lesotho, Luxembourg, Madagascar, Mozambique, Namibia, South Africa, Swaziland and the United Kingdom. The rate of corporate income tax in Mauritius is currently 15 per cent. on chargeable income and there are no withholding or capital gains taxes and no estate duty or inheritance tax payable on the inheritance of shares in a global business entity in Mauritius..

Robust but flexible regulatory regime - The Mauritian authorities have been extremely prudent in adopting the best international law and regulations, by learning from how other jurisdictions have developed. The regime, supervised by the FSC, provides an effective framework to conduct activities in the Financial Services sector.

Exemplary Governance - Mauritius is a worldwide reference for political stability and has recently been ranked as the top Sub-Saharan country by the Ibrahim Index of African Governance. The index measures 48 African countries on five criteria, namely: safety and security; rule of law; transparency and corruption; participation and human rights; and sustainable economic opportunity and human development

Guaranteed confidentiality - Mauritius offers guaranteed confidentiality to those engaged in legitimate business through express statutory provisions and customary laws.

Credible exchange with incentives for foreign investors - The Stock Exchange of Mauritius is the second most active Exchange in Africa (as rated in a study by the World Bank in February 2006) and operates a fully computerised trading system. Foreign investors benefit from key incentives including no withholding taxes on dividends and capital gains

The Directors are confident that the broad shareholder base of the Company and the interest shown in the Mauritian listing by European and South African investors will be sufficient to ensure liquidity in Dale’s Shares and thus overcome the primary risk in a quotation on a smaller exchange such as SEM. In addition, the Directors will ensure that efforts are made to promote Dale both in Mauritius and in other SADC countries. This is expected to further increase the liquidity of the Shares.

4. INVESTMENT STRATEGY

Overview

Dale’s private equity investment strategy is to:

build a portfolio focused on Southern Africa, in particular South Africa, and the key growth sectors that have been identified;

maintain the flexibility to invest whenever the market conditions and risk/reward profiles are most favourable. No target weightings by country are proposed. However, due to the size of its economy relative to the region, key strategic relationships held by the Company, and the Director’s significant expertise in making private equity investments in South Africa, it is expected that the majority of the Company’s investments will be made in businesses operating in South Africa;

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target a range of transaction sizes, typically those with an Enterprise Value of US$10m – US$50m (however both larger and smaller transactions will be considered);

invest principally in expansion or late-stage development capital situations and management buy-outs and buy-ins;

back strong management teams and motivate them with equity participation in their companies.

Dale’s approach incorporates the strengths of traditional private equity investment including due diligence discipline, downside risk mitigation and hands-on involvement. These strengths are combined with the added advantages of an unlimited investment period, unique and established strategic relationships across the region, and the ability to use leverage and its Shares in acquisitions and for transaction structuring. Returns are further enhanced by leveraging the Director’s knowledge of the key growth sectors that have been identified, maintaining flexibility with regards to ownership levels and through active participation by Dale at the board level of companies in which it is invested.

Dale will have flexibility in how it pays for its investments, through the ability to issue its own equity and to utilise other forms of non-cash consideration. This allows shareholders in target companies to retain an interest in the Company’s portfolio (including their own acquired company) and thereby share in the value that may be created by enhancement of performance, and should also assuage concerns that exiting shareholders may be selling out at an undervalue. Where investee companies make acquisitions, they may also have flexibility to use their own equity as acquisition consideration.

The Company believes that, consistent with its strategy of investing for long term capital growth, it will typically hold investments for an average of around three to five years. Dale will, however, have no pre-defined constraints on the holding period for its investments, but will instead consider potential disinvestments on a case-by-case basis. In cases where realistic value-creation plans are likely to take significant time to implement, the Company will hold investments for a longer period.

In the absence of unforeseen circumstances, it is anticipated that Dale will have invested (or committed to invest) substantially all of its available Capital (see section 11 of this Part I) within six months from Admission. However, quality of opportunity is paramount. The Company also intends to utilise appropriate gearing to fund further investments.

Traditional Private Equity Investments

Dale expects to make Control Investments in listed and unlisted companies where investments are characterised by long holding periods and there is scope for the Company to implement strategic, balance sheet, operational and/or management initiatives that will drive growth, thereby enhancing profitability and optimising value for investors over the long term.

Quoted Private Equity Investments

In addition to traditional Control Investments, the Company believes that there is currently an opportunity to achieve significant returns through the acquisition of influential stakes in small and mid-cap quoted companies in South Africa.

The Company believes that many small and mid-cap quoted companies in South Africa: (1) suffer from a lack of strategic focus and/or directions; (2) are typically relatively under-researched; and (3) frequently suffer from relatively limited liquidity in their shares, in some cases exacerbated by shareholders with significant holdings. These significant shareholders are often unable to sell their stakes without accepting a material reduction in valuation due to the lack of investor demand and limited liquidity.

As a result of these factors, Dale considers that it will be able to identify a number of such opportunities where it can acquire influential, but not necessarily controlling, stakes in quoted target companies at attractive valuations. Dale will then seek to use this influence to significantly improve the operating performance of these companies by applying private equity techniques. This will include strengthening management teams and incentivising them to pursue clear value creation strategies.

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Temporary Investments

Pending investment in traditional or quoted private equity investments, the Company’s Capital will be temporarily invested by the Directors in liquid investments and managed by an investment manager or held on deposit with commercial banks. Temporary investments may include government securities, certificates of deposit, commercial paper, floating rate notes, short-and medium-term obligations, repurchase agreements, supranational bonds, asset-backed securities and other investment grade securities.

Investment Focus

Dale targets investments that it expects to yield a superior risk-adjusted rate of return. These opportunities are identified by focusing on companies with some or all of the following characteristics:

an experienced management team; a strong position in an established or niche market, or an early position in a rapidly growing market; a stable or predictable level of cash flow and earnings; a distinctive product or a recognised brand name providing a competitive advantage; an attractive entry valuation; and the ability to make a significant capital gain on invested capital

Investment Origination

The Directors believe that the quality of Dale’s expected deal flow will provide it with a competitive advantage. In a large proportion of the transactions completed by Dale, there has either been no competition or the Company has had an “inside track” as a result of strategic partnerships, relationships with a portfolio company’s management team or knowledge of the industry. This is largely a result of the Directors’ extensive experience in the region and the network of contacts they have established. Deal sources include vendors, entrepreneurs, financial institutions, other fund managers and professional advisers (such as investment bankers, accountants and lawyers).

In addition, Dale is actively researching the small and mid-cap in South Africa and has identified a number of quoted private equity opportunities. In this regard, the Company also expects to achieve opportunities for deal flow through:

taking advantage of buyout activity in the markets (e.g. purchasing the non-core quoted holdings of a company following the buyout of that company);

direct approaches to or from vendor block shareholders in potential investee companies; and the Director’s contacts with investment banks, lawyers, accountants and financial advisers.

Due Diligence and the Investment Recommendation

Once an investment opportunity is identified, and the Directors determine that it is worth serious consideration, the due diligence process commences. Due diligence will typically be undertaken by external advisers with expertise in relevant commercial, accounting, tax, legal, environmental and insurance matters.

The investment committee will review the due diligence reports and determine the nature of the recommendation that will be made to the Directors in relation to the investment opportunity under consideration. The investment committee has full authority and discretion over investment recommendations. The investment committee, in reviewing the preliminary and final investment recommendations, monitors due diligence practices to ensure that standards are consistently applied to all investments.

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Building a Successful Business

A central part of Dale’s investment philosophy is to take a close and supportive interest in companies in which it is invested. Working closely with each company’s management, the Directors will seek to add value and generate substantial capital gain through activities such as:

optimising the portfolio company’s capital structure; making introductions to regional or global strategic partners or acquirers; identifying and assisting with synergistic mergers or acquisitions; and advising on corporate strategy, business development and systems.

Once an investment is made in a portfolio company, the Directors will work closely with the portfolio company’s management to:

monitor its performance with the objective of driving growth, enhancing profitability and optimising value for investors over the long term;

develop operating budgets that support capital spending and acquisitions that facilitate growth; and establish clear monitoring guidelines to actively review and monitor financial and operating

performance and strategic priorities.

The Directors will seek to influence business strategy and decision-making through the exercise of shareholders’ rights, including the right to appoint board members.

Exiting Investments

The Directors have substantial expertise in exiting investments in portfolio companies. An in-depth analysis of the exit options of a portfolio company, frequently including discussions with brokers and investment bankers, is a fundamental part of Dale’s investment evaluation process. Exits are expected to be typically by way of secondary buy-out, trade sale, market sell-down or public flotation. The Directors will closely monitor the progress of companies in which Dale is invested and review the exit plan.

Dale’s ability to successfully exit its prior investments is attributable to the Director’s knowledge of the key growth sectors that have been identified, detailed exit analysis at the time of investment as well as evaluation of exit opportunities during the investment period. When exiting investments, Dale’s objective is to optimise returns for investors and, in the case of publicly traded portfolio companies, to minimise the impact of an exit on the company’s share price.

Dale’s Investment Policies and Procedures

Dale’s investment policies and procedures will be applicable to investments that are made with share capital or with cash generated by investments and borrowings.

Eligible Investments

Dale may make investments in common equity securities, preferred securities, limited partner interests, derivative instruments, debt securities and loans, money market securities, cash, cash equivalents, money market instruments, government securities and any other type of security, loan or financial instrument, provided that the investments otherwise comply with the Company’s investment policies and procedures.

Investment Recommendations by the Investment Committee

All of Dale’s investments must be reviewed and approved by the investment committee except that, with respect to temporary investments only, the Directors may appoint a third party investment manager to make such temporary investments or hold these funds on deposit with commercial banks.

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Cash Management Activities

Pending investment in private equity investments, Dale’s Capital should be temporarily invested in liquid investments or managed by a third party investment manager or held on deposit with commercial banks. Temporary investments could include money-market funds, government securities, certificates of deposit, commercial paper, floating rate notes, short-and medium-term obligations, repurchase agreements, supranational bonds, asset-backed securities and other investment grade securities.

Use of Leverage

The use of leverage (including senior, mezzanine and other subordinated debt as well as non-equity instruments such as preference shares) is not required or prohibited and there are no limits on the amount of indebtedness that may be incurred in connection with an investment. The Directors will consider the use of leverage on a case-by-case basis and will consider such factors as: the stage of development of the company under investment consideration, its cash flows and its capital expenditure requirements.

The Company does not have a target leverage ratio but will conduct regular reviews of its own capital structure and will increase or reduce the leverage of its total portfolio in order to ensure that it maintains an optimal capital structure.

Risk Management Activities

It is recognised that Dale’s investments may be subject to a number of market risks, including risks relating to changes in the value of publicly traded securities, movements in prevailing interest rates and changes in currency exchange rates that may impact the returns on the Company’s investments.

The Directors may take measures to mitigate such risks through the use of hedging arrangements, derivative instruments and other risk management strategies as deemed necessary or appropriate.

Exiting of Investments

An in-depth analysis of the exit options of a portfolio company is a fundamental part of Dale’s investment evaluation process and the Directors closely monitor the progress of companies in which Dale is invested and review the exit plan

Dale’s investment policies and procedures do not have any requirements for investments to be exitedwithin a fixed period of time nor any specific provisions governing the manner in which investments should be exited. However exits are expected to be typically by way of secondary buy-out, trade sale, market sell-down or public flotation.

Valuations

The investments that Dale will carry as assets in its consolidated financial statements are expected to comprise private equity investments in listed and unlisted companies. Depending on the circumstances, these investments will either have a readily available market, in which case the investments will be valued using the quoted bid prices, or will be unlisted, in which case the investments will be valued at their fair value by using valuation techniques as described below. When market prices are used, they will not take into account various factors which may affect the value that we would actually be able to realise in the future, such as the possible illiquidity associated with a large ownership position, subsequent illiquidity in a market for a company’s securities, future market price volatility or the potential for a future loss in market value based on poor industry conditions or the market’s view of overall company and management performance.

When fair value pricing is used, it is expected that the value attributed to an equity investment will be based on the Enterprise Value at which the portfolio company could be sold in an orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale. When determining the Enterprise Value of a portfolio company, the Company expects to use any one or a

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combination of the following methodologies: (a) a market multiple approach that uses a specific financial measure (such as EBITDA, EBITA, net income, book value or net asset value) that is believed to be customary in the relevant industry, (b) the price of recent investment, or offers for investment, for the portfolio company’s securities (including the transaction pursuant to which the investment was made), (c) comparable recent arms’ length transactions between knowledgeable parties (be they consummated or proposed), (d) discounted cashflow analysis and (e) other approaches (including industry-specific methodologies) that may be determined at the time to be appropriate to a specific situation (these methodologies will be clearly disclosed to investors if used). Consideration will also be given to such factors as historical and projected financial data for the portfolio company, the size and scope of the portfolio company’s operations, the portfolio company’s strengths and weaknesses, expectations relating to investors’ receptivity to an offering of the portfolio company’s securities, the size of Dale’s holding in the portfolio company and any control associated therewith, applicable restrictions on transfer, industry information and assumptions, general economic and market conditions and other factors deemed relevant. Where Dale’s investment comprises solely or substantially non-equity instruments (such as debt or mezzanine debt instruments), the fair value will derive mainly from the expected cash flows and associated risk attaching to the instruments, and methodologies such as discounted cash flow analysis (applied to the cashflow on the relevant investment, for example any interest on debt, rather than operating cashflows of any underlying portfolio company) are likely to be more appropriate. In the case of mezzanine debt investments where, for example, equity warrants are included, the components (in the case of mezzanine debt, the debt and the warrants) should be valued separately.

If the debt instrument has an equity component, the equity component will be valued separately by applying the main methods of valuing equity instruments (i.e. multiples, recent investment, and so on).

For other non-equity instruments or other asset classes (for example preference shares), each instrument will be valued on a case-by-case basis using judgment as to the most appropriate valuation technique including using appropriate third party valuations.

Amendments

The Directors will review the investment policies and procedures as outlined in this document on a regular basis and, if necessary, propose changes when they believe that those changes would further assist in building a strong investment base and creating long-term value for Shareholders. Any material amendment or variation to these investment policies and procedures will require the approval by way of a special resolution of Shareholders in general meeting. The amended policies and procedures will then be made available to Shareholders on request.

5. STRATEGIC PARTNERS

Sekunjalo Investment Group – Dale has formed a strategic relationship with Sekunjalo, a JSE-listed investment holding company and one of South Africa’s most successful and high profile BEE groups. Dale has a significant minority shareholding in Sekunjalo (as at 10 December 2007, being the last practical date prior to publication of this document, Dale held 5.21 per cent. of the issued share capital of Sekunjalo) and in addition Norman Noland serves as the non-executive Deputy Chairman of Sekunjalo. Sekunjalo and Dale have signed a memorandum of understanding under the terms of which the Directors have chosen Sekunjalo as Dale’s BEE partner of choice in South Africa and Sekunjalo has committed to participate in certain transactions that require a BEE partner alongside Dale. This relationship allows Dale to access high quality assets not available to other private equity investors.

Trinity Asset Management - The Directors also believe that the Company will be advantaged by having a strategic relationship with an investment house which is experienced in investing in public companies with a view to implementing strategic, operational or management initiatives. Dale has therefore chosen to acquire a ten per cent. stake in Trinity Asset Management (with an option to acquire a further 25 per cent. stake), one of South Africa’s leading specialist asset managers, with c.US$150m under management. It is envisaged that Dale and Trinity will co-invest on the majority of public market transactions, with Dale benefiting from the proven public market expertise of the Trinity team and in turn contributing its expertise in private equity techniques to the management of the listed company.

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6. GROUP STRUCTURE

Dale’s existing structure is summarised in the diagram on the following page:

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7. PORTFOLIO

Dale’s portfolio had a Net Asset Value of US$ 11.7m (as at 31 October 2007). Appendix 1 provides details of the weighting of this portfolio by country.

Including the net proceeds of an equity capital raising of US$19.8m (completed on 1 December 2007) the Net Asset Value of Dale equates to approximately US$5.3 per share. This Net Asset Value per share was calculated as the sum of US$11.7 million and US$19.8m divided by the 5,940,000 Shares in issue.

Sekunjalo Investments (Incorporated in the Republic of South Africa on 20 May 1996)

Sekunjalo Investments Limited, with over 1000 employees, is a black-controlled, JSE-listed holding company. Sekunjalo is invested in two primary sectors, namely, Manufacturing and Resource Driven and Technology and Innovation Driven sectors. Within the Manufacturing and Resource Driven sectors the major investments are in Industrials (primarily fishing) and within the Technology and Innovation Driven sectors the major investments are in Healthcare and Pharmaceuticals, Information Technology and Communication, Financial Services, Aquaculture and Biotechnology.

Dale has been invested in Sekunjalo since December 2004 and has built a significant strategic shareholding over this period (as at 10 December 2007, being the last practical date prior to publication of this document, Dale held 5.21 per cent. of the issued share capital of Sekunjalo). Other strategic investors in Sekunjalo include ABSA Corporate and Business Bank.

The graph below shows the performance of Sekunjalo share price over the past three years.

Trinity Asset Management (Incorporated in the Republic of South Africa on 16 August 1996)

Established by Quinton George, Trinity Asset Management is amongst Southern Africa’s leading managers in the commodities and resources sectors.

Trinity endeavours to assist its clients in creating superior and sustainable financial wealth through investment in niche sectors of the economy – both in South Africa and abroad. Trinity pursues a “top-down” approach, identifying macro-economic investment trends and then focussing on the specific sectors that benefit the most. In selecting individual stocks Trinity follows a value-oriented investment philosophy and specifically seeks out and/or creates special opportunities that enable it to significantly outperform the general market. Trinity was instrumental in establishing Uranium One, one of the top Uranium producers in the world, and has an established track-record of using shareholder rights to influence business strategy and decision-making in order to generate significant out-performance for its funds.

Trinity has 11,200 shares in issue of which Dale holds ten per cent. In addition Dale has obtained an option to acquire an additional 25 per cent. stake in Trinity (see Part IV, section 11 for details of this option).

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Queensgate Leisure Holdings (Incorporated in the Republic of South Africa on 28 March 2003)

Queensgate is a rapidly growing leisure and tourism group which controls a number of hotels and leisure properties, primarily in Cape Town. The group’s flagship operation is the five star Radisson Hotel in the Cape Town Waterfront area, situated opposite the new soccer stadium, built for the 2010 World Cup.

Other key properties owned by Queensgate include the Park Inn on Greenmarket Square (the group owns 100 per cent. of the business and 32 per cent. of the property), the Cape Town Hollow in Gardens, The Hollow on the Square in Cape Town Central and the Avenue Hotel in Fish Hoek.

In total Queensgate has around 400 rooms and occupancy in bigger venues like the Radisson, Greenmarket Square and Hollow on the Square have occupancies of 85 per cent., 75 per cent. and 85 per cent. respectively.

Queensgate is also invested in the restaurant industry. These interests were reversed into JSE-listed Cyberhost in late 2007 and are now already worth US$23 million (the share price has increased from 1c to 24c per share (as at 14 December 2007) since the company was unsuspended by the JSE in January 2007).

In addition Queensgate also holds interests in the BMW Pavilion and the Stellenbosch Retreat – a 130 room wellness and conference centre.

Last month Cyberhost confirmed takeover negotiations with Queensgate. By reversing all of its interests into this listed vehicle, Queensgate now has a chance to consolidate the fragmented boutique hotel market in South Africa, as well as capitalise on related leisure opportunities.

Dale has been involved with Queensgate since 2002, providing debt and equity financing to assist the group in its growth. Dale has since converted its equity into secured loans, although it retains an ongoing equity interest in Cyberhost. These loans and equity represent approximately 17 per cent. of the Queensgate capital base and Dale therefore continues to have a significant level of influence with Queensgate and remains involved in strategic decision-making. In addition Dale expects to partner with Queensgate on future investment opportunities in the leisure and tourism sector and, through its investee companies, continues to advise Queensgate on corporate finance-related matters and has been mandated to arrange additional funding for the company.

Bella Group (Incorporated in Mauritius on 30 November 2001)

Bella Investment Services Limited is a consulting company licensed by the FSC. Its clients are high net worth individuals and small and medium sized corporations. It also acts as Protector for Trusts which are not established under the Mauritian Laws and as an introducer of business to selected financial service providers.

The role of Bella Investment Services Limited as a consultant ensures that clients (who are involved in the offshore environment), are fully protected and that the administration of their offshore structures are managed efficiently, cost effectively and with utmost protection, including sound corporate governance. In most cases, Bella acts as Investment Adviser, Protector and makes sure that there is sound corporate governance for its clients.

Bella Administrative Services Limited, a company 100 per cent. owned by Bella Investment Services Limited, assists Bella’s clients in the day-to-day operation of its clients companies. In addition, this company has been appointed to consult and administer Sekunjalo Life Assurance Limited (Mauritius Branch) in terms of the establishment of its office in Mauritius and the ongoing effective clerical functioning of the Branch.

Bella Investment Services Limited has five ordinary shares of USD 500 each in issue, all of which are held by Dale Capital Limited which is ultimately held 100 per cent. by Dale. Bella will establish an office in Cape Town with effect 1 February 2008.

Dale Trust (Incorporated in Mauritius on 30 August 2000)

Dale, via its wholly owned subsidiary Dale Capital Partners Investment Holdings Limited, owns 233convertible preference shares in a holding company, which owns 80 per cent. of Dale Trust, a company licensed by the FSC to act as a management company and corporate trustee. It is Dale’s intention to

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convert the preference shares into ordinary shares shortly after the listing takes places, subject to regulatory and shareholder approval. If the above takes place, Dale will be the majority shareholder of the said company.

Dale Trust is able to offer its clients the following services:

Trustso Trusteeship serviceso Establishment and administration of Managed Trust Operationso Setting up of Private Trust Companies

Companieso Company formation and administration o Provision of registered officeo Provision of directors, secretary and nominee shareholders o Registered agents and registered office facilitieso Maintenance of books and accounting recordso Managing International Trading operationso Establishing a permanent corporate presenceo Setting up of Regional Headquarters facilityo Providing access to double taxation treatieso Establishment and management of Protected Cell Companies (PCCs)

Dale Trust will establish an office in Cape Town with effect 1 February 2008.

Riverstone Alternative Solutions (Incorporated in B.V.I on 13 June 2003)

The Riverstone Group was established in Mauritius and it provides, via its captioned BVI subsidiary, alternative investment solutions to a variety of clients, including: institutions, approved investment managers, pensions trustees and independent financial advisers. The expertise of the Riverstone Alternative Solutions business is focused in 3 areas:

For the Product Provider:

An expansive sales distribution network Knowledge of the key global markets to maximise sales opportunities Legally robust structures to suit individual jurisdictions needs Experience and pedigree with quality companies

For the Business Introducer:

A track record for quality service The introduction of conservative products yielding absolute returns Competitive fee structures and smart administration Professional attitude and approach to a confidential business

For the Investor:

Client driven investment solutions Consistent positive returns in hard currency Confidentiality and credibility

There are significant growth opportunities for Riverstone, including the opportunity to capture a greater proportion of the benefits from its distribution network. In this regard Riverstone and Dale are currently exploring, in partnership, the potential establishment of an offshore asset management company with the intention of registering the product with the Financial Services Board in South Africa for distribution. Riverstone has 100 ordinary shares in issue of which Dale holds ten per cent.

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SOS Insurance Company (Incorporated in Mauritius on 18 April 2005)

SOS is a boutique provider of premium insurance services and benefits management. These services are provided to niche market sectors where considerable opportunity exists for significant financial cost optimisation or benefit growth. These unique and flexible solutions will generally be delivered in an off-shore environment that optimises the potential advantage. These benefits may be tangible (e.g. superior investment outcomes) or intangible (e.g. improved tax efficiency in specific markets).

SOS is licensed by the FSC to undertake long term insurance business and to conduct health insurance business. Dale has provided capital to this company and assisted in gaining all relevant regulatory approvals to enable it to begin writing business.

The international financial services environment provides SOS with a unique opportunity to provideconsolidated financial services to specific niche markets and in particular the African expatriate market, including South African companies pursuing global expansion strategies.

SOS has two shares in issue of which Dale has held 50 per cent. (via a holding company) since 1 August 2007. However, subject to regulatory approval, Dale and the other existing shareholder have concluded negotiations for a Swiss partner to take over 50 per cent. of SOS. The acquisition by the Swiss partner will be made by subscribing for new shares in SOS. This subscription will result in the Swiss partner owning 50 per cent. of the total issued shares of the company, while Dale and the other shareholder will each be left with a 25 per cent holding.

8. BOARD OF DIRECTORS

Robert Arien Engels (Dutch) – Non- executive Chairman

Robert Engels is past Senior Vice President of Cognos Inc, responsible for Europe, Middle East and Africa. He retired from this position is June 2001. His father, the late Mr J.P.Engels was Chairman of Philips Industries and was knighted in The Netherlands for his services to Industry.

Since his retirement Robert has been appointed to the board of Cognos Inc (Barbados), as a Non-Executive Director.

Norman Theodore Noland (South African) - Executive Deputy Chairman

Norman Noland is an entrepreneur and businessman with extensive experience in the international financial services sector and as a leader and an investor in both the public and private markets. He currently serves as the Non-Executive Deputy Chairman of Sekunjalo Investments Limited.

Prior to 1995 Norman was employed for 15 years in the Standard Bank Group and before that held senior positions in smaller South African Banks and Building Societies. He started his career at the Old Mutual.

Since leaving Standard Bank in 1995 he has been involved in acquiring and establishing a number of businesses, both locally and internationally in the financial services, IT, property and leisure sectors. In 2005 the board of Sekunjalo asked Norman to take up the position of Deputy-CEO with responsibility for overseeing the operations and growth strategy of a group with an NAV of c.US$150m.

His international experience includes directorships of companies in South Africa, Mauritius, Switzerland, Germany, Luxembourg, Guernsey, Jersey and Isle of Man.

John Whatley (British) – Chief Executive Officer

John Whatley has been involved in the financial services industry since 1985. He was the compliance director of a London private client fund management company, originally established in the mid 1980`s and it's unit trust management subsidiary which managed UK authorised unit trusts. John was the director responsible for all compliance, private client and unit trust administration, dealing and valuation. John also acted as the Compliance officer for Appleton International Limited in London and has a wealth of experience gained serving as compliance officer for FIMBRA, IMRO and FSA regulated companies. He was also invited by the previous UK regulator, IMRO, to sit on an advisory panel to help shape UK regulation.

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John has served on the board of directors of numerous UK and offshore fund management companies and in September 2005, he was invited by the shareholders of Dale to join the company. The appointment was to help fulfil the shareholders ambitions and the company’s potential, with a view to taking the company to a listing. John sits on a number of the boards of Dale’s investee companies, representing the shareholders and offering practical assistance and his experience gained from the UK regulated financial services industry.

Charles Edward Pettit (British) – Investment Director *

Charles Pettit is the Investment Director of Dale, with responsibility for leading the investment screening, approval and execution processes.

Prior to joining Dale, Charles worked for Close Brothers Corporate Finance in London. Transactions on which Charles has advised include the sale of Accord plc to Enterprise plc backed by 3i, the sale of Lane Fox Limited to Strutt and Parker LLP and the balance sheet restructuring of a publicly quoted company in the telecoms sector. Charles also has extensive knowledge of the BEE sector in South Africa having previously worked for Sekunjalo Capital where he was involved in numerous buyside transactions including the acquisition of the Sharenet Group.

Charles has a First Class BCom (Hons) from the University of Cape Town and is a member of the Securities and Investment Institute (London).

* Charles will commence employment with Dale on the 25th January 2008

Nigel Hampton McGowan (British) – Non-executive Director

Nigel McGowan qualified as a chartered accountant in 1991 with Deloitte & Touche, London. After working in senior management roles in the audit and corporate finance departments he returned to the Isle of Man to join Deloitte’s local office in 1995.

From 1998 to 2001 Nigel worked in senior management positions with the Isle of Man Assurance Group, culminating in the role of Chief Financial Officer. Between 2001 and 2005 Nigel worked for Simcocks Advocates in the Isle of Man with responsibility for financial control and also the establishment and development of the Simcocks Group of companies including the licensed corporate service provider, Simcocks Trust in the Isle of Man and Mauritius. Since 2005 Nigel has been a self employed business consultant and holds a number of executive and non-executive directorships including a number of private property companies with investments in residential and commercial property in the Isle of Man and a non-exec director of an AIM listed property investment company. Nigel is a former chairman of the Isle of Man Society of Chartered Accountants.

Kee Chong Li Kwong Wing (Mauritian) – Non-executive Director

K.C. Li is the Chairman of Mauritius International Trust Conpany (MITCO) and has held key positions in the Government of Mauritius for the modernisation and liberalisation of the monetary and financial services sector. After a brilliant career in public services, he started MITCO in 1993 just as Mauritius entered into the world of offshore finance. He holds a Masters of Law (LL.M) in International Tax Law, St Thomas University School of Law, Florida, USA, a Masters degree in International Taxation (MIT) from Regent University School of Law, Virginia, USA, a B.Sc (Econ) from the London School of Economics and a Post Graduate Diploma in Rural Planning from the Institute of Social Studies, the Hague, Holland.

During his public career, K.C. was Adviser to the Minister of Finance for eight years, Chief Executive Officer of the National Mutual Fund, Chairman of the State Investment Corporation Management Ltd and Chairman of the Stock Exchange Commission.

Dr. Jürg P. (Giorgio) Blum (Swiss) – Non-executive Director

Giorgio worked for 5 years as a Trust Officer at Rothschild Bank AG in Zürich. After his studies overseas, he joined Credit Suisse (Germany) as Assistant Vice President, responsible for Asset Management and the development of the Austrian onshore market.

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Later Giorgio moved to Switzerland and headed the tax optimized portfolio management at Bank Hofmann, also responsible for the German Private Banking Market (Acquisition and Asset Management).

In 1999, Giorgio changed to Union Bancaire Privee as a Director in the field of Private Banking (then fourth largest Private Bank in Switzerland), he was also a member of the strategic committee of the Bank. His specialty is asset management and tax “optimized” investment solutions.

Giorgio is currently the Managing Director and Partner of Creacon Asset Management, he holds an MBA, and a Doctorate in Business Administration from the United States International University in San Diego, California U.S.A.

Quinton James George (South African) – Non-executive Director

Quinton is the founder and CEO of Trinity Asset Management, one of South Africa’s largest gold and resource focussed fund managers.

He began his career in financial services when he joined Peter George Portfolios (Pty) Ltd, members of the South African Bond Market Association. Thereafter, Quinton joined a South African Corporate member of the Johannesburg Stock Exchange (JSE). Here he worked as portfolio manager and developed a substantial private client base. Later, he joined DC Palmer Securities and initiated their online stock broking. He played a significant role in building the online business of the company.

Quinton is a registered financial Adviser with the Securities Institute of London and the Financial Services Board in South Africa. He has successfully achieved certificates in Investment Advice and Investment General exams of the Institute of Stockbrokers.

9. CORPORATE GOVERNANCE

Dale has four principal Board committees:

Investment Committee

The investment committee comprises Norman Noland, John Whatley and Charles Pettit, with Norman Noland acting as chairman of the committee.

The investment committee makes recommendations to the Board concerning investments and reviews existing investments.

Audit and Compliance Committee

The audit and compliance committee comprises Nigel McGowan, Quinton George and John Whatley, with Nigel McGowan acting as chairman of the committee.

The audit and compliance committee will have primary responsibility for monitoring the quality of internal controls and ensuring that financial performance is properly measured and reported. It will receive and review reports from Dale’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems. The audit and compliance committee will meet not less than three times in each financial year and will have unrestricted access to the Company’s auditors.

The audit and compliance committee is also responsible for reviewing the adequacy of Dale’s regulatory and compliance policies.

Remuneration Committee

The remuneration committee comprises Robert Engels, Giorgio Blum and Nigel McGowan with Robert Engels acting as chairman of the committee.

The remuneration committee will review the performance of the executive directors and employees and make recommendations to the Board on matters relating to their remuneration and terms of employment. The remuneration committee will also consider and approve the granting of share options and other equity

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incentives pursuant to the Share Option Plan and any other share option scheme or equity incentive scheme in operation from time to time.

The remuneration committee will meet at least once each year and on other occasions as and when necessary.

Valuations Committee

The valuations committee comprises John Whatley, Charles Pettit and Nigel McGowan with John Whatley acting as chairman of the committee.

The valuations committee recommends to the Dale board the valuations to be placed on investments for the purposes of the year end and interim results and any necessary provisions.

10. SOCIAL RESPONSIBILITY

Since its establishment Dale has been actively involved in investing in individuals and groups who are involved amongst “the poor” in Southern Africa.

The Directors have, and will continue to be, involved in devoting time and resources towards seeking andidentifying individuals or groups who are committed and determined to make a material difference in the eradication of the economic injustices in Southern Africa. In an effort to be as effective as possible, the Company’s philosophy is to take on a small number of projects to which the group can make ongoing contributions. Dale is committed to sponsoring entities which focus on upliftment programmes in disadvantaged communities, focusing specifically on:

Sport Health (specifically AIDS) Education

11. CAPITAL RESOURCES

The Company has raised approximately US$20 million, before expenses; through the issue of 4,000,000 new Ordinary Shares. These Shares were placed with institutional investors, shareholders of the Company and private investors in Mauritius, the United Kingdom and South Africa at US$5 per Share.

The net proceeds of this placing (estimated at US$19.8m) will be used to acquire investments in accordance with the Company’s investment strategy as outlined in section 4 of this Part I. Pending such investment, the proceeds will be temporarily invested in liquid investments or managed by a third party investment manager or held on deposit with commercial banks.

The Company also expects to utilise gearing, its own equity and other forms of non-cash consideration to fund further investments.

12. DIVIDEND POLICY

It is the intention of the Directors to achieve shareholder capital growth. In addition, the Company has historically paid shareholders a dividend out of distributable profit equivalent to approximately five per cent. of capital invested per annum. The Directors reserve the flexibility to continue to pay this dividend if it is considered to be the most effective manner in which to create value for Shareholders; however there is no guarantee or obligation to do so.

It is to be noted that the dividends may be paid not only by cash considerations but also in terms of shares and other property such as assets of investee companies. Any amount paid up in advance of calls on any share may carry interest but shall not entitle the holder of the share to participate in a dividend which shall be declared subsequently.

The power undertaken to forfeit unclaimed dividends shall not be exercised for a period less than five years from the date of declaration of the dividend.

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13. SHARE OPTIONS

The Company has established the Share Option Plan in order to assist in the retention and motivation of its Directors and employees. Further details of the Share Option Plan are set out in paragraph 9 of Part IV of this document.

14. ADMISSION AND DEALINGS

Application has been made to the Stock Exchange of Mauritius for the entire issued share capital of the Company to be admitted to trading on the Official Market. It is expected that Admission will be effective and that dealings in the Ordinary Shares will commence on 28 December 2007. On the day of Admission Shareholders have committed to make available in the market 300,000 Shares for trading at US$5 per Share.

15. FURTHER INFORMATION

The attention of prospective investors is drawn to the additional information contained in Parts II to IV (inclusive) of this document. In particular, prospective investors are advised to consider carefully Part II of this document, entitled “Risk Factors”.

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PART II

RISK FACTORS

An investment in the Ordinary Shares involves a high degree of risk. Accordingly, prospective investors should carefully consider the specific risk factors set out below in addition to the other information contained in this document before investing in the Ordinary Shares. In addition to the other information contained in this document, the Directors consider the following risks to be the most significant for potential investors in the Company. These risks should be considered carefully in evaluating whether to make an investment in the Company, but the risks listed do not necessarily comprise all those associated with an investment in the Company and are not set out in any particular order of priority.

If any of the following risks actually occurs, Dale’s business, financial condition, capital resources, results or future operations could be materially adversely affected. In such a case, the price of the Ordinary Shares could decline and investors may lose all or part of their investment. Additional risks and uncertainties not currently known to the Directors or not considered by the Directors currently to be material may also have an adverse effect on the Company’s business and the information set out below does not purport to be an exhaustive summary of the risks affecting the Company.

Hire and retention of personnel

The future success of the Company depends to a significant extent on its ability to hire and retain key development, operational and financial personnel. Although the Company has entered into contracts with its current key personnel, there can be no assurance that the Company will be able to continue to retain and attract qualified personnel for the development of the Company’s business.

Competition from organisations with greater capital

The Company may face competition from organisations which have greater capital resources. There is no assurance that the Company will be able to compete successfully in such a marketplace.

Requirement for further funds

It is possible that the Company may need to raise further funds in the future either to complete a proposed acquisition or investment or to raise further working or development capital for such an acquisition or investment. There is no guarantee that the then prevailing market conditions will allow for such a fundraising or that new investors will be prepared to subscribe for Ordinary Shares at the same price as existing investors subscribed or higher. Although the Company may choose to issue Ordinary Shares to satisfy all or part of any consideration payable on an acquisition, vendors of suitable companies or businesses may not be prepared to accept shares traded on SEM or may not be prepared to accept Ordinary Shares at the quoted market price.

Restrictions on conducting due diligence

Dale intends to conduct due diligence before making its investments. The objective of the due diligence process will be to identify material issues which might impact an investment decision. Dale also intends to use information provided by the due diligence process as the basis for formulating effective investment strategies for investee companies.

Some quoted companies may be unwilling or unable to share confidential information (particularly price sensitive information) with Dale. Such restrictions are more likely to apply if Dale is seeking only to acquire a significant stake in a particular quoted company, as opposed to making a full bid for that company. In such circumstances, Dale may be forced to rely on public sources of information about those companies, which may not always give a full picture about those companies’ affairs.

Dale may experience fluctuations in operating results

Dale may experience fluctuations in operating results due to a number of factors, including changes in the values of investments, which could be due to changes in values of portfolio companies, changes in the amount of distributions, dividends or interest paid in respect of investments, changes in operating

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expenses, variations in and the timing of the recognition of realised and unrealised gains or losses, the degree to which the Company encounters competition, the degree of indebtedness incurred in any particular financial period and general economic and market conditions. Such variability may lead to volatility in the trading price of Shares and cause results for a particular financial period not to be indicative of Dale’s performance in a future period.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments, Net Asset Value and results of operations.

The Company is subject to the laws and regulations of the British Virgin Islands. In particular, Dale will be required to comply with certain regulatory requirements that are applicable to a company incorporated in the British Virgin Islands. Additional laws may apply to the portfolio companies in which Dale makes investments. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the Company’s business, investments and results of operations.

Dale’s private equity investments are subject to a number of significant risks and you could lose all or part of your investment

Private equity investments involve a number of significant risks, including the following:

companies in which private equity investments are made are more likely to depend on the management talents and efforts of a small group of persons and, as a result, the death, disability, resignation or termination of one or more of those persons could have a material adverse impact on their business and prospects and the investment made;

companies in which private equity investments of an expansion capital nature are made generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence and may require substantial additional capital to support their operations, finance expansion or to maintain their competitive position;

companies in which private equity investments are made may have limited financial resources and may be unable to meet their obligations under their securities, which may be accompanied by a deterioration in the value of their equity securities or any collateral or guarantees provided with respect to their debt securities;

companies in which private equity investments are made may be highly leveraged and subject to significant debt service obligations, stringent operating and financial covenants and risks of default under financing and other contractual arrangements, which could have material adverse consequences for the Company and the value of Dale’s investment in such company if a default were to occur;

generally only limited public information exists about companies in which private equity investments are made and such companies are often not subject to external regulation or disclosure requirements, therefore investors in those companies generally must rely on the ability of the equity sponsor to obtain adequate information for the purposes of evaluating potential returns and making a fully informed investment decision; and

some of Dale’s private equity investments may be in publicly listed companies whose securities are illiquid and the prices of which are volatile which may reduce the Company’s flexibility to exit such investments or the price achieved on exit.

The Directors cannot assure you that the values of investments that are reported from time to time will in fact be realised

Certain of Dale’s investments will be in companies for which market quotations are not readily available. The Directors will make good faith determinations as to the fair value of these investments on a semi-annual basis. There is no single standard for determining fair value in good faith and, in many cases; fair value is best expressed as a range of fair values from which a single estimate may be derived. The types of factors that may be considered when applying fair value pricing to an investment in a particular company include the historical and projected financial data for the portfolio company, valuations given to comparable companies, the size and scope of the portfolio company’s operations, the strengths and weaknesses of the portfolio company, expectations relating to investors’ receptivity to an offering of the portfolio company’s securities, the size of Dale’s holding in the portfolio company and any control

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associated therewith, information with respect to transactions or offers for the portfolio company’s securities (including the transaction pursuant to which the investment was made and the period of time that has elapsed from the date of the investment to the valuation date), applicable restrictions on transfer, industry information and assumptions, general economic and market conditions, the nature and realisable value of any collateral or credit support and other relevant factors. Fair values may be established using a market multiple approach that is based on a specific financial measure (such as EBITDA, EBITA, cash flow, net income, revenues or net asset value) or, in some cases, a cost basis or a discounted cash flow or liquidation analysis. Because valuations, and in particular valuations of investments for which market quotations are not readily available, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, determinations of fair value may differ materially from the values that would have resulted if a ready market had existed. Even if market quotations are available for Dale’s investments, such quotations may not reflect the value that would actually be realised because of various factors, including the possible illiquidity associated with a large ownership position, subsequent illiquidity in the market for the portfolio company’s securities, future market price volatility or the potential for a future loss in market value based on poor industry conditions or the market’s view of overall company and management performance. The Company’s Net Asset Value could be adversely affected if the values of investments that are recorded are materially higher than the values that are ultimately realised upon the disposal of the investments and changes in values attributed to investments from one quarter to another may result in volatility in the Net Asset Value and results of operations that are reported from period to period. The Directors cannot assure you that the investment values that are recorded from time to time, particularly in respect of unlisted companies, will ultimately be realised.

Dale’s private equity and other investments are likely to be illiquid

A substantial proportion of Dale’s investments in private companies and in public listed companies whose securities are illiquid may require a long-term commitment of capital. Such investments may also be subject to legal and other restrictions on resale. The illiquidity of these investments may make it difficult to sell investments if the need arises or if the Directors determine that such sale would be in the best interests of Shareholders. In addition, if Dale were to be required to liquidate all or a portion of an investment quickly, it may realise significantly less than the value at which the investment was previously recorded, which would result in a decrease in the Company’s Net Asset Value.

Market price of Ordinary Shares

Prospective investors should be aware that the value of an investment in Dale may go down as well as up and investors may not realise the value of their initial investments. The market price of the Ordinary Shares, as well as being affected by the NAV, also takes into account prevailing interest rates, supply and demand for the Ordinary Shares, market conditions and general investor sentiment. As such, the market value of an Ordinary Share may vary considerably from the NAV per Share. Owing to the presence of such a discount or premium to NAV per Share, and the difference between the Ordinary Share price and the price at which Ordinary Shares can be sold, the realisable value of the Ordinary Shares may not fully reflect the NAV per Share. The Company does not have a formal discount management policy and there can be no certainty that the Company will take steps to reduce any discount or that any such steps taken will be successful.

General economic conditions

Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Factors that may contribute to that general economic climate include the level of interest rates, the rate of inflation and industrial disruption.

Several of the sectors of focus are cyclical in nature. As a result, trading conditions, asset valuations and access to capital may be subject to periodic volatility.

30

PART III

ACCOUNTANTS’ REPORT ON DALE CAPITAL PARTNERS LIMITED

The Board of DirectorsDALE CAPITAL PARTNERS LIMITED (FORMERLY KNOWN AS DALE INVESTMENTS LIMITED)C/o Dale International Trust Company Limited6th Floor, Max City Building21, Remy Ollier StreetPort Louis

Dear Sirs

Accountants’ report on DALE CAPITAL PARTNERS LIMITED and its subsidiaries

IntroductionAt your request and for the purposes of the Listing Particulars, we present our report on the pro forma financial information of DALE CAPITAL PARTNERS LIMITED (FORMERLY KNOWN AS DALE INVESTMENTS LIMITED) and its subsidiaries for the three years ended 28 February 2005, 2006 and 2007 in compliance with the Listing Rules of the Stock Exchange of Mauritius.

Interim financial information covering the 8 months period to 31 October 2007 has also been provided. This interim financial information is unaudited and is excluded from the scope of our report.

ResponsibilitiesThe Directors are solely responsible for the preparation of the pro forma financial information to which the accountants’ report relates, and the financial information from which it has been prepared. It is our responsibility to provide an opinion on the results of the Group for the years under review and on its assets and liabilities for the respective year ends and such other financial information in compliance with the Listing Rules of the Stock Exchange of Mauritius, the Companies Act 2001 and International Financial Reporting Standards.

ReportWe have acted as auditors of DALE CAPITAL PARTNERS LIMITED (FORMERLY KNOWN AS DALE INVESTMENTS LIMITED) and its subsidiaries during the financial year ended 28 February 2005, 2006 and 2007. During the period under review, we have not been an associate of any directors or with any shareholders holding more than five per cent. of the issued share capital of the Company and anyone of its subsidiaries.

The financial information set out on pages 31 to 49 are based on the audited consolidated financial statements of the Group for the period under review.

Opinion In our opinion, the financial information, set out on pages 31 to 49 of these Listing Particulars, gives a true and fair summary of the results of the Group for the three years ended 28 February 2005, 2006 and 2007 and of its assets and liabilities for the years then ended has been prepared in accordance with the accounting policies normally adopted by the Group, as described on pages 35 to 38 of these Listing Particulars, and has been prepared in compliance with the Companies Act 2001 and International Financial Reporting Standards.

Horwath MauritiusPublic Accountants

21 December 2007

31

The consolidated balance sheets of the group as at 28 February 2005, 2006, 2007 and 31 October 2007 are set out below:

31 October2007 2007 2006 2005

Unaudited Audited Audited AuditedNotes USD USD USD USD

ASSETS

Non-current assetsInvestment properties 3 - 2,476,295 - - Property, plant and equipment 4 2,976 24,901 1 19,031 Intangible assets 5 - 388,936 296,505 19,772 Investment in associates 7 - - 411,232 131 Available for sale investments 8 8,057,476 5,028,748 5,970,492 1,643,210 Loan receivables 9 4,987,087 7,503,637 2,971,210 1,312,097 Deferred taxation 10 752 692 1,351 -

13,048,291 15,423,209 9,650,791 2,994,241

Current assetsTrade and other receivables 11 851,814 967,721 765,995 582,270 Cash and cash equivalents 95,248 88,197 385,453 171,212

947,062 1,055,918 1,151,448 753,482

TOTAL ASSETS 13,995,353 16,479,127 10,802,239 3,747,723

EQUITY AND LIABILITIES

Capital and reservesIssued capital 12 1,940,000 1,181,168 1,181,168 100 Share premium 12 2,376,211 3,024,300 3,024,300 - Reserves 651,027 924,941 176,920 (4,774) Retained earnings 6,768,949 5,328,551 4,299,271 2,134,551

11,736,187 10,458,960 8,681,659 2,129,877

Minority interest - 74,409 573,646 -

11,736,187 10,533,369 9,255,305 2,129,877

Non-current liabilities

Borrowings 16 790,000 790,000 - -

Amount owed to related companies 17 1,233,512 3,565,199 1,448,711 1,492,555

2,023,512 4,355,199 1,448,711 1,492,555

Current liabilitiesTrade and other payables 13 220,007 1,553,963 21,200 120,874 Income tax liabilities 14 15,647 30,667 - 2,947 Amount owed to related companies 17 - 5,929 77,023 1,470.00

235,654 1,590,559 98,223 125,291

TOTAL EQUITY AND LIABILITIES 13,995,353 16,479,127 10,802,239 3,747,723

32

The consolidated income statements of the group for the three years ended 28 February 2005, 2006, 2007 and eight months ended 31 October 2007 are set out below:

31 O ctober2007 2007 2006 2005

Unaudited Audited Audited AuditedUSD USD USD USD

Revenue

Consultancy income 232,450 - 140,549 528,712

Investment income 1,140,892 418,966 326,143 155,431

Rental income - 362,200 - -

Other income 1,190 5,909 16,602 13,966

1,374,532 787,075 483,294 698,109

Expenses

Administrat ive expenses 66,725 71,545 146,855 221,535

Operating expenses 816,117 1,236,818 433,650 178,643

882,842 1,308,363 580,505 400,178

Profit/(loss) from operations 491,690 (521,288) (97,211) 297,931

Finance income/(costs) 339,635 91,590 (153,084) (123,356)

Gain on disposal of investments 622,995 1,370,973 1,515,714 1,504,117

Net effect of goodwill on acquisit ion - (182,016) 186,521 -

Share of results in associates - 113,189 3,083 (103,211)

Gain on revaluation of investments - 381,992 754,719 307,599

Profit before taxation 1,454,320 759,259 2,209,742 1,883,080

Income tax expenses (13,922) (9,763) (34,374) (2,947)

Profit for the period/year 1,440,398 749,496 2,175,368 1,880,133

Attributable to:

Equity holders of the Company 1,440,398 740,597 2,170,963 1,880,133

Minority interest - 8,799 4,405 -

1,440,398 749,396 2,175,368 1,880,133

33

The consolidated statement of changes in equity of the group for the three years ended 28 February 2005, 2006, 2007 and eight months ended 31 October 2007 are set out below:

Share Share Retained Revaluation Translation capital premium earnings reserve reserveUSD USD USD USD USD USD

At 1 March 2004 100 - 254,418 - - 254,518

Currency translation differences - - - - (4,774) (4,774)

Net profit for the year - - 1,880,133 - - 1,880,133

At 28 February 2005 100 - 2,134,551 - (4,774) 2,129,877

Issue of shares 1,181,068 3,024,300 - - - 4,205,368

Currency translation differences - - - - 181,694 181,694

Net profit for the year - - 2,170,963 - - 2,170,963

Dividends - - (6,243) - - (6,243)

At 28 February 2006 1,181,168 3,024,300 4,299,271 - 176,920 8,681,659

Currency translation differences - - - - (462,018) (462,018)

Gain on revaluation - - - 1,210,039 - 1,210,039

Effect on minority interest 573,646 573,646

Net profit for the year - - 740,597 - - 740,597

Dividends - - (284,963) - - (284,963)

At 28 February 2007 1,181,168 3,024,300 5,328,551 1,210,039 (285,098) 10,458,960

Issue of shares 758,832 (648,089) - - - 110,743

Currency translation differences - - - - 651,126 651,126

Loss on revaluation - - - (925,040) - (925,040)

Net profit for the year - - 1,440,398 - - 1,440,398

At 31 October 2007 1,940,000 2,376,211 6,768,949 284,999 366,028 11,736,187

Total

34

The consolidated cash flow statements of the group for the three years ended 28 February 2005, 2006, 2007 and eight months ended 31 October 2007 are set out below:

31 October2007 2007 2006 2005

Unaudited Audited Audited AuditedUSD USD USD USD

Cash from operating activities

Profit before tax 1,454,320 759,259 2,209,742 1,883,080

Adjustments for:

Interest income (631,361) (353,972) - -

Interest expenses 66,673 37,181 - -

Gain on disposal of investments - (259,990) (1,515,714) (1,504,117)

Effect of goodwill on acquisition - 182,016 (186,521)

Share of results in associates - (113,189) (3,572) 103,211

Loan written off - - (41,211)

Gain on revaluation of investments - (381,992) (764,180) (302,530)

Operating profit before working capital changes 889,632 (130,687) (301,456) 179,644

Increase in trade and other receivables (75,907) (201,726) (183,725) (293,917)

Increase/(decrease) in trade and other payables (1,373,955) 1,532,762 (99,674) 78,963

Cash generated from operations (560,230) 1,200,349 (584,855) (35,310)

Income tax paid (29,002) - - (915)

Net cash (used in)/from operating activities (589,232) 1,200,349 (584,855) (36,225)

Cash flow from investing activities

Purchase of fixed assets - (24,900) - (13,387)

Purchase of investments (7,254,814) (12) (4,790,198) (1,341,567)

Proceeds from disposal of investments 2,887,156 3,154,444 1,667,470

Effect of share buy back - 576,649 - -

Interest paid (66,673) (37,181) - -

Interest received 631,361 255,458 - -

Net cash (used in)/from investing activities (3,802,970) 770,014 (1,635,754) 312,516

Cash flows from financing activities

Proceed from issue of shares - - 4,205,368 -

Net changes in related parties loans 4,125,339 (1,697,033) (1,902,783) (699,804)

Dividend paid - (284,963) (6,243) -

Net cash from/(used in) financing activities 4,125,339 (1,981,996) 2,296,342 (699,804)

Net (decrease)/increase in cash and cash equivalents (266,863) (11,633) 75,733 (423,513)

Effect of exchange rate difference 273,914 (285,623) 138,508 5,412

Cash and cash equivalents at beginning of year 88,197 385,453 171,212 589,313

Cash and cash equivalents at end of year 95,248 88,197 385,453 171,212

35

1. General information

The Company was originally incorporated in Mauritius under the International Companies Act 1994 as an International Company with limited liability on 9 October 2000. On 25 July 2002, the Company was converted to a Company holding a Category 1 Global Business License issued by the Financial Services Commission. On 7 November 2007 the company was registered by way of continuation in the British Virgin Islands as a BVI Business Company.

The principal activity of the Company is to hold investments.

The financial statements of the Company are expressed in United States dollars ("USD").

Investee companies (1)

Name % Holding

Country of Incorporation

Principal activity

Spirit International Investments Limited

10 Mauritius Investment Holding

Africa Marine Mineral Corporation

- South Africa Investment Holding

Sekunjalo Asset Management (Pty) Limited

100 South Africa Asset Management

Dale International Trust Limited

10 Mauritius Offshore Management Company

Dale Private Equity Holdings Limited

100 Mauritius Investment Holding

Dale Capital Limited 30 Mauritius Investment HoldingDale Leisure International Limited

100 Mauritius Investment holding and consultant in the area of leisure industry

Dale Leisure Properties (Pty) Limited

100 South Africa Investment holding

Gemini Moon Trading 137(Proprietary) Limited

100 South Africa Investment Holding

Market Demand Trading 190(Proprietary) Limited

100 South Africa Investment Holding

National Pride trading 216 (Proprietary) Limited

100 South Africa Investment Holding

Great Force Investments 31(Proprietary) Limited

100 South Africa Investment Holding

Sekunjalo Investment Limited

5.21 South Africa Investment Holding

SOS Holdings Ltd 50 Mauritius Investment Holding

Note:

(1) As at 28 February 2007

36

ACCOUNTING POLICIES

2. Accounting policies

The principal accounting policies adopted in the preparation of these financial statements are set out below:

(a) Basis of presentation

The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), which includes International Accounting Standards (IAS) and approved SIC Interpretation issued by IASB. The preparation of financial statements in accordance with International Financial Reporting Standards requires the directors to make estimates and assumptions that could affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.

The Company’s financial statements are prepared under the historical cost convention, except as modified by fair values of financial instruments carried on the Balance Sheet date.

(b) Basis of preparation

The financial statements of the subsidiaries, Sekunjalo Asset Management (Proprietary) Limited, Gemini Moon Trading 137 (Proprietary) Limited and its step subsidiaries Market Demand Trading 190 (Proprietary) Limited, National Pride Trading 216 (Proprietary) Limited and Great Force Investments 31 (Proprietary) Limited have been prepared in accordance with South African Statements of Generally Accepted Accounting Practice. In the opinion of the directors, these are not significantly different from the International Financial Reporting Standards.

(c) Basis of consolidation

The consolidated financial statements as at 28 February 2007 include the Company, its subsidiaries, Gemini Moon Trading 137 (Proprietary) Limited and its step subsidiaries Market Demand Trading 190 (Proprietary) Limited, National Pride Trading 216 (Proprietary) Limited and Great Force Investments 31 (Proprietary) Limited; Sekunjalo Asset Management (Proprietary) Limited, Dale Private Equity Holdings Limited, Dale Leisure International Limited and its step subsidiary Dale Leisure Property Holdings (Pty) Limited. The results of subsidiaries and the step subsidiaries are included in the Consolidated Income Statement from the dates of acquisition and up to date of they ceased to be a subsidiary of the company. Intra-group interests and charges are eliminated on consolidation and all interests and charges relate to external transactions only.

(d) Available for sale investments

The Company has classified the investments, other than investments in subsidiary, associate and trading investments, as available for sale. Listed investments are stated at the market price of the securities. Unlisted investments for which a reliable fair value measurement is not available is recorded at cost less any impairment. Any permanent diminution in value is recognised by reducing the cost to the realisable value and charging the difference to the Income Statement. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to the Income Statement.

(e) Investment in subsidiary

Subsidiary undertakings are those entities in which the Company has an interest of more than one half of the voting rights or otherwise has the power to exercise control over the operations.

Investment in subsidiary is shown at cost. Where an indication of impairment exists, the recoverable amount of the investment is assessed. Where the carrying amount is greater than the estimated recoverable amount, it is written down immediately to its recoverable amount and the difference is charged to the Income Statement. On disposal of the investment, the

37

difference between the net disposal proceeds and the carrying amount is charged or credited to the Income Statement.

(f) Investment in associated companies

Investment in associated companies is accounted for using the equity method. Under the equity method, the investment in the associate is initially recognised at cost and the carrying amount is increased or decreased to recognise the company’s share of the profit or loss of the associate after the date of acquisition. Distributions received from the investee company reduce the carrying amount of the investment.

(g) Investment classified as held-for-sale

Investments are classified as held-for-sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition.

Investments classified as held-for-sale are measured at the lower of the asset’s previous carrying amount and the fair value less costs to sell.

(h) Foreign currency translation

Foreign currency transactions are translated into US Dollar at the exchange rate ruling on the transaction dates. Monetary assets and liabilities at the balance sheet date, which are denominated in foreign currencies, are translated into US Dollar at the rate of exchange ruling at the balance sheet date.

Realised gains and losses on exchange are dealt with in the Income Statement. Unrealised gains and losses on exchange are dealt with in the Equity.

(i) Financial instruments

Financial instruments carried on the Balance Sheet include investment in subsidiary, available for sale investment, held for sale investments, receivables, cash and cash equivalents, loans and accruals. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item.

(j) Trade and other payables

Trade and other payables are stated at their nominal value.

(k) Loan receivables and payables

Loan receivables and payables are stated at cost since they do not have any fixed terms of repayment.

(l) Cash and cash equivalents

Cash and cash equivalents consist of balances with banks.

(m) Plant and equipment

Depreciation is calculated on the straight line method to write off the cost of each asset, or the revalued amounts, to their residual values over their estimated useful lives. The depreciation rates applicable to each asset are as follows:

Computer equipment 33.33%Equipment 20%Furniture and Fittings 10%

38

(n) Goodwill

Goodwill represents the difference between the cost of investment in subsidiary and the net assets. It is stated at cost less impairment.

(o) Revenue recognition

Revenue is recognised on the following basis:

Consultancy and Commission income is accounted for on the invoiced values. Interest income as it accrues unless collectibility is in doubt. Dividend income on a receipt basis.

(p) Related parties

Related parties are individuals and companies where the individuals or companies have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.

(q) Taxation

Current taxation comprises taxation payable or recoverable, calculated on the basis of the expected taxable profit for the year using the taxation rates enacted at the balance sheet date, and any adjustments of tax payable for previous years.

Deferred tax is provided, using the liability method, for all temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Currently enacted tax rates are used to determine deferred tax.

39

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3. Investment properties

31 Oct -07 Unaudited

2007 Audited

2006 audited

2005 Audited

USD USD USD USD

Balance at beginning of the year 2,476,295 - - -

Acquisitions through business combinations - 2,476,295 - -

Disposed through business disposals (2,476,295)

- 2.476,295 - -

40

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4. Property, Plant and Equipment

Motor Furniture Office Plant &Vehicles & fittings equipment Machinery

USD USD USD USD USDCOSTAt 1 March 2004 5,518 273 7,241 - 13,032

Additions - 2,489 10,898 - 13,387

Disposal - - (2,678) - (2,678)

Exchange difference 693 35 573 - 1,301

At 28 February 2005 6,211 2,797 16,034 - 25,042

Additions - - 3,447 - 3,447

Disposal (6,211) (2,797) (16,034) - (25,042)

Exchange difference - - (185) - (185)

At 28 February 2006 - - 3,262 - 3,262

Additions - - - 24,900 24,900

Exchange difference - - - - -

At 28 February 2007 - - 3,262 24,900 28,162

Additions - 1,782 6,767 - 8,549

Disposal - - - (24,900) (24,900)

At 31 October 2007 - 1,782 10,029 - 11,811

DEPRECIATION

At 1 March 2004 368 165 620 - 1,153

Charge for the year 1,242 392 3,435 - 5,069

Adjustments - (140) (176) - (316)

Exchange difference 46 3 56 - 105

At 28 February 2005 1,656 420 3,935 - 6,011

Charge for the year - - 3,446 - 3,446

Disposals (1,656) (420) (3,935) - (6,011)

Exchange difference - - (185) - (185)

At 28 February 2006 - - 3,261 - 3,261

Charge for the year - - - - -

Exchange difference - - - - -

At 28 February 2007 - - 3,261 - 3,261

Charge for the period - 391 5,183 - 5,574

Exchange difference - - - - -

At 31 October 2007 - 391 8,444 - 8,835

NET BOOK VALUE

At 28 February 2005 4,555 2,377 12,099 - 19,031

At 28 February 2006 - - 1 - 1

At 28 February 2007 - - 1 24,900 24,901

At 31 October 2007 - 1,391 1,585 - 2,976

Total

41

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5. Goodwill

Goodwill represents the difference between the carrying amounts of the net assets of the subsidiaries acquired and the cost of acquisition.

During the financial year ended 28 February 2007, Dale Leisure International Limited, which was a subsidiary owned to the tune of 81.94% bought the shares held by its remaining 18.06% minority shareholders. As a result of these buy back Dale Leisure International Limited became a wholly owned subsidiary of Dale Capital Partners Limited. The goodwill on consolidation was, as a result, recomputed as follows:

31 Oct -07 Unaudited

2007 Audited

2006 Audited

2005 Audited

USD USD USD USD

Balance at beginning of the year 388,936 296,505 19,772 19,772

Additional amounts recognised from business combinations - 92,431 296,505 -

Amounts derecognised from business disposals/impairment (388,936) - (19,772) -

- 388,936 296,505 19,772

Following the restructuring of the group whereby all subsidiaries not disposed of to third parties were sold to the newly created subsidiary Dale Capital Partners Investment Holdings Limited the goodwill has been derecognised accordingly.

6. Investment in subsidiaries

The Company has invested in the following subsidiary company in the period ended 31 October 2007:

Investee Company Activities %31-Oct -07 Unaudited

2007 Audited

2006 Audited

2005 Audited

Country of incorporation Holding USD USD USD USDDale Capital Partners Investment Holdings Ltd –British Virgin Islands

Investment Holding 100 1,567,600 - - -

Note: Dale Capital Partners Limited, BVI (Formerly known as Dale Investments Limited) changed its name to Dale Capital Partners Limited after migrating to the BVI. A fully owned subsidiary called Dale Capital Partners Investment Holdings Ltd (DCPIHL), BVI was also set up. The entire original holding of Dale Capital Partners Limited in its subsidiary companies have been sold to this new subsidiary during the period ended 31 October 2007.During the same period DCPIHL has also acquired Dale Capital Partners SA(Pty) Ltd. The New entity increased its shareholding in Dale Capital Ltd from 30% to 100%.Dale Capital Ltd is the parent of Bella Investments Limited group and holds 50% in SOS holdings Limited and 10% in Riverstone Alternative Solutions Ltd. The Group effectively regained control of the Bella Investments Services group which it sold in 2005 and regained its holdings in SOS holdings Limited which it sold in the year ended 28 February 2007.

A detailed list of all investee companies is provided in note 1.

42

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7. Investment in associated companies

Details of the investments are as follows:

Investee Company and Country of

incorporation Activities31 Oct -07 Unaudited

2007 Audited

2006 audited

2005 Audited

USD USD USD USDBridesonne Consulting (Pty) Limited-Republic of South Africa

Financial consulting - - 1 -

Dale Leisure International Limited –Republic of Mauritius

Investment holding and consultant in the

leisure industry

- - - 131

Dale Capital Limited –Republic of Mauritius

Investment holding - - 411,231 -

- 411,232 131

Dale Leisure International Limited became a subsidiary of Dale Capital Partners Limited following acquisition of further shares in the year ended 28 February 2006 and a wholly owned subsidiary by 28 February 2007. Dale Capital Limited was reclassified to available for sale investment in the year ended 28 February 2007 following the Directors decision to treat investments at fair value.

43

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8.(i) Available for sale investments (Equity)

Details of the investments for the group are as follows:

Investee Company%

holdingNo of

shares/units31-Oct -07 Unaudited

2007 Audited

2006 Audited

2005 Audited

Fair values 31-Oct-07 Unaudited

Fair values 2007

Audited

Fair values 2006

Audited

Fair values 2005

Audited

Cost Cost Cost Cost

USD USD USD USD USD USD USD USD

Cyberhost Limited N/A 18,333,333 783,575 - - - 783,575 - - -

Dale Capital Partners Ltd (Treasury shares) 1.54 30,000 165,000 - - - 165,000 - - -Dale Investment Int. Hold. Conv. Pref Shares 100 233 280,000 - - - 280,000 - - -Trinity Asset Management (Pty)

LtdLimited10 1120 728,332 - - - 728,332 - - -

Riverstone Alternative Solutions 10 10 2,375,000 - - - 2,375,000 - - -

SOS Holdings Ltd 50 1 381,992 - - - 381,992 381,993- - -

Queensgate Leisure Holdings (Pty) Ltd 17 - - 3,066,918 - - - 3,066,918 -

44

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8.(i) Available for sale investments (Equity)(Continued)

Details of the investments for the group are as follows:

Investee Company%

holdingNo of

shares/units31-Oct -07 Unaudited

2007 Audited

2006 Audited

2005 Audited

Fair values 31-Oct-07 Unaudited

Fair values 2007

Audited

Fair values 2006

Audited

Fair values 2005

Audited

Cost Cost Cost Cost

USD USD USD USD USD USD USD USD

Dale Capital Limited –Republic of Mauritius 100 1000 2,963,758 524,420 - 1,567,500 -

Sekunjalo Investments Limited 5.21 25,115,267 2,832,725 2,470,968 1,896,830 1,245,864 3,343,577 2,580,192 2,561,979 1,562,618

Accorn Global Naturals Resources B - - - - - 84,605 - - - 75,450

African Marine Mineral Corporation - - - 256,038 256,038 - - 493,921 336,452 -

Spirit International Investments Limited - - - 142 142 - - 142 142 -

Dale International Trust Company Limited - - - 5,000 5,000 5,000 - 5,000 5,000 5,000

- 3,256,568 2,158,010 1,335,469 8,057,476 5,028 ,748 5,970,491 1,643,068

45

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8. (ii) Available for sale investments (Continued)

(a) During the year ended 28 February 2007, Queengate Leisure Holdings (Pty) Ltd bought back its shares, in exchange for an interest bearing loan. The group had agreed to continue its investments by way of loan instead of equity. During the period ended 31 October the Group re-invested ZAR 5,000,000 in Cyberhost Limited, a listed company in which Queensgate intends to reverse its assets.

9. Loan receivable

31-Oct-2007 2007 2006 2005

Unaudited Audited Audited AuditedUSD USD USD USD

Amount owed by related companies/parties 4,248,035 5,422,504 908,040 747,962Amount owed by third parties 736,013 872,290 512,284 564,135

Amount owed by Sekunjalo Capital (Proprietary) Limited 3,039 1,208,843 1,550,886 -

4,987,087 7,503,637 2,971,210 1,312,097

10. Deferred taxation

31-Oct-2007 2007 2006 2005

Unaudited Audited Audited AuditedUSD USD USD USD

At beginning of year 692 1,351 - -

Effect on acquisition 1,351 -

Timing differences 60 (659) - -

At end of year 752 692 1,351 -

11. Trade and other receivables

31-Oct-2007 2007 2006 2005

Unaudited Audited Audited AuditedUSD USD USD USD

Investments held in trust - 244,902 491,858 491,858

Trade receivables 125,772 119,958 93,627 29,403Deposits 69,100 139,850 139,950 -Other receivables 656,942 202,429 40,560 61,009Amount due from sale of investment - 260,582 - -

851,814 967,721 765,995 582,270

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The directors consider the carrying amounts of trade and other receivables to approximate their fair values.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

12. Stated Capital

Number of shares

Ordinary shares

Convertible redeemable preference

sharesShare

premium Total

USD USD USD USD

At 1 March 2004

Proceeds from shares issued

100 100 - - 100

At 28 February 2005 100 100 - - 100

Proceeds from preference shares issued

- - 1,181,000 - 1,181,000

Acquisition of subsidiary

68 68 - 3,024,300 3,024,368

At 28 February 2006 168 168 1,181,000 3,024,300 4,205,468

Movement during the year

- - - - -

At 28 February 2007 168 168 1,181,000 3,024,300 4,205,468

Issue of converting preference shares

24 24 (1,181,000) 1,180,976 -

Ordinary Share Issue for Compensation

2 2 - 110,741 110,743

Bonus Issue 1,939,806 1,939,806 - (1,939,806) -

At 31 October 2007 1,940,000 1,940,000 - 2,376,211 4,316,211

(1) On 1 December 2007 4,000,000 new Shares were issued to investors at US$5 per Share, increasing the Ordinary Shares from 1, 940,000 to 5,940,000.

(2) The 1,940,000 shares includes the 30,000 shares in Treasury referred in section 2of Part IV below(3) On 1st December 2007, Dale has re-issued 695 shares out of Treasury to other shareholders and the

balance left in Treasury as at 10 December 2007 is 29,305

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS13. Trade and other payables

31-Oct-2007 2007 2006 2005

Unaudited Audited Audited Audited

USD USD USD USD

Trade payables 220,007 839,145 - -

Sundry payables - - - 116,271

Accruals - 184,169 21,200 4,603

Provision (see notes below) - 530,649 - -

220,007 1,553,963 21,200 120,874

13. Trade and other payables (Continued)

A provision of USD 6,720 has been made in respect of the Social Responsibility Fund by the Company.

14. Taxation

The Company was a tax incentive company in Mauritius and did qualify for benefits under tax treaties concluded by Mauritius. Under the applicable laws of Mauritius, a Mauritian company incorporated as a Global Business Company Category 1 is liable to income tax on its chargeable income at a fixed rate of 15%. The Company is, however, entitled to a tax credit equivalent to the higher of actual tax suffered and 80% of Mauritian tax payable in respect of its foreign source income, thus reducing its maximum effective tax rate to 3%.

No Mauritian capital gain tax is payable on profits from sale of securities and any dividend and redemption proceeds paid by the Company to its shareholders will be exempt from any withholding tax in Mauritius.

The Company now being registered by way of continuation in the British Virgin Islands is liable for zero tax given that a B.V.I Company operating outside B.V.I is not taxable.

The subsidiaries in South Africa are taxable at 30% for the year ended 28 February 2007 (28 February 2006: 30%)

15. Financial instruments

Fair values

The carrying amounts of investments in subsidiaries, investments in associates, available for sale investments, held for sale investments, receivables, loans and accruals approximate their fair values. Financial assets and liabilities which are accounted for at historical cost are carried at values which may differ materially from their fair values.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Currency riskThe Company has invested in companies having currencies denominated in Pound Sterling (GBP) and South African Rand (ZAR) for which the Company personally suffers exchange rate movements. Consequently, the Company is exposed to the risk that the exchange rate of the USD relative to these currencies may change in a manner which has a material effect on the reported values of the Company’s assets which are denominated in these currencies.

Concentration risk At 31 October 2007, the Company’s net assets consisted of investments in Companies incorporated in South Africa which involves certain considerations and risks not typically associated with investments in other developed countries.

Future economic and political developments in South Africa could adversely affect the liquidity or value, or both, of securities in which the Company has invested.

16. Borrowings

All borrowings are unsecured and carry interest at 6% per annum.

17. Loan from related parties

These relate to loans received from related parties which are unsecured and interest free.

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18. Related party’s transactions

During the period ended 31 October 2007, the Company traded with related parties. The nature, volume of transactions and balance with the related parties are as follows:

Amount receivable

Loan from shareholders

Loan from related

companies

USD USD USD

At 1 March 2004 1,310,263 609,262 1,038,858

Movement during the year (560,917) (177,850) (571,460)

At 28 February 2005 749,346 405,167 467,398

At 1 March 2005 749,346 405,167 467,398

Movement during the year 1,759,816 (405,167) 741,503

At 28 February 2006 2,509,162 - 1,208,901

At 1 March 2006 2,509,162 - 1,208,901

Movement during the year (389,607) - (108,389)

At 28 February 2007 2,119,555 - 1,100,512

At 1 March 2007 2,119,555 - 1,100,512

Movement during the year 2,131,457 - 133,000

At 31 October 2007 4,251,012 - 1,223,512

19. Management optionsThe Company has allocated to Green Street Consulting Limited, a Company incorporated in the British Virgin Islands, management options which were due to expire on 31st March 2008. An early termination agreement was reached with the company resulting in a performance fee payable of USD 40,000.

20. Dividends

The Company has declared interim dividend of USD 0.12 per share in respect of the financial year ended 28th February 2008, and has been declared payable to all shareholders of the Company registered at the close of business on 31st October 2007. The Dividend will be paid on or about 3 January 2008.

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PART IV

ADDITIONAL INFORMATION

1. RESPONSIBILITY STATEMENT

The directors, whose names appear on page six, collectively and individually accept full responsibility for the accuracy of the information contained in these Listing Particulars and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

2. SHARE CAPITAL

On incorporation, the issued share capital of the Company was US$ 100 divided into 100 ordinary shares of US$ 1 each.

Since incorporation, the following changes have been made to the issued and fully paid share capital of the Company:

(a) On the 9 October 2000 the Company allotted and issued 100 Ordinary Shares to various investors pursuant to a private placing.

(b) On the 20 June 2005 the Company allotted and issued 20 new Ordinary Shares to various investors in return for assets acquired by the Company.

(c) On the 22 September 2005 the Company allotted and issued 48 new Ordinary Shares to various investors in return for assets acquired by the Company.

(d) On the 18 November 2005 the Company issued three Non Voting Convertible Preference Shares bearing an interest rate of 5.75 per cent. These shares have the right to convert to Ordinary Shares on or before the 31 March 2008.

(e) On the 29 November 2005 the Company issued five Non Voting Convertible Preference Shares bearing an interest rate of 5.75 per cent. These shares were granted the right to convert to Ordinary Shares on or before the 31 March 2008.

(f) On the 1 December 2005 the Company issued five Non Voting Convertible Preference Shares bearing an interest rate of 5.75 per cent. These shares were granted the right to convert to Ordinary Shares on or before the 31 March 2008.

(g) On the 2 December 2005 the Company issued three Non Voting Convertible Preference Sharesbearing an interest rate of 5.75 per cent. These shares were granted the right to convert to Ordinary Shares on or before the 2 December 2008.

(h) On the 5 January 2006 the Company issued eight Non Voting Convertible Preference Shares bearing an interest rate of 5.75 per cent. These shares were granted the right to convert to Ordinary Shares on or before the 31 March 2008.

(i) On 1 October 2007, all outstanding Convertible Preference shares (24) were converted to 24 Ordinary shares.

(j) On 1 October 2007, the Company issued two new Ordinary Shares to investors in compensation of non exercise of options bringing the total issued ordinary shares to 194.

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(k) On 30 October 2007 a bonus issue of 9,999 Shares to every one existing Share took place increasing the Ordinary Shares from 194 to 1, 940,000.

(l) On 1 December 2007 4,000,000 new Shares were issued to investors, increasing the Ordinary Shares from 1, 940,000 to 5,940,000.

Save as disclosed above, there has been no change in the amount of the issued share or loan capital of the Company and no material change in the amount of the issued share or loan capital of any subsidiary undertaking of the Company, other than intra group issues by wholly owned subsidiary undertakings, in the two years immediately preceding the date of this document.

No Directors or proposed directors, promoters or experts (as named in the Listing Particulars) received any commission, discount, brokerage or had other special terms granted within the two years immediately preceding the issue of the Listing Particulars in connection with the issue or sale of any capital of any member of the Dale group.

As at 1 December 2007 (the latest practicable date prior to the publication of this document), the Company’s authorised and issued share capital is as follows:

Ordinary Shares US$ No.Authorised No par value UnlimitedIssued and fully paid No par value 5,940,000 *

* On 1 December 2007 4,000,000 new Shares were issued to investors, increasing the Ordinary Shares from 1, 940,000 to 5,940,000.

No shares of the Company are currently in issue with a fixed date on which entitlement to a dividend arises and there are no arrangements in force whereby future dividends are waived or agreed to be waived.

The Company holds 30,000 shares in treasury. Dale holds these Shares as it acquired three shares from one of its major shareholders as a repayment of a loan due by the shareholder to the Company. Following the bonus issue (as described in section 2 (k) of this Part IV) 29,997 shares were issued to Dale. On 1st of December 2007, it re-issued 695 shares to other shareholders as detailed in section 12 above.

Save as disclosed in this document, no person has any acquisition right over, and the Company has incurred no obligation over, the Company’s authorised but unissued share capital or given any undertaking to increase the Company’s capital.

It is intended that, following the Admission, a number of options will be granted. The aggregate number of options that can be granted under the Share Option Plan to the Directors and certain employees of the Company is ten per cent. of the enlarged share capital.

Options granted under the Share Option Plan will become exercisable (subject to the satisfaction of any performance conditions), in equal installments in each of the three years following the date of grant provided the optionholder remains an employee or director of the Company, and will lapse on the tenth anniversary. All options will have an exercise price per Ordinary Share equal to the average closing price of the Shares over the last ten days on which shares were traded prior to the date of the option grant less a discount of ten per cent. of such price (except the first year grant which will have an exercise price equal to US$5). A summary of the principal terms of the Share Option Plan is set out in paragraph 9 of Part IV.

As at the date of publication of this document, the Company does not have any convertible debt in issue and has not entered into any subscription warrant arrangements or other arrangements which oblige or may oblige the Company to buy back issued Ordinary Shares.

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Save as disclosed in this document, no share or loan capital of the Company or any of the Subsidiaries is under option or agreed conditionally or unconditionally to be put under option, nor are there any outstanding convertible securities, exchangeable securities or securities with warrants issued by Dale.

3. DIRECTORS AND CONNECTED PERSONS’ INTERESTS IN SHARES

As at 10 December 2007, being the latest practical date prior to the publication of this document, the holdings of the Directors, and of connected persons’ of a Director (the existence of whom is known or could with reasonable diligence be ascertained by that Director) are as follows:

(a) Holdings of shares

Director Number of shares % of issued share capitalRobert Engels 663,000 11.162Norman Noland 10,000 0.168John Whatley 8,010 0.135Charles Pettit 100 0.002Nigel McGowan 4,000 0.067Quinton George 90,000 1.515Total 775,110 13.049

4. SUBSTANTIAL INTERESTS IN SHARES AND SHARES IN PUBLIC HANDS

Prior to the placing of 4,000,000 new shares on 1 December 2007, the holdings, direct and indirect that amounted to five per cent. or more of the issued share capital of the Company were as follows:

Shareholder Number of shares % of issued share capitalAscot Properties Limited 660,000 34.021The Saints International Trust 510,000 26.289Leisure Games Distribution Limited 320,000 16.495Capricorn Global Investments Limited 200,000 10.309Total 1,690,000 87.113

Following the placing, the holdings, direct and indirect, of which the Company is aware that amount to five per cent. or more of the issued share capital of the Company were as follows:

Shareholder Number of shares % of issued share capitalTrinity Investment Financial Services 1,875,110 31.568Trinity Asset Management 1,000,000 16.835The Saints International Trust 910,000 15.320 Ascot Properties Limited 660,000 11.111Leisure Games Distribution Limited 320,000 5.387Total 4,765,110 80.221

As at 10 December 2007, being the latest practical date prior to the publication of this document, 34 per cent. of the issued share capital of the Company was in public hands as follows:

Shareholder Number of shares % of issued share capitalThe Saints International Trust 910,000 15.320Leisure Games Distribution Limited 320,000 5.387Capricorn Global Investments Limited 220,000 3.704Andgus Investment Holdings Limited 170,000 2.862The Kerrigold Trust 100,000 1.684The Rob Roy Education Trust 100,000 1.684

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The New Bridge Trust 100,000 1.684The Carysfort Trust 100,000 1.684Others 40,429 0.680Total 2,060,429 34.687

5. ARTICLES OF ASSOCIATION

5.1 SHARES

5.1.1 Shares and other Securities may be issued at such times, to such Eligible Persons, for such consideration and on such terms as the directors may by Resolution of Directors determine.

5.1.2 Section 46 of the Act (Pre-emptive rights) does not apply to the Company.

5.1.3 A Share may be issued for consideration in any form, including money, a promissory note, or other written obligation to contribute money or property, real property, personal property (including goodwill and know-how), services rendered or a contract for future services.

5.1.4 No Shares may be issued for a consideration other than money, unless a Resolution of Directors has been passed stating:

5.1.4.1 the amount to be credited for the issue of the Shares;

5.1.4.2 their determination of the directors of the reasonable present cash value of the non-money consideration for the issue; and

5.1.4.3 that, in the opinion, of the directors, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the Shares.

5.1.5 Fully paid shares shall be free from any restrictions on the right of transfer and from all liens. On the other hand, the listed partly paid Shares may be subject to some restrictions, provided that the said restrictions are not to prevent dealings in the said Shares from taking place on an open and proper basis.

5.1.6 If at any time the Shares are divided into different classes the words ‘non-voting’ shall appear in the designation of any class of Shares which does not carry voting rights.

5.1.7 If at any time the Shares are divided into different classes the words ‘restricted voting’ or ‘limited voting’ shall appear in the designation of any class of Shares, other than those with the most favourable voting rights.

5.1.8 The Company shall keep a register (the “register of members”) containing:

5.1.8.1 the names and addresses of the Eligible Persons who hold Shares;

5.1.8.2 the number of each class and series of Shares held by each Shareholder;

5.1.8.3 the date on which the name of each Shareholder was entered in the register of members; and

5.1.8.4 the date on which any Eligible Person ceased to be a Shareholder.

5.1.9 The register of members may be in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until the directors otherwise determine, the magnetic, electronic or other data storage form shall be the original register of members.

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5.1.10 A Share is deemed to be issued when the name of the Shareholder is entered in the register of members.

5.2 REDEMPTION OF SHARES AND TREASURY SHARES

5.2.1 The Company may purchase, redeem or otherwise acquire and hold its own Shares save that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of Shareholders whose Shares are to be purchased, redeemed or otherwise acquired unless the Company is permitted by the Act or any other provision in the Memorandum or Articles to purchase, redeem or otherwise acquire the Shares without their consent.

5.2.2 The Company may only offer to purchase, redeem or otherwise acquire Shares if the Resolution of Directors authorising the purchase, redemption or other acquisition contains a statement that the directors are satisfied, on reasonable grounds, that immediately after the acquisition the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

5.2.3 Sections 60 (Process for acquisition of own shares), 61 (Offer to one or more shareholders) and 62 (Shares redeemed otherwise than at the option of company) Sections 60 of the Act shall not apply to the Company.

5.2.4 Shares that the Company purchases, redeems or otherwise acquires pursuant to this Regulation may be cancelled or held as Treasury Shares except to the extent that such Shares are in excess of 50 percent of the issued Shares in which case they shall be cancelled but they shall be available for reissue.

5.2.5 All rights and obligations attaching to a Treasury Share are suspended and shall not be exercised by the Company while it holds the Share as a Treasury Share.

5.2.6 Treasury Shares may be transferred by the Company on such terms and conditions (not otherwise inconsistent with the Memorandum and the Articles) as the Company may by Resolution of Directors determine.

5.2.7 Where Shares are held by another body corporate of which the Company holds, directly or indirectly, shares having more than 50 per cent of the votes in the election of directors of the other body corporate, all rights and obligations attaching to the Shares held by the other body corporate are suspended and shall not be exercised by the other body corporate.

5.2.8 Where the Company purchases any listed Share other than on the market by tender or as a result of an offer to all Shareholders the purchase price of such a Share shall not exceed the last sale price for Shares reported on any listing exchange.

5.3 MEETINGS AND CONSENTS OF SHAREHOLDERS

5.3.1 Any director of the Company may convene meetings of the Shareholders at such times and in such manner and places within or outside the British Virgin Islands as the director considers necessary or desirable.

5.3.2 The Company shall hold a general meeting in every calendar year as its Annual General Meeting at such time as may be determined by the directors and shall specify the meeting as such in the notices calling it, provided that every Annual General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting and that so long as the Company holds its first Annual General Meeting within eighteen months after its incorporation it need not hold it in the year of its incorporation or in the following year.

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5.3.3 Upon the written request of Shareholders entitled to exercise 30 per cent or more of the voting rights in respect of the matter for which the meeting is requested the directors shall convene a meeting of Shareholders.

5.3.4 The director(s) convening a meeting shall give not less than twenty one days notice of an Annual General Meeting and not less than 7 days’ notice of a meeting of Shareholders to:

5.3.4.1 those Shareholders whose names on the date the notice is given appear as Shareholders in the register of members of the Company and are entitled to vote at the meeting; and

5.3.4.2 the other directors.

5.3.5 The director(s) convening a meeting of Shareholders may fix as the record date for determining those Shareholders that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice.

5.3.6 A meeting of Shareholders held in contravention of the requirement to give notice is valid if Shareholders holding at least 90 per cent of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a Shareholder at the meeting shall constitute waiver in relation to all the Shares which that Shareholder holds.

5.3.7 The inadvertent failure of the director(s) to give notice of a meeting to a Shareholder or another director, or the fact that a Shareholder or another director has not received notice, does not invalidate the meeting.

5.3.8 A Shareholder may be represented at a meeting of Shareholders by a proxy who may speak and vote on behalf of the Shareholder. Where, the Shareholder is a corporate body, it may execute a proxy form under the hand of a duly authorised officer.

5.3.9 The instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. The notice of the meeting may specify an alternative or additional place or time at which the proxy shall be presented.

5.3.10 The instrument appointing a proxy shall be in substantially the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the Shareholder appointing the proxy. The use of this form or such other form as the chairman of the meeting shall accept shall not preclude the use of a two-way proxy form.

Dale Capital Partners Limited

I/We being a Shareholder of the above Company HEREBY APPOINT …………………………… of …………………………… or failing him ………..……………… of ………………………..…… to be my/our proxy to vote for me/us at the meeting of Shareholders to be held on the …… day of …………..…………, 20…… and at any adjournment thereof.

(Any restrictions on voting to be inserted here.)

Signed this …… day of …………..…………, 20……

……………………………Shareholder

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5.3.11 A Share may be jointly owned. The Company may limit the number of Shareholders in a joint account but such limit shall not prevent the registration of a maximum of four persons as holders of any jointly owned Share. The following applies where Shares are jointly owned:

5.3.11.1 if two or more persons hold Shares jointly each of them may be present in person or by proxy at a meeting of Shareholders and may speak as a Shareholder;

5.3.11.2 if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and

5.3.11.3 if two or more of the joint owners are present in person or by proxy they must vote as one

5.3.12 A Shareholder shall be deemed to be present at a meeting of Shareholders if he participates by telephone or other electronic means and all Shareholders participating in the meeting are able to hear each other.

5.3.13 A meeting of Shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 per cent of the votes of the Shares entitled to vote on Resolutions of Shareholders to be considered at the meeting. A quorum may comprise a single Shareholder or proxy and then such person may pass a Resolution of Shareholders and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy instrument shall constitute a valid Resolution of Shareholders.

5.3.14 If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved; in any other case it shall stand adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares or each class or series of Shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.

5.3.15 At every meeting of Shareholders, the Chairman of the Board shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present at the meeting, the Shareholders present shall choose one of their number to be the chairman. If the Shareholders are unable to choose a chairman for any reason, then the person representing the greatest number of voting Shares present in person or by proxy at the meeting shall preside as chairman failing which the oldest individual Shareholder or representative of a Shareholder present shall take the chair.

5.3.16 The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

5.3.17 At any meeting of the Shareholders the chairman is responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any Shareholder present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman

57

shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting.

5.3.18 Subject to the specific provisions contained in this Regulation for the appointment of representatives of Eligible Persons other than individuals the right of any individual to speak for or represent a Shareholder shall be determined by the law of the jurisdiction where, and by the documents by which, the Eligible Person is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any Shareholder or the Company.

5.3.19 Any Eligible Person other than an individual which is a Shareholder may by resolution of its directors or other governing body authorise such individual as it thinks fit to act as its representative at any meeting of Shareholders or of any class of Shareholders, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Eligible Person which he represents as that Eligible Person could exercise if it were an individual.

5.3.20 The chairman of any meeting at which a vote is cast by proxy or on behalf of any Eligible Person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such Eligible Person shall be disregarded.

5.3.21 Directors of the Company may attend and speak at any meeting of Shareholders and at any separate meeting of the holders of any class or series of Shares.

5.3.22 An action that may be taken by the Shareholders at a meeting may also be taken by a resolution consented to in writing, without the need for any notice, but if any Resolution of Shareholders is adopted otherwise than by the unanimous written consent of all Shareholders, a copy of such resolution shall forthwith be sent to all Shareholders not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more Shareholders. If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the earliest date upon which Eligible Persons holding a sufficient number of votes of Shares to constitute a Resolution of Shareholders have consented to the resolution by signed counterparts.

5.3.23 The directors shall call its shareholder for a general meeting each year to ratify the approval of the audited accounts. A printed copy of the Company’s annual report and accounts shall at least 14 days before the date of the general meeting be delivered or sent by post to the registered address of each Shareholder.

5.4 DIRECTORS

5.4.1 The first directors of the Company shall be appointed by the first registered agent within 6 months of the date of incorporation of the Company; and thereafter, the directors shall be elected by Resolution of Shareholders or by Resolution of Directors.

5.4.2 No Person:

5.4.2.1 shall be nominated for appointment as a director or a reserve director of the Company unless notice of such nomination has been received by the Company at least seven days prior to the date of the meeting at which it is proposed to nominate him.

5.4.2.2 shall be appointed as a director, or nominated as a reserve director, of the Company unless he has consented in writing to be a director or to be nominated as a reserve

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director and such consent shall be received by the Company at least seven days prior to the date of the meeting at which it is proposed to appoint him.

5.4.3 No person shall be appointed as a director, or nominated as a reserve director, of the Company unless he has consented in writing to be a director or to be nominated as a reserve director.

5.4.4 Subject to Sub-Regulation 8.1 minimum number of directors shall be one and there shall be no maximum number.

5.4.5 Subject to Regulation 8.8 each director holds office for the term, if any fixed by the Resolution of Shareholders or Resolution of Directors appointing him, or until his earlier death, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, resignation or removal.

5.4.6 A director may be removed from office,

5.4.6.1 with or without cause, by Resolution of Shareholders passed at a meeting of Shareholders called for the purposes of removing the director or for purposes including the removal of the director or by a written resolution passed by a least 75 per cent. of the Shareholders of the Company entitled to vote; or

5.4.6.2 with cause, by a Resolution of Directors passed at a meeting of directors called for the purpose of removing the director or for purposes including the removal of the director.

5.4.6.3 where a director is removed before the expiry of his period of office by a special resolution, he shall be eligible to exercise the right to claim damages under his contract.

5.4.7 A director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company or from such later date as may be specified in the notice. A director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the Act.

5.4.8 The directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. Where the directors appoint a person as director to fill a vacancy, that person shall hold office only until the next following annual general meeting of the Company at which meeting he shall then be eligible for re-election.

5.4.9 The directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. Where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office.

5.4.10 A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office.

5.4.11 Where the Company only has one Shareholder who is an individual and that Shareholder is also the sole director of the Company, the sole Shareholder/director may, by instrument in writing, nominate a person who is not disqualified from being a director of the Company as a reserve director of the Company to act in the place of the sole director in the event of his death.

5.4.12 The nomination of a person as a reserve director of the Company ceases to have effect if:

5.4.12.1 before the death of the sole Shareholder/director who nominated him.

5.4.12.1.1 he resigns as reserve director, or

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5.4.12.1.2 the sole Shareholder/director revokes the nomination in writing; or

5.4.12.2 the sole Shareholder/director who nominated him ceases to be the sole Shareholder/director of the Company for any reason other than his death.

5.4.13 The Company shall keep a register of directors containing:

5.4.13.1 the names and addresses of the persons who are directors of the Company, or who have been nominated as reserve directors of the Company;

5.4.13.2 the date on which each person whose name is entered in the register was appointed as a director of the Company, or nominated as a reserve director of the Company;

5.4.13.3 the date on which each person named as a director ceased to be a director of the Company;

5.4.13.4 the date on which the nomination of any person nominated as a reserve director ceased to have effect; and

5.4.13.5 such other information as may be prescribed by the Act.

5.4.14 The register of directors may be kept in any such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original register of directors.

5.4.15 The directors may, by Resolution of Directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company.

5.4.16 A director is not required to hold a Share as a qualification to office.

5.5 POWERS OF DIRECTORS

5.5.1 The business and affairs of the Company shall be managed by, or under the direction or supervision of, the directors of the Company. The directors of the Company shall have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company. The directors may pay all expenses incurred preliminary to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or the Articles required to be exercised by the Shareholders.

5.5.2 Each director shall exercise his powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each director, in exercising his powers or performing his duties, shall act honestly and in good faith in what the director believes to be the best interests of the Company.

5.5.3 If the Company is the wholly owned subsidiary of a holding company, a director of the Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests of the holding company even though it may not be in the best interests of the Company.

5.5.4 Any director which is a body corporate may appoint any individual as its duly authorisedrepresentative for the purpose of representing it at meetings of the directors, with respect to the signing of consents or otherwise.

5.5.5 The continuing directors may act notwithstanding any vacancy in their body.

5.5.6 The directors may by Resolution of Directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.

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5.5.7 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors.

5.5.8 For the purposes of Section 175 (Disposition of assets) of the Act, the directors may by Resolution of Directors determine that any sale, transfer, lease, exchange or other disposition is in the usual or regular course of the business carried on by the Company and such determination is, in the absence of fraud, conclusive.

5.6 COMMITTEES

5.6.1 The directors may, by Resolution of Directors, designate one or more committees, each consisting of one or more directors, and delegate one or more of their powers, including the power to affix the Seal, to the committee.

5.6.2 The directors have no power to delegate to a committee of directors any of the following powers:

5.6.2.1 to amend the Memorandum or the Articles;

5.6.2.2 to designate committees of directors;

5.6.2.3 to delegate powers to a committee of directors;

5.6.2.4 to appoint or remove directors;

5.6.2.5 to appoint or remove an agent;

5.6.2.6 to approve a plan of merger, consolidation or arrangement;

5.6.2.7 to make a declaration of solvency or to approve a liquidation plan; or

5.6.2.8 to make a determination that immediately after a proposed distribution the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

5.7 CONFLICT OF INTERESTS

5.7.1 A director of the Company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other directors of the Company.

5.7.2 A disclosure to all other directors to the effect that a director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry into the transaction or disclosure, of the interest, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction.

5.7.3 A director of the Company having a material interest in a transaction entered into or to be entered into by the Company shall not:

5.7.3.1 vote on a matter relating to the transaction in which he or his associates have a material interest;

5.7.3.2 attend a meeting of directors at which a matter relating to the transaction arises and shall not be counted among the directors present at the meeting for the purposes of a quorum;

5.7.3.3 sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction;

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and, subject to compliance with the Act shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit

5.8 DISTRIBUTIONS BY WAY OF DIVIDEND

5.8.1 The directors of the Company may, by Resolution of Directors, authorise a Distribution by way of dividend at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the Distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they falldue.

5.8.2 Dividends may be paid not only by cash considerations but also in terms of shares and other property. Any amount paid up in advance of calls on any share may carry interest but shall not entitle the holder of the share to participate in a dividend which shall be declared subsequently.

5.8.3 Where a Shareholder is untraceable, the Company shall not sell its shares, unless:

5.8.3.1 during a period of twelve of years at least three dividends in respect of the Shares in question have become payable and no dividend during that period has been claimed; and

5.8.3.2 on the date of expiry, the Company gives notice of its intention to sell the Shares through an advertisement published in at least two widely circulated newspapers in each of Mauritius and the British Virgin Islands and notifies the Mauritian Stock Exchange of its intention to sell the Shares.

5.8.4 The power to cease the sending of dividend warrants by post, whereby such warrants have been left uncashed shall not be exercised until the said warrants have been left uncashed on two consecutive occasions. Exceptionally, after the first occasion, the said power may be exercised whereby such a warrant is returned undelivered and the result of reasonable enquiries for the establishment of any new address with regards to the registered holder, was a failure.

5.8.5 Notice of any dividend that may have been declared shall be given to each Shareholder as specified in Regulation 20.1 and all dividends unclaimed for 5 years after having been declared may be forfeited by Resolution of Directors for the benefit of the Company.

5.8.6 No dividend shall bear interest as against the Company and no dividend shall be paid on Treasury Shares.

6 EXPENSES IN RESPECT OF THE APPLICATION FOR LISTING

Dale has incurred US$0.077m in estimated expenses in respect of the listing, made up as follows:

Application fee US$ 1,500Sponsor fee US$ 2,500Reporting Accountants fees US$ 6,500Legal fees US$ 10,000Corporate Finance fees US$ 44,000Travel US$ 10,000BVI Migration costs US$ 2,500

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7 WORKING CAPITAL

The Directors, having made due and careful enquiry, are of the opinion that, taking into account the additional Capital that has been received by the Company, the working capital available to the Company will, from Admission, be sufficient for its present requirements, that is for at least the next twelve months.

8 EMPLOYEES

As at 10 December 2007, being the latest practical date prior to the publication of this document, Dale had 19 employees, located in Mauritius, South Africa and the United Kingdom. There were no material changes to these employees in the financial year ending 28 February 2007. The breakdown of employees by main category of activity and country of residence is as follows:

Mauritius South Africa United KingdomSenior management Three Two OneProfessional staff Three Nil NilAdministration Seven Three Nil

9 SHARE OPTION PLAN

Following the Admission, it is the Company’s intention to establish a share trust for the benefit of the Directors and key managers of Dale (the Trust Deed is available for public inspection). It is intended that the share trust will acquire new Ordinary Shares in the company up to a maximum of ten per cent. of the market capitalisation of the Company.

Options to acquire these shares from the trust will be allocated on a performance basis to key executives and managers annually up to a maximum value of twice basic salary with the exercise price to be equal to the average closing price of the Shares over the last ten days on which shares were traded prior to the date of grant of the option, less a discount of ten per cent. of such price (the exercise price for the initial grant will be at US$5).

Options granted under the Share Option Plan will become exercisable (subject to the satisfaction of any performance conditions) in equal installments in each of the three years following the date of grant provided the option holder remains an employee or director of the Company, and will lapse on the tenth anniversary.

Following the initial acquisition of new Ordinary Shares in Dale, it is envisaged that from time-to-time the Share Trust will acquire Ordinary Shares in the open market in order to ensure that it maintains an adequate inventory of Shares.

10 DIRECTORS EMOLUMENTS

Under the arrangements in force as at the date of these Listing Particulars the aggregate remuneration and benefits in kind receivable by the Directors and proposed directors of Dale for the financial year to 28 February 2008 will be US$72,000. In previous years the Directors have not been paid a fee for the services that they have provided to the Company.

As at the date of these Listing Particulars there were no other contracts or arrangements in which the Directors were materially interested and which were significant in relation to the business of the Company.

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11 MATERIAL CONTRACTS

No contracts have been entered into (other than contracts entered into in the ordinary course of business) by any member of the Dale group, either (i) within the two years immediately preceding the date of this document which are or may be material or (ii) which contain any provision under which any member of the Dale group has any obligations or entitlements which are, or may be material, as at the date of this document, save as disclosed below:

11.1 Preference Share Agreement between Dale Investment International Holdings Limited and Dale Capital Partners Investment Holdings Limited (Previously known as Dale Investment Financial Services Limited)

The contracting parties in this agreement are Dale Investment International Holdings Limited and Dale Capital Partners Investment Holdings Limited.In terms of this agreement:

On 23rd October 2007 Dale Capital Partners Investment Holdings Limited subscribed for 233 preference shares in Dale Investment International Holdings Limited worth USD 280 000.

The preference shares have the following characteristic:

a. redeemable on 3 months notice otherwise are automatically redeemed on 23 October 2012;

b. have an annual dividend of USD56 000.00 which is cumulative

c. are non-voting;

d. convertible to ordinary shares (subject to all necessary regulatory approvals); entitled to equal share in a liquidation distribution and are non-transferable without board approval.

11.2 Share Sale and Loan Agreement between Queensgate Holdings (Proprietary) Limited, Dale Leisure Property Holdings (Proprietary) Limited and Queensgate Leisure Holdings (Proprietary) Limited

The Contracting parties in this agreement are Queensgate Holdings (Proprietary) Limited, Dale Leisure Property Holdings (Proprietary) Limited and Queensgate Leisure Holdings (Proprietary) Limited.

In terms of this agreement:

Queensgate Holdings (Proprietary) Limited purchased 32 shares in Queensgate Leisure Holdings (Proprietary) Limited from Dale Leisure Property Holdings (Proprietary) Limited with effect from 1 March 2006.

a. The purchase price was ZAR 2 137 000.00; GBP 982 335.00 and USD 550 000.00;

b. The purchase price is payable in six equal instalments every six months with the first instalment due on 1 September 2008 and the last instalment due on 1 March 2011;

c. Interest accrues at 10 per cent. on the South African Rand value of the purchase price; 6 per cent. on the United States Dollar value of the purchase price; 6 per cent on a GBP 682 335.00 portion of the purchase price and 7.5 per cent. on the remaining GBP 300 000.00 portion of the purchase price. This interest on the purchase price is payable in half

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yearly instalments with the first payment on 1 March 2008 and the last payment on 1 March 2011, though there is an initial interest instalment payable in two equal instalments on 31 May 2007 and 30 June 2007 with respect to the interest which accrued over the period 1 March 2006 to 28 February 2007.

d. There is furthermore additional bonus interest due in the amount of ZAR3 000 000.00. This bonus interest is payable in four annual instalments of ZAR 500 000.00 with the first payment on 1 September 2007 and the last on 1 September 2010 and with a final payment of ZAR 1 000 000.00 on 1 March 2011.

e. In addition to the above Dale Leisure Property Holdings (Proprietary) Limited also sold a further 10 shares in Queensgate Leisure Holdings (Proprietary) Limited to Queensgate Holdings (Proprietary) Limited for ZAR 10 500 000.00.

f. The said ZAR purchase price is payable as follows:

g. ZAR 2 500 000.00 thereof in ordinary JSE listed Cyberhost Limited shares at their pre-listing price once the reverse listing of Queensgate Leisure Holdings (Proprietary) Limited into Cyberhost is approved or if that date does not occur by 28 February 2009 then the said amount will be payable in cash;

h. ZAR 8 000 000.00 in cash payable on the earlier of 28 February 2009 or the Cyberhost Limited reverse listing date referred to in above;

i. A 10 per cent. increase shall be levied on the purchase price if not paid by end February 2008 and again a further 10 per cent. shall be levied if not paid by end February 2009.

11.3 SOS Holdings Limited Subscription and Capitalisation Agreement.

The Contracting parties to the Subscription and Capitalisation agreement are 5 Degrees AG, Dale Capital Partners Investment Holdings Limited, Dale Capital Limited, the Teffont Trust, SOS Holdings Limited and SOS Insurance Company of Mauritius Limited.

In terms of this agreement:

a. 5 Degrees AG subscribed for 50 per cent. of the issued share capital in SOS Holdings Limited;

b. The subscription price was ZAR 3 000 000.00 converted into Euro at the prevailing mid market rate between South African Rand and Euro;

c. Dale Capital Partners Investment Holdings Limited subscribed for 25 per cent. of the issued share capital in SOS Holdings Limited for a Euro subscription price equal to 50 per cent. of the Euro amount referred to in point b. above;

d. Teffont Trust subscribed for 25 per cent. of the issued share capital in SOS Holdings Limited for a Euro subscription price equal to 50 per cent. of the Euro amount referred to in point b. above;

e. Dale Capital Partners Investment Holdings Limited settled Teffont Trust’s subscription price on its behalf and this amount consequently is owed by Teffont Trust to Dale Capital Partners Investment Holdings Limited;

f. SOS Holdings Limited shall use the amounts received to:

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i. Firstly increase the stated capital of SOS Insurance Limited to the required amount of USD 550 000.00; and

ii. Secondly the balance of the funding shall be lent to SOS Insurance Limited on loan account to provide working capital.

It is to be noted that the above agreement is subject to the approval of the FSC

11.4 Trinity Asset Management (Proprietary) Limited Subscription Agreement.

The Contracting parties to the Subscription Agreement are Trinity Asset Management (Proprietary) Limited and Dale Capital Partners Investment Holdings Limited.In terms of this agreement:

a. Dale Capital Partners Investment Holdings Limited subscribed for 10 per cent. of the issued share capital in Trinity Asset Management (Proprietary) Limited with effect from 1 October 2007;

b. The subscription price is ZAR 5 000 000.00;

c. The subscription price is to be settled by Dale Capital Partners Investment Holdings Limited as follows:

i. R2 500 000.00 payable within 30 days of signature;

ii. R1 250 000.00 after end February 2008 subject to and pro rata to Trinity Asset Management (Proprietary) Limited’s achievement of a R8 000 000.00 earnings before interest tax depreciation and amortization (“EBITDA”) warranty;

iii. R1 250 000.00 after end February 2010 subject to and pro rata to Trinity Asset Management (Proprietary) Limited’s achievement of a R8 000 000.00 EBITDA warranty;

iv. Excess EBITDA over and above the warranted amount in either of the periods can be credited to the achievement of the EBITDA warranty in the other period;

11.5 Share Sale Agreement with respect to the Acquisition of 10 per cent. of Riverstone Alternative Solutions Limited.

The Contracting parties to the Share Sale agreement are Riverstone Alternative Solutions Limited; Riverstone Global Holdings Limited and Sekunjalo Capital International Limited (now known as Dale Capital Limited).

In terms of this agreement:

a. Dale Capital Limited (then known as Sekunjalo Capital International Limited) acquired a 10 per cent. stake in Riverstone Alternative Solutions with effect from 1 September 2005;

b. In terms of this agreement Riverstone Alternative Solutions Limited guarantees to Dale Capital Limited a minimum dividend for the years ended 31 August 2008; 31 August 2009 and 31 August 2010 of 70 per cent. of its distributable profit. The dividends are payable on or before 30 November.

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12 LITIGATION

Neither the Company nor any of the Subsidiaries is involved in any governmental, legal or arbitration proceedings and, so far as the Directors are aware, there are no governmental, legal or arbitration proceedings pending or threatened against them, or being brought by the Company or any of the Subsidiaries, during the 12 months preceding the date of this document which may have, or have had in the recent past, a significant effect on the financial position or profitability of the Company.

13 BORROWINGS

(a) As at 10 December 2007, being the latest practical date prior to the publication of this document, Dale had total outstanding term loans and other debt securities equal to US$2,203,512

(b) As at 10 December 2007, being the latest practical date prior to the publication of this document, the total amount of all other borrowings or indebtedness in the Dale Group (including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments) was US$220,007.

(c) As at 10 December 2007, being the latest practical date prior to the publication of this document, there were no mortgages or charges over the Dale group.

(d) As at 10 December 2007, being the latest practical date prior to the publication of this document, the Dale group had no contingent liabilities or guarantees.

14 EXCHANGE CONTROL REGULATIONS

South Africa has in place Exchange Control regulations which are administered by the South African Reserve Bank, assisted by the commercial banks who are appointed to serve as authorised dealers in foreign exchange. However since 1994, the Government has gradually phased out and relaxed exchange controls. As far as non-residents1 of S.A are concerned, there are now effectively no remaining exchange controls.

Capital invested in South Africa can be remitted, as an income flowing to non-residents. Dividends mustbe declared from revenue profits but may be freely remitted. The remittance of interest, royalties and licence and similar fees still requires the prior approval of the South African Reserve Bank, but once such approval is granted, they are remittable without restriction.

Borrowing Restrictions - A business entity that is 75 per cent. or more owned or controlled by non-residents is however still subject to restrictions on local borrowings in South Africa. Local borrowings include overdrafts, local discounting, the conclusion of installment and/or suspensive sales, financial leasing of capital equipment, mortgage bonds, the guaranteeing or accepting of any obligation, preference shares and debentures not subscribed for by equity shareholders, and local shareholders' loans in excess of their proportion of the company's equity. Excluded from the restriction is normal commercial credit for the sale of goods and services rendered. The level of local borrowing by a non-resident is limited to a percentage of the "total effective capital" of the company, calculated as follows: 100 + (% S.A Participation / % Non-S.A Participation) x 100 % of total effective capital

The percentage is therefore 100 per cent. of "total effective capital" if the South African company is wholly owned by the foreign company. "Effective capital" is basically the net worth of the company, together with shareholders' loans (which are regarded as investment funds because of their permanence)

1 Non-residents are those persons who are not resident in South Africa and are not emigrants from South Africa

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and "hard core" trade credit extended to the company by non-resident shareholders. Local shareholders' loans that are proportionately in excess of foreign shareholders' loans are excluded from effective capital.

Although these local borrowing restrictions are for the most part strictly applied, the exchange control authorities adopt a more flexible approach for businesses that are established in decentralisation areas or that have a substantial import substitution or export potential.

Dividends and Branch Profits - All dividends declared by South African listed companies out of income and which are payable to non-resident shareholders may be remitted out of South Africa without the need for any approval from exchange control authorities.

Dividend, profit or income distributions to non-residents by South African unlisted companies and other business entities are remittable in proportion to the percentage shareholding or ownership of the non-residents and require the prior approval of an authorised dealer in foreign exchange (usually a commercial bank). The company or other entity must also produce an auditor's report which confirms that the amount to be transferred arises from realised or earned profits on investments owned by non-residents.

All applications for remittances of profits or dividends by entities that are 75 per cent. or more controlled by non-residents must be referred to the exchange control authorities for approval if the entity's borrowings or facilities (even if not fully utilised) are not within the formula referred to above. If the local borrowings are within that formula, or if local facilities exist within that formula (even though they are not fully utilised), the only consent required to remit dividends is that of an authorised dealer (usually commercial banks).

15 TAXATION

The following statements are intended only as a general guide to certain tax considerations and do not purport to be a complete analysis of all potential tax consequences of holding Shares. They are based on the laws and regulations now in effect and available as of the date hereof. The laws and regulations however, may change at any time, and any change could be retroactive to the date of issuance of Dale’s Shares. You are also recommended to consult you tax adviser regarding your tax position in holding Dale shares.

British Virgin Islands

Under the present laws of the British Virgin Islands, dividends remitted to Shareholders resident outside the British Virgin Islands will not be subject to withholding tax in the British Virgin Islands. In the British Virgin Islands, there are no taxes on profits or income, nor are there any capital gains tax, estate duty or inheritance tax applicable to Shares held by non-residents of the British Virgin Islands. Dale is not subject in the British Virgin Islands to stamp taxes or other similar duties on the issuance, transfer or redemption of the Company’s Shares.

Mauritius

The rate of corporate income tax in Mauritius is currently 15 per cent. on chargeable income. However, Companies like Bella Investment and SOS, which hold GBL 1 licenses, benefit from a tax credit of 80 per cent. which makes the effective corporate tax rate three per cent.. There are no withholding or capital gain taxes in Mauritius and no taxes on dividends for foreign investors.

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South Africa

Tax and approved investments abroad

Corporate Investors

South African companies wishing to invest outside the Common Monetary Area have to demonstrate longer term benefit to the Republic. The previous Exchange Control requirement that South African companies must obtain a majority (i.e. 50 per cent. plus 1 share) interest in investments outside of Africa has been replaced with the requirement that a significant shareholding of at least 25 per cent. is obtained. Whilst there are no exchange control limits on new outward foreign direct investments, Exchange Control reserves the right to stagger capital outflows.

The application process as well as the criteria applicable to companies wishing to invest outside the CMA as outlined in the Rulings must be complied with. Other requests must be submitted to Exchange Control for consideration.

Expansion of existing approved foreign subsidiaries by means of finance raised (without recourse or guarantee from South Africa) or from profits earned abroad is permitted, provided the expansion is in the same line of business and benefit to South Africa can be demonstrated. The proposed expansion must be recorded with Exchange Control and the retention of any balance of profits earned must be negotiated with Exchange Control at the time of the normal annual report back.

Foreign dividends repatriated during the period 26 February 2003 to 26 October 2004 (dividend credits) form part of domestic funds and can be retransferred abroad for the financing of approved foreign direct investments of approved expansions, but not for any other purpose.

Foreign dividends declared after 26 October 2004 can be retained abroad and used for any purpose, provided there is no recourse to South Africa. Dividends repatriated after the aforementioned date may be retransferred abroad at any time and be used for any purpose. The funds may not be utilized to fund investments/loans into the common monetary area for any purpose whatsoever via a loop structure.

Institutional Investors

All retirement funds, long term insurers and collective investment scheme management companies are treated as Institutional Investors for Exchange Control purposes. Investment managers may elect to register as Institutional Investors for Exchange Control purposes. The Exchange Control limit on foreign portfolio investment is expressed as a percentage of the Institutional Investor’s total retail assets. That limit, in the case of retirement funds and long-term insurers is 15 per cent and in the case of investment managers (duly registered as Institutional Investors) and collective scheme management companies is 25 per cent.. There are prescribed reporting and application requirements.

South African Institutional Investors may invest in approved inward listed instruments which includes currency derivatives based on foreign reference assets or issued by foreign entities, listed on the JSE Limited and the Bond Exchange of South Africa, respectively, using the permissible foreign portfolio investment allowances. Institutional Investors may invest an additional five per cent of their total retail assets in approved African inward listed instruments.

In certain instances, corporate shareholders will, on application, be allowed to accept shares as acquisition currency in respect of acquisition issues and to exercise their rights in terms of a rights offer.

As a result of the introduction of the African allowance and the subsequent amendment of the quarterly asset allocation reporting template, the formats of the audit requirements pertaining to Institutional Investors have been incorporated in the Rulings.

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Private foreign capital investment allowance

South African taxpayers in good standing over the age of 18 are allowed to invest abroad and/or hold foreign currency deposits with Authorised Dealers up to a total of ZAR2 million.

Such assets may be switched and/or disposed of wholly or partly, but reinvestment back into South Africa is not permitted by Exchange Control. In addition, Exchange Control will consider requests to purchase fixed property (holiday homes and farms) in Southern African Development Community countries.

Formalities to avail of this facility include obtaining a ‘Tax Clearance Certificate’ (in respect of foreign investments) from the South African Revenue Service and completion of forms MP1423 to Authorised Dealer.

Capital Gains Tax (CGT)

Capital Gains Tax is payable on the disposal of assets that take place on or after valuation date, i.e. 1 October 2001;

In the case of South African residents, the tax will apply to disposals of all assets (including overseas assets); in the case of non-residents, the following assets will be subject to Capital Gains Tax:

- Immovable property, or any right or interest in a property (this includes a direct or indirect interest of at least 20 per cent held alone or together with any connected person in the equity share capital of a company, where at least 80 per cent. of the value of the net assets of the company is, at the time of the disposal, attributable to immovable property in SA); and

- Any asset of a permanent establishment through which a trade carried on in SA;

A capital gain or loss is determined by calculating the difference between the proceeds i.e. the amount accruing to the seller, and the base cost of the disposed asset. Base cost relates to the costs directly incurred in acquiring or improving the asset.

Taxation of Foreign Dividends and the treatment thereof is dealt with in various sections of the Income Tax Act and are under constant scrutiny and review. It is thus recommended that South African Investors obtain professional advise before making any investment decision.

16 CONSENTS

Horwath Mauritius, whose address appears on page six, has given and not withdrawn its written consent to the inclusion of the report in Part III of this document and the references thereto and its name in the form and context in which they appear and accepts responsibility for such report. The report was prepared on 28 November 2007 for the purposes of inclusion in these Listing Particulars. Horwath Mauritius has no material interest in the Company.

17 SIGNIFICANT CHANGE

There has been no significant change in the financial or trading position of Dale since 31 October 2007 being the date to which the financial information on Dale set out in Part III of this document has been prepared.

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18 DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at Dale International Trust Company Limited 6th Floor, MaxCity Building, 26 Remy Ollier Street, Port Louis Mauritius during normal business hours on any weekday (excluding Saturdays and public holidays) from the date of publication of this document up to and including 31 December 2007:

(a) The material contracts referred to in section 11 of this Part IV;

(b) the audited consolidated accounts of the Company for the financial years ended 28 February 2007 and 28 February 2006 and 28 February 2005;

(c) the memorandum and articles of association of Dale;

(d) the written statements and consents referred to in section 16 of this Part IV

(e) the memorandum of understanding between Dale and Sekunjalo referred to in section 5 of Part I

(f) the draft Trust Deed in respect of the Dale Capital Partners Limited Employees Share Incentive Scheme

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APPENDIX 1: PORTFOLIO WEIGHTING BY COUNTRY

The table below details the weighting of Dale’s current portfolio by country as at 31 October 2007.

Notes:

(1) The value of investments reflected in the consolidated accounts as at 31 October 2007 does not include Dale’s investment in Bella Investment Services Limited and Dale Leisure International Limited because items like assets, liabilities, equity, income and expenses for both the parent companies and majority-owned subsidiaries are combined on a line-by line basis.

(2) Net other asset:, these relate to assets other then investments reflected above, which include loans receivable and cash.

(3) Other:, this is shared among companies within the group, depending upon particular prevailing circumstances and does not apply to any specific country.

South Africa Mauritius BVI

Other(note 3)

Dale Capital Partners Ltd % % % %Sekunjalo Investments Ltd Investment

holding19.67

Dale Investments Int. Holdings LtdDale International Trust Company Ltd Investment

holding1.65

Dale Capital Partners Investment Holdings LtdTrinity Asset Management Limited (Pty)Ltd

Asset management

4.28

Dale Leisure International LtdDale Leisure Property (Pty) Ltd

Leisure 14.21

Dale Capital LtdBella Investments Services LtdBella Administration Services LtdTrinity Asset Management Ltd

Financial 16.76

SOS Holdings LimitedSOS Insurance Company of Mauritius Ltd

Insurance 2.25

Riverstone Alternative Solutions Ltd Financial 13.97

Dale Capital Partners SA (Pty) LtdCyberhost LimitedDale Private Equity (Pty) LtdDale Admin Services (Pty) LtdDale Fiduciary Services (Pty) Ltd

Leisure 4.61

Other Dale Capital Partners Ltd (Treasury) Investment 0.97Net other Assets (note 2) 21.63Total 42.77 20.66 14.94 21.63