TIDMVCBC
RNS Number : 2755B
Vertu Capital Limited
30 September 2022
VERTU CAPITAL LIMITED
INTERIM REPORT AND FINANCIAL STATEMENTS
FOR THE MONTHED 30 JUNE 2022
CHAIRMAN'S STATEMENT
FOR THE SIX MONTHSED 30 JUNE 2022
I have pleasure in presenting the consolidated interim financial
statements of Vertu Capital Limited (the Company) and its
subsidiary (collectively referred as the "Group") for the period
from 1 January 2022 to 30 June 2022.
During the financial period, the Group reported a net loss of
GBP61,478 (GBP0.04p per share). As at 30 June 2022, the Group had
cash in bank balance of GBP197,828.
As you are aware, on 30 June 2021 the Company announced its
intention to acquire Vox Capital Plc, the parent company that
wholly owns a mobile marketing agency, Mobio Global, and has
shareholdings in an influencer marketing automation platform and a
mobile app monetisation platform. The proposed Intended
Acquisition, once concluded, will constitute a Reverse Takeover
(RTO) under the Listing Rules as the value of the consideration
will exceed the Company's market capitalisation and it will result
in a fundamental change in the business of the Company as it will
own an operating business. As required, the shares of the company
were suspended from trading while the RTO process is being
undertaken. The board believe that the RTO process is currently at
its final stages and I am confident that the transaction will be
concluded soon.
I look forward to seeing better progress with the potential
target acquisitions in the next few months with gratitude to our
shareholders, for their continued support.
Kiat Wai Du
Non-Executive Chairman
30 September 2022
DIRECTOR'S STATEMENT
FOR THE SIX MONTHSED 30 JUNE 2022
The main expense for the Group is its legal and professional
costs. The management intends to monitor and control this to be
cost efficient and minimise its net loss before a suitable
acquisition.
The Board is actively pursuing the purchase of Vox Capital Plc
and hopes to secure the acquisition in the near future. The
purchase is subject to approval by the relevant authorities. The
Board looks forward to providing further updates to shareholders in
due course. Apart from this, the Board is actively reviewing a
number of other potential acquisition opportunities across the
sector, none of which have yet met the necessary criteria for
selection.
Responsibility Statement
The Directors are responsible for preparing the Consolidated
Interim Financial Statements in accordance with the Disclosure and
Transparency Rules of the United Kingdom's Financial Conduct
Authority ('DTR') and with International Accounting Standard 34 on
Interim Financial Reporting (IAS 34).
The interim report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
-- an indication of important events that have occurred during
the first six months and their impact on the consolidated set of
financial statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and
-- material related-party transactions in the first six months
and any material changes in the related-party transactions
described in the last annual report.
Director
30 September 2022
CONDENSED CONSOLIDATED STATEMENT OF COMPREHESIVE INCOME
FOR THE SIX MONTHSED 30 JUNE 2022
6 months 6 months
period ended period ended
30-June-22 30-June-21
Notes GBP GBP
(Unaudited) (Unaudited)
Operating expenses (61,478) (86,099)
-------------- --------------
OPERATING LOSS BEFORE TAXATION (61,478) (86,099)
Income tax expense 3 - -
-------------- --------------
LOSS FOR THE PERIOD ATTRIBUTABLE
TO EQUITY HOLDERS OF THE COMPANY (61,478) (86,099)
OTHER COMPREHENSIVE INCOME
Other comprehensive income - -
TOTAL COMPREHENSIVE LOSS
FOR THE PERIOD (61,478) (86,099)
-------------- --------------
Basic and diluted loss per (0.07)
share (pence) 4 (0.04) p p
-------------- --------------
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
As at As at As at
30-Jun-22 31-Dec-21 30-Jun-21
GBP GBP GBP
Notes
(Unaudited) (Audited) (Unaudited)
CURRENT ASSETS
Other receivables 9,355 50 10,943
Prepayments - 5,336 -
Amount owing
by director 7 12,500 - -
Cash and cash
equivalents 197,828 311,000 326,726
------------ ------------ ------------
219,683 316,386 337,669
------------ ------------ ------------
CURRENT LIABILITIES
Other payables 34,739 72,007 47,068
Accruals & Provision 16,243 14,200 -
Amount owing
to directors - - 1
------------ ------------ ------------
50,982 86,207 47,069
------------ ------------ ------------
NET ASSETS 168,701 230,179 290,600
============ ============ ============
CAPITAL AND
RESERVE
Share capital 5 1,440,000 1,440,000 1,440,000
Accumulated losses (1,271,299) (1,209,821) (1,149,400)
------------ ------------ ------------
TOTAL EQUITY 168,701 230,179 290,600
============ ============ ============
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 30 JUNE 2022
6 months 6 months
period period
ended ended
30-Jun-22 30-Jun-21
GBP GBP
(Unaudited) (Unaudited)
Cash flow from operating activities
Loss before tax (61,478) (86,099)
------------ ------------
Changes in working capital
Other receivables (1,926) 382
Amount due to directors (12,500) -
Other payables (37,268) 3,039
------------ ------------
(51,694) 3,421
------------ ------------
Net cash flow used in operating
activities (113,172) (82,678)
------------ ------------
Cash flow from financing activities
Advances from directors - (21,917)
Proceed from issuance of new shares - 240,000
Net cash flow from financing activities - 218,083
------------ ------------
Net decrease in cash and cash equivalents (113,172) 135,405
Cash and cash equivalents at beginning
of period 311,000 191,321
Cash and cash equivalents at end
of period 197,828 326,726
------------ ------------
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSED 30 JUNE 2022
Period from 1 January 2022 to 30 June 2022 (unaudited)
Stated Accumulated Total
capital losses
GBP GBP GBP
As at 1 January 2022 1,440,000 (1,209,821) 230,179
Loss for the period - (61,478) (61,478)
---------- ------------ ---------
Total comprehensive loss
for the period - (61,478) (61,478)
---------- ------------ ---------
As at 30 June 2022 1,440,000 (1,271,299) 168,701
========== ============ =========
Period from 1 January 2021 to 30 June 2021 (unaudited)
Stated Accumulated Total
capital losses
GBP GBP GBP
As at 1 January 2021 1,200,000 (1,063,301) 136,699
Additional share issued 240,000 - 240,000
---------- ------------ ---------
Loss for the period - (86,099) (86,099)
---------- ------------ ---------
Total comprehensive loss
for the period - (86,099) (86,099)
---------- ------------ ---------
As at 30 June 2021 1,440,000 (1,149,400) 290,600
========== ============ =========
For the year ended 31 December 2021 (audited)
Stated capital Accumulated Total
losses
GBP GBP GBP
As at 1 January 2021 1,200,000 (1,063,301) 136,699
Additional share issued 240,000 - 240,000
--------------- ------------ ----------
Loss for the year - (146,520) (146,520)
--------------- ------------ ----------
Total comprehensive loss
for the year - (146,520) (146,520)
--------------- ------------ ----------
As at 31 December 2021 1,440,000 (1,209,821) 230,179
=============== ============ ==========
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2022
1. GENERAL INFORMATION
The Company was incorporated in the Cayman Islands on 12
September 2014 as an exempted company with limited liability under
the Companies Law. The registered office of the Company is at the
offices of Offshore Incorporations (Cayman) Limited, Floor 4,
Willow House, Cricket Square, PO Box 2804, Grand Cayman KY1-1112,
Cayman Islands.
The Company's Ordinary shares are currently admitted to a
standard listing on the Official List and to trading on the London
Stock Exchange.
The interim financial statements comprise of financial
information of the Company and its subsidiary (together referred to
as the "Group")
The Company's nature of operations is to act as a special
purpose acquisition company.
2. ACCOUNTING POLICIES
Basis of preparation
The consolidated interim financial statements for the six months
period ended 30 June 2022 have been prepared in accordance with IAS
34 Interim Financial Reporting. It is unaudited and does not
constitute statutory financial statements. The comparative interim
financial information covers the period ended 30 June 2021.
The consolidated interim financial statements have been prepared
on a basis consistent with, and on the basis of, the accounting
policies set out in the audited financial statements of the Group
for the year ended 31 December 2021, which have been prepared in
accordance with UK-adopted International Accounting Standards.
The consolidated interim financial statements are presented in
British Pound Sterling ("GBP").
Application of new and revised International Financial Reporting
Standards ("IFRSs")
A number of new standards and amendments to standards and
interpretations have been issued by International Accounting
Standards Board but are not yet effective and in some cases have
not yet been adopted. The Directors do not expect that the adoption
of these standards will have a material impact on the financial
statements of the Group in future periods.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the Company
(its subsidiaries). Control is achieved where the Company is
exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through
its power over the entity.
All intercompany transactions, balances, income and expenses are
eliminated in consolidation
Going concern
The consolidated interim financial statements have been prepared
on a going concern basis, which assumes that the Group will
continue to be able to meet its liabilities as they fall due for
the foreseeable future.
The Group had cash balance of GBP197,828 and on 30 June 2022,
with GBP1,440 million ordinary shares as working capital which the
Directors believe will be sufficient to pay ongoing expenses and
pre-acquisition activities and to meet its liabilities as they fall
due for a period of at least 12 months from the date of approval of
this report.
3. INCOME TAX EXPENSE
The Holding Company is regarded as resident for the tax purposes
in Cayman Islands.
No tax is applicable to the Holding Company for the period ended
30 June 2022. As such no tax charge have been raised and no
deferred income tax asset have been recognised in respect of
losses. The subsidiary company is not subject to tax in the
financial year as it did not have any source of income during the
financial period
4. LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss
attributable to equity holders of the company by the weighted
average number of ordinary shares in issue during the period.
Diluted earnings per share is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume conversion
of all dilutive potential ordinary shares. There are currently no
dilutive potential ordinary shares.
Loss per share attributed to ordinary shareholders
6 months 6 months
period ended period ended
30-June-22 30-June-21
Loss for the period (GBP) (61,478) (86,099)
Weighted average number
of shares (Unit) 143,999,998 122,651,932
Loss per share (Pence) (0.04) p (0.07) p
5. SHARE CAPITAL
Number Share
of Share Capital
GBP
As at 1 January 2022 143,999,998 1,440,000
------------ ----------
As at 30 June 2022 143,999,998 1,440,000
------------ ----------
6. DIRECTORS EMOLUMENTS
6 months 6 months
period ended period ended
30-Jun-22 30-Jun-21
GBP GBP
William Du Kiat Wai 2,500 2,500
Shunita Maghji 2,500 2,500
Simon James Retter 12,500 12,500
------------- -------------
17,500 17,500
------------- -------------
7. RELATED PARTY TRANSACTIONS
The directors are considered to be key management, and their
emoluments are disclosed in note 6.
During the period, the Group did not enter into any material
transactions with related parties outside the Group.
6 months 6 months
period period ended
ended
30-Jun-22 30-Jun-21
GBP GBP
Amount due from directors 12,500 1
---------- -------------
8. SUBSEQUENT EVENTS
There were no subsequent events after the reporting period.
For more information please visit the Company's website at
www.vertucapital.co.uk .
* * ENDS * *
For further information:
Vertu Capital Limited
Du Kiat Wai "William" - Chairman
www.vertucapital.co.uk +603 5613 3388
Optiva Securities Ltd
Jeremy King - (Financial Adviser) +44 (0) 20 3137 1904
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END
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September 30, 2022 02:00 ET (06:00 GMT)
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