TIDMVCBC
RNS Number : 7084D
Vertu Capital Limited
28 April 2017
Vertu Capital Limited
28 April 2017
Vertu Capital Limited
("VERTU" OR "THE COMPANY")
Vertu Announces Publication of 2016 Annual Report And Notice of
Annual General Meeting
London, 28 April 2017: Vertu Capital Limited ("Vertu"),
(LSE:VCBC) a company that was formed in September 2014 to undertake
an acquisition of a target company or business in the financial
services sector - including (but not to the exclusion of other
types of business) fund management businesses, niche investment
banks, trustee & custodian services businesses and financial
planning businesses, announces its publication of financial results
for the year ended 31 December 2016.
The financial information set out below does not constitute the
Company's statutory accounts for the period ending 31 December
2016. The financial information for 2016 is derived from the
statutory accounts for that year. The auditors, Crowe Clark
Whitehill LLP, have reported on the 2016 accounts. Their report was
unqualified and did not include a reference to any matters to which
the auditors draw attention by way of emphasis without qualifying
their report. The financial information for 2015 is derived from
the statutory accounts for that year.
The preliminary announcement has been prepared on the basis of
the accounting policies as stated in the financial statements for
the period ended 31 December 2016. The information included in this
preliminary announcement is based on the Company's financial
statements which are prepared in accordance with International
Financial Reporting Standards (IFRS). The Company expects to
publish full financial statements that comply with IFRS today.
An electronic copy of the Annual Report and Notice of AGM are
now available to the public on the Company's website at
www.vertucapital.co.uk
S
About Vertu Capital Limited
The Company has been formed to undertake an acquisition of a
target company or business in the financial services sector -
including (but not to the exclusion of other types of business)
fund management businesses, niche investment banks, trustee &
custodian services businesses and financial planning
businesses.
For further information please contact:
William Du
Tel: +603 5613 3388
Fax : +603 5613 3399
Email : ir@vertucapital.co.uk
VERTU CAPITAL LIMITED
ANNUAL REPORT AND ACCOUNTS
For the year ended 31 December 2016
CONTENTS PAGE
Officer and professional advisors 1
Chairman's statement 2
Directors' report 3-7
Independent auditors report to members 8
Statement of comprehensive income 9
Statement of financial position 10
Statement of cash flow 11
Statement of changes in equity 12
Notes to the financial statement 13-20
Directors (all non-executive) Kiat Wai (also known as
'William') Du
Shunita Maghji
Company Secretary Rada Palanisamy
No. 23, Jalan BP3A
Taman Bukit Permata
Batu Caves
68100 Selangor
Malaysia
Registered Office Offshore Incorporations
(Cayman) Limited
Floor 4, Willow House
Cricket Square
PO Box 2804
Grand Cayman KY1-1112
Cayman Islands
Head Office Suite A-02-02, 2nd Floor
Empire Office Tower
Jalan SS16/1, Subang Jaya
47500 Selangor DE
Malaysia
Auditors Crowe Clark Whitehill LLP
St. Bride's House
10 Salisbury Square
London
EC4Y 8EH
Bankers OCBC Bank
65 Chulia Street
OCBC Centre
Singapore
049513
Legal advisers to the Harney Westwood & Riegels
Company Singapore LLP
20 Collyer Quay #21-02
Singapore 049319
I have pleasure in presenting the financial statements of Vertu
Capital Limited (the "Company") for the year ended 31 December
2016.
During the year, the Company entered into a non-binding letter
of intent for the proposed acquisition of the entire issued share
capital of VCB Malaysia Berhad, a company incorporated in Malaysia,
for consideration of GBP350,000 payable in cash on completion. The
proposed acquisition is conditional, inter alia, on satisfactory
due diligence, shareholder approvals, execution of the transaction
and subsequent re-admission of the Company to trading on the Main
Market of the London Stock Exchange on completion. While
discussions regarding the proposed acquisition continue in
accordance with that letter, there can be no certainty that any
transaction will occur. Should the proposed transaction complete it
would constitute a reverse takeover requiring compliance with the
relevant provisions in the Listing Rules.
The Company reported a net loss of GBP216,094 (0.22p per share)
for the year 2016. As at 31 December 2016, the Company had cash at
bank of GBP553,035.
The Board looks forward to providing further updates to
shareholders in due course and actively reviewed a number of
potential acquisition opportunities across the sector, none of
which has met the necessary criteria for selection.
Chairman
28 April, 2016
Directors' report
The Directors present their report together with the audited
financial statements, for the year ended 31 December 2016.
The Company was incorporated on 12 September 2014 in the Cayman
Islands, 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 Company's nature of operations is to act as a special
purpose acquisition company.
Results and dividends
The results for the year are set out in the Statement of
Comprehensive Income on page 9. The Directors do not recommend the
payment of a dividend on the ordinary shares.
Company objective
The Company has been formed to undertake an acquisition of a
target company or business in the financial services sector -
including (but not to the exclusion of other types of business)
fund management businesses, niche investment banks, trustee &
custodian services businesses and financial planning
businesses.
In line with the purpose of the Company, a target acquisition
had been identified during the financial period and the Company is
ensuing the necessary processes to complete the acquisition.
Following the acquisition, the Company intends to seek re-admission
of the enlarged group to listing on the Official List and trading
on the London Stock Exchange's main market for listed
securities
The objective of the Company will be to continue operations of
the acquired business and implement an operating strategy with a
view to generating value for its shareholders through operational
improvements as well as potentially expansion through additional
acquisitions.
The Company's business risk
An explanation of the Company's financial risk management
objectives, policies and strategies is set out in note 11.
Key events
Pursuant to announcement made on 19 April 2016 for the proposed
acquisition of the entire issued share capital of VCB Malaysia
Berhad, a company incorporated in Malaysia for consideration of
GBP350,000 payable in cash on completion, it is expected the
execution of the transaction and subsequent re-admission of the
Company to trading on the Main Market of the London Stock Exchange
will be completed within the year 2017. The proposal is currently
pending approval from United Kingdom Listing Authority.
VCB Malaysia Berhad was established in Malaysia in 1999. It is a
management consulting firm that provides financial consultancy and
support services in the areas of corporate finance and investment
banking and advice to high net worth individuals seeking growth and
steady income from their capital as well as providing corporate
finance advice to growth companies
At the year end the Company had cash of approximately GBP0.55
million and continues to keep administrative costs to a minimum so
that the majority of funds can be dedicated to the review of and
potentially investment in, suitable projects.
Directors
The Directors of the Company during the year were:
William Du Kiat Wai
Shunita Maghji
Directors' interest
None of the directors hold any shares of the Company.
Substantial shareholders
The Company has been notified of the following interests of 3
per cent or more in its issued share capital as at 18 April
2017.
Number of Ordinary % of
Shares Share Capital
Party Name
Nordic Alliance Holdings
Limited 24,990,000 24.99
Link Summit Limited 12,000,000 12.00
Amber Oak Holdings Limited 10,450,000 10.45
Infinity Mission Limited 10,100,000 10.10
Belldom Limited 7,500,000 7.50
Eastman Ventures Limited 7,500,000 7.50
Capital and returns management
The Directors believe that, following an acquisition, further
equity capital raisings may be required by the Company for working
capital purposes as the Company pursues its objectives. The amount
of any such additional equity to be raised, which could be
substantial, will depend on the nature of the acquisition
opportunities which arise and the form of consideration the Company
uses to make the acquisition and cannot be determined at this
time.
The Company expects that any returns for Shareholders would
derive primarily from capital appreciation of the Ordinary Shares
and any dividends paid pursuant to the Company's dividend
policy.
Dividend policy
The Company intends to pay dividends on the Ordinary Shares
following an acquisition at such times (if any) and in such amounts
(if any) as the Board determines appropriate in its absolute
discretion. The Company's current intention is to retain any
earnings for use in its business operations, and the Company does
not anticipate declaring any dividends in the foreseeable future.
The Company will only pay dividends to the extent that to do so is
in accordance with all applicable laws.
Corporate governance
In order to implement its business strategy, the Company has
adopted a corporate governance structure whereby the key features
of its structure are:-
-- a wholly non-executive board with independent non-executive
Directors. The Board is knowledgeable and experienced and has
extensive experience of making acquisitions such as the
acquisition;
-- consistent with the rules applicable to companies with a
Standard Listing, unless required by law or other regulatory
process, Shareholder approval is not required in order for the
Company to complete the acquisition. The Company will, however, be
required to obtain the approval of the Board of Directors, before
it may complete the acquisition;
-- the Board is not subject to the provisions of a formal
governance code and given its present size do not intend to
formally adopt any specific code, but will apply governance the
directors consider to be appropriate, having due regard to the
principles of governance set out in the UK Corporate Governance
Code.
-- until an acquisition is made, the Company will not have
separate audit and risk, nominations or remuneration committees.
The Board as a whole will instead review audit and risk matters, as
well as the Board's size, structure and composition and the scale
and structure of the Directors' fees, taking into account the
interests of Shareholders and the performance of the Company, and
will take responsibility for the appointment of auditors and
payment of their audit fee, monitor and review the integrity of the
Company's financial statements and take responsibility for any
formal announcements on the Company's financial performance;
-- the Corporate Governance Code recommends the submission of
all directors for re-election at annual intervals. None of the
Directors will be required to retire by rotation and be submitted
for re-election until the first annual general meeting of the
Company following the Acquisition; and
-- following an acquisition, the Company may seek to transfer
from a Standard Listing to either a Premium Listing or other
appropriate listing venue, based on the track record of the company
or business it acquires, subject to fulfilling the relevant
eligibility criteria at the time. If the Company is successful in
obtaining a Premium Listing, further rules will apply to the
Company under the Listing Rules and Disclosure and Transparency
Rules and the Company will be obliged to comply with the Model Code
and to comply or explain any derogation from the UK Corporate
Governance Code.
Auditors and disclosure of information
The directors confirm that:
-- there is no relevant audit information of which the Company's
non-statutory auditor is unaware; and
-- each Director has taken all the necessary steps he ought to
have taken as a Director in order to make himself aware of any
relevant audit information and to establish that the Company's
non-statutory auditor is aware of that information.
Responsibility Statement
The directors are responsible for preparing the annual report
and the non-statutory financial statements. The directors are
required to prepare financial statements for the Company in
accordance with International Financial Reporting Standards as
adopted by the EU (together, "IFRS").
International Accounting Standard 1 requires that financial
statements present fairly for each financial year the Company's
financial position, financial performance and cash flows. This
requires the faithful representation of transactions, other events
and conditions in accordance with the definitions and recognition
criteria for the assets, liabilities, income and expenses set out
in the International Accounting Standards Board's "Framework for
the Preparation and Presentation of Financial Statements". In
virtually all circumstances, a fair representation will be achieved
by compliance with all IFRS. Directors are also required to:
- select suitable accounting policies and then apply them consistently;
- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information; and
- provide additional disclosures when compliance with the
specific requirements in IFRS is insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the Company's financial position and financial
performance.
The directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time, the
financial position of the Company. They are also responsible for
safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The maintenance and integrity of the Vertu Capital Limited
website is the responsibility of the Directors; work carried out by
the auditors does not involve the consideration of these matters
and, accordingly, the auditors accept no responsibility for any
changes that may have occurred in the accounts since they were
initially presented on the website.
Legislation in the Cayman Islands governing the preparation and
dissemination of the accounts and the other information included in
annual reports may differ from legislation in other
jurisdictions.
The Directors are responsible for preparing the Financial
Statements in accordance with the Disclosure and Transparency Rules
of the United Kingdom's Financial Conduct Authority ('DTR') and
with International Financial Reporting Standards (IFRS) as adopted
by the European Union.
The directors confirm, to the best of their knowledge that:
-- the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company; and
-- the financial statements include a fair review of the
development and performance of the business and the financial
position of the Company, together with a description of the
principal risks and uncertainties that it faces.
-- the annual report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the company's performance,
business model and strategy.
Auditors
The auditors, Crowe Clark Whitehill LLP, have expressed their
willingness to continue in office and a resolution to reappoint
them will be proposed at the Annual General Meeting.
Events after the reporting date
There are no subsequent events requiring disclosure in these
financial statements.
This responsibility statement was approved by the Board of
Directors on 28 April 2016 and is signed on its behalf by;
William Du Kiat Wai
Director
We have audited the non-statutory financial statements of Vertu
Capital Limited for the period ended 31 December 2016 set out on
pages 9 to 20. These non-statutory financial statements have been
prepared for the reasons set out in note 2 to the non-statutory
financial statements and on the basis of the financial reporting
framework of International Financial Reporting Standards (IFRSs) as
adopted by the EU.
This report is made solely to the company's members, in
accordance with our engagement letter dated 3 March 2016. Our audit
work has been undertaken so that we might state to the company's
members those matters we are required to state to them in an
auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members, for our
audit work, for this report, or for the opinions we have
formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR
As explained more fully in the Statement of Directors'
Responsibilities, the directors are responsible for the preparation
of the non-statutory financial statements and for being satisfied
that they give a true and fair view. Our responsibility is to audit
and express an opinion on the non-statutory financial statements in
accordance with applicable law and International Standards on
Auditing (UK and Ireland). Those standards require us to comply
with the Auditing Practices Board's Ethical Standards for
Auditors.
SCOPE OF THE AUDIT OF THE NON-STATUTORY ACCOUNTS
An audit involves obtaining evidence about the amounts and
disclosures in the non-statutory financial statements sufficient to
give reasonable assurance that the non-statutory financial
statements are free from material misstatement, whether caused by
fraud or error. This includes an assessment of: whether the
accounting policies are appropriate to the company's circumstances
and have been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by the
directors; and the overall presentation of the non-statutory
financial statements.
In addition, we read all the financial and non-financial
information in the annual report to identify any information that
is apparently materially incorrect based on, or materially
inconsistent with the knowledge acquired by us in the course of
performing our audit. If we become aware of any apparent material
misstatements or inconsistencies we consider the implications for
our report.
OPINION ON NON-STATUTORY ACCOUNTS
In our opinion the non-statutory accounts:
- give a true and fair view of the state of the Company's
affairs as at 31 December 2016 and of its loss for the period then
ended; and
- have been properly prepared in accordance with IFRSs as adopted by the EU.
Crowe Clark Whitehill LLP
Statutory Auditor
St Bride's House
10 Salisbury Square
London EC4Y 8EH
XX April 2017
Year ended Period
31 December from
2016 12 September
2014 (inception)
to 31 December
2015
Notes GBP GBP
REVENUE - -
------------- ------------------
- -
Listing expenses - (232,257)
Other operating expenses 4 (216,094) (39,744)
------------- ------------------
OPERATING LOSS BEFORE TAXATION (216,094) (272,001)
Income tax expense 5 -
------------- ------------------
LOSS FOR THE PERIOD ATTRIBUTABLE
TO
EQUITY HOLDERS OF THE COMPANY (216,094) (272,001)
OTHER COMPREHENSIVE INCOME
Other comprehensive income - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR/PERIOD (216,094) (272,001)
Basic and diluted loss (0.35)
per share (pence) 7 (0.22) p p
============= ==================
The notes to the financial statements form an integral part of
these financial statements
As at As at
31 December 31 December
2016 2015
Notes GBP GBP
CURRENT ASSETS
Other receivables 6 6,068 6,349
Cash and cash equivalents 553,035 788,285
559,103 794,634
CURRENT LIABILITIES
Other payables 47,198 43,592
Amount owing to directors - 23,043
------------- -------------
47,198 66,635
------------- -------------
NET ASSETS 511,905 727,999
============= =============
EQUITY ATTRIBUTABLE TO EQUITY
HOLDERS OF THE COMPANY
Share capital 8 1,000,000 1,000,000
Retained earnings (488,095) (272,001)
------------- -------------
TOTAL EQUITY 511,905 727,999
============= =============
The notes to the financial statements form an integral part of
these financial statements
This report was approved by the board and authorised for issue
on and signed on its behalf by;
...........................
William Du Kiat Wai
Director
Year ended Period from
31 December 12 September
2016 2014 (inception)
to 31 December
2015
Notes GBP
Cash flow from operating
activities
Loss before tax (216,094) (272,001)
------------- ------------------
Changes in working capital
Other receivables 281 (6,349)
Other payables 3,606 43,592
Amount owing to directors (23,043) 23,043
------------- ------------------
(19,156) 60,286
Net cash outflow from operating
activities (235,250) (211,715)
------------- ------------------
Cash flow from financing
activities
Proceeds from issue of
share - 1,000,000
------------- ------------------
Net cash inflow from financing
activities - 1,000,000
-------------
Net increase in cash and
cash equivalents (235,250) 788,285
Cash and cash equivalents 788,285 -
at beginning of period
------------- ------------------
Cash and cash equivalents
at end of period 553,035 788,285
============= ==================
The notes to the financial statements form an integral part of
these financial statements
Share Retained Total
capital earnings
GBP GBP GBP
Period from 12 September 2014
(inception)
to 31 December 2015
Loss for the period - (272,001) (272,001)
---------- ---------- ----------
Total comprehensive
loss for the period - (272,001) (272,001)
Shares issued on incorporation - - -
Issue of ordinary shares 1,000,000 - 1,000,000
As at 31 December 2015 1,000,000 (272,001) 727,999
========== ========== ==========
Loss for the period - (216,094) (216,094)
---------- ---------- ----------
Total comprehensive
loss for the period - (216,094) (216,094)
Issue of ordinary shares - - -
As at 31 December 2016 1,000,000 (488,095) 511,905
========== ========== ==========
The notes to the financial statements form an integral part of
these financial statements
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 Company's nature of operations is to act as a special
purpose acquisition company.
2. ACCOUNTING POLICIES
The Board has reviewed the accounting policies set out below and
considers them to be the most appropriate to the Company's business
activities.
Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted for
use by the European Union and IFRIC interpretations applicable to
companies reporting under IFRS. The financial statements have been
prepared under the historical cost convention as modified for
financial assets carried at fair value.
The financial information of the Company is presented in British
Pound Sterling ("GBP").
Standards and interpretations issued but not yet applied
At the date of authorisation of this financial information, the
directors have reviewed the Standards in issue by the International
Accounting Standards Board ("IASB") and IFRIC, which are effective
for annual accounting periods ending on or after the stated
effective date. In their view, none of these standards would have a
material impact on the financial reporting of the Company.
Comparative figures
Comparative figures are stated for period from date of
incorporation on 12 September 2014 to 31 December 2015.
Going concern
This financial statement has been prepared on a going concern
basis, which assumes that the Company will continue to be able to
meet its liabilities as they fall due for the foreseeable
future
Cash and cash equivalents
The Company considers any cash on short-term deposits and other
short term investments to be cash equivalents.
Taxation
The tax currently payable is based on the taxable profit for the
period. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in other periods and it further
excludes items that are never taxable or deductible. The Company's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet
date.
Deferred income tax is provided for using the liability method
on temporary timing differences at the balance sheet date between
the tax basis of assets and liabilities and their carrying amounts
for financial reporting purposes. Deferred income tax liabilities
are recognised in full for all temporary differences. Deferred
income tax assets are recognised for all deductible temporary
differences carried forward of unused tax credits and unused tax
losses to the extent that it is probable that taxable profits will
be available against which the deductible temporary differences,
and carry-forward of unused tax credits and unused losses can be
utilised.
The carrying amount of deferred income tax assets is assessed at
each balance sheet date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available
to allow all or part of the deferred income tax asset to be
utilised. Unrecognised deferred income tax assets are reassessed at
each balance sheet date and are recognised to the extent that is
probable that future taxable profits will allow the deferred income
tax asset to be recovered.
Financial instruments
Financial assets and financial liabilities are recognised on the
statement of financial position when the company becomes a party to
the contractual provisions of the instrument.
Financial assets
Financial assets within the scope of IAS 39 are classified as
either:
i) financial assets at fair value through profit or loss
ii) loans and receivables
iii) held-to-maturity investments
iv) available-for-sale financial assets
The classification depends on the purpose for which the
financial assets were acquired. Management determines the
classification of its financial assets at initial recognition and
re-evaluates this classification at every reporting date.
As at the balance sheet date, the company did not have any
financial assets at fair value through profit or loss, and in the
categories of held-to-maturity investments and available-for-sale
financial assets.
Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the
Company are classified according to the substance of the
contractual arrangements entered into and the definitions of a
financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the company after deducting all of its
liabilities. Equity instruments are recorded at the proceeds
received, net of direct issue costs.
Financial liabilities
Financial liabilities are classified as either financial
liabilities at fair value through profit or loss or financial
liabilities measured at amortised costs.
Financial liabilities are classified as at fair value through
comprehensive income statement if the financial liability is either
held for trading or it is designated as such upon initial
recognition
Other financial liabilities
Trade and other payables are initially measured at fair value,
net of transaction costs, and are subsequently measured at
amortised cost, where applicable, using the effective interest
method, with interest expense recognised on an effective yield
basis.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only
when, the Company's obligations are discharged, cancelled or they
expire.
Operating segments
The directors are of the opinion that the business of the
Company comprises a single activity, that of an investment Company.
Consequently, all activities relate to this segment.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements in conformity with IFRS
requires management to make estimates and assumptions that affect
the reported amounts of income, expenditure, assets and
liabilities. Estimates and judgements are continually evaluated,
including expectations of future events to ensure these estimates
to be reasonable.
The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the
basis of making the judgements about carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
The Company's nature of operations is to act as a special
purpose acquisition Company. Thus significantly reduces the level
of estimates and assumptions required.
4. LOSS BEFORE TAXATION
The loss before income tax is stated after charging:
Year ended Period
31 December from
2016 14 September
2014 (inception)
to 31
December
2015
GBP GBP
Rental of premises 8,652 8,000
Auditors' remuneration:
Fees payable to the Company's
auditor for the audit of the
Company's annual accounts 10,000 10,000
Fees payable to the Company's
auditor for other services:
Other services relating to
the IPO/RTO transaction work 52,500 12,500
5. INCOME TAX EXPENSE
The Company is regarded as resident for the tax purposes in
Cayman Islands.
No tax is applicable to the Company for the year ended 31
December 2016. No deferred income tax asset has been recognised in
respect of the losses carried forward, due to the uncertainty as to
whether the Company will generate sufficient future profits in the
foreseeable future to prudently justify this.
6. OTHER RECEIVABLES
As at As at
31 December 31 December
2016 2015
GBP GBP
Prepayments 6,068 6,349
7. 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
Year ended Period
31 December from
2016 14 September
2014 (inception)
to 31
December
2015
Earnings (GBP) (216,094) (272,001)
Weighted average number
of shares (Unit) 100,000,000 78,273,684
Per-share amount (Pence) (0.22) (0.35)
8. SHARE CAPITAL & RESERVES
As at As at
31 December 31 December
2016 2015
GBP GBP
Allotted, called up and fully
paid
100,000,000 Ordinary shares
of GBP0.01 each 1,000,000 1,000,000
9. DIRECTORS EMOLUMENTS
Year ended Period
31 December from
2016 14 September
2014 (inception)
to 31
December
Directors fee for the period 2015
GBP GBP
William Du Kiat Wai 5,000 5,000
Shunita Maghji 5,000 5,000
Darren Hopkins - 2,500
------------- ------------------
10,000 12,500
------------- ------------------
During the year, there were no staff costs as no staff was
employed by the Company, other than the directors fees.
10. CAPITAL MANAGEMENT POLICY
The Company's objectives when managing capital are to safeguard
the Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. The capital structure of the Company consists
of borrowings and equity attributable to equity holders of the
Company, comprising issued share capital and reserves.
11. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments,
comprising cash, short-term deposits, bank loans and overdrafts and
various items such as trade receivables and payables, which arise
directly from operations. The Company does not trade in financial
instruments.
Financial risk factors
The Company's activities expose it to a variety of financial
risks: currency risk, credit risk, liquidity risk and cash ow
interest rate risk. The Company's overall risk management programme
focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Company's financial
performance.
a) Currency risk
The Company does not operate internationally and its exposure to
foreign exchange risk is limited to the transactions and balances
that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit
risk related to any individual customer or counterparty.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient
cash and available funding through an adequate amount of committed
credit facilities. The Company ensures it has adequate resource to
discharge all its liabilities. The directors have considered the
liquidity risk as part of their going concern assessment. (See note
2).
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and
assets. The Company monitors the interest rate on its interest
bearing assets closely to ensure favourable rates are secured.
Fair values
Management assessed that the fair values of cash and short-term
deposits, trade receivables, trade payables, bank overdrafts and
other current liabilities approximate their carrying amounts
largely due to the short-term maturities of these instruments.
12. FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise cash and
cash equivalents, trade and other receivables and trade and other
payable. The Company's accounting policies and method adopted,
including the criteria for recognition, the basis on which income
and expenses are recognised in respect of each class of financial
assets, financial liability and equity instrument are set out in
Note 2. The Company do not use financial instruments for
speculative purposes.
The principal financial instruments used by the Company, from
which financial instrument risk arises, are as follows:
As at As at
31 December 31 December
2016 2015
GBP GBP
Financial assets
Loans and receivables
Other receivables - -
Cash and cash equivalents 553,035 788,285
-------------------- --------------------
Total financial assets 553,035 788,285
============== ==============
Financial liabilities measured
at amortised cost
Amount owing to directors - 23,043
Other payables 45,398 43,592
-------------------- --------------------
Total financial liabilities 45,398 66,635
============== ==============
There are no financial assets that are either past due or
impaired.
13. PENSION COMMITMENT
The Company has no pension commitments at the end of the
period.
14. OPERATING LEASES
There Company's future minimum lease payments under
non-cancellable operating leases are as follows:
As at As at
31 December 31 December
2016 2015
Land & buildings GBP GBP
Leases which expire:
Not later than one year 8,688 8,571
------------------------------ --------------- ---------------
Later than one year and not
later than five years 8,571
============== ==============
15. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key
management personnel compensation has been disclosed in note 9.
During the period the Company did not enter into any material
transactions with related parties. As at balance sheet date, the
there was no amount due to the directors (2015: GBP23,043).
16. CONTROL
The Directors consider there is no ultimate controlling
party.
17. SUBSEQUENT EVENTS
There are no subsequent events that require disclosure as at the
date of this report.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR IPMMTMBITBMR
(END) Dow Jones Newswires
April 28, 2017 06:42 ET (10:42 GMT)
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