TIDMVCBC
RNS Number : 3781P
Vertu Capital Limited
18 October 2021
VERTU CAPITAL LIMITED
CONSOLIDATED INTERIM FINANCIAL STATEMENTS
For the six months ended 30 June 2021
CHAIRMAN'S STATEMENT
FOR THE SIX MONTHSED 30 JUNE 2021
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 2021 to 30 June 2021.
During the financial period, the Group reported a net loss of
GBP86,099 (GBP0.07p per share). As at 30 June 2021, the Group had
cash in bank balance of GBP326,726
On 30(th) 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 purchase is subject to approval from the
relevant authorities and the process is currently on-going. Apart
from this on-going exercise, the board have been, actively, in
discussion with several other potential acquisition targets but all
are in early stages of discussion.
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
18 October 2021
DIRECTOR'S STATEMENT
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) as adopted by the European
Union.
The Directors confirm that, to the best of their knowledge, the
consolidated interim financial statements have been prepared in
accordance with IAS 34 as adopted by the European Union. 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
18 October 2021
CONDENSED CONSOLIDATED STATEMENT OF COMPREHESIVE INCOME
FOR THE SIX MONTHSED 30 JUNE 2021
6 months 6 months
period ended period ended
30 June 2021 30 June 2020
Notes GBP GBP
(Unaudited) (Unaudited)
Operating expenses (86,099) (52,536)
-------------- --------------
OPERATING LOSS BEFORE TAXATION (86,099) (52,536)
Income tax expense 3 - -
-------------- --------------
LOSS FOR THE PERIOD ATTRIBUTABLE
TO EQUITY HOLDERS OF THE COMPANY (86,099) (52,536)
OTHER COMPREHENSIVE INCOME
Other comprehensive income - -
TOTAL COMPREHENSIVE LOSS FOR THE
PERIOD (86,099) (52,536)
-------------- --------------
Basic and diluted loss per share
(pence) 4 (0.07) p (0.04) p
-------------- --------------
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2021
As at As at As at
30 June 31 December 30 June
2021 2020 2020
Notes GBP GBP GBP
(Unaudited) (Audited) (Unaudited)
CURRENT ASSETS
Other receivables 10,943 11,324 4,080
Cash and cash equivalents 326,726 191,321 253,689
------------ ------------- ------------
337,669 202,645 257,769
------------ ------------- ------------
CURRENT LIABILITIES
Other payables 47,068 44,028 31,609
Amount owing to directors 1 21,918 13,168
------------ ------------- ------------
47,069 65,946 44,777
------------ ------------- ------------
NET ASSETS 290,600 136,699 212,992
============ ============= ============
CAPITAL AND RESERVE
Share capital 5 1,440,000 1,200,000 1,200,000
Accumulated losses (1,149,400) (1,063,301) (987,008)
------------ ------------- ------------
TOTAL EQUITY 290,600 136,699 212,992
============ ============= ============
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 30 JUNE 2021
6 months 6 months
period ended period ended
30 June 2021 30 June
2020
GBP GBP
(Unaudited) (Unaudited)
Cash flow from operating activities
Operating loss (86,099) (52,536)
-------------- --------------
Changes in working capital
Other receivables 382 7,229
Other payables 3,039 (11,312)
3,421 4,083
-------------- --------------
Net cash flow used in operating
activities (82,678) (56,619)
-------------- --------------
Cash flow from financing activities
Advances from directors (21,917) 14,417
Proceed from issuance of new shares 240,000 - -
Net cash flow from financing activities 218,083 (14,417)
-------------- --------------
Net decrease in cash and cash equivalents 135,405 (42,202)
Cash and cash equivalents at beginning
of period 191,321 295,891
-------------- --------------
Cash and cash equivalents at end
of period 326,726 253,689
-------------- --------------
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSED TO 30 JUNE 2021
Period from 1 January 2021 to 30 June 2021 (unaudited)
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 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
=============== ============ ============
Period from 1 January 2020 to 30 June 2020 (unaudited)
Stated capital Accumulated Total
losses
GBP GBP GBP
As at 1 January 2020 1,200,000 (934,472) 265,528
Loss for the period - (52,536) (52,536)
--------------- ------------ ---------
Total comprehensive loss for
the period - (52,536) (52,536)
--------------- ------------ ---------
As at 30 June 2020 1,200,000 (987,008) 212,992
=============== ============ =========
For the year ended 31 December 2020 (audited)
Stated capital Accumulated Total
losses
GBP GBP GBP
As at 1 January 2020 1,200,000 (934,472) 265,528
Loss for the year - (128,829) (128,829)
--------------- ------------ ----------
Total comprehensive loss for
the year - (128,829) (128,829)
--------------- ------------ ----------
As at 31 December 2020 1,200,000 (1,063,301) 136,699
=============== ============ ==========
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHSED TO 30 JUNE 2021
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 2020 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 2020.
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 2020, which have been prepared in
accordance with International Financial Reporting Standards
("IFRS") as adopted by the European Union.
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 but are not yet effective and in
some cases have not yet been adopted by the EU.
At the date of authorisation of this report, the Directors have
reviewed the standards in issue by the International Accounting
Standards Board ("IASB") and IFRIC, which are effective for
accounting periods ending on or after the stated effective date. In
their view, none of these standards, including IFRS 16, would have
a material impact on the financial statements of the Group for
being non-trading group. The Group does not have any lease which is
material and long term. Accordingly, there were no adjustment as a
consequence of adopting the new standard of IFRS 16.
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 GBP326,726 and on 11 June 2021,
the Company raised GBP240,000 through the issue of 24 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.
On 30 June 2021, the Company announced its attention to acquire
Vox Capital Plc and the process is currently on-going. Should cost
be incurred a as result of the Proposed Transactions, the Company
has entered into a contractual arrangements with Vox Capital Plc to
meet these costs on the company behalf.
The Covid-19 outbreak has not had a significant impact to the
Group's matters to date. The directors will continue to monitor and
assess the ongoing development and respond accordingly.
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 2021. 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 2021 30 June 2020
Loss for the period (GBP) (86,099) (52,536)
Weighted average number of shares
(Unit) 122,651,932 120,000,000
Loss per share (Pence) (0.07)p (0.04)p
5. SHARE CAPITAL
Number of Share
shares capital
GBP
As at 1(st) January 2021
119,999,999 Ordinary shares
of GBP0.01p each 119,999,999 1,200,000
Issuance of new ordinary shares
23,999,999 Ordinary shares of
GBP 0.01p each 23,999,999 240,000
------------- ----------
As at 30(th) June 2021 143,999,998 1,440,000
------------- ----------
On 11 June 2021, the Company issued 23,999,999 new ordinary
shares at a price of GBP 0.01 pence per share raising gross cash
proceeds of GBP240,000 before expenses.
6. DIRECTORS EMOLUMENTS
Directors fee for the period 6 months 6 months
period ended period ended
30 June 2021 30 June 2020
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.
As at As at
30 June 30 December
2021 2020
GBP GBP
Amount due from directors 1 21,918
--------- -------------
8. SEASONAL OR CYCLICAL FACTORS
There are no seasonal factors that materially affect the
operations of the Group.
9. SUBSEQUENT EVENTS
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 for a total consideration of approximately
GBP25,300,000 to be satisfied by the issue of 690,526,810 Ordinary
Shares in the capital of the Company at a price of 1.2 pence per
Ordinary Share and a Convertible Loan Note for the balance, subject
to agreement of such with, amongst others, the FCA. The due
diligence process and communication with the UK Listing Authorities
/ Financial Conduct Authority is on-going and no approval have been
obtained as of the date of this report.
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END
IR MPBPTMTIBMMB
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October 18, 2021 04:43 ET (08:43 GMT)
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