Half-year Report ended 30 June 2022
30/09/2022 07:00
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RNS Number : 2755B Vertu Capital Limited 30 September 2022
VERTU CAPITAL LIMITED
INTERIM REPORT AND FINANCIAL STATEMENTS
FOR THE MONTH ENDED 30 JUNE 2022
CHAIRMAN'S STATEMENT
FOR THE SIX MONTHS ENDED 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 £61,478
(£0.04p per share). As at 30 June 2022, the Group had cash in bank balance of
£197,828.
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 MONTHS ENDED 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 MONTHS ENDED 30 JUNE 2022
6 months period ended 6 months period ended
30-June-22 30-June-21
Notes £ £
(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 share (pence) 4 (0.04) p (0.07) 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
£ £ £
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 MONTHS ENDED 30 JUNE 2022
6 months 6 months
period ended period ended
30-Jun-22 30-Jun-21
£ £
(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 MONTHS ENDED 30 JUNE 2022
Period from 1 January 2022 to 30 June 2022 (unaudited)
Stated capital Accumulated losses Total
£ £ £
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 capital Accumulated losses Total
£ £ £
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 losses Total
£ £ £
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 ("£").
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 £197,828 and on 30 June 2022, with £1,440
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 period ended 6 months period ended
30-June-22 30-June-21
Loss for the period (£) (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 of Share Share
Capital
£
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
£ £
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 ended period ended
30-Jun-22 30-Jun-21
£ £
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 (http://www.vertucapital.co.uk/) .
* * ENDS * *
For further information:
Vertu Capital Limited +603 5613 3388
Du Kiat Wai "William" - Chairman
www.vertucapital.co.uk (http://www.vertucapital.co.uk/)
Optiva Securities Ltd +44 (0) 20 3137 1904
Jeremy King - (Financial Adviser)
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