VCBC.L Regulatory News (VCBC)

Vertu Capital Limited

30 April 2018

Vertu Capital Limited

("VERTU" OR "THE COMPANY")

Vertu Announces Publication of 2017 Annual Report

London, 30 April 2018: 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 2017.

The financial information set out below does not constitute the Company's statutory accounts for the period ending 31 December 2017. The financial information for 2017 is derived from the statutory accounts for that year. The auditors, Crowe Clark Whitehill LLP, have reported on the 2017 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 2016 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 2017. 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

ENDS

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 2017

OFFICERS AND PROFESSIONAL ADVISORS

CHAIRMAN'S STATEMENT

FOR THE YEAR ENDED TO 31 DECEMBER 2017

I have pleasure in presenting the financial statements of Vertu Capital Limited (the "Company") for the year ended 31 December 2017.

In previous 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 £350,000 payable in cash on completion. Regrettably the letter of intention entered into was terminated by mutual consent during the year and was publicly announced on 12 February 2018.

Following the terminations of potential acquisition of VCB Malaysia, the Company aim to identify target companies or business.

On 26 March 2018 the Company increased its paid-up capital through issuance of 19,999,999 new ordinary shares at a price of 1.025 pence per share raising gross cash proceeds of £205,000 before expenses.

The Company reported a net loss of £129,319 (0.13p per share) for the year 2017. As at 31 December 2017, the Company had cash at bank of £421,255.

The Company had reported a net loss of £216,094 (0.22p per share) for the year 2016.

The main expense for the Company 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 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

27 April 2018

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

Directors' report

The Directors present their report together with the audited financial statements, for the year ended 31 December 2017.

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 12. 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, the Company is pursuing specific processes to identify a suitable acquisition in order to secure the best possible value for shareholders, consistent with achieving both capital growth and income for shareholders.

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

In 2016 it was proposed through letter of intent for the Company to acquire the entire issued share capital of VCB Malaysia Berhad, a company incorporated in Malaysia for consideration of £350,000 payable in cash on completion.

On 18 February 2018 it was announced the proposed acquisition has been terminated.

On 26 March 2018 the Company increased its paid-up capital through issuance of 19,999,999 new ordinary shares at a price of 1.025 pence per share raising gross cash proceeds of £205,000 before expenses.

Directors

The Directors of the Company during the year were:

William Du Kiat Wai 

Shunita Maghji

Simon James Retter

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 31 December 2017.

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 financial statements in accordance with applicable law and regulations.

The directors are responsible to prepare financial statements for each financial year. The IAS Regulation requires the directors to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs') as adopted by the EU and applicable law.

The directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- Properly select and apply accounting policies;

- Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- 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; and

- Make an assessment of the company's ability to continue as a going concern.

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.

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 27 April 2018 and is signed on its behalf by;

William Du Kiat Wai

Director

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VERTU CAPITAL LIMITED

We have audited the financial statements of Vertu Capital Limited (the "Company") for the year ended 31 December 2017, which comprise:

· the statement of comprehensive income for the year ended 31 December 2017;

· the statements of financial position as at 31 December 2017;

· the statements of cash flows and statements of changes in equity for the year then ended; and

· notes to the financial statements, which include a summary of significant accounting policies and other explanatory information.

The financial reporting framework that has been applied in the preparation of the Company financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion:

· give a true and fair view of the state of the Company's affairs as at 31 December 2017 and of the Company's loss for the period then ended; and

· have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which ISAs (UK) require us to report to you when:

· The directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

· The directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Overview of our audit approach

Materiality

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.

Based on our professional judgement, we determined overall materiality for the Company financial statements as a whole to be £11,000 (2016: £15,000), based on 3% of the Company's net assets at the year end.

We use a different level of materiality ('performance materiality') to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment.

Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors' remuneration.

We agreed with the Audit Committee to report to it all identified errors in excess of £550 (2016: £750). Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit

We performed a full scope audit on the company in accordance with International Standards on Auditing (UK) ("ISAs (UK)").

We designed our audit by determining materiality and assessing the risks of material misstatement in the financial statements. In particular, we looked at areas where the Directors made subjective judgements, which involved making assumptions and considering future events that are inherently uncertain, such as their going concern assessment.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Our audit procedures in relation to the matter were designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on the matter individually and we express no such opinion.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of the directors for the financial statements

As explained more fully in the directors' responsibilities statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the Company's members, in accordance with the terms of our engagement letter. 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 as a body, for our audit work, for this report, or for the opinions we have formed.

Stephen Bullock (Senior Statutory Auditor)

for and on behalf of

Crowe Clark Whitehill LLP

Statutory Auditor

London

27 April 2018

The notes to the financial statements form an integral part of these financial statements

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

The notes to the financial statements form an integral part of these financial statements

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2017

Year ended 31 December 2017

Year ended 31 December 2016

The notes to the financial statements form an integral part of these financial statements

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

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 ("£").

Standards and interpretations issued but not yet applied

A number of new standards, amendments and interpretations are effective for annual periods beginning on or after 1 January 2018, and have not been early adopted in preparing these financial statements. The Company has considered the impact of these, including IFRS 9 and IFRS 15, and concluded that none of these are expected to have a significant effect on the financial position or results of the Company.

Comparative figures

Comparative figures are stated for year ended 31 December 2016.

Going concern

The Company had a cash surplus of approximately £421,255, 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 the financial statements.

On 26 March 2018, a further £205,000 of cash was raised by the issue of new ordinary shares in the Company as detailed under note 17 of these financial statements.

These financial statements have 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 Company's nature of operations is to act as a special purpose acquisition Company. This significantly reduces the level of estimates and assumptions required.

4. LOSS BEFORE TAXATION

The loss before income tax is stated after charging:

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 2017. 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

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

8. SHARE CAPITAL & RESERVES

9. DIRECTORS EMOLUMENTS

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 flow 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 have foreign operations 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:

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:

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 year ended on 31 December 2017, transactions with the directors amounted to £47,500 (£10,000). As at balance sheet date, an amount of £16,250 was due to the directors (2016: nil). The balance is interest free and repayable on demand.

16. CONTROL

The Directors consider there is no ultimate controlling party.

17. SUBSEQUENT EVENTS

On 26 March 2018, the Company announces it has issued 19,999,999 new ordinary shares in the Company at a price of 1.025 pence per share, raising gross cash proceeds of £205,000 before expenses. The new shares represent 16.7 per cent of the Company's issued ordinary share capital immediately following Admission.

The new shares rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive dividends and other distributions declared following Admission.

In accordance with the requirements of the FCA's Disclosure Guidance and Transparency Rules 5.6.1R, the Company confirms that, as of 29 March 2018, the Company's issued share capital consists of 119,999,999 ordinary shares of £0.01, each with equal voting rights.