VCBC.L Regulatory News (VCBC)

VERTU CAPITAL LIMITED

DIRECTOR'S STATEMENT

FOR THE SIX MONTHS ENDED 30 JUNE 2017

I have pleasure in presenting the condensed financial statements of Vertu Capital Limited (the "Company" or "Vertu") for the period from 1 January 2017 to 30 June 2017.

During the financial period, the Company reported a net loss of £58,362 (0.06p per share). As at 30 June 2017, the Company had cash in bank balance of £509,677.

As reported earlier in 2016, the Company had 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. 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 with UK Listing Authority ('UKLA'), there can be no certainty that any transaction will occur. Should the proposed transaction be complete it would constitute a reverse takeover requiring compliance with the relevant provisions in the Listing Rules.

The Board looks forward to receiving feedback for approval from the UKLA for the said acquisition and will provide further updates to the shareholders in due course.

Responsibility Statement

The Directors are responsible for preparing the Condensed 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 Directors confirm that, to the best of their knowledge, this condensed consolidated interim report has 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 condensed 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.

Kiat Wai Du

Non-Executive Chairman

8 September, 2017

 CONDENSED STATEMENT OF COMPREHESIVE INCOME FOR THE SIX MONTHS ENDED 30 JUNE 2017

CONDENSED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2017 

CONDENSED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2017

 STATEMENT OF CHANGES IN EQUITY (UNAUDITED)FOR THE SIX MONTHS ENDED 30 JUNE 2017Period from 1 January 2017 to 30 June 2017 (unaudited)

Period from 1 January 2016 to 30 June 2016 (unaudited)

For the year ended 31 December 2016 (audited)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM 1 JANUARY 2017 TO 30 JUNE 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

Basis of preparation

The condensed interim financial information for the six month period ended 30 June 2017 has 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 2016.

The condensed interim financial information has been prepared on a basis consistent with, and on the basis of, the accounting policies set out in the audited financial statements of the Company for the year ended 31 December 2016, which have been prepared in accordance with IFRSs as adopted by the European Union.

The condensed interim financial information is presented in British Pound Sterling ("£").

Going concern

The condensed interim 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

3. 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 period ended 30 June 2017. As a consequence no tax charge arise and no deferred income tax asset has been recognised in respect of losses.

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

5. STATED CAPITAL & RESERVES

6. DIRECTORS EMOLUMENTS

During the period to 30 June 2017 there were no staff costs as no staff were employed by the Company, other than the directors. Aggregate directors' fees for the period were £17,500.

7. RELATED PARTY TRANSACTIONS

Key management are considered to be the directors, whose emoluments are disclosed in note 6.

During the period the Company did not enter into any material transactions with related parties.

8. SEASONAL OR CYCLICAL FACTORS

There are no seasonal factors that materially affect the operations of any company in the Group.

9. SUBSEQUENT EVENTS

There are no subsequent events requiring disclosure in these financial statements.