6 Sep 2019 08:00
VERTU CAPITAL LIMITED
CHAIRMAN 'S STATEMENT
FOR THE SIX MONTHS ENDED 30 JUNE 2019
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 2019 to 30 June 2019.
During the financial period, the Group reported a net loss of £65,520 (0.05p per share). As at 30 June 2019, the Group had cash in bank balance of £386,229.
In the past year, the Company had explored several preliminary proposals as potential acquisition targets but none seemed feasible for further considerations and as such the Company is actively looking to identify other suitable target companies or businesses.
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
6 September, 2019
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 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.
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
6 September, 2019
CONDENSED CONSOLIDATED STATEMENT OF COMPREHESIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2019
|
|
| 6 months period ended 30 June 2019 |
| 6 months period ended 30 June 2018 |
| Notes |
| £ |
| £ |
|
|
| (Unaudited) |
| (Unaudited) |
|
|
|
|
|
|
Operating expenses |
|
| (65,520) |
| (76,960) |
OPERATING LOSS BEFORE TAXATION |
|
| (65,520) |
| (76,960) |
Income tax expense | 3 |
| - |
| - |
LOSS FOR THE PERIOD ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY |
|
| (65,520) |
| (76,960) |
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME |
|
|
|
|
|
Other comprehensive income |
|
| - |
| - |
|
|
|
|
|
|
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD |
|
| (65,520) |
| (76,960) |
|
|
|
|
|
|
Basic and diluted loss per share (pence) | 4 |
| (0.05) p |
| (0.07) p |
|
|
|
|
|
|
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
|
|
| As at 30 June 2019 |
| As at 30 June 2018 |
| As at 31 December 2018 |
| Notes |
| £ |
| £ |
| £ |
|
|
| (Unaudited) |
| (Unaudited) |
| (Audited) |
CURRENT ASSETS |
|
|
|
|
|
|
|
Other debtors |
|
| - |
| 194,750 |
| - |
Prepayments |
|
| 10,135 |
| 5,550 |
| 6,795 |
Cash and cash equivalents |
|
| 386,229 |
| 351,696 |
| 488,912 |
|
|
| 396,364 |
| 551,996 |
| 495,707 |
CURRENT LIABILITIES |
|
|
|
|
|
|
|
Other payables |
|
| 33,660 |
| 43,870 |
| 43,585 |
Amount owing to directors |
|
| 12,501 |
| 2,500 |
| 36,399 |
|
|
| 46,161 |
| 46,370 |
| 79,984 |
NET ASSETS |
|
| 350,203 |
| 505,626 |
| 415,723 |
|
|
|
|
|
|
|
|
CAPITAL AND RESERVE |
|
|
|
|
|
|
|
Stated capital | 5 |
| 1,200,000 |
| 1,200,000 |
| 1,200,000 |
Accumulated losses |
|
| (849,797) |
| (694,374) |
| (784,277) |
TOTAL EQUITY |
|
| 350,203 |
| 505,626 |
| 415,723 |
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2019
|
|
| 6 months period ended 30 June 2019 |
| 6 months period ended 30 June 2018 |
|
|
| £ |
| £ |
|
|
| (Unaudited) |
| (Unaudited) |
Cash flow from operating activities |
|
|
|
|
|
Operating loss |
|
| (65,520) |
| (76,960) |
Changes in working capital |
|
|
|
|
|
Other receivables |
|
| (3,339) |
| 1,013 |
Other payables |
|
| (9,926) |
| 20,138 |
Advances from directors |
|
| (23,898) |
| (13,750) |
|
|
| (37,163) |
| 7,401 |
Net cash flow used in operating activities |
|
| (102,683) |
| (69,559) |
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
| (102,683) |
| (69,559) |
Cash and cash equivalents at beginning of period |
|
| 488,912 |
| 421,255 |
Cash and cash equivalents at end of period |
|
| 386,229 |
| 351,696 |
|
|
|
|
|
|
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED TO 30 JUNE 2019
Period from 1 January 2019 to 30 June 2019 (unaudited)
| Stated capital | Share premium | Accumulated losses | Total |
| £ | £ | £ | £ |
As at 1 January 2019 | 1,200,000 | - | (784,277) | 415,723 |
Loss for the period | - | - | (65,520) | (65,520) |
Total comprehensive loss for the period | - | - | (65,520) | (65,520) |
|
|
|
|
|
As at 30 June 2019 | 1,200,000 | - | (849,797) | 350,203 |
Period from 1 January 2018 to 30 June 2018 (unaudited)
| Stated capital | Share premium | Accumulated losses | Total |
| £ | £ | £ | £ |
As at 1 January 2018 | 1,000,000 | - | (617,414) | 382,586 |
New issuance | 200,000 | 5,000 | - | 205,000 |
Issuance cost | - | (5,000) | - | (5,000) |
Proceed from share issue | 200,000 | - | - | 200,000 |
|
|
|
|
|
Loss for the period | - | - | (76,960) | (79,960) |
Total comprehensive loss for the period | - | - | (76,960) | (79,960) |
|
|
|
|
|
As at 30 June 2018 | 1,200,000 | - | (694,374) | 505,626 |
For the year ended 31 December 2018 (audited)
| Stated capital | Share premium | Accumulated losses | Total |
| £ | £ | £ | £ |
As at 1 January 2018 | 1,000,000 |
| (617,414) | 382,586 |
New issuance | 200,000 | 5,000 | - | 205,000 |
Issuance cost | - | (5,000) | - | (5,000) |
Proceed from share issue | 200,000 | - | - | 200,000 |
|
|
|
|
|
Loss for the year | - | - | (166,863) | (166,863) |
Total comprehensive loss for the year | - | - | (166,863) | (166,863) |
|
|
|
|
|
As at 31 December 2018 | 1,200,000 | - | (784,277) | 415,723 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED TO 30 JUNE 2019
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.
In 2018 the Company incorporated a wholly owned subsidiary in the United Kingdom. These non-statutory 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 2019 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 2018.
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 2018, 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 ("£").
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
3. INCOME TAX EXPENSE
The Group is regarded as resident for the tax purposes in Cayman Islands.
No tax is applicable to the Group for the period ended 30 June 2019. 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
| 6 months period ended 30 June 2019 |
| 6 months period ended 30 June 2018 |
Loss for the period (£) | (65,520) |
| (76,960) |
Weighted average number of shares (Unit) | 120,000,000 |
| 110,718,232 |
Loss per share (Pence) | (0.05)p |
| (0.07)p |
5. STATED CAPITAL
| Number of shares |
| Share capital £ |
| Share premium £ |
Allotted, called up and fully paid |
|
|
|
|
|
100,000,000 Ordinary shares of £0.01 each | 100,000,000 |
| 1,000,000 |
| - |
At 30 June 2017 and 31 December 2017 | 100,000,000 |
| 1,000,000 |
| - |
|
|
|
|
|
|
19,999,999 Ordinary shares of £0.01 each | 19,999,999 |
| 200,000 |
| 5,000 |
Share issue cost |
|
| - |
| (5,000) |
At 30 June 2018 and 30 June 2019 | 119,999,999 |
| 1,200,000 |
| - |
On 26 March 2018, the Company issued 19,999,999 new ordinary shares at a price of 1.025 pence per share raising gross cash proceeds of £205,000 before expenses.
6. DIRECTORS EMOLUMENTS
During the period to 30 June 2019 there were no staff costs as no staff were employed by the Company, other than the directors. Aggregate directors' fees for the period were £26,102 (2018: £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.
| As at 30 June 2019 |
| As at 30 June 2018 |
| £ |
| £ |
|
|
|
|
Amount due to directors | 12,501 |
| 2,500 |
8. SEASONAL OR CYCLICAL FACTORS
There are no seasonal factors that materially affect the operations of the Group.
9. SUBSEQUENT EVENTS
There are no subsequent events requiring disclosure in these consolidated interim financial statements.