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Vertu Capital Ltd (VCBC)

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Friday 29 April, 2016

Vertu Capital Ltd

Final Results & Notice of AGM

RNS Number : 8463W
Vertu Capital Limited
29 April 2016
 

 

THIS ANNOUNCMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

 

 

Vertu Capital Limited

("VERTU" or the "COMPANY")

 

 

Vertu Announces Publication of 2015 Annual Report and Notice of Annual General Meeting

 

London, 29 April 2016: Vertu Capital Limited (the "Company"), established to acquire a target company or business in the financial services sector, gives notice that the Annual General Meeting ("AGM") of the Company will be held at its head office at Suite A-02-02, 2nd Floor, Empire Office Tower, Jalan SS16/1, Subang Jaya, 47500 Selangor, Malaysia on 23rd May 2016.

 

The Company is also pleased to announce the publication of its financial results for the period ended 31 December 2015.

 

Highlights for the period:

 

-       Company formed in September 2014

-       Advisers appointed in pursuit of objectives

-       Investors secured for Initial Public Offering ("IPO") in early 2015

-       IPO completed and Company shares admitted to the Official List (by way of a Standard Listing) and to trading on the main market of the London Stock Exchange in January 2015

Highlights subsequent to the period

 

-       On 19 April 2016 the Company announced that it 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.

The financial information set out below does not constitute the Company's statutory accounts for the period ending 31 December 2015.  The financial information for 2015 is derived from the statutory accounts for that year.  The auditors, Crowe Clark Whitehill, have reported on the 2015 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 preliminary announcement has been prepared on the basis of the accounting policies as stated in the financial statements for the period ended 31 December 2015.  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

 

Enquiries

 

For further information please contact:

 

William Du

Tel: +603 5613 3388

Fax: +603 5613 3399

Email: [email protected]

 

 

CHAIRMAN'S STATEMENT

FOR THE PERIOD FROM 12 SEPTEMBER 2014 TO 31 DECEMBER 2015

 

I have pleasure in presenting the financial statements of Vertu Capital Limited (the "Company") for the period from the date of incorporation on 12 September 2014 to 31 December 2015.

 

On 19 January 2015, the Company was successfully admitted to Standard Listing on the Official List and to trading on the London Stock Exchange's main market for listed securities.

 

Upon Admission the share capital of the Company was increased from £200,000, the amount when it was incorporated, to £1,000,000.

 

During the financial period, the Company reported a net loss of £272,001 (0.35p per share). As at 31 December 2015, the Company had cash at bank of £788,285.

 

The Board has actively reviewed a number of potential acquisition opportunities across the sector, none of which has met the necessary criteria for selection. To date, no acquisition has been made.

 

The Board looks forward to providing further updates to shareholders in due course.

 

Chairman

William Du

29 April 2016

 

 

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM 12 SEPTEMBER 2014 TO 31 DECEMBER 2015

 

 

 

Notes

 

£

 

 

 

 

REVENUE

 

 

-

 

 

 

-

Listing expenses

 

 

(232,257)

Other operating expenses

4

 

(39,744)

OPERATING LOSS BEFORE TAXATION

 

 

(272,001)

Income tax expense

5

 

-

LOSS FOR THE PERIOD ATTRIBUTABLE TO

EQUITY HOLDERS OF THE COMPANY

 

 

(272,001)

 

 

 

 

OTHER COMPREHENSIVE INCOME

 

 

 

Other comprehensive income

 

 

-

 

 

 

 

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

 

 

(272,001)

 

 

 

 

Basic and diluted loss per share (pence)

7

 

(0.35) p

 

 

 

 

 

 

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

 

 

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2015

 

 

Notes

 

£

 

 

 

 

 

CURRENT ASSETS

 

 

 

Other receivables

Cash and cash equivalents

6

 

 

6,349

788,285

 

 

 

794,634

CURRENT LIABILITIES

 

 

 

Other payables

Amount owing to directors

 

 

 

43,592

23,043

 

 

 

66,635

NET ASSETS

 

 

727,999

 

 

 

 

EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY

 

 

 

Share capital

Retained earnings

8

 

 

1,000,000

(272,001)

TOTAL EQUITY

 

 

727,999

 

 

 

 

 

 

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM 12 SEPTEMBER 2014 TO 31 DECEMBER 2015

 

 

Notes

 

£

 

 

 

 

Cash flow from operating activities

 

 

 

Loss before tax

 

 

(272,001)

Changes in working capital

Other receivables

Other payables

Amount owing to directors

 

 

 

(6,349)

43,592

23,043

 

 

 

60,286

Net cash outflow from operating activities

 

 

(211,715)

 

 

 

 

Cash flow from financing activities

 

 

 

Proceeds from issue of share

 

 

1,000,000

Net cash inflow from financing activities

 

 

1,000,000

 

 

 

 

Net increase in cash and cash equivalents

 

 

788,285

Cash and cash equivalents at beginning of period

 

 

-

Cash and cash equivalents at end of period

 

 

788,285

 

 

 

 

 

 

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD FROM 12 SEPTEMBER 2014 TO 31 DECEMBER 2015

 

 

Share capital

 

Retained earnings

 

 

Total

Comprehensive income for the period

 

 

 

 

 

Loss for the period

-

 

(272,001)

 

(272,001)

Total comprehensive loss for the period

-

 

(272,001)

 

(272,001)

Transactions with owners

 

 

 

 

 

Shares issued on incorporation

-

 

-

 

-

Issue of ordinary shares

1,000,000

 

-

 

1,000,000

 

 

 

 

 

 

As at 31 December 2015

1,000,000

 

(272,001)

 

727,999

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM 12 SEPTEMBER 2014 TO 31 DECEMBER 2015

 

 

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

 

At the date of authorisation of this financial information, the directors have reviewed the Standards in issue by the International Accounting Standards Board ("IASB") and IFRIC, which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial reporting of the Company.

 

Comparative figures

 

No comparative figures have been presented as the financial information covers the period from incorporation on 12 September 2014 to 31 December 2015.

 

Going concern

 

This financial statement has 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 preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of income, expenditure, assets and liabilities. Estimates and judgements are continually evaluated, including expectations of future events to ensure these estimates to be reasonable.

 

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The Company's nature of operations is to act as a special purpose acquisition Company. Thus significantly reduces the level of estimates and assumptions required.

 

 

4.    LOSS BEFORE TAXATION

 

The loss before income tax is stated after charging:

 

 

£

Rental of premises

8,000

 

 

Auditors' remuneration:

 

Fees payable to the Company's auditor for the audit of the Company's annual accounts

 

10,000

Fees payable to the Company's auditor for other services:

Other services relating to the IPO transaction work

 

12,500

 

 

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 period ended 31 December 2015. 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

 

Prepayments

£6,349

 

 

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.

 

 

Earnings

Weighted average number of shares

Per-share amount

 

£

Unit

Pence

Loss per share attributed to ordinary shareholders

78,273,684

(0.35)

 

8.    SHARE CAPITAL & RESERVES

 

Allotted, called up and fully paid (Ordinary shares of £0.01 each):

 

 

Number of shares

£

On incorporation

1

-

Issue of shares - 12 September 2014

19,999,999

200,000

Issue of shares - 19 January 2015

80,000,000

800,000

 

100,000,000

1,000,000

 

On 12 September 2014, the Company was authorised to issue 200,000,000 shares of a nominal or par value of £0.01 each of one class, designated as Ordinary Shares. On 12 September 2014, Offshore Incorporations (Cayman) Limited subscribed for one Ordinary Share of £0.01 in the Company. On the same date, Offshore Incorporations (Cayman) Limited transferred its one Ordinary Share of £0.01 in the Company to Nordic Alliance Holdings Limited and the Company issued a further 19,999,999 Ordinary Shares of £0.01 each to Nordic Alliance Holdings Limited.

 

On 19 January 2015, the Company issued 80,000,000 Ordinary shares of £0.01 each at par as part of the Initial Public Offering of the Company's shares.

 

 

9.    DIRECTORS EMOLUMENTS

 

Directors fee for the period

£

William Du Kiat Wai

5,000

Shunita Maghji

5,000

Darren Hopkins

2,500

 

12,500

 

During the period to 31 December 2015 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 operate internationally 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:

 

 

£

Financial assets

 

 

Loans and receivables

 

 

Other receivables

 

6,349

Cash and cash equivalents

 

788,285

 

 

--------------------

Total financial assets

 

794,634

 

 

==============

 

 

 

Financial liabilities measured at amortised cost

 

 

Amount owing to directors

 

23,043

Other payables

 

43,592

 

 

--------------------

Total financial liabilities

 

66,635

 

 

==============

 

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:

 

 

 

Land and buildings

 

 

£

Leases which expire:

 

 

Not later than one year

 

8,571

Later than one year and not later than five years

 

8,571

 

 

==============

 

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 period the Company did not enter into any material transactions with related parties. As at balance sheet date, the amounts due to the directors were £23,043.

 

 

16.  CONTROL

 

The Directors consider there is no ultimate controlling party.

 

 

17.  SUBSEQUENT EVENTS

 

On 19 April 2016 the Company announced that it 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. Accordingly, while discussions regarding the proposed acquisition continue in accordance, there can be no certainty that any transaction will occur.  Should the proposed transaction complete it would constitute a reverse takeover requiring compliance with the relevant provisions in the Listing Rules. VCB Malaysia Berhad was established in Malaysia in 1999.  It is a management consulting firm that provides financial consultancy and support services in the areas of corporate finance and investment banking and advice to high net worth individuals seeking growth and steady income from their capital as well as providing corporate finance advice to growth companies.

 

Copies of the Annual Report and Notice of AGM are now available to the public on the Company's website at www.vertucapital.co.uk

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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