The legal and commercial name of the issuer as at the date of this Document is Vertu Capital Limited (the Company). The Company will be renamed Vox Valor Capital Limited on Admission. The Company’s International Securities Identification Number (ISIN) is KYG9507A1094 as at the date of the Document and Admission date is October, 31 2022.
The Company can be contacted by writing at its registered office located and by telephone under number:
Forbes Hare Trust Company Limited
Cassia Court, Camana Bay
Suite 716, 10 Market Street
Grand Cayman KY1-9006
The Company was incorporated on 12 September 2014 as an exempted company with limited liability under the Companies Act with an indefinite life and registration number 291725.
The principal legislation under which the Company operates and under which the Ordinary Shares have been created is the Companies Act and it is not subject to the provisions of the City Code.
The Company is domiciled in the Cayman Islands.
The Company’s Ordinary Shares were admitted to the Official List by way of a Standard Listing and to trading on the London Stock Exchange’s main market for listed securities on 19 January 2015. The Company was formed to undertake one or more acquisitions of a majority interest in a company, business, or asset. On 2022, the Company entered into a sale and purchase agreement with the Vox Sellers pursuant to which the Company agreed to acquire the entire issued share capital of Vox Capital Ltd (Vox Capital). The Acquisition will constitute a reverse takeover for the purposes of Listing Rule 5.6.4 and therefore the Company has reapplied for the admission of its Ordinary Share capital to the Standard Segment of the Official List and to trading on the Main Market of the London Stock Exchange.
Number of securities in issue and the percentage of securities in public hands — 2,368,395,171 shares in issue, 12.45% in public hands. The amount and percentage of immediate dilution assuming full exercise of rights of conversion: 2,414,228,504 shares on a fully diluted basis.
A list of the shareholders holding more than five per cent of the issuer’s share capital or voting rights and the percentage held by such shareholders:
Vox Valor Holdings, 1,483,476,364 (62.64%)
Sergey Konovalov, 404,384,874 (17.07%)
Pavel Vasilchenko, 164,739,154 (6.96%)
There are no restrictions on their transfer.
Vox Capital was incorporated on 7 May 2020 as a vehicle to consolidate businesses in the digital marketing, advertising and content sector. To date, Vox Capital has acquired a 100% interest in Mobio Global Limited (Mobio), a UK digital marketing company and has also acquired an equity interest in another trading business: Airnow PLC, a UK based app monetization and marketing group.
The Directors of Vox Valor are committed to ensuring that appropriate standards of corporate governance are maintained and intend, given the Company’s size and the constitution of the Board, to comply with the principles set out in the QCA Code. The QCA Code sets out a standard of minimum best practice for small and mid-size quoted companies. The Board has established an Audit Committee and a Remuneration Committee and will consider introducing further committees as the Company develops.
Novum Securities Limited, has been appointed by the Company as financial adviser and in connection with Admission. Novum Securities Limited is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in relation to Admission and the arrangements referred to in this Document.
Novum Securities Limited
2nd Floor, Berkeley House
57 Berkeley Square
John has over 20 years' experience as a director and chairman of various private and public listed companies, and environmental charities. He currently serves as the non-executive chairman of two other public listed companies and as non-executive director and head of the audit and governance committees for another two. He holds a BSc(Hons) in Biology and Environmental Science, LLB, JD and LLM in international finance, tax and environmental law.
He started his career as a commercial litigator before joining the non-dollar derivatives, tax structuring desk of Merrill Lynch International in 1990. He then held increasingly senior positions with ICAP, CEDEF, ABN AMRO Bank NV, CIBC, and the World Bank as a lawyer, investment banker, broker, and strategy consultant over his career. From 2004 to 2012 he was a partner with JAS Financial Products LLP, an alternative asset manager. From 2012 to 2017 he served as Chairman and CEO of Midpoint Holdings Limited, the world's first peer-to-peer FX company which he co-founded and listed via reverse takeover. He has co-founded three other businesses, and currently guest lectures on ESG in the graduate business school at Kings College London.
Simon graduated from the University of Bristol in 2003 with a BSc Upper Second-Class Honours in Accounting & Finance and started his career at Deloitte LLP where he qualified as a chartered accountant. He specialised in corporate finance co-ordinating reporting accountant’s work for AIM IPOs, preparing Long-form/Accountants Reports/Working Capital Reports and producing acquisition due diligence reports.
Simon has been a Financial Director at Paragon Diamonds Ltd since April 2010 whereas an original founding director he had sole responsibility for managing the IPO process and has raised £9 million in new equity to date. Simon is also currently a Non-Executive Director at Equatorial Mining & Exploration plc (AQSE: EM.P) and Finance Director at a newly incorporated investment vehicle targeting the finance and technology sectors.
Simon has extensive experience in public markets, specifically reverse takeovers, IPOs, and secondary fundraising combined with high pressure and dynamic environments encountered in the start-up and growth phase of businesses.
Rumit is an experienced finance professional and a chartered accountant and member of the ICAEW (Institute of Chartered Accountants in England and Wales).
Rumit worked as a director at the structured finance department of Deutsche Bank in London and was a partner at JAS Financial Products LLP and is currently the director and owner of consultancy and investment firm Intrinzik Limited.
Konstantin is a finance professional, certified accountant and auditor, member of ACCA (Association of Chartered Certified Accountants) with proven track-record of successfully completed audit, risk-management and consulting projects. Konstantin is experienced in strategic planning, financial management and risk assessment, gained this experience while working for clients and companies that were based in Russia, US, Europe and Central Asia, leveraging 20+ years of corporate finance and audit expertise with market leaders such as KPMG. Konstantin obtained an MBA degree from IMB business school.
Prospectus would be published once approved.
Reports would be published once the Prospectus would be approved.
None made so far.
None made so far.