TIDMCCAP

RNS Number : 7350D

Conduity Capital PLC

30 June 2021

Conduity Capital Plc

Final Results

30 June 2021

For immediate release

Certain information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon publication of this Announcement, this information is now considered to be in the public domain.

CONDUITY CAPITAL PLC

("Conduity Capital" or "the Company")

Final Results for the year ended 31 December 2020

Conduity Capital Plc (LSE: CCAP) announces its final results for the year ended 31 December 2020.

CHAIRMAN'S STATEMENT

The Company had been seeking to grow through acquisition for a number of years, with a view to mitigate against the decline in sales and shareholder value as a result of difficult trading conditions facing its existing business in Singapore. On 14 April 2020, the Company issued a trading update which included a notification that the Singapore Government had announced that all non-essential businesses would be closed from 7 April 2020 for one month to combat the spread of the COVID-19 virus. This measure meant that the Group's operations were closed for that period. The Singapore Government subsequently extended this measure and shops were only allowed to re-open on 19 June 2020. On the 30 September 2020, we published the Group's unaudited revenue for the six months ending 30 June 2020 which was 38% lower than that of the same period in the previous year and trading since our re-opening did not appear to be recovering to pre-COVID-19 virus levels. The uncertainty created by this extended measure, and our trading after 19 June 2020, made it very difficult to assess the outlook and prospects for the business in its current form.

Having considered options in detail with our advisers, the Directors at the time concluded that the best option for shareholders would be to dispose of its Singapore subsidiary, New Trend Lifestyle Pte. Ltd, and raise additional funds to consider new business opportunities and search for a potential acquisition. It has been clear that the ability of the Company to raise significant funds historically has been difficult due to the trading history of the Group. No acquisition targets had been identified at that time; however, the Directors believed that a significant cash injection would enable the Company to accelerate the search for new opportunities. Therefore, the Company proposed to dispose of its 85.71% owned subsidiary New Trend Lifestyle Pte. Ltd to Phang Song Hua, a substantial shareholder and Chief Executive Officer of the Company and shareholder approval was sought for this at a General Meeting on 1 October 2020 as required under AIM Rule 15. The Company also raised GBP1,000,000 by way of a placing of new ordinary shares and changed its name to Conduity Capital plc.

At the same time other than Greg Collier, all the members of the board resigned and Nicholas Lee joined the board as a non-executive director.

Following completion of the Disposal, the Company became an AIM Rule 15 cash shell and as such is required to make an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules)) on or before the date falling six months from completion of the Disposal or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least GBP6 million), {less the consideration received}, failing which, the Company's Ordinary Shares would then be suspended from trading on AIM pursuant to AIM Rule 40. As no acquisition had been made, trading in the Company's shares on AIM was suspended on 6 April 2021. Admission to trading on AIM will be cancelled six months from the date of suspension should the reason for the suspension not have been rectified.

On 6 April 2021, trading in the Company's shares on AIM was suspended under AIM Rule 15 and the shares remain suspended.

OUTLOOK

Since becoming an AIM Rule 15 cash shell on 2 October 2020, the Board has had discussions with a number of different businesses, which has included the undertaking of some detailed due diligence work. On 24 March 2021, the Board announced that it had also decided to explore the raising of additional funds to enable the Company to become an investing company quoted on AIM. This proposed strategy would involve the Company becoming an AIM Rule 8 investing company which would involve a further fundraising from investors of at least GBP6 million at the time of re-Admission to trading on AIM and the adoption of a suitable investing policy.

The Board continues to explore a range of alternative structures and investment strategies focused on creating value for its existing shareholders.

ANNUAL REPORT AND ACCOUNTS AND NOTICE OF ANNUAL GENERAL MEETING

The Annual Report and Accounts and Notice of Annual General Meeting have been published and are available to view and download from the Company's website at www.conduitycapital.co.uk and have arranged for these to be posted to shareholders today.

For further Information please contact:

 
 Conduity Capital Plc 
  Gregory Collier, Non-Executive Chairman               +44 (0) 7830 
  www.conduitycapital.co.uk                                   182501 
 SPARK Advisory Partners Limited (Nominated Adviser) 
  Mark Brady 
  Neil Baldwin                                           +44 (0) 203 
  www.sparkadvisorypartners.com                             368 3551 
 Peterhouse Capital Limited (Broker) 
  Eran Zucker/Lucy Williams                              +44 (0) 207 
  www.peterhousecap.com                                     496 0930 
 

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2020

 
                                                                      Restated 
                                                  Year ended        Year ended 
 Continuing operations                      31 December 2020  31 December 2019 
                                                     GBP'000           GBP'000 
-----------------------------------------   ----------------  ---------------- 
 
Personnel expenses                                      (87)              (32) 
Administrative expenses                                (282)           (1,640) 
Gain on disposal of investment                           279                 - 
Loss before tax                                         (90)           (1,672) 
Income tax (charges) / credits                             -                 - 
                                            ----------------  ---------------- 
Loss for the year                                       (90)           (1,672) 
Other comprehensive income 
            Movement in foreign currency 
             reserve                                     (1)               200 
                                            ----------------  ---------------- 
                                                         (1)               200 
 
Loss and total comprehensive 
 income for the year                                    (91)           (1,472) 
                                            ================  ================ 
 
Basic and diluted loss per 
 share (pence)                                       (0.002)           (0.007) 
 
 

The notes to the Accounts are an integral part of the financial statements.

STATEMENT OF FINANCIAL POSITION

As at 31 December 2020

 
                                                                                                                                                              Restated 
                                                                                                                                              31 December  31 December 
                                                                                                                                                     2020         2019 
                                                                                                                                                  GBP'000      GBP'000 
-------------------------------------------------------------------------------------------------------------------------------------------  ------------  ----------- 
ASSETS 
Non-current assets 
Investments in subsidiaries                                                                                                                             -          352 
                                                                                                                                                        -          352 
                                                                                                                                             ------------  ----------- 
Current assets 
Trade and other receivables                                                                                                                             -            3 
Cash and cash equivalents                                                                                                                             738            - 
                                                                                                                                                      738            3 
 
Total assets                                                                                                                                          738          355 
                                                                                                                                             ------------  ----------- 
 
EQUITY and LIABILITIES 
Capital and reserves attributable 
 to equity shareholders 
Share capital                                                                                                                                       1,246          225 
Share premium                                                                                                                                       1,744        1,744 
Other reserves                                                                                                                                          3            5 
Merger relief reserve                                                                                                                                   -          275 
Accumulated deficit                                                                                                                               (2,371)      (2,653) 
Foreign Exchange Reserve                                                                                                                                -           94 
                                                                                                                                             ------------  ----------- 
Total equity                                                                                                                                          622        (310) 
                                                                                                                                             ------------  ----------- 
 
Current liabilities 
Trade and other payables                                                                                                                              106          655 
Financial liabilities                                                                                                                                  10           10 
Total liabilities                                                                                                                                     116          665 
                                                                                                                                             ------------  ----------- 
Total equity and liabilities                                                                                                                          738          355 
                                                                                                                                             ------------  ----------- 
 

The notes to the Accounts are an integral part of the financial statements.

STATEMENT OF CASH FLOWS

For the year ended 31 December 2020

 
                                                                      Restated 
                                                            Year    Year ended 
                                                           ended   31 December 
                                                              31          2019 
                                                        December 
                                                            2020 
                                                         GBP'000       GBP'000 
-----------------------------------------------------  ---------  ------------ 
Cash flows from operating activities 
Loss before income tax                                      (90)       (1,672) 
Adjustment for: 
Foreign exchange reserve                                     (1)           200 
Gain on disposal of investment                             (281)             - 
Share based payment charge                                     3             - 
Share issue costs expensed                                    75             - 
Impairment of investments                                      -         1,337 
                                                           (294)         (135) 
Changes in working capital: 
Decrease/(increase) in receivables                             3             2 
Increase/(decrease) in payables                              104           133 
Net cash flow from operating activities                    (187)             - 
 
Cash flows from financing activities 
Net proceeds from share issue                                925             - 
 
Net cash from financing activities                           925             - 
 
Net increase/(decrease) in cash and cash equivalents         738             - 
 
Cash and cash equivalents at start of year                     -             - 
                                                       ---------  ------------ 
Cash and cash equivalents at end of year                     738             - 
                                                       ---------  ------------ 
 
 

Cash and cash equivalents (which are presented as a single class of assets on the statement of financial position) comprise cash at bank and other short-term highly liquid investments with maturity of three months or less, as adjusted for any bank overdrafts.

The notes to the Accounts are an integral part of the financial statements.

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2020

 
                                 Share      Share     Accumulated     Other     Merger relief    Foreign        Total 
                                 capital    premium     deficit      reserves      reserve       Exchange 
                                                                                                 reserve 
                                GBP'000    GBP'000      GBP'000      GBP'000       GBP'000       GBP'000     GBP'000 
 ----------------------------  ---------  ---------  ------------  ----------  --------------  ----------  ---------- 
 At 1 January 
  2019 Restated                   175       1,586       (3,338)        85           2,552           (106)         954 
 Loss for the 
  year                             -          -         (1,672)         -             -                 -     (1,672) 
 Issue of shares                   50        158           -            -             -                 -         208 
 Merger relief                     -          -          2,277          -          (2,277)              -           - 
 Expiry of warrants                -          -           80          (80)            -                 -           - 
 Foreign exchange 
  reserve                          -          -            -            -             -               200         200 
 At 31 December 
  2019 Restated                   225       1,744       (2,653)         5            275               94       (310) 
                               ---------  ---------  ------------  ----------  --------------  ----------  ---------- 
 
 At 1 January 
  2020 Restated                   225       1,744       (2,653)         5                 275          94       (310) 
 Loss for the 
  year                             -          -          (91)           -                   -           -        (91) 
 Issue of shares                 1,021        -            -            -                   -           -       1,021 
 Merger relief                     -          -           275           -               (275)           -           - 
 Warrants issued                   -          -            -            3                   -           -           3 
 Expiry of warrants                -          -            5           (5)                  -           -           - 
 Foreign exchange 
  reserve                          -          -           93            -                   -        (94)         (1) 
 At 31 December 
  2020                           1,246      1,744       (2,371)         3                   -           -         622 
                               ---------  ---------  ------------  ----------  --------------  ----------  ---------- 
 
 
 

The notes to the Accounts are an integral part of the financial statements.

Notes:

   1.    General information 

Conduity Capital Plc ("the Company") is a public limited company incorporated in England on 21 March 2012 under the Companies Act 2006. It was listed on the AIM market on 28 June 2012.

   2.    Financial Information 

The financial information presented within this document does not comprise the statutory accounts for the financial years ended 31 December 2020 and 31 December 2019 but represents extracts from them. The statutory accounts for the financial year ended 31 December 2019 have been filed with the Registrar of Companies.

The statutory accounts for the year ended 31 December 2020 have been approved by the Board of Directors and will be delivered to the Registrar of Companies following the Company's Annual General Meeting on 27 July 2021.

   3.    Basis of preparation and significant accounting policies 

The financial statements of Conduity Capital Plc have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS's as adopted by the EU), IFRS Interpretations Committee and the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention, available-for-sale financial assets, and financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Companies' accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3 to the Accounts.

Going concern

These financial statements have been prepared on the assumption that the Company is a going concern.

When assessing the foreseeable future, the directors have looked at a period of twelve months from the date of approval of this report. The forecast cash-flow requirements of the business are contingent upon the ability of the Company to generate future sales. With the disposal of its subsidiary during the year, placing of new shares and exercise of warrants issued, the directors believe that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

   4.   Annual Report and Accounts and Notice of Annual General Meeting 

The Annual Report and Accounts and Notice of Annual General Meeting have been published and are available to view and download from the Company's website at www.conduitycapital.co.uk and have arranged for these to be posted to shareholders today.

ENDS

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END

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June 30, 2021 12:51 ET (16:51 GMT)

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