AIM Rule 15 and Corporate Update

24 March 2021

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

CONDUITY CAPITAL PLC

("Conduity Capital" or "the Company")

AIM Rule 15 and Corporate Update

On 2 October 2020, 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, or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6 million), on or before the date falling six months from completion of the Disposal; failing which, the Company's Ordinary Shares would then be suspended from trading on AIM pursuant to AIM Rule 40. 

The Board has had discussions with a number of different businesses, which has included the undertaking of some detailed due diligence work. However, after recent discussions with the Company's broker, Peterhouse Capital ("Peterhouse"), the Board has decided to explore, in conjunction with Peterhouse, the raising of additional funds to enable the Company to become an investing company quoted on AIM. The Board is therefore currently exploring a range of alternative structures and investment strategies focused on creating value for its existing shareholders.

This proposed strategy would involve the Company becoming an AIM Rule 8 investing company which, as noted above, would involve a further fundraising from investors of at least £6 million at the time of re-Admission to trading on AIM and the adoption of a suitable investing policy.

Against this background, the Company will not therefore be in a position to make a suitable RTO or complete the necessary steps to become a Rule 8 Investing Company, within the six month timeframe set out above. As such, the London Stock Exchange is expected to suspend trading in the Company's ordinary shares on AIM, pursuant to Rule 15 of the AIM Rules, at 7.30 a.m. on Tuesday, 6 April 2021.

However, shareholders should note that, in the event that no reverse takeover, or conversion to an AIM Rule 8 Investing Company, is completed in the six months from 6 April 2021, the London Stock Exchange will cancel the admission of the Company's ordinary shares to trading on AIM. 

The Board can also confirm that, as a result of warrant exercises and the associated issue of new ordinary shares, the Company has an unaudited cash balance, as at 23 March 2021, of approximately £1.2 million and is therefore well positioned to pursue a value creation strategy for its shareholders.

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