Final Results for the year ended 31 December 2020

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 £1,000,000 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 £6 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 £6 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:

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2020

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

STATEMENT OF FINANCIAL POSITION

As at 31 December 2020

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

STATEMENT OF CASH FLOWS

For the year ended 31 December 2020

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

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.

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