Issue of Warrants

1 October 2020

For immediate release

THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014 ("MAR").

NEW TREND LIFESTYLE GROUP PLC

("NTLG" or "the Company" or "the Group")

(to be re-named Conduity Capital Plc)

Conditional Issue of new Warrants

NTLG announces the conditional issue of warrants to two existing Directors and a Proposed Director ("Director Warrants"). The Warrants are conditional on completion of the Proposals which were approved by shareholders at the General Meeting of the Company held earlier today, namely; the disposal of New Trend Lifestyle Pte. Ltd along with the Share Consolidation, the issue and allotment of the Placing Shares (at a Placing Price of £0.01 each), the Grant of New Investor Warrants, the 10 for 1 Share Consolidation and change of name to Conduity Capital Plc. Completion of the Proposals is expected on 2 October 2020.

Warrants are being issued to two of the existing Directors (Greg Collier and Ajay Rajpal) and to the Proposed Director (Nick Lee), who will join the Board at Completion on 2 October 2020.

Greg Collier and Nick Lee will each receive warrants over 2,450,000 New Consolidated Ordinary Shares (representing two per cent. each of the Enlarged Share Capital) at a strike price of £0.015 per New Consolidated Ordinary Share. This strike price represents a 50 per cent. premium to the Placing Price of £0.01 per New Consolidated Ordinary Share. The Warrants only become exercisable on the completion, by the Company, of a reverse takeover (as defined by the AIM Rules for Companies) in the next 12 months and will remain exercisable for a further period of 12 months following completion of a reverse takeover. 

Ajay Rajpal, who will resign from the Board on Completion of the Proposals, will also receive warrants over 2,450,000 New Consolidated Ordinary Shares (representing two per cent. of the Enlarged Share Capital) at a strike price of £0.01 pence per New Consolidated Ordinary Share. This strike price is equal to the Placing Price £0.01 per New Consolidated Ordinary Share and are being issued in recognition for his continued assistance with short term transitional arrangements. His warrants are exercisable for a period of two years from the date of issue.

None of these Directors or the Proposed Director currently own any ordinary shares or warrants in the Company.

The issue of the Director Warrants constitutes related party transactions under Rule 13 of the AIM Rules for Companies. Phang Song Hua, the independent director, considers, having consulted with SPARK, the Company's Nominated Adviser, that the terms of the Director Warrants are fair and reasonable insofar as the Company's Shareholders are concerned.

Definitions

Defined terms used in this announcement have the meanings set out in the Shareholder Circular dated 8 September 2020, in relation (inter alia) to the disposal of New Trend Lifestyle Pte. Ltd.

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