TIDMCCAP

RNS Number : 9255L

Conduity Capital PLC

16 September 2021

16 September 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 via a Regulatory Information Service, this information is considered to be in the public domain.

CONDUITY CAPITAL PLC

("CCAP" or "the Company")

Unaudited Interim results for the six months ended 30 June 2021

Conduity Capital Plc (AIM: CCAP), an AIM Rule 15 cash shell, announces its unaudited interim results for the six months to 30 June 2021.

Chairman's Statement

As previously announced, during the 2020 financial year, the Company took the decision to sell its Singaporean trading subsidiary. Following the completion of the sale, the Company became an AIM Rule 15 cash shell and as such is required to make an acquisition or acquisitions which constitute 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. The Company has been actively pursuing acquisition opportunities, however, as no acquisition had been made, trading in the Company's shares on AIM was suspended on 6 April 2021.

On 4 August 2021 the Company announced that it had entered into non-binding heads of agreement to work towards the possible acquisition of Smarttech247 by the Company for a total consideration of GBP33.5 million, to be satisfied by the issue of new ordinary shares in the Company. ("Proposed Acquisition"). Smarttech247 is an established global artificial intelligence ("AI") based cybersecurity business specialising in automated managed detection and response. Should such a transaction proceed on the currently envisaged terms, it would be classified as a reverse takeover in accordance with the AIM Rules for Companies ("RTO"). The Proposed Acquisition remains subject to contract and satisfactory completion of the necessary due diligence and, at this stage, there is no guarantee that the Proposed Acquisition will complete.

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 and, currently, the Company's shares remain suspended. Given the status of the Company's progress with the Proposed Acquisition and the time needed to complete the necessary due diligence and relevant documentation to effect a RTO, even if it decided to proceed, it will not be able to complete this process before Cancellation. Consequently, the Directors expect to seek to complete the Proposed Acquisition after Cancellation and then re-apply to join AIM. Cancellation is expected to occur on 7 October 2021.

For the period under review the Company incurred a loss of GBP157,000 (2020: Loss of GBP53,000). The loss for this period reflects the costs of administration, including the costs of pursuing various acquisition opportunities. As at 30 June 2021, the Company had net assets of GBP1,000,000, comprising principally of cash (31 December 2020: GBP622,000).

We will keep shareholders updated as matters progress.

Gregory Collier

Chairman

For further information:

 
 
Conduity Capital Plc 
 Gregory Collier, Non-Executive Chairman    +44 (0) 7830 182501 
SPARK Advisory Partners Limited (NOMAD) 
 Mark Brady/Neil Baldwin                   +44 (0) 20 3368 3550 
Peterhouse Capital Limited (Broker) 
 Eran Zucker/Lucy Williams                 +44 (0) 20 7496 0930 
 

Or visit our website: www.conduitycapital.co.uk

Conduity Capital Plc

Comprehensive Income Statement

For the six months to 30 June 2021

 
 
                                                                     Restated 
                                       Notes        Six months     Six months     Year ended 
                                                    to 30 June             to    31 December 
                                                2021 Unaudited        30 June           2020 
                                                                         2020        Audited 
                                                                    Unaudited 
                                                       GBP'000        GBP'000        GBP'000 
 
 Administrative expenses                                 (157)           (53)          (369) 
 Gain on disposal of investment                              -              -            279 
                                                  ------------   ------------   ------------ 
 Loss before tax                                         (157)           (53)           (90) 
 
 Income tax charges                                          -              -              - 
                                                  ------------   ------------   ------------ 
 Loss for the period                                     (157)           (53)           (90) 
 
 
 Other comprehensive income/(loss) 
  for the period 
  Movement in foreign currency 
   reserve                                                   -           (21)            (1) 
                                                  ------------   ------------   ------------ 
 Total comprehensive loss for 
  the 
  period                                                 (157)           (74)           (91) 
 
 
 Basic and diluted loss per 
  share (pence)                         3              (0.001)        (0.003)        (0.002) 
 
 

Conduity Capital Plc

Statement of Financial Position as at 30 June 2021

 
                                                               Restated 
                                  Notes           As at           As at           As at 
                                           30 June 2021    30 June 2020     31 December 
                                              Unaudited       Unaudited            2020 
                                                                                Audited 
                                                GBP'000         GBP'000         GBP'000 
 Assets 
 
 Non-current assets 
 Investment in subsidiary                             -             352               - 
                                           ------------    ------------    ------------ 
                                                      -             352               - 
                                           ------------    ------------    ------------ 
 Current assets 
 Cash and cash equivalents         5              1,060               -             738 
 Trade and other receivables                          4               -               - 
                                           ------------    ------------    ------------ 
                                                  1,064               -             738 
                                           ------------    ------------    ------------ 
 Total assets                                     1,064             352             738 
 
 
 Equity and liabilities 
 
 Capital and reserves 
 Issued capital                    4              1,631             225           1,246 
 Share premium                                    1,896           1,744           1,744 
 Other reserves                                       1               5               3 
 Merger relief reserve                                -             275               - 
 Currency translation reserve                         -              73               - 
 Accumulated deficit                            (2,528)         (2,706)         (2,371) 
                                           ------------    ------------    ------------ 
 Total equity                                     1,000           (384)             622 
                                           ------------    ------------    ------------ 
 Current liabilities 
 Trade and other payables                            54             726             106 
 Financial liabilities                               10              10              10 
                                           ------------    ------------    ------------ 
                                                     64             736             116 
                                           ------------    ------------    ------------ 
 Total equity and liabilities                     1,064             352             738 
 
 
 

Conduity Capital Plc

Statement of Cash Flows

For the six months to 30 June 2021

 
                                                               Restated 
                                                6 Months       6 Months        Year to 
                                                      to             to 
                                            30 June 2021   30 June 2020    31 Dec 2020 
                                   Notes       Unaudited      Unaudited        Audited 
                                                 GBP'000        GBP'000        GBP'000 
 Cash flows from operating 
  activities 
 Loss before income tax                            (157)           (53)           (90) 
 Adjustments for: 
 Gain on disposal of investment                        -              -          (281) 
 Foreign exchange reserve                              -           (21)            (1) 
 Share based payment charge                            -              -              3 
 Share issue costs expensed                            -              -             75 
                                            ------------   ------------   ------------ 
                                                   (157)           (74)          (294) 
 Changes in working capital: 
 Trade and other receivables                         (4)              3              3 
 Trade and other payables                           (54)             71            104 
                                            ------------   ------------   ------------ 
 Cash (consumed in)/from 
  operations                                       (215)              -          (187) 
 Income tax paid                                       -              -              - 
                                            ------------   ------------   ------------ 
 Net cash consumed in 
  operating activities                             (215)              -          (187) 
                                            ------------   ------------   ------------ 
 Cash flows from financing 
  activities 
 Net proceeds from share 
  issue                                              537              -            925 
                                            ------------   ------------   ------------ 
 Net cash from financing 
  activities                                         537              -            925 
                                            ------------   ------------   ------------ 
 Net change in cash and 
  cash equivalents                                   322              -            738 
 Cash and cash equivalents                           738              -              - 
  at beginning of year 
                                            ------------   ------------   ------------ 
 Cash and cash equivalents 
  at end of year                                   1,060              -            738 
 
 

Conduity Capital Plc

Statement of Changes in Equity

For the six months to 30 June 2021

 
                          Share         Share                         Other         Merger        Foreign       Total 
                         capital       premium                       reserves        relief       exchange 
                                                     Accumulated                    reserve       reserve 
                                                       deficit 
                          GBP'000        GBP'000         GBP'000        GBP'000      GBP'000        GBP'000    GBP'000 
 
 Balance at 1 
  January 
  2020 
  Restated                    225          1,744      (2,653)           5            275            94         (310) 
                       ----------   ------------   ------------    ------------   ----------   ------------   -------- 
 Loss for the period            -              -            (53)              -            -              -       (53) 
 Foreign exchange 
  reserve                       -              -               -              -            -           (21)       (21) 
                       ----------   ------------    ------------   ------------   ----------   ------------   -------- 
 Balance at 30 
  June 
  2020 
  Restated                225          1,744          (2,706)           5            275                 73    (384) 
                       ----------   ------------   ------------    ------------   ----------   ------------   -------- 
 Loss for the period            -              -            (38)              -            -              -       (38) 
 Issue of shares            1,021              -               -              -            -              -      1,021 
 Merger relief                  -              -             275              -        (275)              -          - 
 Warrants issued                -              -               -              3            -              -          3 
 Expiry of warrants             -              -               5            (5)            -              -          - 
 Foreign exchange 
  reserve                       -              -              93              -            -           (73)         20 
                       ----------   ------------    ------------   ------------   ----------   ------------   -------- 
 Balance at 31 
  December 2020             1,246          1,744         (2,371)              3            -              -        622 
                       ----------   ------------    ------------   ------------   ----------   ------------   -------- 
 Loss for the period            -              -           (157)              -            -              -      (157) 
 Issue of shares              385            152               -              -            -              -        537 
 Warrants exercised             -              -               -            (2)            -              -        (2) 
                       ----------   ------------    ------------   ------------   ----------   ------------   -------- 
 Balance at 30 
  June 2021                 1,631          1,896         (2,528)              1            -              -      1,000 
 
 

Conduity Capital Plc

Notes to the Interim Financial Information

   1.   General Information 

Conduity Capital Plc ("CCAP" or "Company") is a public limited company incorporated in England and Wales with company number 8000104 and is quoted on the AIM market of the London Stock Exchange Plc, although trading in its ordinary shares is currently suspended.

   2.   Basis of Preparation 

This interim report, which incorporates the financial information of the Company, has been prepared using the historical cost convention, on a going concern basis and in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, using accounting policies which are consistent with those set out in the financial statements for the year ended 31 December 2020.

Standards and Interpretations adopted with no material effect on financial statements

There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have material impact on the Group.

Functional and presentation currency of the company

The financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates ("functional currency").

The financial statements are presented in Pound sterling, which is the functional and presentation currency of the Company. The Company used to present the financial statements in Singapore Dollar (SGD).

 
                6 months to 30 June 2020     Year to 31 December 2020 
              ---------------------------  --------------------------- 
                    Year End      Average        Year End      Average 
              --------------  -----------  --------------  ----------- 
 GBP to SGD             1.72         1.76            1.80         1.77 
              --------------  -----------  --------------  ----------- 
 

Change of presentation currency

The Directors have elected to change the Company's presentation currency from Singapore dollars ("$SGD") to Pound Sterling ("GBPGBP") effective from 1 January 2020. The Company has changed its accounting policy such that the presentation currency was aligned with the functional currency (GBP). In the prior years, the Company presented its financial statements in $SGD, as the main trading operations were based in Singapore and $SGD was the reporting currency. Following the disposal of the subsidiary in October 2020, the Company has used GBP in the financial statements in the year ended 31 December 2020. The change in presentation currency is a voluntary change which is accounted for retrospectively. All other accounting policies are consistent with those adopted in the annual financial report for the year ended 31 December 2020.

The financial report has been restated to Pound Sterling using the procedures outlined below:

1. Income Statement and Statement of Cash Flows have been translated into Pound Sterling using average foreign currency rates prevailing for the relevant period.

2. Assets and liabilities in the Statement of Financial Position have been translated into Pound Sterling at the closing foreign currency rates on the relevant balance sheet dates.

3. The equity section of the Statement of Financial Position, including foreign currency translation reserve, retained earnings, share capital and the other reserves, have been translated into Pound Sterling using historical rates.

4. Earnings per share have also been restated to GBP to reflect the change in presentation currency.

Exchange differences arising from the translation are recognized in the translation reserve.

   3.   Loss per share 
 
                                                 Restated 
                                 6 Months     6 Months to         Year to 
                                       to    30 June 2020     31 December 
                             30 June 2021       Unaudited            2020 
                                Unaudited                         Audited 
 
 
 Loss per ordinary share 
  - GBP 
 Basic and diluted                (0.001)         (0.003)         (0.002) 
 
 

Earnings per share has been calculated on the net basis on the loss after tax of GBP157k (31 December 2020 - loss GBP91k; 30 June 2020 - loss GBP74k) using the weighted average number of ordinary shares in issue of 155,983,161 (31 December 2020 - 47,961,301; 30 June 2020 - 22,500,000).

   4.      Called up Share Capital 

The issued share capital as at 30 June 2021 was 163,084,911 Ordinary Shares of 1p each.

   5.      Cash and cash equivalents 
 
                                                   Restated 
                                      As at           As at          As at 
                               30 June 2021    30 June 2020    31 December 
                                  Unaudited       Unaudited           2020 
                                                                   Audited 
                                    GBP'000         GBP'000        GBP'000 
 Cash and bank balance                1,060               -            738 
                               ------------    ------------   ------------ 
 Cash and bank balances 
  as presented in the 
  statement of financial 
  position                            1,060               -            738 
                               ------------    ------------   ------------ 
 Cash and cash equivalents 
  as presented in the 
  statement of cash flow              1,060               -            738 
 
 
 
   6.      Events subsequent to 30 June 2021 

Subsequent events have been covered in the Chairman's and CEO's statement.

7. The unaudited results for period ended 30 June 2021 do not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006. The comparative figures for the year ended 31 December 2020 for CCAP have been extracted from the audited financial statements which contained an unqualified audit report and did not contain statements under Sections 498 to 502 of the Companies Act 2006.

8. This interim financial statement will be, in accordance with the AIM Rules for Companies, available shortly on the Company's website at www.conduitycapital.co.uk.

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