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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