16 Sep 2021 07:00
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 £33.5 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 £157,000 (2020: Loss of £53,000). 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 £1,000,000, comprising principally of cash (31 December 2020: £622,000).
We will keep shareholders updated as matters progress.
Gregory Collier
Chairman
For further information:
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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.ukConduity Capital Plc
Comprehensive Income Statement
For the six months to 30 June 2021
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| Restated |
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Notes | Six months to 30 June 2021 Unaudited | Six months to 30 June 2020 Unaudited | Year ended 31 December 2020 Audited |
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| £'000 | £'000 | £'000 |
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Administrative expenses |
| (157) | (53) | (369) |
Gain on disposal of investment |
| - | - | 279 |
| ────── | ────── | ────── | |
Loss before tax |
| (157) | (53) | (90) |
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Income tax charges |
| - | - | - |
| ────── | ────── | ────── | |
Loss for the period | (157) | (53) | (90) | |
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| ═════ | ═════ | ═════ |
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Other comprehensive income/(loss) for the period |
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Movement in foreign currency reserve |
| - | (21) | (1) |
| ────── | ────── | ────── | |
Total comprehensive loss for the period |
| (157) | (74) | (91) |
| ═════ | ═════ | ═════ | |
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Basic and diluted loss per share (pence) | 3 | (0.001) | (0.003) | (0.002) |
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Conduity Capital Plc
Statement of Financial Position as at 30 June 2021
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| Restated |
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Notes | As at 30 June 2021 Unaudited | As at 30 June 2020 Unaudited | As at 31 December 2020 Audited |
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| £'000 | £'000 | £'000 |
Assets |
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Non-current assets |
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Investment in subsidiary |
| - | 352 | - |
| ────── | ────── | ────── | |
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| - | 352 | - |
| ────── | ────── | ────── | |
Current assets |
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Cash and cash equivalents | 5 | 1,060 | - | 738 |
Trade and other receivables |
| 4 | - | - |
| ────── | ────── | ────── | |
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| 1,064 | - | 738 |
| ────── | ────── | ────── | |
Total assets |
| 1,064 | 352 | 738 |
| ═════ | ═════ | ═════ | |
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Equity and liabilities |
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Capital and reserves |
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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) |
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| ────── | ────── | ────── |
Total equity |
| 1,000 | (384) | 622 |
| ────── | ────── | ────── | |
Current liabilities |
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Trade and other payables |
| 54 | 726 | 106 |
Financial liabilities |
| 10 | 10 | 10 |
| ────── | ────── | ────── | |
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| 64 | 736 | 116 |
| ────── | ────── | ────── | |
Total equity and liabilities |
| 1,064 | 352 | 738 |
| ═════ | ═════ | ═════ | |
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Conduity Capital Plc
Statement of Cash Flows
For the six months to 30 June 2021
Restated | ||||
6 Months to | 6 Months to | Year to | ||
30 June 2021 | 30 June 2020 | 31 Dec 2020 | ||
Notes | Unaudited | Unaudited | Audited | |
£'000 | £'000 | £'000 | ||
Cash flows from operating activities |
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Loss before income tax | (157) | (53) | (90) | |
Adjustments for: |
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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: |
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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 |
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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 at beginning of year | 738 | - | - | |
────── | ────── | ────── | ||
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
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Share capital |
Share premium |
Accumulated deficit | Other reserves |
Merger relief reserve |
Foreign exchange reserve |
Total |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
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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 ("£GBP") 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
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| Restated |
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| 6 Months to 30 June 2021 Unaudited | 6 Months to 30 June 2020 Unaudited | Year to 31 December 2020 Audited |
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Loss per ordinary share - GBP |
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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 £157k (31 December 2020 - loss £91k; 30 June 2020 - loss £74k) 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
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| Restated |
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| As at 30 June 2021 Unaudited | As at 30 June 2020 Unaudited | As at 31 December 2020 Audited |
| £'000 | £'000 | £'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 |
| ═════ | ═════ | ═════ |
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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.