NTLG.L Regulatory News (NTLG)

30 September 2020

RNS ANNOUNCEMENT: The information communicated in this announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.

NEW TREND LIFESTYLE GROUP PLC

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

Unaudited Interim results for the six months ended 30 June 2020

New Trend Lifestyle Group Plc (AIM: NTLG), the Singapore-based Feng Shui products and services group, announces its unaudited interim results for the six months to 30 June 2020.

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Or visit our website: www.newtrendlifestyle.com

Chairman's Statement

Results for the period

The onset of the COVID-19 pandemic has had a significant adverse impact on the Group in the first half, with revenue for the period at SGD 1,928k (1H-2019: SGD 3,091k), representing a decrease of 38%. The retail outlets were closed between 7 April 2020 and 19 June 2020 following the restrictions announced by the Singapore Government.

The total comprehensive loss of for the period was SGD1,268k (1H-2019: SGD298k loss) which represents a significant decline compared to the same period in the prior year. This was mainly attributable to the decline in revenue as a result of the shop closures between April and June 2020.

The Board continues to keep tight control of our costs, continuing to make reductions, where possible, on an ongoing basis.

Cash at bank at the period end was lower than at the same date last year at SGD 116k (1H-2019: SGD187k). The Board continues to manage cash within available resources and continues to seek cost reductions without compromising our ability to develop the business and increase revenue. The COVID-19 pandemic has had a severe adverse impact on cashflow, and the Group has taken advantage of Government assistance wherever possible to mitigate the situation.

Outlook for the business

Trading conditions in Singapore remain challenging, and activity levels at the outlets remains subdued due to the ongoing effects of the pandemic. Large gatherings of over 50 people are still prohibited so the Head Office events remain restricted. It is uncertain as to when the trading conditions will return to some normality.

Post Balance Sheet Events

As we announced on 8 September 2020, the Board received an offer from Master Phang to acquire the main trading subsidiary, New Trend Lifestyle Pte Ltd ("NTL"), from the Company. The proposal involves the disposal of NTL, the raising of new finance by way of a placing and subscription of new shares; the disposal of NTL is a substantial disposal under the AIM Rules for Companies which requires shareholder approval. If approved, the Company will become an AIM Rule 15 cash shell. A General Meeting has been convened for 1 October 2020, where resolutions relating to these proposals, including a 10 for 1 share consolidation and a change of name to Conduity Capital plc, will be tabled.

AIM Rule 15

Following completion of the Disposal therefore, the Company will become an AIM Rule 15 cash shell and as such will be 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. Admission to trading on AIM would be cancelled six months from the date of suspension should the reason for the suspension not have been rectified.

As such a cash shell the Company would also have no operating cash flow and would be dependent on the net proceeds of the Placing, and any subsequent exercise of Investor Warrants or Broker Warrants, for its working capital requirements. The Company's ability to raise further funds will depend on the success of existing and acquired investments. The Company may not be successful in procuring the requisite funds on terms which are acceptable to it (or at all) and Shareholders' holdings of Ordinary Shares may be materially diluted in due course by subsequent equity issues.

Any failure in completing an acquisition or acquisitions which constitute(s) a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules)) will result in the cancellation of the Company's Shares from trading on AIM.

Shareholder Circular and General Meeting

Full details of the Proposals to be put to the General Meeting are set out in the Circular and Notice of General Meeting which was posted to Shareholders on 8 September 2020 and is also available on the Company's website.

Gregory Collier

Chairman

New Trend Lifestyle Group Plc

Consolidated Comprehensive Income Statement

For the six months to 30 June 2020

New Trend Lifestyle Group Plc

Consolidated Statement of Financial Position as at 30 June 2020

New Trend Lifestyle Group Plc

Consolidated Statement of Cash Flows

For the six months to 30 June 2020

New Trend Lifestyle Group Plc

Consolidated statement of changes in equity

For the six months to 30 June 2020

New Trend Lifestyle Group Plc

Notes to the Interim Financial Information

1. General Information

New Trend Lifestyle Group Plc ("NTLG" or "Company" or "Group") 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.

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 2019.

Taxes

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

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.

New Trend Lifestyle Group Plc 

Notes to the Interim Financial Information

3. Segmental Analysis

Segmental reporting

In the opinion of the Directors the Group has one class of business, being the provider of Feng Shui products and services in Singapore.

The Group's primary reporting format is determined by the geographical segment according to the location of its establishments. There is currently one geographic reporting segment: Singapore.

New Trend Lifestyle Group Plc 

Notes to the Interim Financial Information

4. Operating loss for the period is stated after charging

5. Directors' emoluments

6. Loss per share

Earnings per share has been calculated on the net basis on the loss after tax of SGD1,268,000 (31 December 2019 - loss SGD114,290; 30 June 2019 - loss SGD314,000) using the weighted average number of ordinary shares in issue of 225,000,000 (31 December 2019 - 196,780,822; 30 June 2019 - 175,000,000)

The weighted average number of ordinary shares in issue if fully diluted is 225,000,000 (31 December 2019 - 196,780,822; 30 June 2019 - 175,000,000).

New Trend Lifestyle Group Plc 

Notes to the Interim Financial Information

7. Called up Share Capital

The issued share capital as at 30 June 2020 was 225,000,000 Ordinary Shares of 0.1p each.

8. Cash and cash equivalents

 9. Events subsequent to 30 June 2020

The Board has received an offer from Master Phang to acquire the main trading subsidiary, New Trend Lifestyle Pte Ltd ("NTL"), from the Company. The proposal would involve the disposal of NTL, the raising of new finance by way of a placing of new shares, and the conversion of the Company into a Rule 15 cash shell in accordance with the AIM rules. The Company would then seek a reverse takeover target. A General Meeting has been convened for 1 October 2020, where resolutions relating to these proposals will be tabled.

10. The unaudited results for period ended 30 June 2020 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 2019 for NTLG 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.

11. This interim financial statement will be, in accordance with the AIM Rules for Companies, available shortly on the Company's website at www.newtrendlifestylegroup.com.