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New Trend Lifestyle (NTLG)

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Thursday 01 October, 2020

New Trend Lifestyle

Result of General Meeting and Total Voting Rights

RNS Number : 8319A
New Trend Lifestyle Group plc
01 October 2020
 

 

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)

 Result of General Meeting and Total Voting Rights 

 

Further to the announcement on 8 September 2020 regarding the proposed disposal of New Trend Lifestyle Pte. Ltd, the Company is pleased to announce the results of the voting on the resolutions at its General Meeting, held earlier today. A poll was held on each of the resolutions and all resolutions were passed by the requisite majority. Resolutions 1, 2 and 4 were passed as ordinary resolutions and resolutions 3, 5 and 6 were passed as special resolutions.

The Poll results are set out below:

Resolution

Votes for (incl. Chairman's discretion)

% of votes

Votes against

% of votes

Votes total

% of total voting rights

1. The approval of the share purchase agreement

100,010,333

100.00%

Nil

0.00%

100,010,333

76.07%

2. The approval of the Consolidation

131,463,333

100.00%

  Nil

0.00%

131,463,333

100.00%

3. The Amendment of Articles

131,463,333

100.00%

Nil

0.00%

131,463,333

100.00%

4. Grant of authority to allot shares, including the Placing Shares

131,463,333

100.00%

Nil

0.00%

131,463,333

100.00%

5. Disapplication of pre-emption rights relating to Resolution 4

131,463,333

100.00%

Nil

0.00%

131,463,333

100.00%

6. Approval of the change of company name to Conduity Capital plc

131,463,333

100.00%

Nil

0.00%

131,463,333

100.00%

Consequently, the disposal of New Trend Lifestyle Pte. Ltd along with the Share Consolidation, the Placing and the Grant of New Investor Warrants can now proceed to completion.

In addition, the change of the Company's name to Conduity Capital Plc (with a change of TIDM to CCAP) is being registered at Companies House and is expected to become effective shortly.

The Board can confirm that pursuant to the Placing, the 100,000,000 New Consolidated Ordinary Shares of 1 penny each ("Placing Shares") have been issued and allotted. Admission of the Placing Shares is expected to occur at 8:00 a.m. on 2 October 2020.

The Share Consolidation is expected to take place at 6:00 p.m. on 1 October 2020, with admission of the New Ordinary Shares of 1 penny each expected to occur at 8:00 a.m. on 2 October 2020. The new ISIN number for the Ordinary Shares will be GB00BMX66220 and the new SEDOL number BMX6622.

The Disposal of New Trend Lifestyle Pte. Ltd is expected to complete on 2 October 2020.

AIM Rule 15

In accordance with AIM Rule 15, the Disposal constitutes a fundamental change of business of the Company. On Completion, expected to be on 2 October 2020, the Company would cease to own, control or conduct all or substantially all, of its existing trading business, activities or assets.

 

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.

Total Voting Rights

Application has been made to the London Stock Exchange for 100,000,000 New Consolidated Ordinary Shares of 1 penny each ("Placing Shares") along with the 22,500,000 Consolidated Existing Shares to be admitted to trading on AIM and dealings in the Company's New Ordinary Shares are expected to commence under its new name of Conduity Capital Plc (AIM: CCAP) at 8:00 a.m. on 2 October 2020.

Following Admission, the Company's total issued share capital will comprise of 122,500,000 Ordinary Shares of 1 penny each. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, securities of the Company under the FCA's Disclosure Guidance and Transparency Rules.

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.

 

~ End ~

 

For further information please contact:

New Trend Lifestyle Group Plc (to be renamed Conduity Capital Plc)

Gregory Collier, Non-Executive Chairman

 

 

+44 (0) 7830 182501

SPARK Advisory Partners Limited (Nominated Adviser)

Mark Brady

Neil Baldwin

www.sparkadvisorypartners.com

 

 

+44 (0) 203 368 3551

Peterhouse Capital Limited (Broker)

Heena Karani/Lucy Williams

+44 (0) 207 496 0930

 

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