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HNG Hawkwing Plc

6.50
0.00 (0.00%)
10 Dec 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Hawkwing Plc LSE:HNG London Ordinary Share GB00BLF0L315 ORD 2P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 6.50 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Hawkwing PLC Interim Results (4330B)

30/09/2022 5:50pm

UK Regulatory


Hawkwing (LSE:HNG)
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From Dec 2021 to Dec 2024

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TIDMHNG

RNS Number : 4330B

Hawkwing PLC

30 September 2022

30 September 2022

Hawkwing plc

("Hawkwing" or the "Company")

Unaudited interim results for the six months ended 30 June 2022

Hawkwing (LSE: HNG) announces its unaudited interim results for the six months ended 30 June 2022.

Financial Highlights

   --     Operating loss before tax of GBP0.2 million (H1 2021 loss: GBP0.2 million) 
   --     Loss before tax GBP0.5 million (H1 2021 loss: GBP0.2 million) 
   --     Loss per share from continuing operations of GBP0.91 pence (H1 2021 loss: GBP0.38 pence) 
   --     Cash at 30 June 2022 of GBP2.03 million (H1 2021: GBP0.88 million) 

Keith Sadler, Senior Independent Non-Executive Director, commented: " We are progressing discussions with Internet Fusion Group ("IFG") in respect to our secured loan of GBP13.7 million, together with associated costs, interest and redemption premium, that we made as part of the proposed Reverse Takeover of IFG and we will issue a detailed update once these discussions have been concluded."

Enquiries:

 
 Hawkwing plc 
 Keith Sadler Senior Independent Non-Executive 
  Director                                        +44 (0)20 4582 3500 
 
 Gracechurch Group 
 Harry Chathli, Alexis Gore                       +44 (0)20 4582 3500 
 

About Hawkwing plc

For more information, please refer to the Company's website: www.hawkwing.co

Interim Management Report

Overview

The Company is a cash shell, whose principal activity is to identify potential acquisition opportunities. Once the Company has resolved matters with IFG, it will continue to consider such opportunities, targeting acquisitions in industries such as digital marketing, medical applications, business and financial services and the sports sector.

On 12 July 2021, the Company announced the signing of a non-binding agreement to potentially acquire IFG. In connection with this potential acquisition, Hawkwing raised GBP16.5 million on 12 August 2021 through the issue of Convertible Unsecured Loan Stock ("CULS"), of which the Company has loaned GBP13.7 million to IFG (SPP) Limited (in anticipation of the Reverse Takeover of IFG). This loan is secured against the assets of Northcore Limited and Shade Limited (t/a Shade Station) and guaranteed by IFG. In December 2021, IFG terminated discussions in respect of the heads of terms announced in July 2021. The Company remain in discussions with IFG in respect of its secured loan, associated costs, interest and redemption premium ("IFG liability"), until these discussions have been concluded it is not possible to ascertain if all of the IFG liability will be recoverable.

The Company will update the market as and when appropriate.

Headline results

 
 For the six-month 
  period to 30 June        2022       2021   Change 
                       GBP000's   GBP000's 
--------------------  ---------  ---------  ------- 
 
 Revenue                      -         22        - 
 
 Operating income             -          -        - 
 
 Headline EBITDA          (200)      (190)     5.2% 
 
 Headline loss 
  before tax              (200)      (190)     5.2% 
 Headline loss per                           (0.35) 
  share (pence)          (0.91)     (0.38)    pence 
 

Cash flow and net debt

As at 30 June 2022, the Company's cash balance was GBP2.03 million (H1 2021: GBP0.88 million) and it had GBP16.5 million of CULS outstanding .

Dividend

The Directors have not declared an interim dividend for the six months ended 30 June 2022. The Directors will continue to review the Company's dividend policy.

Risks and uncertainties

The Directors do not consider that the Company's principal risks and uncertainties have changed since the publication of its annual report and accounts for the financial year ended December 2021 on 6 June 2022, which contains a detailed explanation of the risks relevant to the Company on Pages 3 and 4 and is available at https://hawkwing.co/wp-content/uploads/2022/06/Hawkwing-Annual-Report-2021-FINAL.pdf

Statement of directors' responsibilities in respect of the condensed interim report and consolidated financial statement

The Directors; being Keith Sadler; Ken Wotton; Ian Robinson and Dwight Mighty (all Non-Executive) confirm that the condensed set of interim financial statements has been prepared in accordance with international Accounting Standard 34 "interim financial reporting", as adopted by the European Union and that interim report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely an indication of important events that have occurred during the first six months of the financial year; material related party transactions in the first six months, and any material changes in the related party transactions described in the last annual report.

By order of the Board

Keith Sadler

Senior Independent Non-Executive Director

Condensed Income statement (unaudited)

For the six month period to 30 June 2022

 
                                                6-month      6-month     Year ended 
                                                 period    period to    31 December 
                                                     to      30 June           2021 
                                                     30         2021 
                                                   June 
                                                   2022 
                                                                          (Audited) 
                                               GBP000's     GBP000's      GBP'000's 
 Revenue                                              -           22             22 
 Cost of sale                                         -            -              - 
 Operating income                                     -            -              - 
 Administrative expenses                          (200)        (212)          (910) 
 Operating loss                                   (200)        (190)          (388) 
 
 Headline EBITDA                                  (200)        (190)          (388) 
 Exceptional costs                                    -            -              - 
                                                                      ------------- 
 Operating loss                                   (200)        (190)          (388) 
 
 
                                       Note 
 
 Other gains and losses                   4         591                       1,029 
 
 Finance costs.                           5       (938)                       (731) 
 Loss before taxation                             (547)        (190)           (90) 
 Taxation                                            90            -              - 
                                                         -----------  ------------- 
 Loss after taxation for the period               (457)        (190)           (90) 
 
 
 

Loss for the period is entirely attributable to the owners of the Company.

 
                    Note 
 Basic (pence)         2   (0.91)   (0.38)   (0.0004) 
 Diluted (pence)       2   (0.91)   (0.38)   (0.0004) 
                          =======  =======  ========= 
 

Condensed Balance Sheet (unaudited)

 
 
                                                         30 June 2022      30 June 2021    31 December 2021 
                                                             GBP000's          GBP000's            GBP000's 
                                                                                                  (Audited) 
Non-current assets 
Investment in financial assets                                 14,461                                14,414 
 
Current assets 
 
Trade and other receivables                                     2,154                34               1,577 
 
Cash and cash equivalents                                       2,029               887               2,311 
 
Total current assets                                            4,183               921               3,888 
 
Current liabilities 
 
Trade and other payables                                         (41)              (41)                (90) 
 
Net current assets                                              4,412               880               3,798 
 
 
Non-current liabilities 
Convertible loan notes                                       (16,221)                 -            (15,283) 
Deferred tax liabilities                                        (327)                 -               (417) 
                                                      _______________    ______________      ______________ 
                                                              (16,548                 -            (15,700) 
                                                      _______________    ______________      ______________ 
Net assets                                                      2,055               880               2,512 
 
 
Equity 
Share capital                                                   3,731             3,731               3,731 
Share premium                                                  30,056            30,056              30,056 
Option premium reserve                                          1,461                 -               1,461 
Merger reserve                                                    251               251                 251 
Retained loss                                                (33,444)          (33,158)            (32,987) 
 
Equity attributable to owners of the Company                    2,055               880               2,512 
 
 
 

Condensed Statement of Cash Flows (unaudited)

For the six-month period to 30 June 2022

 
                                                         6-month period to  6-month period to         Year ended 
                                                              30 June 2022       30 June 2021   31 December 2021 
 
                                                   Note           GBP000's           GBP000's           GBP000's 
 
 
Net cash outflow from operating activities          6                (282)              (173)            (1,549) 
 
Investing activities 
Advance of loan receivables                                              -                  -           (13,700) 
                                                            ______________     ______________     ______________ 
                                                                         -                  -           (13,700) 
Financing activities 
Proceeds on issue of convertible loans                                   -                  -             16,500 
 
Net decrease in cash and cash equivalents                            (282)              (173)              1,251 
 
Cash and cash equivalents at beginning of period                     2,311              1,060              1,060 
 
 
 
Cash and cash equivalents at end of period                           2,029                887              2,311 
 
 

Condensed Statement of Changes in Equity (unaudited)

For the six-month period to 30 June 2022

 
                           Share      Share     Merger     Option   Retained      Total 
                         Capital    Premium    reserve    Premium       Loss 
                                                          reserve 
                        GBP000's   GBP000's   GBP000's   GBP000's   GBP000's   GBP000's 
 Balance as at 
  1 January 2021           3,731     30,056        251          -   (32,967)      1,071 
 Total comprehensive 
  income for period            -          -          -          -      (190)      (190) 
 Balance as at 
  30 June 2021             3,731     30,056        251          -   (33,157)        881 
                       =========  =========  =========  =========  =========  ========= 
 
 Balance as at 
  1 January 2022           3,731     30,056        251      1,461   (32,987)      2,512 
 Total comprehensive 
  income for period            -          -          -          -      (457)      (457) 
 Balance as at 
  30 June 2022             3,731     30,056        251      1,461   (33,444)      2,055 
                       =========  =========  =========  =========  =========  ========= 
 
 

Notes to the Interim Report

General information

Hawkwing plc (the "Company") is incorporated and domiciled in the United Kingdom. The Company is listed on the Standard Segment of the Official List market of the London Stock Exchange. The registered address is 25 Walbrook, London EC4N 8AF.

Basis of preparation

The condensed financial statements have been prepared in accordance with IAS 34 "Half Year Financial Reporting" as adopted by the European Union and the Disclosure and Transparency Rules of the Financial Conduct Authority. These condensed financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006, do not include all the notes of the type normally included in an annual financial report and have not been audited or reviewed by the auditors pursuant to the Financial Reporting Council guidance on Review of Interim Financial Information. Accordingly, this report should be read in conjunction with the annual report for the year ended 31 December 2021 (the "Annual Financial Statements"), which has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"). The Annual Financial Statements constitute statutory accounts as defined in section 434 of the Companies Act 2006 and a copy these statutory accounts has been delivered to the Registrar of Companies. The auditor's report on those statutory accounts was unqualified and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

The accounting policies adopted in the preparation of the condensed financial statements are consistent with those used to prepare the financial statements for the year ended 31 December 2021 and those applicable for the year ended 31 December 2022. The preparation of the condensed financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these condensed financial statements, the significant judgements made by management in applying the accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Annual Financial Statements described above. The condensed financial statements have been prepared on a going concern basis, under the historical cost convention.

The reporting currency of the Company is GBP, unless stated otherwise.

Application of new standards in issue

In the current period, no new or amended standards have been adopted for the period commencing on or after 1 January 2022 have had any impact on these financial statements.

Going concern

The Company raised GBP1.3m, before costs, in September 2020 from an issue of shares, and issued convertible loan notes for proceeds of GBP16.5 million in August 2021. After an onward secured loan of GBP13.7m in September 2021 the Company has GBP2.3 million in cash on its balance sheet at 30 June 2022. The directors are in discussion with IFG in respect of its secured loan, associated costs, interest and redemption premium ("IFG liability"), until these discussions have been concluded it is not possible to ascertain if all of the IFG liability will be recoverable. The Company has minimal ongoing costs which reflect the costs of administrating its listing on the London Stock Exchange.

Based on the current cash availability, predicted expenditure levels, and the anticipated continued CULS holders support, the directors believe the Company's resources are sufficient to allow the Company to meet its obligations as they fall due for the foreseeable future, and as a minimum for a period of at least 12 months from the date of approval of these financial statements. Consequently, the Directors will continue to prepare the financial statements on a going concern basis.

1. Segmental Analysis

The Company's single reporting segment is that of its activities as an investment holding company. This activity takes place wholly in the United Kingdom.

2. Loss per share

Basic and diluted loss per share attributable to ordinary shareholders:

 
 
                         6-month period    6-month period 
                             to 30 June        to 30 June 
                                   2022              2021 
                              pence per         pence per 
                                  share             share 
 
Basis loss per share             (0.91)            (0.38) 
Diluted loss per share           (0.91)            (0.38) 
 

The calculation of loss per share per share is based on the following data:

 
                                                       6-month period  6-month period 
                                                           to 30 June      to 30 June 
                                                                 2022            2021 
                                                             GBP000's        GBP000's 
 
 
           Loss for the purposes of basic earnings 
            per share being net loss attributable to 
            owners of the Company                               (457)             (190) 
 
                                                            Number of         Number of 
                                                               Shares            Shares 
Weighted average number of shares in issue:                50,288,019        50,288,019 
 
 

3. Taxation

 
                                                                      6 month                6 month 
                                                                    period to              period to 
                                                                 30 June 2022                30 June 
                                                                                                2021 
 Current taxation 
 UK corporation tax                                                         -                      - 
 
 Deferred tax 
 Origination and reversal of timing differences                            90                      - 
                                                                     ________                _______ 
 Total tax credit                                                          90                      - 
                                                                     ________                _______ 
 The charge for the year can be reconciled 
  to the income statement as follows: 
 
 
 Loss before tax                                                        (547)                  (190) 
 
 Tax credit at the UK corporation tax 
  rate of 19% (2021: 19%)                                               (104)                   (36) 
 Effects of: 
 Losses (utilised)/not recognised                                        (19)                     36 
 Adjustment for changes in tax rate                                        33                      - 
                                                                      _______                _______ 
 Tax (credit) / charge for the period                                    (90)                      - 
                                                                      _______                _______ 
 
   The Company has tax losses carried forward of GBP1,121,316 
   (2021 GBP1,475,181) in respect of which no deferred tax asset 
   has been recognised due to uncertainty of the Company's expected 
   future profitability. 
 

4. Other gains and losses

 
                                               6 month      6 month 
                                             period to    period to 
                                          30 June 2022      30 June 
                                                               2021 
 
 Net gain on financial assets measured             591            - 
  at FVTPL 
 

On 16 September 2021 the Company issued a three-year term loan, on which interest is charged at 8%, which may be capitalised in year one (the IFG loan). The loan is secured on the assets of the borrower and its group.

The loan carries a redemption premium upon repayment. The premium is 5% for repayments up to 15 September 2022, 10% for repayments between 16 September 2022 and 15 September 2023 and 15% thereafter.

The contractual terms of this financial instrument are such that the repayment and redemption premium do not meet the conditions to be measured at amortised cost, and the instrument is consequently measured at fair value through profit or loss (FVTPL).

The net gain on financial assets measured at FVTPL comprises an increase in fair value of GBP714,000 and interest of GBP315,000.

5. Finance

 
                                                 6 month      6 month 
                                               period to    period to 
                                            30 June 2022      30 June 
                                                                 2021 
 
 Interest cost on convertible loan notes             938            - 
 

6. Notes to the Statement of Cash Flow

 
                                                                  6 month         6 month period 
                                                                period to                     to 
                                                             30 June 2022           30 June 2022 
 
  Loss for the year before taxation                                 (547)                  (191) 
 
  Adjustments for: 
  Other gains & losses                                                891                      - 
                                                                 ________               ________ 
  Operating cash flows before movements 
   in working capital                                                 344                  (191) 
 
  (Increase)/Decrease in receivables                                (576)                      9 
  Increase/(Decrease) in payables                                    (50)                      9 
                                                                 ________              _________ 
  Cash (used in) / generated by operations                          (282)                  (173) 
 
  Income taxes                                                          -                      - 
 
  Net cash flows from operating activities                       ________              _________ 
                                                                    (282)                  (173) 
                                                                 ________              _________ 
 

6. Notes to the Statement of Cash Flow (continued

Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. The carrying amount of these assets is approximately equal to their fair value.

The Company's net cash has moved as follows during the year:

 
                           1 January    Cash flow    Non-cash              30 June 
                                2022                 movement                 2022 
                          ----------  -----------  ----------  ------------------- 
                            GBP000's     GBP000's    GBP000's             GBP000's 
 Cash and bank balances        2,311        (282)           -                2,029 
 
 Net cash                      2,311        (282)           -                2,029 
                          ----------  -----------  ----------  ------------------- 
 
 

7. Interim accounts

This interim statement will be available of the Company's investor relations website at www.hawkwing.co

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END

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