TIDMHNG
RNS Number : 6805M
Hawkwing PLC
23 September 2021
23 September 2021
Hawkwing plc
("Hawkwing" or the "Company")
Unaudited interim results for the six months ended 30 June
2021
Hawkwing (LSE: HNG) is pleased to announce its unaudited interim
results for the six months ended 30 June 2021.
Financial Highlights
-- Loss before tax of GBP0.2 million (H1 2020 loss: GBP0.1 million)
-- Loss per share from continuing operations of GBP0.38 pence (H1 2020 loss: GBP1.61 pence)
-- Cash at 30 June 2021 of GBP0.88 million (H1 2020: GBP0.02 million)
Post Period Events
-- Announced the potential acquisition of Internet Fusion Group Limited ("IFG")
-- Raised GBP16.5 million in Convertible Unsecured Loan Notes ("CULS")
-- Provided a loan of GBP13.7 million to IFG to fund the
acquisitions of Northcore Limited and Shade Limited
Keith Sadler, Senior Independent Non-Executive Director,
commented: " In the first half of the year, we pursued our strategy
of identifying businesses for acquisition that had the potential to
be cash flow positive and profitable. We made excellent progress in
this regard culminating in the announcement of 12 July 2021 of the
proposed reverse takeover of Internet Fusion Group, an established
business in the eCommerce industry with an excellent track record
and exciting growth plans.
"We look forward to progressing the proposed acquisition with
IFG and it was pleasing to see strong investor support through the
recent fundraise, which demonstrated confidence in our strategy and
acquisition plans. I would like to thank our shareholders for their
continued support and look forward to updating the market on our
progress."
Enquiries:
Hawkwing plc
Keith Sadler Senior Independent Non-Executive
Director +44 20 7618 9100
Luther Pendragon
Harry Chathli, Alexis Gore +44 20 7618 9100
About Hawkwing plc
For more information, please refer to the Company's website:
www.hawkwing.co
Interim Management Report
Overview
During the first half of 2021 the Company has sought to execute
on its acquisition strategy and since the end of the period the
Company has announced the signing of a non-binding agreement to
potentially acquire IFG. In connection with this potential
acquisition, on 12 August 2021 Hawkwing raised GBP16.5 million
through the issue of CULS of which the Company has loaned GBP13.7
million to IFG (SPP) Limited, a newly formed company, guaranteed by
IFG, for the acquisitions of Northcore Limited and Shade Limited,
trading as Shade Station, to enable IFG to continue with its
buy-and-build growth strategy (the "IFG Loan"). The IFG Loan is
secured against the assets of the acquired businesses.
Headline results
For the six-month 2021 2020
period to 30 June Change
GBP000's GBP000's
---------------------- --------- --------- -----------
Revenue 22 - -
Operating income - - -
Headline EBITDA (190) (115) 265.2%
Headline loss before
tax (190) (115) 265.2%
Headline loss per
share (pence) (0.38) (1.61) 1.23 pence
Cash flow and net debt
The Company's cash balance as at 30 June 2021 was GBP0.88
million (H1 2020: GBP0.02 million) and it had no debt as at 30 June
2021.
Post Period Events
In July 2021, the Company announced the signing of a non-binding
agreement to potentially acquire IFG. In August 2021, the Company
raised GBP16.5 million of cash, before expenses, of which GBP13.7
million has been loaned to IFG (SPP) Limited for the acquisitions
of Northcore Limited and Shade Limited.
Dividend
The Directors have not declared an interim dividend for the six
months ended 30 June 2021. The Directors will continue to review
the Company's dividend policy.
Current trading and outlook
Hawkwing is now a Standard List cash shell. Hawkwing's shares
were suspended to trading on the main market for listed securities
of London Stock Exchange plc following its announcement of the
potential reverse takeover of IFG (the "Proposed Acquisition"). The
Board is pleased to report that the Proposed Acquisition is
proceeding as planned. However, trading in the Company's shares
will remain suspended pending publication of a prospectus or an
announcement that the Proposed Acquisition is not proceeding.
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 2020 on 6
April 2021 which contains a detailed explanation of the risks
relevant to the Company on Page 3 and is available at
https://hawkwing.co/wp-content/uploads/2021/04/Hawkwing_Annual-Report_2020_Final_Published.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 2021
6-month 6-month Year ended
period to period to 31 December
30 June 30 June 2020
2021 2020
(Audited)
GBP000's GBP000's GBP'000's
Revenue 22 - -
Cost of sale (22) - -
Operating income - - -
Administrative expenses (190) (115) (340)
Operating loss (190) (115) (340)
Headline EBITDA (190) (115) (235)
Exceptional costs - - (105)
-------------
Operating loss (190) (115) (340)
Loss before taxation (190) (115) (340)
Taxation - - -
----------- ----------- -------------
Loss after taxation for the
period (190) (115) (340)
Loss for the period is entirely attributable to the owners of
the Company.
Note
Basic (pence) 2 (0.38) (1.61) (0.019)
Diluted (pence) 2 (0.38) (1.61) (0.019)
======= ======= ========
Condensed Balance Sheet (unaudited)
30 June 2021 30 June 2020 31 December 2020
GBP000's GBP000's GBP000's
(Audited)
Current assets
Trade and other receivables 34 64 43
Cash and cash equivalents 887 22 1,060
Total current assets 921 86 1,103
Current liabilities
Trade and other payables (41) (61) (33)
Net current assets 880 25 1,070
Net assets 880 25 1,070
Equity
Share capital 3,731 2,869 3,731
Share premium 30,056 29,648 30,056
Merger reserve 251 251 251
Retained loss (33,158) (32,743) (32,968)
Equity attributable to owners of the Company 880 25 1,070
Condensed Statement of Cash Flows (unaudited)
For the six-month period to 30 June 2021
6-month period to 6-month period to Year ended
30 June 2021 30 June 2020 31 December 2020
Note GBP000's GBP000's GBP000's
Net cash outflow from operating activities 4 (173) (149) (339)
Financing activities
Net proceeds on issue of shares 1,227
Net decrease in cash and cash equivalents (173) (149) (889)
Cash and cash equivalents at beginning of period 1,060 171 171
Cash and cash equivalents at end of period 887 22 1,060
Condensed Statement of Changes in Equity (unaudited)
For the six-month period to 30 June 2021
Merger Retained
Share Capital Share Premium reserve Loss Total
GBP000's GBP000's GBP000's GBP000's GBP000's
------------------------- -------------- -------------- --------- --------- ---------
Balance as at 1 January
2020 2,869 29,648 251 (32,628) 140
Total comprehensive
income for period - - - (115) (115)
Balance as at 30 June
2020 2,869 29,648 251 (32,743) 25
============== ============== ========= ========= =========
Balance as at 1 January
2021 3,731 30,056 251 (32,968) 1,070
Total comprehensive
income for period - - - (190) (190)
Balance as at 30 June
2021 3,731 30,056 251 (33,158) 880
============== ============== ========= ========= =========
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 2020 (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
2020 and those applicable for the year ended 31 December 2021. 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
The Company has adopted all new or amended Accounting Standards
and Interpretations issued by the International Accounting
Standards Board ('IASB') that are mandatory for the current
reporting period. Any new or amended Accounting Standards or
Interpretations that are not yet mandatory have not been early
adopted.
Going concern
The Company raised GBP1.29 million, before costs, in September
2020 and has GBP0.9 million in cash on its balance sheet at the
period end. The Company has minimal ongoing costs which reflect the
costs of administrating its listing on the London Stock
Exchange.
COVID-19 may impact the Company's ability to complete an
acquisition. The directors' will continue, on a going basis, to
review the Company's options.
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
2021 2020
pence per pence per
share share
Basis loss per share (0.38) (1.61)
Diluted loss per share (0.38) (1.61)
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
2021 2020
GBP000's GBP000's
Loss for the purposes of basic earnings
per share being net loss attributable to
owners of the Company (190) (115)
Number of Number of
Shares Shares
Weighted average number of shares in issue: 50,288,019 7,171,360
3. Taxation
The Company incurred no current taxation liability in the 6
months to 30 June 2021 or the 6 months to 30 June 2020. The Company
has tax losses carried forward of GBP1,475,181 (2020: GBP1,059,542)
in respect of which no deferred tax asset has been recognised due
to uncertainty of the Company's expected future profitability
4. Notes to the Statement of Cash Flow
6-month period 6-month
to 30 June period to
2021 30 June
GBP000's 2020
GBP000's
Operating loss for the period (190) (115)
Operating cash flows before movements in
working capital (190) (115)
Decrease/(increase) in trade other receivables 9 (1)
Increase/(decrease) in trade other payables 8 (33)
Cash used in operations (173) (149)
Income taxes paid - -
Net cash outflow from operating activities (173) (149)
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 debt has moved as follows during the
period:
1 January Cash flow Non-cash 30 June
2021 Movements 2020
GBP000 GBP000 GBP000 GBP000
----------- ----------- ----------- ---------
Cash and bank balances 1,060 (173) - 887
Borrowings - - - -
Net (debt)/cash 1,061 (173) - 887
5. Interim accounts
This interim statement will be available of the Company's
investor relations website at www.hawkwing.co
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END
IR MZGZLRZGGMZM
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