TIDMHNG
RNS Number : 8919O
Hawkwing PLC
04 June 2020
4 June 2020
Hawkwing plc
("Hawkwing", or the "Company")
2019 Final Results
Hawkwing plc (AIM: HNG) (formerly TLA Worldwide plc) announces
its financial results for the year ended 31 December 2019. The
Company's headline results following the 2018 sale of the US
businesses and 2019 sale of the Australian business are set out as
follows:
HEADLINE RESULTS Year ended Year ended
31 December 31 December
2019 2018
$000 $000
Revenue - -
Operating loss (444) (42,774)
Headline EBITDA (924) 328
Loss before tax(1) (444) (42,774)
STATUTORY FIGURES Year ended Year ended
31 December 31 December
2019 2018
$000 $000
Operating loss (444) (42,774)
Loss before tax (444) (42,774)
Loss after tax (442) (42,776)
Loss per share (dollars) (0.003) (0.298)
(1) Headline EBITDA is operating loss adjusted to remove the
impact of exceptional income/costs.
BALANCE SHEET
----------------------------- --- ------------ ------------
31 December 31 December
2019 2018
$000 $000
Current assets
Trade and other receivables 84 234
Cash and cash equivalents 227 814
311 1,048
Current liabilities
Trade and other payables (125) (424)
Net assets 186 624
Amounts disclosed above, in respect of the period ended 31
December 2018, relate to the results and financial position of the
Company only, as opposed to the Group figures which formed the
basis of the 31 December 2018 audited financial statements.
Keith Sadler, Interim Non-Executive Chairman, said: "Following
the sale of the Australian businesses, the Company has become an
'AIM Rule 15 cash shell'. The Company's strategy is to acquire a
business that is seeking a quoted platform via a Reverse Takeover.
The Directors will consider opportunities in a number of sectors
but will focus on an acquisition that can create significant value
for shareholders in the form of capital growth and/or dividends. As
part of this strategy the Directors may consider a fundraising for
any potential acquisition and working capital."
Enquiries:
Hawkwing plc
Keith Sadler, Interim Non-Executive Chairman +44 20 7618 9100
-----------------
Beaumont Cornish Limited (Nomad and Broker)
Roland Cornish, James Biddle +44 20 7628 3396
-----------------
Luther Pendragon
Harry Chathli, Alexis Gore +44 20 7618 9100
-----------------
Overview
During the year Hawkwing PLC has divested its Australian
business. The US businesses were divested in 2018. The Company has
now become an 'AIM Rule 15 cash shell'. The Company's strategy is
to acquire a business that is seeking an AIM quoted platform via a
Reverse Takeover. The Directors are considering opportunities in a
number of sectors and are focusing on an acquisition that can
create value for shareholders in the form of capital growth and/or
dividends.
As an AIM Rule 15 cash shell, the Company is required to make an
acquisition or acquisitions which constitutes a reverse takeover
under AIM Rule 14 on or before the date falling six months from the
completion of the sale of the Australian business or be re-admitted
to trading on AIM as an investing company under the AIM Rules
(which requires the raising of at least GBP6 million of new equity
funding) failing which, the Company's Ordinary Shares would then be
suspended from trading on AIM pursuant to AIM Rule 40. AIM has
extended the period between suspension and the cancellation of a
company's shares to twelve months for all companies suspended
between 30 September 2019 and 1 July 2020, as a result of COVID-19.
Therefore, the Company has until 6 March 2021 to make an
acquisition. COVID-19 may impact the Company's ability to execute
an acquisition during this period. However, the Directors will
review, on an ongoing basis, the options for the Company, including
raising additional funds; the impact of a delisting given the
Company would have to seek a re-admission to AIM if it was delisted
or not; and removing its suspension by moving the Company's
listing.
BOARD CHANGES
On 26 September 2019, Dwight Mighty joined the board. Dwight was
previously Chief Operating Officer of TLA Worldwide plc and is
Hawkwing's Company Secretary.
FUTURE DEVELOPMENTS
The Company has become an AIM Cash Shell following disposal of
its subsidiaries in 2019 and it is the board's intention to seek a
new business to reverse into the Company.
As stated above, an additional period is now available between
suspension and the potential cancellation of the Company's shares.
The Directors will review, on an ongoing basis, the options of the
Company including raising additional funding for due diligence on
potential acquisitions and working capital; the impact of being
delisted, given the fact that the Company would have to seek a
re-admission to AIM if an acquisition is successful; and removing
the suspension of its shares by listing on another market.
During this transition the board intends to keep costs to a
minimum to preserve cash. The Non-Executive directors have
therefore waived their fees since 1 January 2019.
Annual Report and Accounts
The Company will shortly be publishing its annual report and
accounts including a notice of AGM. These will be made available on
the Company's investor relations website at www.hawkwing.co . The
AGM is to be held at 10 a.m. on 29 June 2020.
FINANCE REVIEW
STATUTORY LOSS AFTER TAX
For the year ended 31 December 2019, the Company reported a loss
after tax of $0.4 million (2018: loss of $42.8 million).
Performance at the operating level, before exceptional
income/charges showed a Headline EBITDA loss of $0.9 million (2018:
profit of $0.3 million).
Loss per share attributable to owners of the Company was $0.003
(2018: loss of $0.298).
CASH FLOW AND BANKING ARRANGEMENTS
Cash balances as at 31 December 2019 were $0.2 million (31
December 2018: $0.8 million).
The Company had no external borrowings at 31 December 2019
(2018: nil).
BALANCE SHEET POSITION
The Company has net assets at the end of December 2019 of $0.2
million (31 December 2018: net assets of $0.6 million). Total
liabilities (current) were $0.1 million (31 December 2018: $0.4
million).
DIVIDS
The board is not in a position to propose a final dividend for
the year (2018: $nil).
PRINCIPAL RISKS AND UNCERTAINIES
The management of the Company and the execution of the Company's
strategies are subject to certain risks; however, the Company's
current operations are such that most risks are negligible. The key
business risks are shown below.
Risk management
The risks that the Company faces have been considered and
policies have been implemented to best deal with each risk. The
most significant risks are set out as follows:
Credit risk
The Company has no trade receivable balances and only minor
other receivables and thus there is no significant current risk of
non-payment.
Liquidity risk
The Company is currently being maintained as an AIM Cash Shell
under AIM Rule 15 and the board intends to complete a reverse
takeover within 18 months from the date of the sale of the
Australian businesses in September 2019, during which period the
board will keep costs to a minimum in order to preserve cash.
Currency risk
The Company's only current exposure to currency risk is with
regard to amounts held in foreign currency bank accounts. The
non-sterling cash balances at 31 December 2019 were US$12k (2018:
US$798k).
Key Performance Indicators (" KPI's")
Following the divestment of its investments in group
undertakings, the Company no longer manages its operational
performance using KPIs. As a result, performance against KPIs is
not presented within these financial statements.
The Company's immediate future performance criteria relate to a
successful future acquisition/reverse takeover.
HAWKWING PLC
(formerly TLA Worldwide plc)
Income Statement
For the year ended 31 December 2019
2019 2018
Note $000 $000
Administrative expenses (464) (46,926)
Other income 20 4,152
Operating loss 3 (444) (42,774)
Headline EBITDA (924) 328
Exceptional income/(costs) 3 480 (43,102)
Operating loss (444) (42,774)
Loss before taxation (444) (42,774)
Taxation 4 2 (2)
Loss for the year (442) (42,776)
Loss per share from continuing operations:
Basic (dollars) 2 (0.003) (0.298)
Diluted (dollars) 2 (0.003) (0.298)
HAWKWING PLC
(formerly TLA Worldwide plc)
Statement of Comprehensive Income
For the year ended 31 December 2019
2019 2018
$000 $000
Loss for the year (442) (42,776)
Exchange translation differences 4 (498)
Total comprehensive expense (438) (43,274)
HAWKWING PLC
(formerly TLA Worldwide plc)
Balance Sheet
31 December 2019
2019 2018
Note $000 $000
Current assets
Trade and other receivables 84 234
Cash and cash equivalents 227 814
__________ __________
Total current assets 311 1,048
Current liabilities
Trade and other payables (125) (424)
__________ __________
Net current assets 186 624
Net assets 186 624
========== ==========
Equity
Share capital 4,473 4,473
Share premium 46,079 46,079
Merger reserve 309 309
Foreign currency reserve (7,157) (7,161)
Retained loss (43,518) (43,076)
Total equity 186 624
========== ==========
HAWKWING PLC
(formerly TLA Worldwide plc)
Statement of Changes in Equity
For the year ended 31 December 2019 and 2018
Share Share Merger Foreign Retained Total
Capital Premium Reserve Currency Loss
Reserve
$000 $000 $000 $000 $000 $000
Balance at 1 January
2018 4,473 46,079 309 (6,663) (300) 43,898
---------- ---------- ---------- ----------- ---------- ----------
Total comprehensive
income for the year - - - (498) (42,776) (43,274)
Balance at 31 December
2018 4,473 46,079 309 (7,161) (43,076) 624
Total comprehensive
income for the year - - - 4 (442) (438)
Balance at 31 December
2019 4,473 46,079 309 (7,157) (43,518) 186
========== ========== ========== =========== ========== ==========
HAWKWING PLC
(formerly TLA Worldwide plc)
Statement of Cash Flows
For the year ended 31 December 2019
2019 2018
Note $000 $000
Net cash flows from operating activities 5 (587) 586
Net (decrease) / increase in cash and cash equivalents (587) 586
Cash and cash equivalents at beginning of the year 814 69
Foreign currency translation effect - 159
Cash and cash equivalents at end of the year 227 814
Principal accounting polices
While the financial information included in this final results
announcement has been prepared in accordance with the recognized
and measurement criteria of International Financial Reporting
Standards (IFRS), this announcement does not itself contain
sufficient information to comply with IFRSs.
The financial information set out above does not constitute the
Company's statutory accounts for the year ended 31 December 2019,
or year ended 31 December 2018, but is derived from those accounts.
Statutory accounts for 2018 have been delivered to the Registrar of
Companies and those for 2019 will be delivered following the
Company's annual general meeting.
The auditor has reported on those accounts. The audit report on
the group accounts was one of a disclaimer of opinion on the basis
that, as a result of the sale of the US operations and the proposed
sale of the Australian operations, it has not been possible to
obtain access to the underlying books and records of these
operations sufficient to perform an audit in accordance with
International Standards on Auditing (UK) (ISAs (UK)). As such, a
limitation of scope has been placed on the auditor with regard to
the results of the US and Australian operations for the year ended
31 December 2018 and statement of financial position of the
Australian operations as at that date. The limitation in scope is
such that the auditor is unable to form an opinion on the affairs
of the Australian operations as at 31 December 2018 and on the loss
for the year from the discontinued operations and the loss
recognised on the measurement to fair value less costs to sell the
discontinued operations of both the US and the Australian
businesses.
The auditor has reported separately on the parent company
financial statements of Hawkwing Plc for the year ended 31 December
2019. The auditor's report on those accounts was unqualified and
drew attention to a material uncertainty related to going concern
without qualifying the report and did not contain a statement under
section 498(2) and (3) of the Companies Act 2006.
The material uncertainty per their report (to be published
shortly) is reproduced below:
Material uncertainty related to Going Concern
We draw attention to the 'Going concern' section of the
accounting policies on page 32 of the financial statements which
states that the Company has sold the US and Australian operations
and terminated the trading activities of its UK operations. Since
the sale of the Australian operations, the Company became an 'AIM
Rule 15 cash shell' and as no acquisition was made within the
allotted time, the Company's shares were suspended on 6 March
2020.
In order to continue in operation for a period of at least 12
months from the date of this report, additional funding will be
required and, as set out on page 32, the directors believe that
such funding will be obtained. As stated in the accounting
policies, these conditions indicate that a material uncertainty
exists that may cast significant doubt on the Company's ability to
continue as a going concern. Our opinion is not modified in respect
of this matter.
Going concern
The Company's group sold its US businesses on 28 December 2018
and the Australian business was sold on 5 September 2019. The
Company also disposed of its UK subsidiary investment in December
2019, the activities of which had already been discontinued.
Consequently, the Company became an AIM Cash Shell under AIM Rule
15. The board intends to seek a business that can be reversed into.
The Company has 18 months from the date of the sale of the
Australian business to complete a reverse takeover, during which
period the board intends to keep costs to a minimum in order to
preserve cash. If it is not possible to complete a reverse takeover
or should additional funds not be obtained to sustain the Company
during the foreseeable future, the going concern position of the
Company would be at risk.
COVID-19 may impact the Company's ability to complete an
acquisition. The Directors will continue, on an on-going basis, to
review the Company's options including raising additional
funding.
The requirement for the Company to obtain additional funding and
to complete a reverse takeover give rise to a material uncertainty
that may cast significant doubt on the Company's ability to
continue as a going concern. The Directors believe that the actions
required to maintain the going concern position of the Company will
be achieved and therefore the Directors have a reasonable
expectation that the Company will continue in operational existence
for the foreseeable future. As a result, the Board continues to
adopt the going concern basis of accounting in preparing the
financial statements.
Basis of non-consolidation
The Company had disposed of all subsidiary undertakings at 31
December 2019, and consequently there is no requirement to prepare
consolidated financial statements. These financial statements
therefore present the financial position and financial performance
of the Company as a single entity.
Principal accounting polices (continued)
1. Segmental analysis
The Company's single reportable segment is that of its
activities as an investment holding company. This activity takes
place wholly in the United Kingdom.
2. Loss per share attributable to ordinary shareholders
2019 2018
dollars per dollars per
share share
Basic loss per share (0.003) (0.298)
Diluted loss per share (0.003) (0.298)
The loss attributable to ordinary shareholders and weighted
average number of ordinary shares for calculating diluted earnings
per ordinary share are identical to those used for basic loss per
ordinary share as at 31 December 2018 and 31 December 2019. All
share options formerly in issue had expired.
The calculation of loss per share is based on the following
data:
2019 2018
$000 $000
Loss for the purposes of basic earnings
per share being net loss attributable
to owners of the Company (442) (42,776)
Number of Shares
Weighted average number of shares
in issue: 143,427,199 143,427,199
There were no shares with a dilutive, or potentially dilutive,
impact (2018: nil).
3. Operating loss
The following are included in operating loss for the year:
2019 2018
$000 $000
Exceptional (income)/costs (see
analysis below) (480) 43,102
Staff costs 532 1,334
Auditor's remuneration (see note
4) 55 133
Lease payments 4 76
Foreign exchange losses/(gains) 31 (32)
The exceptional and acquisition related income/(costs) relate
to:
2019 2018
$000 $000
Loan arrangement costs* 44 -
Legal and professional costs ** 233 278
Exceptional staff costs *** 273 -
Impairment of loans in other ventures - 402
Impairment of investments - 22,321
(Reversal of impairment)/Impairment on
intercompany loans **** (1,030) 20,101
Exceptional (income)/ costs as above (480) 43,102
* The arrangement costs represent fees paid by the Company in
respect of the borrowing arrangements of its former subsidiary
undertakings.
** Legal and professional costs in 2019 were incurred in
relation to the disposal of the Company's subsidiary undertakings
(see note 8 for further details). In 2018 the legal and
professional costs related to advice on the sale of the US
business.
*** Exceptional staff costs relate to the advance payment of an
employment contract notice period. This amount is included within
the staff costs figure of $532k disclosed above.
**** The (impairment reversal)/impairment on intercompany loans
relates to amounts owed by former subsidiary undertakings written
off prior to disposal.
4. Tax
2019 2018
$000 $000
Current taxation
UK corporation tax - 2
Adjustments in respect of prior
year (2) -
Tax charge for the year (2) 2
The charge for the year can be reconciled to the income
statement as follows:
2019 2018
$000 $000
Loss before tax (444) (42,774)
Tax credit at the UK corporation
tax rate of 19% (2018: 19%) (84) (8,127)
Effects of:
Expenses not deductible for
tax purposes 53 8,115
Non-taxable income (204) -
Losses not recognised in deferred
tax 235 14
Adjustment in respect of prior
years (2) -
Tax (credit) / charge for the
year (2) 2
The Company has tax losses carried forward of $272,417 (2018:
$33,131) in respect of which no deferred tax asset has been
recognised due to uncertainty of the Company's expected future
profitability.
5. Notes of Cash flow Statement
2019 2018
$000 $000
Loss for the year (442) (42,776)
Adjustments for:
Income tax (credit)/expense (2) 2
Amounts written off investments - 22,321
Impairment of group and other loans 20,503
Operating cash flows before movements
in working capital (444) 50
Decrease in receivables 154 1,309
Decrease in payables (297) (773)
Cash (used in) / generated by operations (587) 586
Income taxes - -
Net cash flows from operating activities (587) 586
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 31 December
2019 Movements 2019
$000 $000 $000 $000
----------- ----------- ----------- -------------
Cash and bank balances 814 (587) - 227
Net cash 814 (587) - 227
6. Annual report and accounts
The Company will shortly be publishing its annual report and
accounts including a notice of AGM. These will be made available on
the Company's investor relations website at www.hawkwing.co . The
AGM is to be held at 2-6 Boundary Row, London SE1 8HP at 10 a.m. on
29 June 2020.
COVID-19 arrangements
Further to UK Government instructions at the time of writing,
the Company's AGM will be held "behind closed doors" and
shareholders must not attend the meeting in person. The
Government's compulsory measures to help combat the Covid-19
pandemic prohibit, amongst other things, public gatherings of more
than two people and as such attendance at the AGM by shareholders
is no longer lawful.
The AGM will be convened with the minimum necessary quorum of
two shareholders (which will be facilitated by the Company) and
will be held at 2-6 Boundary Row, London SE1 8HP. This address is
being provided solely for information purposes in order to ensure
that the AGM is properly notified, and shareholders are reminded
that they must not attend in person. All valid proxy votes (whether
submitted electronically or in hard copy form) will be included in
any poll to be taken at the meeting.
The board of directors (the "Board") requests that shareholders
vote on the resolutions being put to the AGM by appointing the
chairman of the AGM as a proxy and giving voting instructions in
advance, either electronically, through the CREST system or by
using the enclosed Form of Proxy.
The Board understands that the AGM also serves as a forum for
shareholders to raise questions and comments. Therefore, if
shareholders do have any questions or comments relating to the
business of the meeting that they would like to ask the Board then
they are asked to submit those questions in writing via email to
AGM20@hawkwing.co by no later than 10.00 a.m. on 29 June 2020. The
Board will publish a summary of any questions received together
with a written response on the Company's website as soon as
practicable after the AGM. Only questions from registered
shareholders of the Company will be accepted.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR KXLFBBQLLBBV
(END) Dow Jones Newswires
June 04, 2020 02:00 ET (06:00 GMT)
Hawkwing (LSE:HNG)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Hawkwing (LSE:HNG)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
