TIDMHNG
RNS Number : 8760P
Hawkwing PLC
12 June 2020
12 June 2020
Hawkwing plc
("Hawkwing" or the "Company")
Proposed admission to the Main Market
Share Capital Reorganisation
Notice of General Meeting
Hawkwing plc (AIM: HNG) (formerly TLA Worldwide plc), announces
that it will be posting a circular to shareholders (the "Circular")
containing details of its intention to apply for the Company's
Ordinary Shares to be admitted to the Standard Segment of the
Official List ("Standard List") and to trading on the London Stock
Exchange's Main Market ("Admission"). In tandem with this, the
Company proposes to cancel the Company's Ordinary Shares from the
AIM market of the London Stock Exchange ("AIM").
Unless the context otherwise requires, capitalised terms in this
announcement shall have the same meaning ascribed to them in the
Circular.
Background
The Existing Ordinary Shares have a current nominal value of
GBP0.02 per share and, when the Company's trading was suspended on
AIM on 6 March 2020, a market price of GBP0.004 per share. Under
the Companies Act 2006, a company is prohibited from allotting and
issuing shares at below their par value. This means that the
Company is currently unable to allot and issue any new ordinary
shares at the current market price. It has therefore become clear
to the Board that it is necessary to undertake a share capital
re-organisation. Accordingly, the Board proposes to sub-divide and
consolidate the shareholdings in the Company through the Share
Capital Reorganisation on the terms set out below.
Placing and proposed move to the Standard List
Trading in the Company's shares is currently suspended on AIM,
as it did not complete a reverse takeover within the first six
months of becoming an AIM Rule 15 Cash Shell. The Board is of the
view that this suspension inhibits the Company's ability to
successfully secure an acquisition or to raising funding by issuing
shares. The Board therefore considers that the Company, and its
shareholders, would be better served if the Company's Ordinary
Shares were admitted to the Standard List, as such a move would
remove the suspension of trading in the Company's shares.
The Board is therefore proposing the move to the Standard List
as soon as practicable, expected to be in July 2020. As part of a
move it is considered prudent to ensure that the Company has
sufficient cash resources to enable it to pursue an acquisition.
Therefore, a placing of shares following the move of the Company to
the Standard List is intended. The authorisations to issue new
shares that are being sought, given the Company's current share
price, will enable it to raise sufficient funding to ensure that
the Company is able to continue to operate and undertake any due
diligence required for a potential acquisition.
Share Capital Reorganisation
Under the Share Capital Reorganisation it is proposed that each
Existing Ordinary Share is sub-divided into one Interim Ordinary
Share and one Deferred Share. This would result in 143,427,200
Interim Ordinary Shares and 143,427,200 Deferred Shares in issue
immediately following the Share Split.
The Board further proposes that immediately following the Share
Split, the resulting ordinary share capital of the Company is
reorganised by consolidating every 20 Interim Ordinary Shares into
one New Ordinary Share.
Following the Share Split and assuming the Share Capital
Reorganisation is approved by shareholders at the General Meeting,
unless a shareholder's holding equals or exceeds 20 Interim
Ordinary Shares such shareholder will be left with a fractional
entitlement to the resulting New Ordinary Shares. Any fractions
arising as a result of the consolidation will be aggregated and
sold in the market on shareholder's behalf and, the directors have
so determined that where the amount of the proceeds is GBP5.00 or
more, the net proceeds of the sale (after costs) will be returned
to shareholders in proportion to their fractional entitlement.
Proceeds of less than GBP5.00 will be retained by the Company and
given to charity.
The rights attaching to the New Ordinary Shares will be
identical in all respects to those of the Existing Ordinary Shares.
The Deferred Shares will have no voting rights, no entitlement to
attend general meetings of the Company, no right to any dividend or
other distribution and will carry only the right to participate in
any return of capital to the extent of the amount paid up or
credited as paid up on each Deferred Share after the holders of
Ordinary Shares have received, in aggregate, capital repayments
amounting to GBP100,000,000. Accordingly, the Deferred Shares will,
for all practical purposes, be valueless and it is the Board's
intention, at an appropriate time, to apply to the Court to cancel
the Deferred Shares.
Issue of an additional share
The Company has 143,427,199 Existing Ordinary Shares in issue as
at the date of this announcement. To affect the Consolidation, it
will be necessary to issue a further one Existing Ordinary Share to
increase this to 143,427,200 which is exactly divisible by 20.
Since this additional share would only represent a fraction of a
New Ordinary Share, this fraction would be sold pursuant to the
arrangements for fractional entitlements described above .
If the proposed Share Capital Reorganisation is approved by
shareholders at the General Meeting, the Company will have
7,171,360 New Ordinary Shares in issue.
Admission
Existing share certificates will cease to be valid following the
Share Capital Reorganisation. New share certificates are expected
to be issued the week commencing 6 July 2020. No certificates will
be issued in respect of Interim Ordinary Shares.
Application will be made for the New Ordinary Shares to be
admitted to AIM in place of the Existing Ordinary Shares. Subject
to the shareholder approval of resolution 1, it is expected that
admission on AIM will become effective on 30 June 2020. The trading
in the Company's Ordinary Shares will remain suspended.
Shareholders who hold their Existing Ordinary Shares in
uncertificated form are expected to have their CREST accounts
credited with the New Ordinary Shares on 30 June 2020.
General Meeting
The notice convening the General Meeting of the Company to be
held at 10.15 a.m. (or as soon thereafter as the AGM is concluded)
on 29 June 2020 at 2-6 Boundary Row, London SE1 8HP, at which the
resolutions required, inter alia, to effect the Share Capital
Reorganisation will be proposed, is set out on pages 13 and 17 of
this Circular.
If you hold Existing Ordinary Shares in the Company, you are
entitled to vote at the General Meeting.
In light of the UK Government's guidance and measures currently
in place due to COVID-19, the General Meeting will be held "behind
closed doors" and shareholders will not be able to attend the
meeting in person. The Board requests that shareholders vote on the
resolutions being put to the General Meeting by appointing the
chairman of the General Meeting as a proxy and giving voting
instructions in advance, either electronically, through the CREST
system or by using the Form of Proxy. You are therefore asked to
complete the Form of Proxy in accordance with the instructions
printed on it and to return it to the Registrars as soon as
possible and, in any event, so as to be received by no later than
10.15 a.m. on 25 June 2020.
Copies of the Circular and the Notice of General Meeting are
available on the Company's website ( www.hawkwing.co ) and the text
of the Letter from the Senior Independent Non-Executive Director of
the Company is set out in the Appendix to this announcement.
Recommendation
The Board considers the resolutions to be proposed at the
General Meeting to be in the best interests of the Company and its
shareholders as a whole.
Accordingly, the Board unanimously recommends that shareholders
vote in favour of the resolutions to be proposed at the General
Meeting, as the directors intend to do in respect of their own
beneficial holdings, representing 4,161,740 Existing Ordinary
Shares and approximately 2.9 per cent. of the existing issued
ordinary share capital.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
Enquiries:
Hawkwing plc
Keith Sadler, Senior Independent Non-Executive
Director +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
-----------------
APPIX
Expected timetable of Principal Events
Date of the Circular 12 June 2020
Latest time and date for receipt of Forms 10.15 a.m. on 25 June
of Proxy 2020
Annual General Meeting 10.00 a.m. on 29 June
2020
General Meeting 10.15* a.m. on 29 June
2020
Record Date for the Capital Reorganisation 6.00 p.m. on 29 June
2020
Existing Ordinary Shares disabled in CREST 6.00 p.m. on 29 June
and share register closed 2020
Admission of the New Ordinary Shares to 8.00 a.m. on 30 June
AIM 2020
CREST accounts credited with New Ordinary 30 June 2020
Shares
New Share certificates dispatched Week commencing 6 July
2020
ISIN of New Ordinary Shares GB00BLF0L315
Notes:
(1) Future dates are indicative only and are subject to change
by the Company, in which event details of the new times and dates
will be notified, where appropriate, to shareholders.
(2) References to times in this announcement are to London
time.
(3) All events in the above timetable following the holding of
the General Meeting are conditional upon the passing of resolution
1.
* Or as soon thereafter as the Annual General Meeting shall have
concluded.
Share Capital Statistics
Existing Ordinary Shares in issue as at the date
of this announcement 143,427,199
Par value of the Existing Ordinary Shares GBP0.02
Existing Ordinary Shares in issue immediately prior
to the Share Capital Reorganisation 143,427,200
Number of New Ordinary Shares in issue immediately
following the Share Capital Reorganisation 7,171,360
Number of Deferred Shares in issue immediately following
the Share Capital Reorganisation 143,427,200
Par value of the New Ordinary Shares GBP0.02
Par value of the Deferred Shares GBP0.019
Letter from the Senior Independent Non-Executive Director of
Hawkwing plc
Hawkwing plc
(Incorporated in England and Wales with registered number
07741649)
Directors: Registered Office:
Keith Sadler (Senior Independent Non-Executive Director) 25
Walbrook
Ken Wotton (Non-Executive Director) London
Ian Robinson (Non-Executive Director) EC4N 8AF
Dwight Mighty (Non-Executive Director)
12 June 2020
To: Shareholders,
Dear Shareholder,
Proposed Share Capital Reorganisation
and
Notice of General Meeting
Introduction
I am writing to give you further information in relation to the
business to be proposed at the General Meeting of Hawkwing plc (the
"Company") which will follow the Annual General Meeting of the
Company. As you will see from the enclosed Notice of General
Meeting, there is a resolution relating to a proposed Share Capital
Reorganisation (as defined below). I would like to take the
opportunity to explain why we have proposed this action.
Background
The Existing Ordinary Shares have a current nominal value of
GBP0.02 per share and, when the Company's trading was suspended on
AIM on 6 March 2020, a market price of GBP0.004 per share. Under
the Companies Act 2006, a company is prohibited from allotting and
issuing shares at below their par value. This means that the
Company is currently unable to allot and issue any new ordinary
shares at the current market price. It has therefore become clear
to the Board that it is necessary to undertake a share capital
re-organisation. Accordingly, the Board proposes to sub-divide and
consolidate the shareholdings in the Company through the Share
Capital Reorganisation on the terms set out below.
Placing and proposed move to the Standard List
Trading in the Company's shares is currently suspended on AIM,
as it did not complete a reverse takeover within the first six
months of becoming an AIM Rule 15 Cash Shell. The Board is of the
view that this suspension inhibits the Company's ability to
successfully secure an acquisition or to raising funding by issuing
shares. The Board therefore considers that the Company, and its
shareholders, would be better served if the Company's Ordinary
Shares were admitted to the Standard Segment of the Official List
and to trading on the London Stock Exchange's Main Market
("Standard List"), as such a move would remove the suspension of
trading in the Company's shares. The Board is therefore proposing
the move to the Standard List as soon as practicable, expected to
be in July 2020. As part of a move it is considered prudent to
ensure that the Company has sufficient cash resources to enable it
to pursue an acquisition. Therefore, a placing of shares following
the move of the Company to the Standard List is intended. The
authorisations to issue new shares that are being sought, given the
Company's current share price, will enable it to raise sufficient
funding to ensure that the Company is able to continue to operate
and undertake any due diligence required for a potential
acquisition.
Share Capital Reorganisation
Under the Share Capital Reorganisation it is proposed that each
Existing Ordinary Share is sub-divided into one Interim Ordinary
Share and one Deferred Share. This would result in 143,427,200
Interim Ordinary Shares and 143,427,200 Deferred Shares in issue
immediately following the Share Split.
The Board further proposes that immediately following the Share
Split, the resulting ordinary share capital of the Company is
reorganised by consolidating every 20 Interim Ordinary Shares into
one New Ordinary Share.
Following the Share Split and assuming the Share Capital
Reorganisation is approved by shareholders at the General Meeting,
unless a shareholder's holding equals or exceeds 20 Interim
Ordinary Shares such shareholder will be left with a fractional
entitlement to the resulting New Ordinary Shares. Any fractions
arising as a result of the consolidation will be aggregated and
sold in the market on shareholder's behalf and, the directors have
so determined that where the amount of the proceeds is GBP5.00 or
more, the net proceeds of the sale (after costs) will be returned
to shareholders in proportion to their fractional entitlement.
Proceeds of less than GBP5.00 will be retained by the Company and
given to charity.
The rights attaching to the New Ordinary Shares will be
identical in all respects to those of the Existing Ordinary Shares.
The Deferred Shares will have no voting rights, no entitlement to
attend general meetings of the Company, no right to any dividend or
other distribution and will carry only the right to participate in
any return of capital to the extent of the amount paid up or
credited as paid up on each Deferred Share after the holders of
Ordinary Shares have received, in aggregate, capital repayments
amounting to GBP100,000,000. Accordingly, the Deferred Shares will,
for all practical purposes, be valueless and it is the Board's
intention, at an appropriate time, to apply to the Court to cancel
the Deferred Shares.
Issue of an additional share
The Company has 143,427,199 Existing Ordinary Shares in issue as
at the date of this document. To affect the Consolidation, it will
be necessary to issue a further one Existing Ordinary Share to
increase this to 143,427,200 which is exactly divisible by 20.
Since this additional share would only represent a fraction of a
New Ordinary Share, this fraction would be sold pursuant to the
arrangements for fractional entitlements described above .
If the proposed Share Capital Reorganisation is approved by
shareholders at the General Meeting, the Company will have
7,171,360 New Ordinary Shares in issue.
Admission
Existing share certificates will cease to be valid following the
Share Capital Reorganisation. New share certificates are expected
to be issued the week commencing 6 July 2020. No certificates will
be issued in respect of Interim Ordinary Shares.
Application will be made for the New Ordinary Shares to be
admitted to AIM in place of the Existing Ordinary Shares. Subject
to the shareholder approval of resolution 1, it is expected that
admission on AIM will become effective on 30 June 2020. The trading
in the Company's Ordinary Shares will remain suspended.
Shareholders who hold their Existing Ordinary Shares in
uncertificated form are expected to have their CREST accounts
credited with the New Ordinary Shares on 30 June 2020.
Taxation
The following summary is intended as a general guide only and
relates to the UK taxation treatment of the Share Capital
Reorganisation. It is based on current UK tax law and the current
published HM Revenue and Customs practice applying in the case of
those holders of Existing Ordinary Shares who are residents of the
UK for tax purposes and are the beneficial owners of those shares
and hold them as investments. Certain holders of Existing Ordinary
Shares, such as dealers in securities, insurance companies,
collective investment schemes and persons who have acquired their
shares by reason of their or another's employment, may be taxed
differently and are not considered here. It is expected that for
the purposes of UK taxation on chargeable gains the Share Capital
Reorganisation will be treated as follows:
The New Ordinary Shares arising from the Share Capital
Reorganisation will result from a reorganisation of the share
capital of the Company. Accordingly, holders of Existing Ordinary
Shares should not normally be treated as making a disposal of all
or part of their holding of Existing Ordinary Shares by reason of
the Share Capital Reorganisation being implemented. The New
Ordinary Shares which replace their holding of Existing Ordinary
Shares as a result of the Share Capital Reorganisation will be
treated as the same asset acquired at the same time as their
holding of Existing Ordinary Shares was acquired.
To the extent that a Shareholder receives cash by virtue of a
sale on his behalf of any New Ordinary Shares to which he or she
has a fractional entitlement, the Shareholder will not in practice
normally be treated as making a part disposal of the Shareholder's
holding of Existing Ordinary Shares, the proceeds instead being
deducted from the base cost of the Shareholder's new holding. If
those proceeds exceed that base cost, however, the Shareholder will
be treated as disposing of part or all of his holding of Existing
Ordinary Shares and may, depending on his circumstances, be subject
to tax in respect of any chargeable gain thereby realised.
General Meeting
The notice convening the General Meeting of the Company to be
held at 10.15 a.m. (or as soon thereafter as the AGM is concluded)
on 29 June 2020 at 2-6 Boundary Row, London SE1 8HP, at which the
resolutions required, inter alia, to effect the Share Capital
Reorganisation will be proposed, is set out on pages 13 and 17 of
this document.
If you hold Existing Ordinary Shares in the Company, you are
entitled to vote at the General Meeting.
Further explanation of the special business resolutions to be
proposed at the General Meeting can be found in the explanatory
notes to the Notice of General Meeting.
Action to be taken
You will find enclosed with this document a Form of Proxy for
use at the General Meeting.
In light of the UK Government's guidance and measures currently
in place due to COVID-19, the Board is planning for the General
Meeting to be held "behind closed doors". Shareholders will not be
able to attend the meeting in person. The Board requests that
Shareholders vote on the resolutions being put to the General
Meeting by appointing the chairman of the General Meeting as a
proxy and giving voting instructions in advance, either
electronically, through the CREST system or by using the enclosed
Form of Proxy.
You are therefore asked to complete the Form of Proxy in
accordance with the instructions printed on it and to return it to
the Registrars as soon as possible and, in any event, so as to be
received by no later than 10.15 a.m. on 25 June 2020.
Recommendation
The Board considers the resolutions to be proposed at the
General Meeting to be in the best interests of the Company and its
shareholders as a whole.
Accordingly, the Board unanimously recommends that shareholders
vote in favour of the resolutions to be proposed at the General
Meeting, as the directors intend to do in respect of their own
beneficial holdings, representing 4,161,740 Existing Ordinary
Shares and approximately 2.9 per cent. of the existing issued
ordinary share capital.
Yours faithfully,
Keith Sadler
Senior Independent Non-Executive Director
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
LISEAKKAFEAEEFA
(END) Dow Jones Newswires
June 12, 2020 12:09 ET (16:09 GMT)
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