HNG.L Regulatory News (HNG)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 6/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.

2 December 2022

Hawkwing plc

("Hawkwing" or the "Company")

Update on Hawkwing's Unsecured Convertible Loan Notes ("CULS")

Further to the announcement on 28 November 2022, the Convertible Loan Note holder ("Holder") has informed the Company it will not withdraw its statutory demand for the repayment of £2,209,709.59 in respect of the Holder's CULS by 15 December 2022. The Company is therefore seeking appropriate injuctive relief in respect of the statutory demand. 

The instrument creating the CULS provides that (with the prior written consent of noteholders who, from time to time, hold CULS the aggregate principal amount of which constitute more than fifty per cent. of the principal amount of all CULS in issue and outstanding (a "Noteholder Majority")) the Company may make any amendment, modification, change or addition to the instrument and any such amendment, modification, change or addition shall be binding on noteholders. On 30 November 2022 the Company received written consent (the "Consent") from noteholders holding, in aggregate, 71.5 per cent. of the principal amount of all CULS in issue and outstanding irrevocably consenting to certain matters, the principal consents being:

1. amending the price (the "Conversion price") at which the CULS can be converted into ordinary shares in the capital ofthe Company ("Ordinary Shares") from 6p per share to such price as the Company may agree with a Noteholder Majority;

2. if the Company cannot agree the Conversion Price with a Noteholder Majority then the CULS cannot be converted into Ordinary Shares and the final date for repayment of the CULS will be extended from 12 August 2024 to 12 August 2025;

3. interest due on the CULS will (instead of being paid on the interest payment dates that were originally contemplated) be capitalised and added to the principal amount due on the CULS;

4. confirming that the proceeds of the CULS could be used to make loans to any member of the group of companies of which Internet Fusion Group Limited is the holding company or affiliated to Internet Fusion Group Limited (including without limitation IFG (SPP) Limited) (the "IFG Group");

5. confirming that if the Company or any of its material subsidiaries becomes insolvent (other than due to a revaluation of the loan to the IFG Group in the books or accounts of the Company or any member of its group) this will be an event of default under the CULS ("Event of Default"); and

6. confirming that the Company failing to obtain the necessary shareholder approvals to allow for the issue of Ordinary Shares ("Conversion Approval") following an agreement of the Conversion Price will be an Event of Default.

The Consent also irrevocably waived (in the event that such might have been an Event of Default):

1. the advance of a loan of £13,700,000 to IFG (SPP) Limited, which is an affiliated party of IFG, but which is not itself a member of the IFG Group;

2. the failure of the Company to obtain Conversion Approval by 31 March 2022; and

3. any failure by the Company to give written notice to noteholders of an Event of Default or the obtaining of a waiver from a Noteholder Majority to an Event of Default that occurred prior to the date of the Consent.

The Company will give a further update to the market in due course.

Important Notices

This announcement contains 'forward‐looking statements' concerning the Company that are subject to risks and uncertainties. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'targets', 'plans', 'expects', 'aims', 'intends', 'anticipates' or similar expressions or negatives thereof identify forward‐looking statements. These forward‐looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward‐looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely. The Company cannot give any assurance that such forward‐looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward‐looking statements, which speak only as of the date of this announcement. The Company does not undertake any obligation to update or revise publicly any of the forward‐looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company.

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About Hawkwing plc

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