TIDMHAYD
RNS Number : 3251M
Haydale Graphene Industries PLC
20 September 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONTRAVENE LOCAL
SECURITES LAWS OR REGULATIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN HAYDALE GRAPHENE INDUSTRIES PLC OR
ANY OTHER ENTITY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH
ANY APPLICABLE LAW OR REGULATION.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS
ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS
SECTION INCLUDED IN THE APPIX TO THE COMPANY'S ANNOUNCEMENT OF 7.00
AM TODAY.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
20 September 2021
HAYDALE GRAPHENE INDUSTRIES PLC
("Haydale", the "Company" or the "Group")
Result of Oversubscribed Fundraising
Haydale, the global technologies group and service provider that
facilitates the integration of graphene and other nanomaterials
into the next generation of industrial materials and commercial
technologies, announces that further to its announcement at 7.00
a.m. today (the "Launch Announcement"), it has successfully
completed the Fundraising which was oversubscribed, and is now
closed.
The Fundraising has raised GBP5.1 million (gross) through the
retail offer, placing and subscription of 85,055,893 new Ordinary
Shares, all at an Issue Price of 6 pence per share.
The funds raised by the Fundraising will be used predominantly
to fund general working capital needs of the business, support the
scaling up of manufacturing capacity at the Ammanford site and
drive forward product rollout into the US market.
Director Participation
Certain Directors of the Company, have subscribed for an
aggregate of 590,477 New Ordinary Shares through the Subscription
and the Placing. It is expected that the Directors' interests
following completion of the Fundraising (assuming all the New
Ordinary Shares are issued) will be as follows:
Director No. of New Aggregate Resulting % of enlarged
Ordinary Shares value at Issue holding following issued voting
to be acquired Price (GBP) Admission share capital
pursuant to
the terms of
the Placing
and Subscription
David Banks 151,191 9,071 3,250,000 0.64%
Keith Broadbent 166,667 10,000 952,381 0.19%
Mark Chapman 189,286 11,357 750,000 0.15%
Theresa Wallis 83,333 5,000 511,904 0.10%
Certain Substantial Shareholders, namely Quilter and Anthony
Best, have participated in the Fundraising for an aggregate of
10,916,667 New Ordinary Shares through the Subscription and
Placing. It is expected that the Shareholders' interests following
completion of the Fundraising (assuming all the New Ordinary Shares
are issued) will be as follows:
Shareholder No. of New Aggregate Resulting % of enlarged
Ordinary Shares value at Issue holding following issued voting
to be acquired Price (GBP) Admission share capital
pursuant to
the terms of
the Placing
and Subscription
Quilter plc 6,750,000 405,000 51,890,917 10.17%
Anthony Best 4,166,667 250,000 47,778,571 9.36%
Related Party Transaction
David Banks, Keith Broadbent, Mark Chapman and Theresa Wallis,
as Directors of the Company, are accordingly classified as Related
Parties under the AIM Rules for Companies and their participation
in the Placing and Subscription therefore constitutes a related
party transaction pursuant to Rule 13 of the AIM Rules for
Companies.
Quilter and Anthony Best are Substantial Shareholders as defined
by the AIM rules and are classified as related parties under the
AIM Rules for Companies. Their participation in the Placing and
Subscription therefore constitutes a related party transaction
pursuant to Rule 13 of the AIM Rules for Companies.
Accordingly, Graham Eves being the independent director,
considers, having consulted with Arden Partners plc, the Company's
Nominated Adviser, that the terms of participation for the
Directors, and Substantial Shareholders, in the Fundraising are
fair and reasonable insofar as Shareholders are concerned.
Admission and Total Voting Rights
The Retail Offer, Placing and Subscription of the 85,055,893 New
Ordinary Shares is conditional on Admission and is being carried
out within the Company's existing share authority to issue Ordinary
Shares for cash.
It is expected that the New Ordinary Shares will be admitted to
trading on AIM at 8.00 a.m. on or around 23 September 2021 (or such
later date as may be agreed between the Company and Arden, but no
later than 30 September 2021).
Following the Admission, the total number of Ordinary Shares in
the Company in issue will be 510,335,691. The Company holds no
Ordinary Shares in Treasury. This figure may be used by
Shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Defined terms in this announcement shall have the same meaning
as in the Launch Announcement unless otherwise specified.
Further enquiries:
Haydale Graphene Industries plc Tel: 01269 842 946
Keith Broadbent Chief Executive Officer
Arden Partners Tel: 0207 614 5900
Paul Shackleton Corporate Finance
Simon Johnson Corporate Broking
The notifications below are made in accordance with the
requirements of the EU regulation on market abuse which forms part
of UK law by virtue of the European Union (Withdrawal) Act
2018.
1 Details of the person discharging managerial responsibilities
/ person closely
associated
a) Name a) David Banks
b) Keith Broadbent
c) Mark Chapman
d) Theresa Wallis
--------------------------------- ----------------------------------------
2 Reason for the notification
---------------------------------------------------------------------------
a) Position/status a) Non-Executive Chairman
b) CEO
c) CFO
d) Non-Executive Director
--------------------------------- ----------------------------------------
b) Initial notification
/Amendment
--------------------------------- ----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform,
auctioneer or auction monitor
---------------------------------------------------------------------------
a) Name Haydale Graphene Industries plc
--------------------------------- ----------------------------------------
b) LEI 213800KNULBQFF25IE72
--------------------------------- ----------------------------------------
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument;
(ii) each type of transaction; (iii) each date; and (iv) each
place where transactions
have been conducted
---------------------------------------------------------------------------
a) Description of the Ordinary Shares of 2p each
financial instrument,
type of instrument
ISIN: GB00BKWQ1135
Identification code
b) Nature of the transaction Subscription for new shares
--------------------------------- ----------------------------------------
c) Price(s) and volume(s)
--------------- ------------
Price(s) Volume(s)
--------------- ------------
a) 6p 151,191
b) 6p 166,667
c) 6p 189,286
d) 6p 83,333
------------------------------------------------------------ ------------
d) Aggregated information
n/a - single transaction
e) Date of the transaction 20 September 2021
--------------------------------- ----------------------------------------
f) Place of the transaction London Stock Exchange, AIM
--------------------------------- ----------------------------------------
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