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, RECOMMENDATION, 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 APPENDIX 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 £5.1 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 Ordinary Shares to be acquired pursuant to the terms of the Placing and Subscription | Aggregate value at Issue Price (£) | Resulting holding following Admission | % of enlarged issued voting share capital |
| 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 Ordinary Shares to be acquired pursuant to the terms of the Placing and Subscription | Aggregate value at Issue Price (£) | Resulting holding following Admission | % of enlarged issued voting share capital |
| 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 financial instrument, type of instrument
Identification code | Ordinary Shares of 2p each
ISIN: GB00BKWQ1135 | |||
| | | ||||
| | | ||||
| | | ||||
| b)
| Nature of the transaction
| Subscription for new shares | |||
| c)
| Price(s) and volume(s) | | | | |
| | | Price(s) | Volume(s) | | |
| | | a) 6p b) 6p c) 6p d) 6p
| 151,191 166,667 189,286 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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