This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 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.
| For immediate release | 21 January 2022 |
Haydale Graphene Industries plc
("Haydale", "the Company" or the "Group")
Grant of share options and PDMR dealings
Haydale (AIM: HAYD), the global advanced materials group, announces that on 20 January 2022 the Company approved the following:
1. under the 2020 EMI Scheme ("2020 EMI Scheme"), the grant of options to certain directors of the Company ("Directors"), certain directors of the Company's subsidiaries ("Subsidiary Directors") and staff of the Group, over an aggregate 9,100,000 ordinary shares of 2p each in the capital of the Company ("Ordinary Shares"), pursuant to the Company's 2020 EMI Scheme Rules; and
2. under the Haydale Technologies, Inc ("HTI") Stock Appreciation Rights Plan 2020 ("2020 SAR"), the grant of stock appreciation rights ("Stock Appreciation Rights") to certain employees of the Group's wholly owned US subsidiary, HTI, over an aggregate 2,750,000 Ordinary Shares pursuant to the 2020 SAR rules.
(The 2020 EMI Scheme and the 2020 SAR, together the "Share Schemes". The new options or Stock Appreciation Rights granted under the Share Schemes, together the "January 2022 Grants").
Background to the January 2022 Grants
The Company adopted the Share Schemes to enable it to retain and incentivise staff and to reward them for the achievement of its longer-term objectives. The Share Schemes have certain performance criteria to ensure that value is created for shareholders before any value is delivered to Directors and key staff. The January 2022 Grants will broaden the coverage of the Share Schemes and also include those who have more recently joined the Group. The January 2022 Grants will also award options to those who received an initial award on 13 January 2020 to reflect, in some cases, changes in responsibility and, in general, to reward them for their perseverance and hard work during what has been a challenging period for all.
Terms of the January 2022 Grants
All of the January 2022 Grants have an exercise price of 6.25p per Ordinary Share (being a 12.6% premium to the closing mid-market price of the Company's Ordinary Shares on 20 January 2022, the day of the approval of the January 2022 Grants) and can only be exercised between the third and tenth anniversary of the awards. The proportion of the awards made by the January 2022 Grants that are capable of vesting is dependent on certain performance criteria, directly linked to the performance of the Company's share price over the period to 30 September 2025 as follows:
| % of January 2022 Grants subject to the Performance Condition |
Performance Condition |
|
30% | For a period of 15 consecutive dealing days, commencing after the date of the January 2022 Grants and ending on or before the 30 September 2023, the closing price of the Ordinary Shares exceeds 10p (ten) per Ordinary Share. |
|
30% | For a period of 15 consecutive dealing days, commencing after the date of the January 2022 Grants and ending on or before the 30 September 2024, the closing price of the Ordinary Shares exceeds 15p (fifteen) per Ordinary Share. |
|
40% | For a period of 15 consecutive dealing days, commencing after the date of the January 2022 Grants and ending on or before the 30 September 2025, the closing price of the Ordinary Shares exceeds 20p (twenty) per Ordinary Share. |
There are no other vesting criteria for the January 2022 Grants. If the share price does not reach the target price by their respective dates, that portion of the award will lapse.
The January 2022 Grants represents approximately 2.3% of the Company's issued ordinary share capital. Of the January 2022 Grants, 3,400,000 options were granted to Directors of the Company and its subsidiaries, as follows:
| Director's name and employing Group company | Number of options granted | Aggregate number of options post grant | Current total beneficial holding of Ordinary Shares | % of current issued share capital |
| Keith Broadbent (Haydale Graphene Industries Plc)
| 1,200,000 | 13,200,000 | 952,381 | 0.19 |
| Mark Chapman (Haydale Graphene Industries Plc)
| 700,000 | 7,700,000 | 750,000 | 0.15 |
| David Davies (Haydale Ltd)
| 200,000 | 2,200,000 | 50,671 | 0.01 |
| Nicholas Weatherby (Haydale Composite Solutions Ltd) | 150,000 | 1,650,000 | - | - |
| Mark Heycock (Haydale Ltd) | 575,000 | 1,325,000 | - | - |
| John Mark Seymour (Haydale Ltd) | 575,000 | 1,325,000 | - | - |
The Company's Remuneration Committee retains the ability to amend the performance conditions for the January 2022 Grants and for future grants to ensure that such grants achieve the stated purpose.
Following the January 2022 Grants, the Company's total number of Options, SARs and Warrants outstanding as at the date of this announcement is 49,300,000 representing approximately 8.8% of the Company's existing issued share capital.
The number of Ordinary Shares currently in issue is 510,335,691 and it is this number that has been used to calculate the above percentage shareholdings.
For further information:
| Haydale Graphene Industries plc |
|
| David Banks, Non-Executive Chair | Tel: +44 (0) 1269 842 946 |
| | |
| |
|
| finnCap (Nominated Adviser & Broker) | |
| Julian Blunt/Edward Whiley, Corporate Finance Andrew Burdis, ECM | Tel: +44 (0) 20 7220 0500
|
Notes to Editors
Haydale is a global technologies and materials group that facilitates the integration of graphene and other nanomaterials into the next generation of commercial technologies and industrial materials. With expertise in graphene, silicon carbide and other nanomaterials, Haydale is able to deliver improvements in electrical, thermal and mechanical properties, as well as toughness. Haydale has granted patents for its technologies in Europe, USA, Australia, Japan and China and operates from six sites in the UK, USA and the Far East.
For more information please visit: www.haydale.com
Twitter: @haydalegraphene
The notification set out below is provided in accordance with the requirements of MAR.
| Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | ||||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a. | Name | Keith Broadbent | ||||||
| 2 | Reason for notification |
| ||||||
| a. | Position/Status | Chief Executive Officer of Haydale Graphene Industries Plc | ||||||
| b. | Initial notification/ Amendment | Initial Notification | ||||||
| 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 | Ordinary Shares of 2p each GB00BKWQ1135 | ||||||
| b. | Nature of the transaction | Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached | ||||||
| c. | Price(s) and volume(s) | | | | | | ||
| | Price(s) | Volume(s) | | |||||
| £0.0625 | 1,200,000 | | ||||||
| | ||||||||
| d. | Aggregated information - Aggregated Volume - Price | 1,200,000 options over Ordinary Shares with an exercise price of £0.0625 each | ||||||
| e. | Date of the transaction | 20 January 2022 | ||||||
| f. | Place of the transaction | Outside a trading venue | ||||||
| Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | ||||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a. | Name | Mark Chapman | ||||||
| 2 | Reason for notification |
| ||||||
| a. | Position/Status | Chief Financial Officer of Haydale Graphene Industries Plc | ||||||
| b. | Initial notification/ Amendment | Initial Notification | ||||||
| 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 | Ordinary Shares of 2p each GB00BKWQ1135 | ||||||
| b. | Nature of the transaction | Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached | ||||||
| c. | Price(s) and volume(s) | | | | | | ||
| | Price(s) | Volume(s) | | |||||
| £0.0625 | 700,000 | | ||||||
| | ||||||||
| d. | Aggregated information - Aggregated Volume - Price | 700,000 options over Ordinary Shares with an exercise price of £0.0625 each | ||||||
| e. | Date of the transaction | 20 January 2022 | ||||||
| f. | Place of the transaction | Outside a trading venue | ||||||
| Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | ||||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a. | Name | David Davies | ||||||
| 2 | Reason for notification |
| ||||||
| a. | Position/Status | Director of Haydale Ltd, a subsidiary of Haydale Graphene Industries Plc | ||||||
| b. | Initial notification/ Amendment | Initial Notification | ||||||
| 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 | Ordinary Shares of 2p each GB00BKWQ1135 | ||||||
| b. | Nature of the transaction | Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached | ||||||
| c. | Price(s) and volume(s) | | | | | | ||
| | Price(s) | Volume(s) | | |||||
| £0.0625 | 200,000 | | ||||||
| | ||||||||
| d. | Aggregated information - Aggregated Volume - Price | 200,000 options over Ordinary Shares with an exercise price of £0.0625 each | ||||||
| e. | Date of the transaction | 20 January 2022 | ||||||
| f. | Place of the transaction | Outside a trading venue | ||||||
| | | | ||||||
| | | | ||||||
| | | | ||||||
| Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | ||||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a. | Name | Nicholas Weatherby | ||||||
| 2 | Reason for notification |
| ||||||
| a. | Position/Status | Director of Haydale Composite Solutions Ltd, a subsidiary of Haydale Graphene Industries Plc | ||||||
| b. | Initial notification/ Amendment | Initial Notification | ||||||
| 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 | Ordinary Shares of 2p each GB00BKWQ1135 | ||||||
| b. | Nature of the transaction | Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached | ||||||
| c. | Price(s) and volume(s) | | | | | | ||
| | Price(s) | Volume(s) | | |||||
| £0.0625 | 150,000 | | ||||||
| | ||||||||
| d. | Aggregated information - Aggregated Volume - Price | 150,000 options over Ordinary Shares with an exercise price of £0.0625each | ||||||
| e. | Date of the transaction | 20 January 2022 | ||||||
| f. | Place of the transaction | Outside a trading venue | ||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a. | Name | Mark Heycock | ||||||
| 2 | Reason for notification |
| ||||||
| a. | Position/Status | Director of Haydale Ltd, a subsidiary of Haydale Graphene Industries Plc | ||||||
| b. | Initial notification/ Amendment | Initial Notification | ||||||
| 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 | Ordinary Shares of 2p each GB00BKWQ1135 | ||||||
| b. | Nature of the transaction | Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached | ||||||
| c. | Price(s) and volume(s) | | | | | | ||
| | Price(s) | Volume(s) | | |||||
| £0.0625 | 575,000 | | ||||||
| | ||||||||
| d. | Aggregated information - Aggregated Volume - Price | 575,000 options over Ordinary Shares with an exercise price of £0.0625each | ||||||
| e. | Date of the transaction | 20 January 2022 | ||||||
| f. | Place of the transaction | Outside a trading venue | ||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a. | Name | John Mark Seymour | ||||||
| 2 | Reason for notification |
| ||||||
| a. | Position/Status | Director of Haydale Ltd, a subsidiary of Haydale Graphene Industries Plc | ||||||
| b. | Initial notification/ Amendment | Initial Notification | ||||||
| 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 | Ordinary Shares of 2p each GB00BKWQ1135 | ||||||
| b. | Nature of the transaction | Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached | ||||||
| c. | Price(s) and volume(s) | | | | | | ||
| | Price(s) | Volume(s) | | |||||
| £0.0625 | 575,000 | | ||||||
| | ||||||||
| d. | Aggregated information - Aggregated Volume - Price | 575,000 options over Ordinary Shares with an exercise price of £0.0625 each | ||||||
| e. | Date of the transaction | 20 January 2022 | ||||||
| f. | Place of the transaction | Outside a trading venue | ||||||
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