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 IRELAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
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.
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.
DEFINED TERMS IN THIS ANNOUNCEMENT SHALL HAVE THE SAME MEANING AS IN THE LAUNCH ANNOUNCEMENT, RELEASED AT 16:37 P.M. YESTERDAY, UNLESS OTHERWISE SPECIFIED.
24 August 2022
HAYDALE GRAPHENE INDUSTRIES PLC
("Haydale" or the "Company")
Result of Fundraising
Haydale (AIM:HAYD), the global advanced materials group, is pleased to announce that further to its announcement at 16:37 p.m. yesterday (the "Launch Announcement"), it has successfully completed the Fundraising which is now closed.
The Fundraising has raised in aggregate £5.0 million through the Placing and Subscription of 250,000,000 New Ordinary Shares, all at the Issue Price of 2 pence per Ordinary Share.
Qualifying Shareholders still have the opportunity to participate in the Open Offer at the Issue Price.
As set out in the Launch Announcement the net funds raised by the Fundraising will be used predominantly to fund the general working capital needs of the business.
Related Party Transactions
Keith Broadbent and Theresa Wallis of the Company have conditionally subscribed for an aggregate of 1,500,000 New Ordinary Shares through the Subscription (the "Participating Directors"). It is expected that the Participating Directors' interests following completion of the Fundraising (assuming all the New Ordinary Shares pursuant to the Open Offer are issued) will be as follows:
| Director | Current shareholding | No. of New Ordinary Shares to be acquired pursuant to the terms of the Placing and Subscription | Resulting holding following Admission | % of enlarged issued share capital |
| Keith Broadbent | 952,381 | 1,000,000 | 1,952,381 | 0.25% |
| Theresa Wallis | 511,904 | 500,000 | 1,011,904 | 0.13% |
The issue of New Ordinary Shares to Keith Broadbent and Theresa Wallis constitutes a related party transaction pursuant to Rule 13 of the AIM Rules by virtue of their status as Directors of the Company. The independent directors, being all Directors except the Participating Directors, having consulted with the Company's nominated adviser, finnCap, consider that the terms of the participation in the Fundraising by the Participating Directors be fair and reasonable insofar as the Company's Shareholders are concerned.
Quilter Cheviot ("Quilter Cheviot"), a related party of the Company for the purposes of the AIM Rules by virtue of their status as a substantial shareholder of the Company (the "Substantial Shareholder"), have participated in the Fundraising for an aggregate of 33,220,900 New Ordinary Shares through the Placing. It is expected that Quilter Cheviot's interests following completion of the Fundraising (assuming all the New Ordinary Shares pursuant to the Open Offer are issued) will be as follows:
| Shareholder | Current shareholding | No. of New Ordinary Shares to be acquired pursuant to the terms of the Placing | Resulting holding following Admission | % of enlarged issued share capital |
| Quilter Cheviot | 67,739,736 | 33,220,900 | 100,960,636 | 12.85% |
The Directors, having consulted with the Company's nominated adviser, finnCap, consider that the terms upon which Quilter Cheviot are participating in the Placing to be fair and reasonable insofar as the Company's shareholders are concerned.
Admission and Total Voting Rights
The Placing, Subscription and Open Offer of in aggregate the 275,516,784 New Ordinary Shares (assuming full take up under the Open Offer) is conditional upon, among other things, the passing of the Resolutions at the General Meeting, Admission of the New Ordinary Shares becoming effective and the Placing Agreement not being terminated in accordance with its terms.
It is expected that the New Ordinary Shares will be admitted to trading on AIM at 8.00 a.m. on or around 14 September 2022 (or such later date as may be agreed between the Company and finnCap, but no later than 28 September 2022).
On Admission, the total number of Ordinary Shares in issue will be 785,852,475 (assuming full take up under the Open Offer) with the Company holding no Ordinary Shares in treasury, therefore the total number of voting rights will also be 785,852,475. 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Posting of Circular and Notice of General Meeting
A Circular and Notice of General Meeting is being posted to Shareholders later today, and the Company will also publish these on its website pursuant to AIM Rule 26. The General Meeting will be held on Monday, 12 September 2022 at 11:00 a.m. at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London, EC4R 3TT, notice of which will be set out at the end of the Circular.
For further information:
| Haydale Graphene Industries plc | Tel: +44 (0) 1269 842 946 |
| Keith Broadbent, CEO | |
| Mark Chapman, CFO | |
| |
|
| finnCap (Nominated Adviser & Broker) | Tel: +44 (0) 20 7220 0500 |
| Julian Blunt / Edward Whiley / George Dollemore, Corporate Finance | |
| Andrew Burdis / Barney Hayward, ECM | |
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) Keith Broadbent b) Theresa Wallis | ||||||
| 2. | Reason for the notification | |||||||
| a) | Position/status: | a) Chief Executive Director b) Non-Executive Director | ||||||
| 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: Identification code: | Ordinary shares of 2 pence per share GB00BKWQ1135 | ||||||
| b) | Nature of the transaction: | Subscription for new shares | ||||||
| c) | Price(s) and volume(s): |
| ||||||
| d) | Aggregated information: ·Aggregated volume: ·Price: | See 4c) above
| ||||||
| e) | Date of the transaction: | 23 August 2022 | ||||||
| f) | Place of the transaction: | London Stock Exchange, AIM | ||||||
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