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| 2 May 2024 |
Haydale Graphene Industries plc
("Haydale", the "Company" or the "Group")
Grant of Share Options, Surrender of Existing Options and PDMR Dealings
Grant of New Stock Appreciation Rights and Options
Haydale (AIM: HAYD), the global advanced materials group, announces that on 30 April 2024 the Company approved the following:
1. under the 2020 EMI Scheme as amended ("2020 EMI Scheme"), the grant of options to certain overseas based employees of the Group, over an aggregate 12,500,000 ordinary shares of 0.1p each in the capital of the Company ("Ordinary Shares"); and
2. under the Haydale Technologies, Inc ("HTI") 2020 Stock Appreciation Rights Plan as amended ("2020 SAR"), the grant of stock appreciation rights ("Stock Appreciation Rights" or ''SARs'') to a director and certain employees of the Group's wholly owned US subsidiary, HTI, over an aggregate 44,000,000 Ordinary Shares.
(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 "New Options")
Background to the New Options 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 options granted under the Share Schemes have certain performance and / or length of tenure criteria as set out below. The New Options replace 19,250,000 current options and SARs held by existing holders and extend awards to include those who have more recently joined the Group. The New Options were granted on the same terms to the UK based employees and directors in January 2024.
Terms of the New Options
All of the New Options have an exercise price of 0.5 pence per Ordinary Share (being a 9.89% premium to the closing mid-market price of the Company's Ordinary Shares on 1 May 2024, the day of the approval of the New Options grant). The proportion of the total New Options award to each individual is capable of vesting dependent on certain share price performance and / or length of tenure criteria (approved by the Remuneration Committee) as follows:
| % of New Options subject to the Performance Condition |
Performance Condition |
| 50% | Vests and is exercisable in three equal tranches from the first, second and third anniversary of the date of Grant provided the Participant has remained in continuous employment (and has not served notice of resignation) with the Company and/or its Group. No other performance conditions. |
| 15.0% | For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 31 December 2025, the closing price of the Ordinary Shares exceeds 1.0p (one pence) per Ordinary Share. |
| 15.0% | For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 31 December 2026, the closing price of the Ordinary Shares exceeds 2.0p (two pence) per Ordinary Share. |
| 20.0% | For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 31 December 2027, the closing price of the Ordinary Shares exceeds 3.0p (three pence) per Ordinary Share. |
All New Options with a share price based performance condition can only be exercised on or after the third anniversary of grant. If the share price does not reach the target price by their respective dates, that portion of the award will lapse.
There are no other vesting criteria for the New Options.
Surrender of existing options and SARs
In January 2020, January 2022, November 2022 and April 2023, the Company granted options and SARs to acquire Ordinary Shares in the capital of the Company to certain employees and directors of the Company's subsidiaries pursuant to the Share Schemes. It is a condition of the grant of New Options that the remaining rights to the 2020, 2022 and 2023 Options are surrendered for no consideration (the "Option Surrender").
The options and SARs previously granted in 2020, January 2022, November 2022 and 2023 were priced at 2.25p, 6.25p, 2.25p and 2.25p, respectively. The board believe it is appropriate to issue new share options in replacement of the existing ones to reflect the Company's current share price to properly incentivise its employees, including its management.
Details of resultant holdings
Following the New Options grant and the Option Surrender, details of New Options held by PDMRs and other employees of the Company's overseas subsidiaries, are as follows:
| Director's name and employing Group company |
Number of 2020, 2022 and 2023 options surrendered | Number of New Options granted | Aggregate number of options & SARs post grant | Current total beneficial holding of Ordinary Shares |
Current holding as a % of Issued share capital |
| Tom Quantrille (Haydale Technologies Inc.) | 4,500,000 | 7,500,000 | 7,500,000 | - | - |
| Other overseas based employees | 14,750,000 | 49,000,000 | 49,000,000 | n/a | n/a |
| Total: | 19,250,000 | 56,500,000 | 56,500,000 | - | - |
Following the New Options grant and the Option Surrender, the Company's total number of Options and SARS under the 2020 Schemes as at the date of this announcement is 207,000,000 representing approximately 11.5% of the Company's existing issued share capital and 10.3% on a fully diluted basis including all outstanding warrants.
The number of Ordinary Shares currently in issue is 1,798,462,051 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 |
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| Cavendish Capital Markets Limited (Nominated Adviser & Broker) |
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| Julian Blunt/Edward Whiley, Corporate Finance Andrew Burdis, ECM | Tel: +44 (0) 20 7220 0500
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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 five sites in the UK, USA and the Far East.
For more information please visit: www.haydale.com
LinkedIn: Haydale-ltd
X: @haydalegraphene
The notification set out below is provided in accordance with the requirements of MAR.
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| Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 |
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| 1 |
| Details of the person discharging managerial responsibilities/person closely associated |
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| a. | Name | 1. Thomas Quantrille |
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| 2 | Reason for notification | |
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| a. | Position/Status | 1. Director of Haydale Technologies Inc, a subsidiary of Haydale Graphene Industries Plc |
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| b. | Initial notification/ Amendment | Initial Notification |
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| 3 |
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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| a. | Name | Haydale Graphene Industries Plc |
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| b. | LEI | 213800KNULBQFF25IE72 |
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| 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 |
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| a. | Description of the financial instrument, type of instrument | Options over Ordinary Shares of 0.1p each
n/a |
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| b. | Nature of the transaction | Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached |
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| c. | Price(s) and volume(s) | |
| Exercise Price(s) | Volume(s) |
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| 1. | £0.005 | 7,500,000 | |
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| d. | Aggregated information - Aggregated Volume - Price |
See above |
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| e. | Date of the transaction | 1 May 2024 |
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| f. | Place of the transaction | Outside a trading venue |
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