TIDMHAYD
RNS Number : 2341T
Haydale Graphene Industries PLC
10 October 2017
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, THE REPUBLIC OF SOUTH AFRICA,
AUSTRALIA, JAPAN 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, 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. NEITHER THIS ANNOUNCEMENT NOR
THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED
ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF
HAYDALE GRAPHENE INDUSTRIES PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION ("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.
10 October 2017
HAYDALE GRAPHENE INDUSTRIES PLC
("Haydale" or the "Company")
Result of Placing and Subscription announced today of 5,833,333
new Ordinary Shares at 120 pence per share to raise GBP7.0 million
before expenses
Conditional Offer of up to 2,500,000 Offer Shares (the "Offer
Maximum") to Qualifying Participants
(together the "Fundraising")
Notice of General Meeting
Further to the announcement made earlier today, Haydale is
pleased to announce a conditional Fundraising comprising:
-- a placing (the "Placing") of 5,775,000 new ordinary shares
(the "Placing Shares") to raise approximately GBP6.9 million
(before expenses);
-- subscriptions for 58,333 Subscription Shares by the
Subscribers to raise approximately GBP70,000 (before expenses);
and
-- an Offer to Qualifying Participants to subscribe for up to
2,500,000 Offer Shares at the Issue Price to raise up to GBP3.0
million (before expenses).
The Fundraising has been conducted at an Issue Price of 120
pence per New Ordinary Share (the "Issue Price"), representing a
discount of approximately 32 per cent. to the closing price of 176
pence on 9 October 2017, being the last business day before the
announcement of the Fundraising.
Based on the Issue Price, the gross proceeds of the Fundraising
will be up to approximately GBP10.0 million (assuming that
Qualifying Participants subscribe all the Offer Shares in full
under the Offer in full and all the New Ordinary Shares are
issued). On this basis, it is expected that the New Ordinary Shares
will represent approximately 14 per cent. of the enlarged issued
ordinary share capital of the Company (assuming all the New
Ordinary Shares are issued).
Please note that the Subscription Shares and Offer Shares will
only be delivered in certificated form (i.e. not in CREST).
A Circular containing further details of the Fundraising, a
notice convening the General Meeting and an application form in
respect of the Offer (the "Application Form") are expected to be
despatched to Shareholders tomorrow and will thereafter be
available on the Company's website at www.haydale.com.
Further details of the Offer are set out below:
-- The Offer will comprise an offer to Qualifying Participants
of up to 2,500,000 Offer Shares, being the Offer Maximum, with the
aggregate consideration to be received by the Company limited to
GBP3.0 million. Qualifying Participants can apply for as many Offer
Shares as they wish. However, the Directors reserve the right to
exercise their absolute discretion (with the agreement of Arden) in
the allocation of successful applications, including, without
limitation, to ensure no Offer Shares are issued so as to exceed
the Offer Maximum.
-- The Offer will only be open to Qualifying Participants and,
save as set out in the preceding paragraph, there is no maximum or
minimum subscription per applicant. No Qualifying Participant may
subscribe for Offer Shares in excess of the Offer Maximum. Multiple
applications may be submitted. Qualifying Participants who are
joint Shareholders may only apply for Offer Shares as joint
applicants.
-- The Offer is conditional on, inter alia, Admission of the
Offer Shares ("Offer Admission") occurring on 30 October 2017 (or
such later date, being not later than 10 November 2017, as the
Company and Arden may decide). If Offer Admission has not occurred
by such time and date, applications are expected to be returned
without interest by crossed cheque in favour of the applicant(s)
(at the applicant's risk) through the post as soon as practicable.
Any interest earned on the application monies will be retained for
the benefit of the Company. The period during which Application
Forms may be submitted will close at 10.00 a.m. on 25 October 2017
unless previously closed or extended. The Offer is not being
underwritten. The Application Form and accompanying procedure for
application will set out, in detail, how Qualifying Participants
may participate under the Offer.
-- In order to apply for Offer Shares, Qualifying Participants
should complete the Application Form in accordance with the
instructions set out in the Circular to be published tomorrow.
Please note that Offer Shares will only be delivered in
certificated form (i.e. not in CREST).
Please note that:
-- the Placing is conditional on, inter alia, the admission to
AIM of the Placing Shares ("Placing Admission") occurring on 30
October 2017 (or such later date, being not later than 10 November
2017, as the Company and Arden may decide). The Placing is not
conditional on either the Subscription or the Offer completing or
on admission to AIM of the Subscription Shares ("Subscription
Admission") or on Offer Admission;
-- the Subscription is conditional on, inter alia, the Placing
completing and on Placing Admission and Subscription Admission
occurring on 30 October 2017 (or such later date, being not later
than 10 November 2017, as the Company and Arden may decide);
Subscription Admission is not conditional on Offer Admission;
and
-- the Offer is conditional on, inter alia, Offer Admission
occurring on 30 October 2017 (or such later date, being not later
than 10 November 2017, as the Company and Arden may decide); Offer
Admission is not conditional on Placing Admission or Subscription
Admission.
Application will be made to the London Stock Exchange for the
Admission (i.e. Placing Admission, Subscription Admission and Offer
Admission) of the New Ordinary Shares to trading on AIM. It is
expected that Admission will become effective at 8.00 a.m. on 30
October 2017 and that dealings in the New Ordinary Shares will
commence at that time. There is no guarantee that the Offer will be
subscribed in full.
Expected timetable: 2017
Offer Record Date 9 October 2017
Publication of the Circular, 11 October
Form of Proxy and Application
Form
Latest time and date for receipt 10.00 a.m. on
of completed Forms of Proxy and 25 October
receipt of electronic proxy appointments
via the CREST system for the
General Meeting and latest time
for receipt of completed Application
Forms and payment in full under
the Offer
General Meeting 10.00 a.m. on
27 October
Announcement of results of General 27 October
Meeting and the Offer
Admission and commencement of 8.00 a.m. on 30
dealings in the New Ordinary October
Shares on AIM and CREST accounts
expected to be credited for the
New Ordinary Shares in uncertificated
form
Expected date for posting of 13 November
share certificates for the New
Ordinary Shares in certificated
form pursuant to the Offer
Related party transactions
David Banks, Ray Gibbs and Matt Wood, Directors of the Company,
have agreed to subscribe for 58,333 New Ordinary Shares through the
Subscription. It is expected that the Directors' interests
following completion of the Fundraising (assuming all the New
Ordinary Shares (including for the avoidance of doubt the Offer
Shares) are issued) will be as follows:
Shareholder No. of Aggregate Resulting % of enlarged
New Ordinary value at holding issued
Shares Issue Price following voting
to be Admission share capital
acquired
pursuant
to the
terms
of the
Subscription
David Banks 41,667 GBP50,000 41,667 1.77%
Ray Gibbs 8,333 GBP10,000 494,686 0.15%
Matt Wood 8,333 GBP10,000 18,154 0.06%
Participation by certain Directors (as per the table above) in
the Fundraising through the Subscription is considered a "related
party transaction" under the AIM Rules. The Directors (other than
David Banks, Ray Gibbs and Matt Wood) consider, having consulted
with Cairn Financial Advisers LLP, the Company's Nominated Adviser,
that the terms of participation for David Banks, Ray Gibbs and Matt
Wood in the Subscription are fair and reasonable in so far as its
Shareholders are concerned.
Notice of General Meeting
Each of the elements of the Fundraising are conditional on,
inter alia, the passing of all of the resolutions at the General
Meeting, to be held at the offices of Fieldfisher LLP, 9th Floor,
Riverbank House, 2 Swan Lane, London, EC4R 3TT at 10.00 a.m. on 27
October 2017 and notice of which is being posted to Shareholders
tomorrow. The Resolutions to be proposed at the General Meeting,
are, inter alia, to provide the Company with the authority to issue
and allot the New Ordinary Shares.
A copy of the Circular, which includes notice of the General
Meeting, will be posted to shareholders shortly (with the Form of
Proxy for use in connection with the General Meeting and also the
Application Form by which Qualifying Participants can apply for
Offer Shares). The Circular, Form of Proxy and Application Form and
will be available from tomorrow until the earlier of Placing
Admission and 10 November 2017 on the Company's website
www.haydale.com.
All terms in this announcement have the meaning given to them in
the announcement made by the Company at 7:00 a.m. on 10 October
2017 unless otherwise defined herein.
Enquiries
Haydale Group Tel: 01269
842 946
------------------------ ---------------- --------------
David Banks Chairman
------------------------ ---------------- --------------
Ray Gibbs Chief Executive
------------------------ ---------------- --------------
Matt Wood Finance
Director
------------------------ ---------------- --------------
Cairn Financial Tel: 020 7213
Advisers LLP 0880
------------------------ ---------------- --------------
Tony Rawlinson
/ Emma Earl
------------------------ ---------------- --------------
Arden Partners Tel: 0207
614 5900
------------------------ ---------------- --------------
Ruari McGirr / Corporate
Benjamin Cryer Finance
------------------------ ---------------- --------------
Fraser Marshall Corporate
Broking
------------------------ ---------------- --------------
Buchanan Communications Tel: 020 7466
Limited 5000
------------------------ ---------------- --------------
Henry Harrison-Topham
/ Jamie Hooper
/ Gemma Mostyn-Owen
------------------------ ---------------- --------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCMMBATMBBBBAR
(END) Dow Jones Newswires
October 10, 2017 11:21 ET (15:21 GMT)
Haydale Graphene Industr... (LSE:HAYD)
Historical Stock Chart
From Apr 2024 to May 2024
Haydale Graphene Industr... (LSE:HAYD)
Historical Stock Chart
From May 2023 to May 2024