TIDMHAYD
RNS Number : 6747M
Haydale Graphene Industries PLC
15 September 2023
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, JAPAN, NEW ZEALAND,
THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA 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. 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 (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 3.00 PM, UNLESS
OTHERWISE SPECIFIED.
15 September 2023
HAYDALE GRAPHENE INDUSTRIES PLC
(" Haydale " or the " Company " or the " Group ")
Result of Fundraising
Haydale (AIM:HAYD), the global advanced materials group, is
pleased to announce that further to its announcement at 3.00 pm
(the "Launch Announcement"), it has successfully completed the
Fundraising which is now closed.
The Fundraising has raised in aggregate GBP5.0 million through
the Placing and Subscription of 1,000,000,000 New Ordinary Shares,
all at the Issue Price of 0.5 pence per Ordinary Share.
In addition to the Placing, the Company is also providing Retail
Investors with the opportunity to subscribe for an aggregate of up
to 200,000,000 Retail Shares at the Issue Price via the Bookbuild
platform, to raise up to approximately GBP1.0 million (before
expenses). The Retail Offer is due to close at 12.00 noon on 22
September 2023 and the results of the Retail Offer will be
announced separately thereafter.
As set out in the Launch Announcement the net funds raised by
the Fundraising will be used to fund the general working capital
needs of the business.
Related Party Transactions
Keith Broadbent, David Banks, Theresa Wallis and Patrick Carter,
all being Directors of the Company, have conditionally subscribed
for an aggregate of 8,000,000 New Ordinary Shares through the
Subscription (the "Participating Directors"). It is expected that
the Participating Directors' interests following completion of the
Fundraising (assuming full take up under the Retail Offer) will be
as follows:
Total number Percentage
Number of Percentage Number of Ordinary of Enlarged
Existing of existing of New Ordinary Shares held Share Capital
Ordinary issued share Shares subscribed following following
Director Shares capital for Admission Admission*
Keith Broadbent 1,952,381 0.25 3,000,000 4,952,381 0.25
David Banks 5,000,000 0.64 3,000,000 8,000,000 0.40
Theresa Wallis 1,011,904 0.13 1,000,000 2,011,904 0.10
Patrick Carter - - 1,000,000 1,000,000 0.05
*Assuming the Retail Offer is subscribed in full
The issue of New Ordinary Shares to the Participating Directors
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, Cavendish, consider that the terms of the
participation in the Fundraising by the Participating Directors are
fair and reasonable insofar as the Company's Shareholders are
concerned.
Admission and Total Voting Rights
The Placing, Subscription and Retail Offer of in aggregate the
1,200,000,000 New Ordinary Shares (assuming full take up under the
Retail Offer) are conditional upon, among other things, the passing
of the Resolutions at the General Meeting. The EIS/VCT Placing is
conditional, amongst other things, on the passing of the
Resolutions, the Placing Agreement not having been terminated and
EIS/VCT Admission occurring on or before 8.00 a.m. on 4 October
2023 (or such later date as nnCap and the Company may agree being
not later than 8.00 a.m. on 31 October 2023). The General Placing
is conditional, amongst other things, on the passing of the
Resolutions, the Placing Agreement not having been terminated,
EIS/VCT Admission having occurred and General Admission occurring
on or before 8.00 a.m. on 5 October 2023 (or such later date as
nnCap and the Company may agree being not later than 8.00 a.m. on
31 October 2023).
It is expected that EIS/VCT Admission will take place at 8.00
a.m. on 4 October 2023 and that dealings in the Existing Adjusted
Ordinary Shares and the EIS/VCT Placing Shares on AIM will commence
at the same time. It is expected that General Admission will take
place at 8.00 a.m. on 5 October 2023 and that dealings in the
General Placing Shares, the Subscription Shares and the Retail
Offer Shares on AIM will commence at the same time.
On Admission, the total number of Ordinary Shares in issue will
be 1,985,853,051 (assuming full take up under the Retail Offer)
with the Company holding no Ordinary Shares in treasury. Therefore
the total number of voting rights will also be 1,985,853,051. 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 containing the Notice of General Meeting is being
posted to Shareholders on 16 September 2023. The Company will also
publish this on its website pursuant to AIM Rule 26. The General
Meeting will be held on 3 October 2023 at 11:00 a.m. at the of ces
of Field sher LLP, 9th Floor, Riverbank House, 2 Swan Lane, London
EC4R 3TT, notice of which will be set out at the end of the
Circular.
Action to be taken
You will find enclosed with the Circular a Form of Proxy for use
at the General Meeting. Regardless of whether you intend to attend
the General Meeting, you are requested to complete, sign and return
the Form of Proxy, in accordance with the instructions printed
thereon, so as to be received by the Company's registrars, Share
Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham,
Surrey, GU9 7XX, as soon as possible, and in any event by no later
than 11.00 a.m. 29 September 2023. Completion and return of the
Form of Proxy will not preclude you from attending the General
Meeting and voting in person should you so wish.
For further information:
Haydale Graphene Industries plc Tel: +44 (0) 1269 842 946
Keith Broadbent, CEO www.haydale.com
Patrick Carter, CFO
Cavendish Capital Markets Limited (Nominated Adviser, Broker and Retail Offer
Coordinator) Tel: +44 (0) 20 7220 0500
Julian Blunt / Edward Whiley / George Dollemore, Corporate Finance
Andrew Burdis / Harriet Ward, ECM
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
Twitter: @haydalegraphene
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