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
|
|
|
www.haydale.com
|
|
Cavendish Capital Markets Limited (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 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.
|
|
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
|
1. Thomas
Quantrille
|
|
|
|
2
|
Reason for notification
|
|
|
|
|
|
a.
|
Position/Status
|
1. Director of
Haydale Technologies Inc, 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
Identification Code
|
Options over Ordinary Shares of 0.1p
each
n/a
|
|
|
|
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)
|
|
|
Exercise Price(s)
|
Volume(s)
|
|
|
|
|
|
1.
|
£0.005
|
7,500,000
|
|
|
|
|
|
|
|
|
|
|
|
d.
|
Aggregated information
- Aggregated Volume
- Price
|
See above
|
|
|
|
e.
|
Date of the transaction
|
1 May 2024
|
|
|
|
f.
|
Place of the transaction
|
Outside a trading venue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
