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RNS Number : 9588Y Hardide PLC 09 September 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY
OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO
ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF
HARDIDE PLC IN ANY JURISDICTION.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS USED IN THIS ANNOUNCEMENT HAVE
THE MEANINGS GIVEN TO THEM IN THE COMPANY'S ANNOUNCEMENT OF 7:00 AM ON 9
SEPTEMBER 2022.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 11 OF THE
MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310).
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Hardide plc
("Hardide" or "the Company")
Result of Fundraising
Hardide plc (AIM: HDD), the developer and provider of advanced surface coating
technology, is pleased to announce that, further to the announcement made at
7.00 a.m. this morning (the "Fundraising Announcement"), it has successfully
completed the Fundraising which is now closed.
The Company has raised total gross proceeds of £0.55 million through the
Fundraising which comprises the issue of 1,842,105 Placing Shares and
1,052,630 Subscription Shares, in each case at the Issue Price of 19 pence per
new Ordinary Share, being the closing mid-market price of an Ordinary Share on
8 September 2022 (being the last business day prior to the Fundraising
Announcement).
finnCap and Allenby acted as Joint Bookrunners in relation to the Placing.
Directors' participation in the Fundraising
A number of the Company's directors have agreed to subscribe for new Ordinary
Shares at the Issue Price (the "Participating Directors"). The number of
Subscription Shares subscribed for by each of the Participating Directors
pursuant to the Fundraising, and their resulting shareholdings on Admission,
are set out below:
As at the date of this announcement Immediately following Admission
No. of existing Ordinary Shares Percentage of existing Ordinary Share capital No. of new Ordinary Shares subscribed for No. of Ordinary Shares held following Admission Percentage of enlarged Ordinary Share capital
Andrew Boyce (NED) 6,988,231 12.51% 842,105* 7,830,336* 13.29%
Robert Goddard (Chairman) 471,532 0.84% 110,526 582,058 0.99%
Philip Kirkham (CEO) 117,672 0.21% 65,789 183,461 0.31%
Yuri Zhuk (Technical Director) 166,736 0.30% 23,684 190,420 0.32%
Simon Hallam - - 10,526 10,526 0.02%
(FD)
* the holding of and subscription by Andrew Boyce includes that of his father
and associated entities
The FCA notification in relation to the Participating Director transactions
set out above made in accordance with the requirements of MAR is appended
below.
Related Party Transactions
The Participating Directors' participations in the Fundraising, as set out
above, constitute related party transactions pursuant to Rule 13 of the AIM
Rules. Tim Rice, a non-executive director of the Company, is not participating
in the Fundraising and therefore, as the independent director in respect of
the Fundraising, he considers, having consulted with the Company's nominated
adviser, finnCap, that the terms upon which the Participating Directors are
subscribing in the Fundraising are fair and reasonable insofar as the
Company's shareholders are concerned.
Canaccord Genuity Group Inc ("Canaccord") has agreed to subscribe, in
aggregate, for 368,421 Placing Shares. Canaccord is a related party of the
Company for the purposes of the AIM Rules by virtue of its status (together
with associates) as a substantial shareholder (as defined by the AIM Rules) in
the Company. Tim Rice, as the independent director in respect of the
Fundraising, considers, having consulted with the Company's nominated adviser,
finnCap, that the terms upon which Canaccord has participated in the Placing
are fair and reasonable insofar as the Company's shareholders are concerned.
Admission and Total Voting Rights
Application has been made to London Stock Exchange plc for admission
("Admission") of the 3,026,316 new Ordinary Shares to be issued pursuant to
the Fundraising (including in respect of the satisfaction of certain
associated fees) to trading on AIM. It is expected that these Ordinary Shares
will be admitted to trading on AIM at 8.00 a.m. on 15 September 2022 (or such
later date as may be agreed between the Company, finnCap and Allenby, but no
later than 8.00 a.m. on 10 October 2022).
Following Admission, the total number of Ordinary Shares will be 58,901,959.
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 Company under the FCA's
Disclosure Guidance and Transparency Rules.
Enquiries:
Hardide plc
Philip Kirkham, CEO
Jackie Heddle, Communications Manager Tel: +44 (0) 1869 353830
IFC Advisory Tel: +44 (0) 20 3934 6630
Graham Herring / Tim Metcalfe / Florence Chandler
finnCap - Nominated Adviser and Joint Broker Tel: +44 (0) 20 7220 0500
Henrik Persson / Abigail Kelly (corporate finance)
Richard Chambers (ECM)
Allenby Capital - Joint Broker Tel: +44 (0) 20 3328 5656
Tony Quirke (Sales & Corporate Broking)
Jeremy Porter / Freddie Wooding (Corporate Finance)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Andrew Boyce (and Peoples Closely Associated)
2. Reason for the Notification
a) Position/status 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 Hardide plc
b) LEI 213800HLAUIIFKMU5G89
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 Ordinary Shares of 4 pence each
Identification code GB00BJJPX768
b) Nature of the transaction Purchase of Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
19p 842,105
d) Aggregated information:
· Aggregated volume See 4c) above
· Price
e) Date of the transaction 09 September 2022
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
d)
Aggregated information:
· Aggregated volume
· Price
See 4c) above
e)
Date of the transaction
09 September 2022
f)
Place of the transaction
London Stock Exchange, AIM Market (XLON)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Robert Goddard
2. Reason for the Notification
a) Position/status Chairman
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Hardide plc
b) LEI 213800HLAUIIFKMU5G89
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 Ordinary Shares of 4 pence each
Identification code GB00BJJPX768
b) Nature of the transaction Purchase of Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
19p 110,526
d) Aggregated information:
· Aggregated volume See 4c) above
· Price
e) Date of the transaction 9 September 2022
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Philip Kirkham
2. Reason for the Notification
a) Position/status Chief Executive Officer
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Hardide plc
b) LEI 213800HLAUIIFKMU5G89
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 Ordinary Shares of 4 pence each
Identification code GB00BJJPX768
b) Nature of the transaction Purchase of Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
19p 65,789
d) Aggregated information:
· Aggregated volume See 4c) above
· Price
e) Date of the transaction 9 September 2022
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
d)
Aggregated information:
· Aggregated volume
· Price
See 4c) above
e)
Date of the transaction
9 September 2022
f)
Place of the transaction
London Stock Exchange, AIM Market (XLON)
1
Details of the person discharging managerial responsibilities / person closely
associated
a)
Name
Philip Kirkham
2.
Reason for the Notification
a)
Position/status
Chief Executive Officer
b)
Initial notification/Amendment
Initial notification
3.
Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a)
Name
Hardide plc
b)
LEI
213800HLAUIIFKMU5G89
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
Ordinary Shares of 4 pence each
Identification code
GB00BJJPX768
b)
Nature of the transaction
Purchase of Ordinary Shares
c)
Price(s) and volume(s)
Price(s) Volume(s)
19p 65,789
d)
Aggregated information:
· Aggregated volume
· Price
See 4c) above
e)
Date of the transaction
9 September 2022
f)
Place of the transaction
London Stock Exchange, AIM Market (XLON)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Yuri Zhuk
2. Reason for the Notification
a) Position/status Technical Director
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Hardide plc
b) LEI 213800HLAUIIFKMU5G89
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 Ordinary Shares of 4 pence each
Identification code GB00BJJPX768
b) Nature of the transaction Purchase of Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
19p 26,684
d) Aggregated information:
· Aggregated volume See 4c) above
· Price
e) Date of the transaction 9 September 2022
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
d)
Aggregated information:
· Aggregated volume
· Price
See 4c) above
e)
Date of the transaction
9 September 2022
f)
Place of the transaction
London Stock Exchange, AIM Market (XLON)
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Simon Hallam
2. Reason for the Notification
a) Position/status Finance Director
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Hardide plc
b) LEI 213800HLAUIIFKMU5G89
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 Ordinary Shares of 4 pence each
Identification code GB00BJJPX768
b) Nature of the transaction Purchase of Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
19p 10,526
d) Aggregated information:
· Aggregated volume See 4c) above
· Price
e) Date of the transaction 9 September 2020
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
d)
Aggregated information:
· Aggregated volume
· Price
See 4c) above
e)
Date of the transaction
9 September 2020
f)
Place of the transaction
London Stock Exchange, AIM Market (XLON)
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