Haydale Graphene Ind - Subscription, Director Dealings and TVR
13/03/2025 14:15
RNS Number : 6089A
Haydale Graphene Industries PLC
13 March 2025
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE EU MARKET ABUSE REGULATION (EU) NO 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED ("UK MAR"). THE COMPANY IS SOLELY RESPONSIBLE FOR THE CONTENT OF THIS ANNOUNCEMENT. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Haydale Graphene Industries plc
("Haydale", the "Company" or the "Group")
Subscription, Director Dealings, Issue of Equity and Total Voting Rights
Haydale (AIM: HAYD), the advanced materials group, announces that conditional subscriptions for 89,849,106 new ordinary shares of 0.01 pence each in the capital of the Company ("Ordinary Shares") have been made by a new private investor (Christopher Shaw), the Company's existing key strategic investor (Quidos Technologies Limited ("Quidos")) and Gareth Kaminski-Cook, Non-Executive Chair, at an issue price of £0.001458 per new Ordinary Share ("Issue Price") (together the "Subscriptions").
The Issue Price represents a premium of 32.5 per cent. to the closing mid-market price on 12 March 2025, being the last practicable date prior to this announcement and a premium of 10 per cent. to the Company's last fundraise completed in November 2024.
The Subscriptions, raising £131,000 in total, will be completed using the Company's existing authorities granted by shareholders at its last annual general meeting on 30 December 2024 and amount to 2.4 per cent. of Haydale's current issued share capital. The Subscriptions are conditional on, inter alia, the admission of the new Ordinary Shares to trading on AIM ("Admission"). The proceeds of the Subscriptions will be directed towards supporting growth.
The Subscription by Quidos (an 18.1% shareholder in the Company and in which Simon Turek, Chief Executive Officer of the Company, has a 49% indirect beneficial interest), constitutes a related party transaction under Rule 13 of the AIM Rules by virtue of it being Simon Turek's Associate (within the meaning of the AIM Rules) and its status as a substantial shareholder in the Company. The Subscription by Gareth Kaminski-Cook, Non-Executive Chair of the Company, also constitutes a related party transaction under Rule 13 of the AIM Rules by virtue of Gareth Kaminski-Cook's status as a Director of the Company. The independent directors for the purposes of this opinion, being all Directors save for Simon Turek and Gareth Kaminski-Cook, having consulted with the Company's nominated adviser, Cavendish, consider that the terms of the participation in the Subscriptions by Quidos, Gareth Kaminski-Cook, and indirectly, Simon Turek, are fair and reasonable insofar as the Company's Shareholders are concerned.
Following completion of the Subscriptions the interests of Quidos, Gareth Kaminski-Cook and the effective interest of Simon Turek, in the enlarged share capital of Haydale will be:
| New shares subscribed | Resulting holding | % of enlarged issued share capital | |
| Quidos Technologies Ltd | 16,117,969 | 695,363,252 | 18.07 |
| Simon Turek | 7,897,805 | 340,727,993 | 8.85 |
| Gareth Kaminski-Cook | 5,144,032 | 9,117,616 | 0.24 |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Simon Turek | ||||
| 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 | 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 | Ordinary Shares of 0.01 pence each GB00BKWQ1135 | ||||
| b) | Nature of the transaction | Indirect conditional subscription for new Ordinary Shares via Quidos Technologies Ltd | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | N/A - single transaction | ||||
| e) | Date of the transaction | 13 March 2025 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Gareth Kaminski-Cook | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Non-Executive Chairman | ||||
| 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 | Ordinary Shares of 0.01 pence each GB00BKWQ1135 | ||||
| b) | Nature of the transaction | Conditional subscription for new Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | N/A - single transaction | ||||
| e) | Date of the transaction | 13 March 2025 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||