REG - Haydale Graphene Ind - Grant of Options & Surrender of Existing Options
26/01/2024 07:00
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RNS Number : 9804A Haydale Graphene Industries PLC 26 January 2024
For Release at 07:00 26 January 2024
Haydale Graphene Industries plc
("Haydale", "the Company" or the "Group")
Grant of share Options, Surrender of Existing Options and PDMR dealings
Grant of New Options
Haydale (AIM: HAYD), the global advanced materials group, announces that on 25
January 2024 the Company approved the grant of options under the 2020 EMI
Scheme as amended to accommodate the terms of the New Options ("2020 EMI
Scheme"), to certain directors of the Company ("Directors"), certain directors
of the Company's subsidiaries ("Subsidiary Directors") and UK based staff of
the Group, over an aggregate 151,500,000 ordinary shares of 0.1p ("New
Options") each in the capital of the Company ("Ordinary Shares"), representing
8.4 per cent. of the Company's issued share capital.
Background to the New Options grants
The Company adopted the 2020 EMI Scheme 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 2020 EMI Scheme have certain performance and /
or length of tenure criteria as set out below. The New Options replace
55,650,000 current options held by existing option holders and extend options
to include those who have more recently joined the Group.
Terms of the New Options
All of the New Options have an exercise price of 0.5 pence per Ordinary Share
(being a 2.0% premium to the closing mid-market price of the Company's
Ordinary Shares on 25 January 2024, the day of the approval of the New Options
grant). The proportion of the total New Option 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 share 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.
In respect of the New Option awards with no share price based performance
conditions granted to each of Keith Broadbent (CEO) and Patrick Carter (CFO),
these are subject to the further requirement that any resulting shares must be
held for a minimum of 2 years from the date of option grant.
There are no other vesting criteria for the New Options.
Surrender of existing options
In January 2020, January 2022, November 2022 and April 2023, the Company
granted options to acquire shares in the capital of the Company to certain
employees and directors of the Company pursuant to the Scheme. 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 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 Options
held by Directors, PDMRs and other employees of the Company and its
subsidiaries, are as follows:
Director's name Number of New Options granted Aggregate number of options Current total beneficial holding of Ordinary Shares
and employing Group company Number of 2020, 2022 and 2023 options surrendered post grant
Current holding as a % of Issued share capital
Keith Broadbent 26,400,000 50,000,000 50,000,000 4,952,381 0.28%
(Haydale Graphene Industries Plc)
Patrick Carter - 30,000,000 30,000,000 1,000,000 0.05%
(Haydale Graphene Industries Plc)
David Davies 4,400,000 10,000,000 10,000,000 50,671 0.00%
(Haydale Ltd)
Mark Heycock 2,650,000 10,000,000 10,000,000 - -
(Haydale Ltd)
John Mark Seymour 2,650,000 10,000,000 10,000,000 - -
(Haydale Ltd)
Nicholas Weatherby 3,300,000 5,000,000 5,000,000 - -
(Haydale Composite Solutions Ltd)
Other Employees 16,250,000 36,500,000 56,250,000* n/a n/a
Total: 55,650,000 151,500,000 171,250,000 6,003,052 0.33%
*Difference represents pre-existing grants to non-UK staff under SARs and
non-qualifying EMIs.
Following the New Options grant and the Option Surrender, the Company's total
number of Options under the 2020 EMI Scheme and under the Haydale
Technologies, Inc Stock Appreciation Rights Plan 2020 outstanding as at the
date of this announcement is 171,250,000 representing approximately 9.5% of
the Company's existing issued share capital and 8.7% 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 (http://www.haydale.com)
Cavendish Capital Markets Limited (Nominated Adviser & Broker)
Julian Blunt/Edward Whiley, Corporate Finance Tel: +44 (0) 20 7220 0500
Andrew Burdis, 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 (http://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. Keith Broadbent
2. Patrick Carter
3. David Davies
4. John Mark Seymour
5. Mark Heycock
6. Nicholas Weatherby
2 Reason for notification
a. Position/Status 1. Chief Executive Officer of Haydale Graphene Industries Plc
2. Chief Financial Officer of Haydale Graphene Industries Plc
3. Director of Haydale Limited (PDMR)
4. Director of Haydale Limited (PDMR)
5. Director of Haydale Limited (PDMR)
6. Director of Haydale Composite Solutions Ltd (PDMR)
b. Initial notification/ Initial Notification
Amendment
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 Options over Ordinary Shares of 0.1p each
Identification Code
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 50,000,000
2. £0.005 30,000,000
3. £0.005 10,000,000
4. £0.005 10,000,000
5. £0.005 10,000,000
6. £0.005 5,000,000
d. Aggregated information
- Aggregated Volume See above
- Price
e. Date of the transaction 25 January 2024
f. Place of the transaction Outside a trading venue
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