REG - Haydale Graphene Ind - Grant of share options and PDMR dealings

Haydale Graphene IndustriesAnnouncement

21/01/2022 07:05

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RNS Number : 1762Z  Haydale Graphene Industries PLC  21 January 2022

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.

 

 For immediate release  21 January 2022

 

Haydale Graphene Industries plc

 

("Haydale", "the Company" or the "Group")

 

Grant of share options and PDMR dealings

 

 

Haydale (AIM: HAYD), the global advanced materials group, announces that on 20
January 2022 the Company approved the following:

 

1.    under the 2020 EMI Scheme ("2020 EMI Scheme"), the grant of options
to certain directors of the Company ("Directors"), certain directors of the
Company's subsidiaries ("Subsidiary Directors") and staff of the Group, over
an aggregate 9,100,000 ordinary shares of 2p each in the capital of the
Company ("Ordinary Shares"), pursuant to the Company's 2020 EMI Scheme Rules;
and

2.    under the Haydale Technologies, Inc ("HTI") Stock Appreciation Rights
Plan 2020 ("2020 SAR"), the grant of stock appreciation rights ("Stock
Appreciation Rights") to certain employees of the Group's wholly owned US
subsidiary, HTI, over an aggregate 2,750,000 Ordinary Shares pursuant to the
2020 SAR rules.

(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 "January 2022 Grants").

 

Background to the January 2022 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 Share Schemes have certain performance criteria to ensure that value is
created for shareholders before  any value is delivered to Directors and key
staff.   The January 2022 Grants will broaden the coverage of the Share
Schemes and also include those who have more recently joined the Group.  The
January 2022 Grants will also award options to those who received an initial
award on 13 January 2020 to reflect, in some cases, changes in responsibility
and, in general, to reward them for their perseverance and hard work during
what has been a challenging period for all.

 

Terms of the January 2022 Grants

 

All of the January 2022 Grants have an exercise price of 6.25p per Ordinary
Share (being a 12.6% premium to the closing mid-market price of the Company's
Ordinary Shares on 20 January 2022, the day of the approval of the January
2022 Grants) and can only be exercised between the third and tenth anniversary
of the awards. The proportion of the awards made by the January 2022 Grants
that are capable of vesting is dependent on certain performance criteria,
directly linked to the performance of the Company's share price over the
period to 30 September 2025 as follows:

 

 % of January 2022 Grants subject to the Performance Condition

                                                                Performance Condition
                                                                For a period of 15 consecutive dealing days, commencing after the date of the

                                                              January 2022 Grants and ending on or before the 30 September 2023, the closing
 30%                                                            price of the Ordinary Shares exceeds 10p (ten) per Ordinary Share.
                                                                For a period of 15 consecutive dealing days, commencing after the date of the

                                                              January 2022 Grants and ending on or before the 30 September 2024, the closing
 30%                                                            price of the Ordinary Shares exceeds 15p (fifteen) per Ordinary Share.
                                                                For a period of 15 consecutive dealing days, commencing after the date of the

                                                              January 2022 Grants and ending on or before the 30 September 2025, the closing
 40%                                                            price of the Ordinary Shares exceeds 20p (twenty) per Ordinary Share.

 

There are no other vesting criteria for the January 2022 Grants. If the share
price does not reach the target price by their respective dates, that portion
of the award will lapse.

 

The January 2022 Grants represents approximately 2.3% of the Company's issued
ordinary share capital. Of the January 2022 Grants, 3,400,000 options were
granted to Directors of the Company and its subsidiaries, as follows:

 

 Director's name                     Number of options granted  Aggregate number of options post grant  Current total beneficial holding of Ordinary Shares   % of current issued share capital

 and employing Group company
 Keith Broadbent                     1,200,000                  13,200,000                              952,381                                              0.19

 (Haydale Graphene Industries Plc)

 Mark Chapman                        700,000                    7,700,000                               750,000                                              0.15

 (Haydale Graphene Industries Plc)

 David Davies                        200,000                    2,200,000                               50,671                                               0.01

 (Haydale Ltd)

 Nicholas Weatherby                  150,000                    1,650,000                               -                                                    -

 (Haydale Composite Solutions Ltd)
 Mark Heycock                         575,000                   1,325,000                               -                                                    -

 (Haydale Ltd)
 John Mark Seymour                   575,000                    1,325,000                               -                                                    -

 (Haydale Ltd)

 

 

The Company's Remuneration Committee retains the ability to amend the
performance conditions for the January 2022 Grants and for future grants to
ensure that such grants achieve the stated purpose.

 

Following the January 2022 Grants, the Company's total number of Options, SARs
and Warrants outstanding as at the date of this announcement is 49,300,000
representing approximately 8.8% of the Company's existing issued share
capital.

 

The number of Ordinary Shares currently in issue is 510,335,691 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)

 finnCap (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 six sites in the UK, USA and the
Far East.

 

For more information please visit: www.haydale.com (http://www.haydale.com)

Twitter: @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                                                         Keith Broadbent
 2   Reason for notification
 a.  Position/Status                                              Chief Executive Officer of Haydale Graphene Industries Plc
 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  Ordinary Shares of 2p each

Identification Code                                         GB00BKWQ1135
 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)
                                                                                Price(s)      Volume(s)
      £0.0625                                                                   1,200,000

 d.  Aggregated information                                       1,200,000 options over Ordinary Shares with an exercise price of £0.0625 each

     - Aggregated Volume

     - Price
 e.  Date of the transaction                                      20 January 2022
 f.  Place of the transaction                                     Outside a trading venue

 

 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                                                         Mark Chapman
 2   Reason for notification
 a.  Position/Status                                              Chief Financial Officer of Haydale Graphene Industries Plc
 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  Ordinary Shares of 2p each

Identification Code                                         GB00BKWQ1135
 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)
                                                                               Price(s)     Volume(s)
      £0.0625                                                                  700,000

 d.  Aggregated information                                       700,000 options over Ordinary Shares with an exercise price of £0.0625 each

     - Aggregated Volume

     - Price
 e.  Date of the transaction                                      20 January 2022
 f.  Place of the transaction                                     Outside a trading venue

 

 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                                                         David Davies
 2   Reason for notification
 a.  Position/Status                                              Director of Haydale Ltd, a subsidiary of Haydale Graphene Industries Plc
 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  Ordinary Shares of 2p each

Identification Code                                         GB00BKWQ1135
 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)
                                                                                Price(s)      Volume(s)
      £0.0625                                                                   200,000

 d.  Aggregated information                                       200,000 options over Ordinary Shares with an exercise price of £0.0625 each

     - Aggregated Volume

     - Price
 e.  Date of the transaction                                      20 January 2022
 f.  Place of the transaction                                     Outside a trading venue

 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                                                         Nicholas Weatherby
 2   Reason for notification
 a.  Position/Status                                              Director of Haydale Composite Solutions Ltd, a subsidiary of Haydale Graphene
                                                                  Industries Plc
 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  Ordinary Shares of 2p each

Identification Code                                         GB00BKWQ1135
 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)
                                                                                Price(s)      Volume(s)
      £0.0625                                                                   150,000

 d.  Aggregated information                                       150,000 options over Ordinary Shares with an exercise price of £0.0625each

     - Aggregated Volume

     - Price
 e.  Date of the transaction                                      20 January 2022
 f.  Place of the transaction                                     Outside a trading venue

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a.  Name                                                         Mark Heycock
 2   Reason for notification
 a.  Position/Status                                              Director of Haydale Ltd, a subsidiary of Haydale Graphene Industries Plc
 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  Ordinary Shares of 2p each

Identification Code                                         GB00BKWQ1135
 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)
                                                                               Price(s)     Volume(s)
      £0.0625                                                                  575,000

 d.  Aggregated information                                       575,000 options over Ordinary Shares with an exercise price of £0.0625each

     - Aggregated Volume

     - Price
 e.  Date of the transaction                                      20 January 2022
 f.  Place of the transaction                                     Outside a trading venue

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a.  Name                                                         John Mark Seymour
 2   Reason for notification
 a.  Position/Status                                              Director of Haydale Ltd, a subsidiary of Haydale Graphene Industries Plc
 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  Ordinary Shares of 2p each

Identification Code                                         GB00BKWQ1135
 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)
                                                                               Price(s)     Volume(s)
      £0.0625                                                                  575,000

 d.  Aggregated information                                       575,000 options over Ordinary Shares with an exercise price of £0.0625 each

     - Aggregated Volume

     - Price
 e.  Date of the transaction                                      20 January 2022
 f.  Place of the transaction                                     Outside a trading venue

 

 

 

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