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

Haydale Graphene IndustriesAnnouncement

15/11/2022 07:00

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RNS Number : 3720G  Haydale Graphene Industries PLC  15 November 2022

 

 For immediate release  15 November 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 14
November 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 45,950,000 ordinary shares of 2p each in the capital of the
Company ("Ordinary Shares"); 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 8,750,000 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 "November 2022 Grants").

 

Background to the November 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 November 2022 Grants will extend the options of current option
holders and also include those who have more recently joined the Group.

 

Terms of the November 2022 Grants

 

All of the November 2022 Grants have an exercise price of 2.25p per Ordinary
Share (being a 19.7% premium to the closing mid-market price of the Company's
Ordinary Shares on 14 November 2022, the day of the approval of the November
2022 Grants) and can only be exercised between the third and tenth anniversary
of the awards. The proportion of the awards made by the November 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 2026 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

                                                              November 2022 Grants and ending on or before the 30 September 2024, the
 30%                                                            closing price of the Ordinary Shares exceeds 4p (four) per Ordinary Share.
                                                                For a period of 15 consecutive dealing days, commencing after the date of the

                                                              November 2022 Grants and ending on or before the 30 September 2025, the
 30%                                                            closing price of the Ordinary Shares exceeds 6p (six) per Ordinary Share.
                                                                For a period of 15 consecutive dealing days, commencing after the date of the

                                                              November 2022 Grants and ending on or before the 30 September 2026, the
 40%                                                            closing price of the Ordinary Shares exceeds 8p (eight) per Ordinary Share.

 

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

 

The November 2022 Grants represents approximately 6.9% of the Company's issued
ordinary share capital. Of the November 2022 Grants, 28,900,000 options were
granted to Directors of the Company and its subsidiaries, as follows:

 

 Director's name                     Number of November 2022 options granted  Aggregate number of options  Current total beneficial holding of Ordinary Shares   % of current issued share capital

 and employing Group company                                                  /SARs post grant
 Keith Broadbent                     13,200,000                               26,400,000                   1,952,381                                            0.25

 (Haydale Graphene Industries Plc)

 Mark Chapman                        7,700,000                                15,400,000                   750,000                                              0.10

 (Haydale Graphene Industries Plc)

 Thomas Quantrille                   1,500,000                                4,500,000                    -                                                    -

 (Haydale Technologies Inc
 David Davies                        2,200,000                                4,400,000                    50,671                                               0.01

 (Haydale Ltd)

 Nicholas Weatherby                  1,650,000                                3,350,000                    -                                                    -

 (Haydale Composite Solutions Ltd)
 Mark Heycock                        1,325,000                                2,650,000                    -                                                    -

 (Haydale Ltd)
 John Mark Seymour                   1,325,000                                2,650,000                    -                                                    -

 (Haydale Ltd)

 

 

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

 

Following the November 2022 Grants, the Company's total number of Options and
SARs outstanding as at the date of this announcement is 102,000,000
representing approximately 12.97% of the Company's existing issued share
capital and 9.78% on a fully diluted basis including all outstanding warrants.

 

The number of Ordinary Shares currently in issue is 785,852,475 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  Options over Ordinary Shares of 2p 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)
      £0.0225                                                                  13,200,000

 d.  Aggregated information                                       13,200,000 options over Ordinary Shares with an exercise price of £0.0225

                                                            each
     - Aggregated Volume

     - Price
 e.  Date of the transaction                                      14 November 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  Options over Ordinary Shares of 2p 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)
      £0.0225                                                                   7,700,000

 d.  Aggregated information                                       7,700,000 options over Ordinary Shares with an exercise price of £0.0625 each

     - Aggregated Volume

     - Price
 e.  Date of the transaction                                      14 November 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                                                         Thomas Quantrille
 2   Reason for notification
 a.  Position/Status                                              Director of Haydale Technologies Inc, 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  Options over Ordinary Shares of 2p 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)
      £0.0225                                                                   1,500,000

 d.  Aggregated information                                       1.500,000 options over Ordinary Shares with an exercise price of £0.0225 each

     - Aggregated Volume

     - Price
 e.  Date of the transaction                                      14 November 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  Options over Ordinary Shares of 2p 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)
                                                                                Price(s)           Volume(s)
      £0.0225                                                                   2,200,000

 d.  Aggregated information                                       2,200,000 options over Ordinary Shares with an exercise price of £0.0225 each

     - Aggregated Volume

     - Price
 e.  Date of the transaction                                      14 November 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  Options over Ordinary Shares of 2p 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)
      £0.0225                                                                   1,650,000

 d.  Aggregated information                                       1,650,000 options over Ordinary Shares with an exercise price of £0.0225 each

     - Aggregated Volume

     - Price
 e.  Date of the transaction                                      14 November 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  Options over Ordinary Shares of 2p 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)
      £0.0225                                                                   1,325,000

 d.  Aggregated information                                       1,325,000 options over Ordinary Shares with an exercise price of £0.0225 each

     - Aggregated Volume

     - Price
 e.  Date of the transaction                                      14 November  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  Options over Ordinary Shares of 2p 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)
      £0.0225                                                                   1,325,000

 d.  Aggregated information                                       1,325,000 options over Ordinary Shares with an exercise price of £0.0225 each

     - Aggregated Volume

     - Price
 e.  Date of the transaction                                      14 November 2022
 f.  Place of the transaction                                     Outside a trading venue

 

 

 

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