REG - Haydale Graphene Ind - Result of Accelerated Bookbuild

Haydale Graphene IndustriesAnnouncement

15/12/2025 09:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251215:nRSO5677La&default-theme=true

RNS Number : 5677L  Haydale Graphene Industries PLC  15 December 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA,
JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
HAYDALE GRAPHENE INDUSTRIES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION WHERE
TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF HAYDALE
GRAPHENE INDUSTRIES PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED
IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.

DEFINED TERMS IN THIS ANNOUNCEMENT SHALL HAVE THE SAME MEANING AS IN THE
LAUNCH ANNOUNCEMENT, RELEASED AT 07:00 A.M. ON 12 DECEMBER 2025, UNLESS
OTHERWISE SPECIFIED.

15 December 2025

HAYDALE GRAPHENE INDUSTRIES PLC

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

Result of Accelerated Bookbuild

Haydale (AIM:HAYD), the global advanced materials group, is pleased to
announce that further to its announcement at 07:00 a.m. on 12 December 2025
(the "Launch Announcement"), it has completed the ABB which is now closed.

 

The ABB has raised in aggregate £4.7 million which together with the £0.54
million raised through the Subscriptions (including a further subscription
received on 12 December 2025 of £24,100) amounts to £5.25 million, all at
the Issue Price of 0.5 pence per New Ordinary Share. Further details on the
Fundraising are included in the Launch Announcement.

 

The total amount raised by the ABB is approximately £0.7 million lower than
contemplated in the Launch Announcement as a result of the failure of certain
market counterparties to provide confirmations to orders previously indicated
during the market sounding process which preceded launch.  As a result of
this the aggregate deal costs are reduced by approximately £0.1 million,
resulting in net Fundraising proceeds of up to £4.75 million (compared with
up to £5.29 million in the Launch Announcement).  The Board is comfortable
that this amount satisfies the Enlarged Group's working capital requirements
and satisfies conditions precedent to the Acquisition.  The resulting amended
Share Capital Statistics table included in the Launch Announcement is set out
below.

 

In addition to the Placing and Subscription, the Company also announced that
it is providing its existing Retail Investors with the opportunity to
subscribe for an aggregate of up to 100,000,000 Retail Shares at the Issue
Price via the Bookbuild platform, to raise up to an additional £0.5 million
(before expenses). In view of the above the Directors have decided to keep the
Retail Offer open for another day.  Accordingly, the Retail Offer will now
close at midday on 16 December 2025 (rather than 15 December as previously
announced) and the results of the Retail Offer will be announced separately
thereafter.

 

As set out in more detail in the Launch Announcement, the net funds raised by
the Fundraising will be used to support the Enlarged Group's growth plan and
capitalise on the commercial opportunities unlocked by the Acquisition.

 

Haydale Convertible Loan Notes and Total Voting Rights

 

As contemplated in the Launch Announcement, the Company is pleased to confirm
that exercise of the Haydale Convertible Loan Notes occurred on 12 December
2025 following launch of the ABB. The Haydale CLN Shares have accordingly now
been issued and allotted, conditional only on their admission.  Application
has been made to the London Stock Exchange for the admission of the
417,883,894 Haydale CLN Shares to be admitted to trading on AIM. It is
expected that admission will take place on or before 8.00 a.m. on 18 December
2025.

 

Following admission of the Haydale CLN Shares (and prior to the issue of any
of the additional New Ordinary Shares to be issued pursuant to the Fundraising
or Acquisition) the Company will have in issue 4,740,839,841 Ordinary Shares,
with no shares held in treasury. 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, Haydale
under the FCA's Disclosure and Transparency Rules.

 

Admission of the Fundraising Shares and First Tranche Consideration Shares

 

Applications will be made to the London Stock Exchange for admission of the
Fundraising Shares and the First Tranche Consideration Shares to trading on
AIM.  Admission of the Fundraising Shares is expected to take place at 8.00
a.m. on 7 January 2026.  Admission of the First Tranche Consideration Shares
is expected to take place at 8.00 a.m. on 8 January 2026.

 

The Fundraising Shares and First Tranche Consideration Shares will, when
issued, rank pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other distributions declared,
made or paid after the date of issue.

 

Posting of Circular and Notice of General Meeting

 

A Circular containing the Notice of General Meeting is expected to be posted
to Shareholders on 15 December 2025. The Company will also publish this on its
website pursuant to AIM Rule 26. The General Meeting will be held on 6 January
at 11:00 a.m. at the offices of Fieldfisher LLP, Riverbank House, 2 Swan
Lane, London EC4R 3TT, notice of which will be set out at the end of the
Circular.

 

Action to be taken

 

Shareholders will find enclosed with the Circular a Form of Proxy for use at
the General Meeting. Regardless of whether Shareholders intend to attend the
General Meeting, they are requested to complete, sign and return the Form of
Proxy, in accordance with the instructions printed thereon, so as to be
received by the Company's registrars, Share Registrars Limited, 3 The
Millennium Centre, Crosby Way, Farnham,  Surrey, GU9 7XX, as soon as
possible, and in any event by no later than 11.00 a.m. 2 January 2026.
Completion and return of the Form of Proxy will not preclude Shareholders
from attending the General Meeting and voting in person should they so wish.

 

SHARE CAPITAL STATISTICS

Issue
Price
0.5 pence

Number of Existing Ordinary
Shares(1)
4,740,839,841

Number of Placing
Shares
941,180,000

Number of Subscription
Shares
108,820,000

Number of Retail
Shares
Up to 100,000,000

Number of First Tranche Consideration
Shares
1,860,465,116

Number of SMCC CLN
Shares
23,404,142

Enlarged Share
Capital(1)
Up to 7,774,709,099

Number of Deferred Consideration
Shares
Up to 992,248,061

Percentage of the Enlarged Share Capital represented by(2)

-     Existing Ordinary
Shares
60.98 per cent.

-     Fundraising
Shares(2)
14.79 per cent.

-     First Tranche Consideration
Shares
23.93 per cent.

Gross proceeds of the
Placing
approximately £4.7 million

Gross proceeds of the
Subscriptions
approximately £0.54 million

Gross proceeds of the Retail
Offer(2)
Up to £0.50 million

Estimated cash proceeds of the Fundraising
receivable                     Up to approximately £4.75
million

by the Company (net of expenses) (2)

Ordinary Share
ISIN
GB00BKWQ1135

SEDOL
BKWQ113

 

Notes:

1.     Including the Haydale CLN Shares

2.   Assuming full take up of the Retail Shares under the Retail Offer

 

For further information:

 Haydale Graphene Industries plc                                         Tel: +44 (0) 1269 842 946
 Simon Turek, CEO                                                        www.haydale.com (http://www.haydale.com)

 Patrick Carter, CFO

 Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker)  Tel: +44 (0) 20 7220 0500
 Julian Blunt / Edward Whiley / Trisyia Jamaludin, Corporate Finance
 Andrew Burdis / Harriet Ward, Corporate Broking

 Allenby Capital Limited (Joint Broker)                                  Tel: +44 (0) 20 3002 2073
 Nick Naylor / Alex Brearley / Vivek Bhardwaj, Corporate Finance
 Jos Pinnington, Sales and Corporate Broking

 OAK Securities (Joint Broker)                                           Tel: +44 (0) 20 3973 3678
 Jerry Keen / Calvin Man, Corporate Broking

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROIUVAKRVUUUARA



            Copyright 2019 Regulatory News Service, all rights reserved