REG - Haydale Graphene Ind - Result of Fundraising

Haydale Graphene IndustriesAnnouncement

24/08/2022 10:30

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RNS Number : 0716X  Haydale Graphene Industries PLC  24 August 2022

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,
THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND 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.

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 16:37 P.M. YESTERDAY, UNLESS OTHERWISE
SPECIFIED.

 

24 August 2022

HAYDALE GRAPHENE INDUSTRIES PLC

("Haydale" or the "Company")

Result of Fundraising

Haydale (AIM:HAYD), the global advanced materials group, is pleased to
announce that further to its announcement at 16:37 p.m. yesterday (the "Launch
Announcement"), it has successfully completed the Fundraising which is now
closed.

The Fundraising has raised in aggregate £5.0 million through the Placing and
Subscription of 250,000,000 New Ordinary Shares, all at the Issue Price of 2
pence per Ordinary Share.

Qualifying Shareholders still have the opportunity to participate in the Open
Offer at the Issue Price.

As set out in the Launch Announcement the net funds raised by the Fundraising
will be used predominantly to fund the general working capital needs of the
business.

 

Related Party Transactions

Keith Broadbent and Theresa Wallis of the Company have conditionally
subscribed for an aggregate of 1,500,000 New Ordinary Shares through the
Subscription (the "Participating Directors"). It is expected that the
Participating Directors' interests following completion of the Fundraising
(assuming all the New Ordinary Shares pursuant to the Open Offer are issued)
will be as follows:

 

 Director         Current shareholding  No. of New Ordinary Shares to be acquired pursuant to the terms of the Placing  Resulting holding following Admission  % of enlarged issued share capital
                                        and Subscription
 Keith Broadbent  952,381               1,000,000                                                                       1,952,381                              0.25%
 Theresa Wallis   511,904               500,000                                                                         1,011,904                              0.13%

 

The issue of New Ordinary Shares to Keith Broadbent and Theresa Wallis
constitutes a related party transaction pursuant to Rule 13 of the AIM Rules
by virtue of their status as Directors of the Company. The independent
directors, being all Directors except the Participating Directors, having
consulted with the Company's nominated adviser, finnCap, consider that the
terms of the participation in the Fundraising by the Participating Directors
be fair and reasonable insofar as the Company's Shareholders are concerned.

 

Quilter Cheviot ("Quilter Cheviot"), a related party of the Company for the
purposes of the AIM Rules by virtue of their status as a substantial
shareholder of the Company (the "Substantial Shareholder"), have participated
in the Fundraising for an aggregate of 33,220,900 New Ordinary Shares through
the Placing. It is expected that Quilter Cheviot's interests following
completion of the Fundraising (assuming all the New Ordinary Shares pursuant
to the Open Offer are issued) will be as follows:

 

 Shareholder      Current shareholding  No. of New Ordinary Shares to be acquired pursuant to the terms of the Placing  Resulting holding following Admission  % of enlarged issued share capital
 Quilter Cheviot  67,739,736            33,220,900                                                                      100,960,636                            12.85%

 

The Directors, having consulted with the Company's nominated adviser, finnCap,
consider that the terms upon which Quilter Cheviot are participating in the
Placing to be fair and reasonable insofar as the Company's shareholders are
concerned.

Admission and Total Voting Rights

The Placing, Subscription and Open Offer of in aggregate the 275,516,784 New
Ordinary Shares (assuming full take up under the Open Offer) is conditional
upon, among other things, the passing of the Resolutions at the General
Meeting, Admission of the New Ordinary Shares becoming effective and the
Placing Agreement not being terminated in accordance with its terms.

It is expected that the New Ordinary Shares will be admitted to trading on AIM
at 8.00 a.m. on or around 14 September 2022 (or such later date as may be
agreed between the Company and finnCap, but no later than 28 September 2022).

On Admission, the total number of Ordinary Shares in issue will be 785,852,475
(assuming full take up under the Open Offer) with the Company holding no
Ordinary Shares in treasury, therefore the total number of voting rights will
also be 785,852,475. 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, the
share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

 

Posting of Circular and Notice of General Meeting

A Circular and Notice of General Meeting is being posted to Shareholders later
today, and the Company will also publish these on its website pursuant to AIM
Rule 26. The General Meeting will be held on Monday, 12 September 2022 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.

For further information:

 Haydale Graphene Industries plc                                     Tel: +44 (0) 1269 842 946
 Keith Broadbent, CEO
 Mark Chapman, CFO
                                                                     www.haydale.com (http://www.haydale.com)

 finnCap (Nominated Adviser & Broker)                                Tel: +44 (0) 20 7220 0500
 Julian Blunt / Edward Whiley / George Dollemore, Corporate Finance
 Andrew Burdis / Barney Hayward, ECM

 

 

The notifications below are made in accordance with the requirements of the EU
regulation on market abuse which forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018.

 1.    Details of the person discharging managerial responsibilities/person closely
       associated
 a)    Name:                                                         a)   Keith Broadbent

                                                                     b)   Theresa Wallis
 2.    Reason for the notification
 a)    Position/status:                                              a)   Chief Executive Director

                                                                     b)   Non-Executive Director
 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:  Ordinary shares of 2 pence per share

       Identification code:                                          GB00BKWQ1135
 b)    Nature of the transaction:                                    Subscription for new shares
 c)    Price(s) and volume(s):                                       Price(s)        Volume(s)
                                                                     a)   2 pence    a)   1,000,000

                                                                             b)   500,000
 d)    Aggregated information:                                       See 4c) above

       ·Aggregated volume:

       ·Price:
 e)    Date of the transaction:                                      23 August 2022
 f)    Place of the transaction:                                     London Stock Exchange, AIM

d)

Aggregated information:

·Aggregated volume:

·Price:

See 4c) above

 

e)

Date of the transaction:

23 August 2022

f)

Place of the transaction:

London Stock Exchange, AIM

 

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