REG - Haydale Graphene Ind - Result of Fundraising

Haydale Graphene IndustriesAnnouncement

15/09/2023 18:15

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RNS Number : 6747M  Haydale Graphene Industries PLC  15 September 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND NOT
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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
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DEFINED TERMS IN THIS ANNOUNCEMENT SHALL HAVE THE SAME MEANING AS IN THE
LAUNCH ANNOUNCEMENT, RELEASED AT 3.00 PM, UNLESS OTHERWISE SPECIFIED.

15 September 2023

HAYDALE GRAPHENE INDUSTRIES PLC

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

Result of Fundraising

Haydale (AIM:HAYD), the global advanced materials group, is pleased to
announce that further to its announcement at 3.00 pm (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 1,000,000,000 New Ordinary Shares, all at the Issue Price of
0.5 pence per Ordinary Share.

 

In addition to the Placing, the Company is also providing Retail Investors
with the opportunity to subscribe for an aggregate of up to 200,000,000 Retail
Shares at the Issue Price via the Bookbuild platform, to raise up to
approximately £1.0 million (before expenses). The Retail Offer is due to
close at 12.00 noon on 22 September 2023 and the results of the Retail Offer
will be announced separately thereafter.

 

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

 

Related Party Transactions

Keith Broadbent, David Banks, Theresa Wallis and Patrick Carter, all being
Directors of the Company, have conditionally subscribed for an aggregate of
8,000,000 New Ordinary Shares through the Subscription (the "Participating
Directors"). It is expected that the Participating Directors' interests
following completion of the Fundraising (assuming full take up under the
Retail Offer) will be as follows:

 Director         Number of Existing Ordinary Shares  Percentage of existing issued share capital  Number of New Ordinary Shares subscribed for  Total number of Ordinary Shares held following  Admission   Percentage of Enlarged Share Capital following  Admission*
 Keith Broadbent  1,952,381                           0.25                                         3,000,000                                     4,952,381                                                   0.25
 David Banks      5,000,000                           0.64                                         3,000,000                                     8,000,000                                                   0.40
 Theresa Wallis   1,011,904                           0.13                                         1,000,000                                     2,011,904                                                   0.10
 Patrick Carter   -                                   -                                            1,000,000                                     1,000,000                                                   0.05

*Assuming the Retail Offer is subscribed in full

 

The issue of New Ordinary Shares to the Participating Directors 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, Cavendish, consider that the terms of the
participation in the Fundraising by the Participating Directors are fair and
reasonable insofar as the Company's Shareholders are concerned.

 

Admission and Total Voting Rights

The Placing, Subscription and Retail Offer of in aggregate the 1,200,000,000
New Ordinary Shares (assuming full take up under the Retail Offer) are
conditional upon, among other things, the passing of the Resolutions at the
General Meeting. The EIS/VCT Placing is conditional, amongst other things, on
the passing of the Resolutions, the Placing Agreement not having been
terminated and EIS/VCT Admission occurring on or before 8.00 a.m. on 4 October
2023 (or such later date as finnCap and the Company may agree being not later
than 8.00 a.m. on 31 October 2023).  The General Placing is conditional,
amongst other things, on the passing of the Resolutions, the Placing Agreement
not having been terminated, EIS/VCT Admission having occurred and General
Admission occurring on or before 8.00 a.m. on 5 October 2023 (or such later
date as finnCap and the Company may agree being not later than 8.00 a.m. on
31 October 2023).

 

It is expected that EIS/VCT Admission will take place at 8.00 a.m. on 4
October 2023 and that dealings in the Existing Adjusted Ordinary Shares and
the EIS/VCT Placing Shares on AIM will commence at the same time. It is
expected that General Admission will take place at 8.00 a.m. on 5 October 2023
and that dealings in the General Placing Shares, the Subscription Shares and
the Retail Offer Shares on AIM will commence at the same time.

 

On Admission, the total number of Ordinary Shares in issue will be
1,985,853,051 (assuming full take up under the Retail Offer) with the Company
holding no Ordinary Shares in treasury. Therefore the total number of voting
rights will also be 1,985,853,051. 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 containing the Notice of General Meeting is being posted to
Shareholders on 16 September 2023. The Company will also publish this on its
website pursuant to AIM Rule 26. The General Meeting will be held on 3 October
2023 at 11:00 a.m. at the offices of Fieldfisher LLP, 9th Floor, 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

You will find enclosed with the Circular a Form of Proxy for use at the
General Meeting. Regardless of whether you intend to attend the General
Meeting, you 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. 29 September
2023.  Completion and return of the Form of Proxy will not
preclude you from attending the General Meeting and voting in person
should you so wish.

 

For further information:

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

 Patrick Carter, CFO

 Cavendish Capital Markets Limited (Nominated Adviser, Broker and Retail Offer  Tel: +44 (0) 20 7220 0500
 Coordinator)
 Julian Blunt / Edward Whiley / George Dollemore, Corporate Finance
 Andrew Burdis / Harriet Ward, 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/)

Twitter: @haydalegraphene

 

 

 

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