REG - Haydale Graphene Ind - Result of Fundraising

Haydale Graphene IndustriesAnnouncement

28/10/2024 07:00

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RNS Number : 7729J  Haydale Graphene Industries PLC  28 October 2024

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RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF HAYDALE
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DEFINED TERMS IN THIS ANNOUNCEMENT SHALL HAVE THE SAME MEANING AS IN THE
LAUNCH ANNOUNCEMENT, RELEASED AT 14:15 P.M. 25 OCTOBER 2024, UNLESS OTHERWISE
SPECIFIED.

28 October 2024

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 14:15 p.m. 25 October 2024 (the
"Launch Announcement"), it has successfully completed the Fundraising which is
now closed.

 

The Fundraising has successfully raised in aggregate £3.0 million. This
comprises £2.5 million raised through the Placing and Subscription of
1,895,858,186 New Ordinary Shares at the Issue Price of 0.1325 pence per New
Ordinary Share, and £0.5 million raised through subscriptions for Convertible
Loan Notes from Octopus Investments. Further details on the Fundraising are
included in the Launch Announcement.

 

In addition to the Placing, Subscription and Convertible Loan Notes the
Company has also announced that it is providing Retail Investors with the
opportunity to subscribe for an aggregate of up to 377,358,490 Retail Shares
at the Issue Price via the Bookbuild platform, to raise up to an additional
£0.5 million (before expenses). The Retail Offer is due to close at 4.30 p.m.
today 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.

 

Updated Timetable

 

The Company confirms that the timings of the Fundraising have been amended as
follows:

                                                                                        2024
 Publication and posting of the Circular and the Form of Proxy                          28-Oct
 Retail Offer closes                                                        4:30 p.m.   28-Oct
 Announcement of the results of the Retail Offer                                        28-Oct
 Latest time and date for receipt of Forms of Proxy or electronic proxy     11:00 a.m.  11-Nov
 appointments for use at the General Meeting
 General Meeting                                                            11.00 a.m.  13-Nov
 Capital Reorganisation Record Date                                         6:00 p.m.   13-Nov
 Announcement of the results of the General Meeting                                     13-Nov
 Admission and commencement of dealings on AIM                              8.00 a.m.   14-Nov
 CREST Members' accounts credited in respect of the following New Ordinary              14-Nov
 Shares in uncertificated form:
 Trade Date                                                                             12-Nov
 Settlement Date                                                                        14-Nov
 Longstop Date                                                                          20-Dec

 

 

Related Party Transactions

 

As noted in the Launch Announcement, David Banks, Keith Broadbent, Theresa
Wallis and Gareth Kaminski-Cook being Directors of the Company, have indicated
their intention to subscribe New Ordinary Shares as part of the Fundraising
(the "Participating Directors"). Gareth Kaminski-Cook has also increased his
subscription since the Launch Announcement to 3,773,584 Ordinary Shares.
Therefore, the Participating Directors are subscribing for in aggregate
41,509,431 New Ordinary Shares. 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*
 David Banks           8,000,000                           0.44                                         18,867,924                                    26,867,924                                                  0.66
 Keith Broadbent       4,952,381                           0.28                                         7,547,169                                     12,499,550                                                  0.31
 Theresa Wallis        2,011,904                           0.11                                         11,320,754                                    13,332,658                                                  0.33
 Gareth Kaminski-Cook  200,000                             0.01                                         3,773,584                                     3,973,584                                                   0.10

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 director for the
purposes of this opinion, Patrick Carter, having consulted with the Company's
nominated adviser, Cavendish, considers 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.

 

Additionally, the issuance of £0.5 million of Convertible Loan Notes to
Octopus Investments via Octopus AIM VCT and Octopus AIM VCT 2 for £0.3
million and £0.2 million, respectively, constitutes a related party
transaction pursuant to Rule 13 of the AIM Rules by virtue of their status as
Substantial Shareholder of the Company. The Directors, having consulted with
the Company's nominated adviser, Cavendish, consider that the terms of the
participation in the Fundraising by Octopus AIM VCT and Octopus AIM VCT 2 is
fair and reasonable insofar as the Company's Shareholders are concerned.

 

Admission

 

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

 

Applications will be made to the London Stock Exchange for admission of the
New Ordinary Shares and the Existing Adjusted Ordinary Shares to trading on
AIM. It is expected that Admission will take place on or before 8.00 a.m. on
14 November 2024 and that dealings in the New Ordinary Shares and Existing
Adjusted Ordinary Shares on AIM will commence at the same time.

 

Posting of Circular and Notice of General Meeting

 

A Circular containing the Notice of General Meeting is being posted to
Shareholders today. The Company will also publish this on its website pursuant
to AIM Rule 26. The General Meeting will be held on 13 November 2024 at 11:00
a.m. 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. 11 November 2024.
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 / Trisyia Jamaludin, 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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