REG - Haydale Graphene Ind - Result of Retail Offer and Total Voting Rights

Haydale Graphene IndustriesAnnouncement

22/09/2023 16:30

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RNS Number : 4121N  Haydale Graphene Industries PLC  22 September 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF EU
REGULATION 596/2014 WHICH FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE
PUBLIC DOMAIN.

 

DEFINED TERMS IN THIS ANNOUNCEMENT SHALL HAVE THE SAME MEANING AS IN THE
'PROPOSED PLACING, SUBSCRIPTION & RETAIL OFFER'  ANNOUNCEMENT, RELEASED
ON 15 SEPTEMBER 2023, UNLESS OTHERWISE SPECIFIED.

 

 

22 September 2023

 

Haydale Graphene Industries Plc

 ("Haydale" or the "Company)

Result of Retail Offer

and

Total Voting Rights

 

 

The Board of Haydale is pleased to announce that the Retail Offer launched on
15 September 2023 has now closed, raising in aggregate £0.06 million through
the issuance of 12,609,000 Retail Offer Shares at a price of 0.5 pence each.

 

Consequently, conditional on the passing of the Resolutions at the General
Meeting, the Company will issue 912,000,000 Placing Shares, 88,000,000
Subscription Shares and 12,609,000 Retail Offer Shares (an aggregate of
1,012,609,000 New Ordinary Shares) to raise total gross proceeds of £5.06
million as part of the Fundraising.

 

Admission and Total Voting Rights

 

The Placing, Subscription and Retail Offer of in aggregate the 1,012,609,000
New Ordinary Shares are conditional upon, among other things, the passing of
the Resolutions at the General Meeting.

 

Of the 912,000,000 aggregate Placing Shares, 602,675,332 are being issued to
EIS/VCT investors under the EIS/VCT Admission. EIS/VCT Admission 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 Cavendish and
the Company may agree being not later than 8.00 a.m. on 31 October 2023).

 

The remaining 309,324,668 Placing Shares are being issued to non-EIS/VCT
investors under the General Admission. The 88,000,000 Subscription Shares and
12,609,000 Retail Offer Shares will also admit under the General Admission.
General Admission 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 Cavendish 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.

 

The Capital Reorganisation to sub-divide the existing Ordinary Shares of 2
pence each into ordinary shares of 0.1 pence each and deferred shares of 1.9
pence each will occur alongside the EIS/VCT Admission on 4 October 2023.

 

On Admission, the total number of Ordinary Shares in issue will be
1,798,462,051 with the Company holding no Ordinary Shares in treasury.
Therefore the total number of voting rights will also be 1,798,462,051. 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.

 

 

For further information, please contact:

 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 / Barney Hayward, ECM

 

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

IMPORTANT NOTICES

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer Shares are
being offered and sold outside the United States in "offshore transactions",
as defined in, and in compliance with, Regulation S under the US Securities
Act. In addition, the Company has not been, and will not be, registered under
the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

Cavendish Capital Markets Limited ("Cavendish") is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting exclusively
for the Company and for no-one else and will not regard any other person
(whether or not a recipient of this announcement) as its client in relation to
the Retail Offer and will not be responsible to anyone other than the Company
for providing the protections afforded to its clients, nor for providing
advice in connection with the Retail Offer, Admission and the other
arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency movements. When you
sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. Each
of the Company and Cavendish expressly disclaims any obligation or undertaking
to update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law.

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Cavendish or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Each of Cavendish and its affiliates, accordingly disclaims all and
any liability whether arising in tort, contract or otherwise which it might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than AIM.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to any contractual, legal
or regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation
to any investor or group of investors to invest in, or purchase, or take any
other action whatsoever with respect to the Retail Offer Shares. Each
distributor is responsible for undertaking its own target market assessment in
respect of the Retail Offer Shares and determining appropriate distribution
channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.

 

 

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