REG - Haydale Graphene Ind - Subscription, Director Dealings and TVR

Haydale Graphene IndustriesAnnouncement

13/03/2025 14:30

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RNS Number : 6089A  Haydale Graphene Industries PLC  13 March 2025

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE EU MARKET
ABUSE REGULATION (EU) NO 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED ("UK MAR"). THE
COMPANY IS SOLELY RESPONSIBLE FOR THE CONTENT OF THIS ANNOUNCEMENT. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.

 

 

Haydale Graphene Industries plc

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

 

Subscription, Director Dealings, Issue of Equity and Total Voting Rights

 

Haydale (AIM: HAYD), the advanced materials group, announces that conditional
subscriptions for 89,849,106 new ordinary shares of 0.01 pence each in the
capital of the Company ("Ordinary Shares") have been made by a new private
investor (Christopher Shaw), the Company's existing key strategic investor
(Quidos Technologies Limited ("Quidos")) and Gareth Kaminski-Cook,
Non-Executive Chair, at an issue price of £0.001458 per new Ordinary Share
("Issue Price") (together the "Subscriptions").

 

The Issue Price represents a premium of 32.5 per cent. to the closing
mid-market price on 12 March 2025, being the last practicable date prior to
this announcement and a premium of 10 per cent. to the Company's last
fundraise completed in November 2024.

 

The Subscriptions, raising £131,000 in total, will be completed using the
Company's existing authorities granted by shareholders at its last annual
general meeting on 30 December 2024 and amount to 2.4 per cent. of Haydale's
current issued share capital. The Subscriptions are conditional on, inter
alia, the admission of the new Ordinary Shares to trading on AIM
("Admission").  The proceeds of the Subscriptions will be directed towards
supporting growth.

 

The Subscription by Quidos (an 18.1% shareholder in the Company and in which
Simon Turek, Chief Executive Officer of the Company, has a 49% indirect
beneficial interest), constitutes a related party transaction under Rule 13 of
the AIM Rules by virtue of it being Simon Turek's Associate (within the
meaning of the AIM Rules) and its status as a substantial shareholder in the
Company. The Subscription by Gareth Kaminski-Cook, Non-Executive Chair of the
Company, also constitutes a related party transaction under Rule 13 of the AIM
Rules by virtue of Gareth Kaminski-Cook's status as a Director of the
Company.  The independent directors for the purposes of this opinion, being
all Directors save for Simon Turek and Gareth Kaminski-Cook, having consulted
with the Company's nominated adviser, Cavendish, consider that the terms of
the participation in the Subscriptions by Quidos, Gareth Kaminski-Cook, and
indirectly, Simon Turek, are fair and reasonable insofar as the Company's
Shareholders are concerned.

 

Following completion of the Subscriptions the interests of Quidos, Gareth
Kaminski-Cook and the effective interest of Simon Turek, in the enlarged share
capital of Haydale will be:

 

                          New shares subscribed  Resulting holding  % of enlarged issued share capital
 Quidos Technologies Ltd  16,117,969             695,363,252        18.07
 Simon Turek              7,897,805              340,727,993        8.85
 Gareth Kaminski-Cook     5,144,032              9,117,616          0.24

 

Further details relating to these dealings are set out below for the purposes
of UK MAR.

 

New Private Investor

 

Christopher Shaw is a new private investor in the Company. He was previously
at Rothschild & Co where he was part of the team that managed around $20bn
of investments for their wealth management business in London. Christopher
will be attending the board as an observer.

 

Admission and Total Voting Rights

 

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

 

Application will be made to the London Stock Exchange for admission of the new
Ordinary Shares to trading on AIM. It is expected that Admission will take
place on or before 8.00 a.m. on 18 March 2025 and that dealings in the new
Ordinary Shares on AIM will commence at the same time.

 

In accordance with the provisions of the Disclosure and Transparency Rules of
the FCA, the Company confirms that, immediately following Admission, it
expects its issued share capital will comprise 3,848,945,064 Ordinary Shares
of 0.01 pence each. All Ordinary Shares shall have equal voting rights and,
following the Subscriptions, none of the ordinary shares will be held in
treasury. The total number of voting rights in the Company immediately
following Admission will therefore be 3,848,945,064.

 

For further information:

Haydale Graphene Industries plc

Simon Turek, Chief Executive
Officer
Tel: +44 (0) 1269 842946

Gareth Kaminski-Cook, Non-Executive Chair

Patrick Carter, Chief Financial Officer

www.haydale.com (http://www.haydale.com)
 

Cavendish Capital Markets Limited (Nominated Adviser & Broker)

Julian Blunt / Edward Whiley / Trisyia Jamaludin, Corporate Finance
   Tel: +44 (0) 20 7220 0500

Andrew Burdis, ECM

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

 

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Simon Turek
 2    Reason for the notification
 a)   Position/status                                              Chief Executive Officer
 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 0.01 pence each

      Identification code

                                                                   GB00BKWQ1135
 b)   Nature of the transaction                                    Indirect conditional subscription for new Ordinary Shares via Quidos
                                                                   Technologies Ltd
 c)   Price(s) and volume(s)

Price         Volume
                                                                   0.1458 pence  7,897,805
 d)   Aggregated information                                        N/A - single transaction

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      13 March 2025
 f)   Place of the transaction                                     Outside a trading venue

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

 N/A - single transaction

e)

Date of the transaction

13 March 2025

f)

Place of the transaction

Outside a trading venue

 

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Gareth Kaminski-Cook
 2    Reason for the notification
 a)   Position/status                                              Non-Executive Chairman
 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 0.01 pence each

      Identification code

                                                                   GB00BKWQ1135
 b)   Nature of the transaction                                    Conditional subscription for new Ordinary Shares
 c)   Price(s) and volume(s)

Price         Volume
                                                                   0.1458 pence  5,144,032
 d)   Aggregated information                                        N/A - single transaction

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      13 March 2025
 f)   Place of the transaction                                     Outside a trading venue

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

 N/A - single transaction

e)

Date of the transaction

13 March 2025

f)

Place of the transaction

Outside a trading venue

 

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