REG - Haydale Graphene Ind - Subscriptions, Director Dealings & Issue of Equity

Haydale Graphene IndustriesAnnouncement

26/06/2025 14:00

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RNS Number : 6115O  Haydale Graphene Industries PLC  26 June 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")

 

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

 

Haydale (AIM: HAYD), the advanced materials group, announces that conditional
subscriptions for an aggregate 474,010,883 new ordinary shares of 0.01 pence
each in the capital of the Company ("Ordinary Shares") have been made by a
discrete number of long-term strategic investors including EIS recipients, the
Company's existing key strategic investor Quidos Technologies Limited
("Quidos") (which is owned by the CEO, Simon Turek, and long-time strategic
investor Nick Pritchard) and Gareth Kaminski-Cook, Non-Executive Chair, at an
issue price of £0.0045 per new Ordinary Share ("Issue Price") (together the
"Subscriptions"). The Company had interest in excess of the number of shares
available.

The Issue Price represents a discount of 28.0 per cent. to the closing
mid-market price on 25 June 2025, being the last practicable date prior to
this announcement, and a premium of 21.0 per cent. to the Company's 30-day
VWAP of £0.0037 and a premium of 239.6% per cent. to the price at which the
Company completed its last placing in October 2024.

The Subscriptions, raising approximately £2.13 million 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 12.3 per
cent. of Haydale's current issued share capital. The Subscriptions have been
entered into on an expedited basis in light of the Company's commercial
traction as outlined in the announcement of 12 June 2025 and to take advantage
of the Company's existing HMRC tax clearance for the purposes of the EIS/VCT
legislation which is due to expire on 30 June 2025. The Subscriptions are
conditional on, inter alia, the admission of the new Ordinary Shares to
trading on AIM, expected to occur on 27 June 2025 ("Admission").  The
proceeds of the Subscriptions will be directed towards supporting growth of
the Company.

Related Party Transactions

The following subscriptions amount to related party transactions under Rule 13
of the AIM rules:

·      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), 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;

·      by Nicholas Pritchard who has a 51% indirect beneficial interest
in Quidos and accordingly Quidos also constitutes his Associate (within the
meaning of the AIM Rules);

·      by Gareth Kaminski-Cook, Non-Executive Chair of the Company, 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 Mr Turek, Mr Kaminski-Cook and Mr Nesbitt (by virtue of his
association with Quidos Limited), having consulted with the Company's
nominated adviser, Cavendish, consider that the terms of direct and indirect
participations (as the case may be) in the Subscriptions by Quidos, Gareth
Kaminski-Cook, Nicholas Pritchard and Simon Turek are fair and reasonable
insofar as the Company's Shareholders are concerned.

Following completion of the Subscriptions the effective interests of the
abovementioned parties will be:

                              New shares subscribed  Resulting holding  % of enlarged issued share capital
 Quidos Technologies Limited  5,555,555              700,918,807        16.21%
 Simon Turek*                 2,722,222              343,450,215        7.94%
 Gareth Kaminski-Cook         2,233,110              11,350,726         0.26%
 Nicholas Pritchard**         36,166,666             428,441,880        9.91%

 *including Mr Turek's 49% indirect interest in Quidos Technologies Limited

**including Mr Pritchard's indirect interests of 51% in Quidos Technologies
Limited and 100% in Diversity Network Investments Limited

 

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

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 has been 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 27 June 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 4,322,955,947 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 4,322,955,947.

 

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 Limited
 c)   Price(s) and volume(s)

Price       Volume
                                                                   0.45 pence  2,722,222
 d)   Aggregated information                                        N/A - single transaction

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      26 June 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

26 June 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
                                                                   0.45 pence  2,233,110
 d)   Aggregated information                                        N/A - single transaction

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      26 June 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

26 June 2025

f)

Place of the transaction

Outside a trading venue

 

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