TIDMHAYD
RNS Number : 1259E
Haydale Graphene Industries PLC
02 November 2015
THIS ANNOUNCEMENT IS RESTRICTED AND IT IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR NEW ZEALAND OR ANY OTHER
STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL
Haydale Graphene Industries plc
("Haydale" or the "Company")
Oversubscribed equity issue to raise gross proceeds of GBP6.0
million
Firm Placing of 2,885,625 New Shares
Conditional Placing and Open Offer of 625,000 New Shares at a
price of 160 pence per share
Intended Subscription of GBP383,000 by the Directors and Key
Management for New Shares
and Notice of General Meeting
Haydale (AIM: HAYD), the group focused on the commercialisation
of graphene and other nano particle products using its proprietary
plasma process, is pleased to announce its intention to raise
approximately GBP5.6 million (approximately GBP5.2 million net of
expenses) through the issue of 3,510,625 New Shares at an issue
price of 160 pence per New Share.
Completion of the Fundraising is subject to, inter alia,
Shareholder approval, which will be sought at the General Meeting
to be held at 10.00 a.m. on 23 November 2015. Admission of the New
Shares to AIM is expected to commence at 8.00 a.m. on 24 November
2015.
A circular providing full details of the Fundraising and
incorporating a notice of General Meeting will be posted to
Shareholders shortly. Capitalised terms used in this announcement
have the meanings given to them in the circular.
Summary of the Firm Placing, Conditional Placing and Open
Offer
-- Fundraising totaling GBP5.6 million (GBP5.2 million net of
expenses) by way of a Firm Placing, Conditional Placing and Open
Offer
-- 2,885,625 New Shares will be issued through the Firm Placing
and 625,000 New Shares will be issued through the Conditional
Placing and Open Offer at an issue price of 160 pence per New
Share
-- Open Offer Entitlement for Qualifying Shareholders of 1 Open
Offer Shares for every 18.314 Existing Ordinary Shares
-- The Issue Price represents a discount of approximately 5.1
per cent. to the average Closing Price for the previous 20 business
days prior to the announcement of the Fundraising
Ray Gibbs, CEO, commented: "I am delighted to have received
overwhelming support from some key institutions for the Firm
Placing whereupon we were significantly oversubscribed. This is a
fantastic endorsement for our strategy and demonstrates support for
our plans and the opportunity we have before us. We have also
announced an open offer for existing shareholders to subscribe at
the same price as the institutions. We have come a long way since
our IPO in April 2014 and now have the building blocks to realise
our potential. I can assure both existing and new shareholders that
we will continue to work tirelessly in delivering on our growth
plans to commercialise graphene and other nano materials on a
global scale, creating significant value for our supportive
shareholder base".
For further information, please contact:
Haydale Graphene Industries +44 (0) 1269 842
plc 946
John Knowles, Chairman
Ray Gibbs, Chief Executive
Officer
Cairn Financial Advisers LLP
(Nomad) +44 (0) 20 7148 7900
Tony Rawlinson
Emma Earl
Cantor Fitzgerald Europe (Broker) +44 (0) 20 7894 7000
David Foreman, Will Goode (Corporate
Finance)
David Banks, Tessa Sillars
(Corporate Broking)
Hermes Financial PR
+44 (0) 7889 153
628
Trevor Phillips +44 (0) 7979 604
Chris Steele 687
Expected Timetable of Principal Events
Each of the times and dates set out below and mentioned
elsewhere in this announcement may be adjusted by the Company, in
which event details of the new times and dates will be notified to
a Regulatory Information Service. References to a time of day are
to London time.
Announcement of the Placings 2 November
and Open Offer 2015
Publication of Circular 2 November
2015
Record Date for entitlement 5 November
under the Open Offer 2015
Open Offer Application Forms 6 November
posted to Qualifying Shareholders 2015
Ex-entitlement Date of the 8.00 a.m. 6 November
Open Offer 2015
Open Offer Entitlements credited As soon as 6 November
to stock accounts of Qualifying possible 2015
CREST Shareholders in CREST after 8.00
a.m.
Recommended latest time for 4.30 p.m. 16 November
requesting withdrawal of Open 2015
Offer Entitlements from CREST
Latest time and date for depositing 3.00 p.m. 17 November
Open Offer Entitlements into 2015
CREST
Latest time and date for splitting 3.00 p.m. 18 November
Application Forms (to satisfy 2015
bona fide market claims only)
Latest time and date for receipt 10.00 a.m. 19 November
of General Meeting Forms of 2015
Proxy
Latest time and date for receipt 11.00 a.m. 20 November
of completed Application Forms 2015
and payment in full under
the Open Offer and settlement
of relevant CREST instructions
(as appropriate)
General Meeting 10.00 a.m. 23 November
2015
Admission and commencement 8.00 a.m. 24 November
of dealings in New Shares 2015
New Shares in uncertificated As soon as 24 November
form expected to be credited possible 2015
to accounts in CREST after 8.00
a.m.
Despatch of definitive share By 1 December
certificates for the New Shares 2015
in certificated form
Introduction
The Company has today conditionally raised GBP4.6 million
(before expenses) by means of a Firm Placing by Cantor Fitzgerald
to certain new and existing institutional and other investors of
2,885,625 New Shares at 160 pence per share.
In addition, in order to provide Shareholders who have not taken
part in the Firm Placing with an opportunity to participate in the
proposed issue of New Shares, the Company is providing all
Qualifying Shareholders with the opportunity to subscribe for an
aggregate of up to 625,000 New Shares, to raise approximately
GBP1.0 million (before expenses), on the basis of 1 New Shares for
every 18.314 Existing Ordinary Shares held on the Record Date, at
160 pence each. Shareholders subscribing for their full entitlement
under the Open Offer may also request additional New Shares through
the Excess Application Facility. Cantor Fitzgerald has
conditionally pre-placed all of the Conditional Placing Shares with
institutional investors on behalf of the Company at the Issue
Price, subject to clawback by Qualifying Shareholders in order to
satisfy valid applications under the Open Offer.
The Issue Price of 160 pence represents a discount of
approximately 5.1 per cent. to the price of 168.6 pence per
Existing Ordinary Share, being the average Closing Price for the
preceding 20 business days prior to the announcement of the
Fundraising.
The Firm Placing, Conditional Placing and Open Offer are
conditional, inter alia, upon Shareholders approving the
Resolutions at the General Meeting that will grant to the Directors
the authority to allot the New Shares and the power to disapply
statutory pre-emption rights in respect of the New Shares.
Admission of the New Shares is expected to occur no later than 8.00
a.m. on 24 November 2015 or such later time and/or dates as Cantor
Fitzgerald and the Company may agree. The Firm Placing, Conditional
Placing and Open Offer are not underwritten.
Background to and reasons for the Fundraising
The Fundraising has been undertaken to provide funding for the
Group's near-term work programme and projects. In particular, the
net proceeds of the Fundraising will be used to increase the
Group's capacity to functionalise graphene and other nanomaterials,
establish Haydale processing centres of excellence in Korea,
Germany and the US and to develop graphene enhanced polyester and
epoxy resins for their respective multi-billion dollar markets.
Haydale has made significant progress over the last 18 months
and is now beginning to capitalise on the multi-billion dollar
commercial opportunities for its functionalised graphene and other
nano materials.
Key milestones achieved in the last 18 months include:
-- acquisition of EPL Composite Solutions (now Haydale Composite
Solutions) in November 2014 providing a direct route to the
composites market. In the eight months since its acquisition, HCS
has traded ahead of forecasts in both turnover and profit;
-- securing an exclusive supply and development agreement with
Tantec AS for Haydale's plasma reactors. Since April 2014, Haydale
has increased its functionalisation capabilities 15 fold, with the
addition of five HT60 R&D reactors and one HT200 volume
production reactor;
-- first third party sale of one of its HT60 R&D reactors to
the UK's CPI after an extensive tender process to be delivered in
November 2015;
(MORE TO FOLLOW) Dow Jones Newswires
November 02, 2015 02:01 ET (07:01 GMT)
-- entering joint development agreements with two leading resin
manufactures, Huntsman and Scott Bader, having demonstrated
increases of up to 200 per cent. in both tensile stiffness and
strength in mechanical tests;
-- testing, validating and securing alternative sources of
sufficiently high quality and repeatable graphene supply ahead of
expected demand for Haydale's functionalisation process;
-- establishing a subsidiary company Haydale Technologies Inc,
in the USA to set up a technology demonstrator centre in Buffalo
and a sales and marketing office in South Korea;
-- securing ten key sales accounts from Far Eastern customers
and repeat orders from a number of customers across North America
and Europe;
-- confirmation from the European Patent Office of the decision
to grant a European patent to Haydale. This European patent is the
key process patent underlying the Company's proprietary
functionalisation treatment and is one of a number arising from the
families of patent applications surrounding the Haydale plasma
process. The patent is expected to be granted on 4 November 2015
and will include the functionalisation of not only carbon based
materials but other nano particles.
Current trading
The Company today announced its full year audited results for
the year ended 30 June 2015 ("Results") and has made them available
on the Company's website (www.haydale.com). A copy of the Annual
Report and Accounts will be sent to Shareholders in due course.
Use of proceeds of the Fundraising
The Company intends to use the proceeds of the Fundraising to
satisfy the anticipated strong demand for its functionalisation
capabilities that the Directors expect over the coming months. In
addition to strengthening the Group's balance sheet, specifically
over the next 18 months:
-- GBP0.2 million will be used to increase Haydale's
nanoprocessing capacity at the Ammanford site with additional
factory space, additional plasma reactors with their associated
handling equipment and increased ink manufacturing capabilities
required;
-- GBP0.7 million is allocated for the purchase of two HT200 and
three HT60 reactors from Tantec, The majority of these reactors,
once commissioned at Ammanford will be deployed into the centres of
excellence in the USA and the Far East and at a dedicated volume
related production site in Germany;
-- approximately GBP0.5 million is expected to be invested in
developing a Haydale Centre of Excellence in the Far East and
building on the existing sales office in Korea. The Directors
believe significant sales will be generated from the Far East in
the next 12-18 months;
-- approximately GBP0.75 million is budgeted to be invested in
developing the Group's two existing resin development projects into
commercial products, one with Huntsman's Araldite epoxy resin and
the other with Scott Bader's Crestapol polyester;
-- approximately GBP0.5 million is to be invested in growing the
Group's technical and commercial personnel base in order to deliver
on the anticipated future commercial projects. The Group's
personnel is projected to grow from 47 today to approximately 64 by
the end of the 2016/17 financial year;
-- approximately GBP0.35 million will be used to settle the net
cash element of the deferred consideration due to the vendors of
HCS, following the acquisition by Haydale in November 2014. Due to
HCS' strong performance in delivering better than anticipated
turnover and profits since its acquisition, the Company has decided
to accelerate payment of the deferred consideration so that Gerry
Boyce, the HSC managing director, can focus on the Huntsman and
Scott Bader resin opportunities and delivering short term revenues
therefrom. HCS have promoted two senior managers to HCS directors
who are tasked with the day to day running of the business and
maintaining full integration within the Group; and
-- GBP2.6 million to help with the working capital commitments
of the Group (including the Fundraising costs).
Terms and Conditions of the Firm Placing
The Company has conditionally placed 2,885,625 Firm Placing
Shares at 160 pence per Firm Placing Share with certain new and
existing institutional and other investors to raise GBP4.6 million
(before expenses). The Firm Placing is not being underwritten by
Cantor Fitzgerald or any other person.
The Firm Placing is conditional, amongst other things, on the
following:
i. the passing of the Resolutions at the General Meeting;
ii. the Placing Agreement not being terminated prior to
Admission of the New Shares and being otherwise unconditional in
all respects; and
iii. Admission becoming effective on or before 8.00 a.m. on 24
November 2015 (or such later date and/or time as the Company and
Cantor Fitzgerald may agree, being no later than 11 December
2015).
Details of the Open Offer and Conditional Placing
Alongside the Firm Placing, the Company is proposing to raise a
further amount of approximately GBP1.0 million (before expenses)
pursuant to the Open Offer. The proposed issue price of 160 pence
per Open Offer Share is the same price as the price at which New
Shares are being issued pursuant to the Firm Placing and the
Conditional Placing, as the case may be.
The Open Offer Shares have been conditionally placed by Cantor
Fitzgerald (under the Conditional Placing) with new and existing
institutional and other investors subject to clawback to satisfy
valid applications under the Open Offer i.e. if the Open Offer
Shares are subscribed for in full by the Qualifying Shareholders,
the Conditional Placing Shares will be clawed back in full and the
Conditional Placing will not proceed.
Qualifying Shareholders may subscribe for Open Offer Shares in
proportion to their holding of Existing Ordinary Shares held on the
Record Date. Shareholders subscribing for their full entitlement
under the Open Offer may also request additional Open Offer Shares
as an Excess Entitlement, up to the total number of Open Offer
Shares available to Qualifying Shareholders under the Open
Offer.
The Open Offer and the Conditional Placing are conditional,
amongst other things, on the following:
i. the passing of the Resolutions at the General Meeting;
ii. completion of the Firm Placing;
iii. the Placing Agreement not being terminated prior to
Admission and becoming and being declared otherwise unconditional
in all respects; and
iv. Admission becoming effective on or before 8.00 a.m. on 24
November 2015 (or such later date and/or time as the Company and
Cantor Fitzgerald may agree, being no later than 11 December
2015).
Basic Entitlement
On, and subject to the terms and conditions of, the Open Offer,
the Company invites Qualifying Shareholders to apply for their
Basic Entitlement of Open Offer Shares at the Issue Price. Each
Qualifying Shareholder's Basic Entitlement has been calculated on
the following basis:
1 Open Offer Share for every 18.314 Existing Ordinary Shares
held at the Record Date
Basic Entitlements will be rounded down to the nearest whole
number of Ordinary Shares.
Excess Entitlement
Qualifying Shareholders are also invited to apply for additional
Open Offer Shares (up to the total number of Open Offer Shares
available to Qualifying Shareholders under the Open Offer) as an
Excess Entitlement. Any Open Offer Shares not issued to a
Qualifying Shareholder pursuant to their Basic Entitlement will be
apportioned between those Qualifying Shareholders who have applied
for an Excess Entitlement at the sole discretion of the Board,
provided that no Qualifying Shareholder shall be required to
subscribe for more Open Offer Shares than he or she has specified
on the Application Form or through CREST.
The Open Offer Shares and/or the Conditional Placing Shares, as
the case may be, will, when issued and fully paid, rank pari passu
in all respects with the Ordinary Shares in issue at that time,
including the right to receive all dividends and other
distributions declared, made or paid after the date of
Admission.
Qualifying Shareholders should note that the Open Offer is not a
"rights issue". Invitations to apply under the Open Offer are not
transferable unless to satisfy bona fide market claims. Qualifying
non-CREST Shareholders should be aware that the Application Form is
not a negotiable document and cannot be traded. Qualifying
Shareholders should also be aware that in the Open Offer, unlike in
a rights issue, any Open Offer Shares not applied for will not be
sold in the market nor will they be placed for the benefit of
Qualifying Shareholders who do not apply for Open Offer Shares
under the Open Offer.
Settlement and dealings
Application will be made to the London Stock Exchange for
Admission of the Open Offer Shares and/or Conditional Placing
Shares as the case may be. It is expected that such Admission will
become effective and that dealings will commence at 8.00 a.m. on 24
November 2015.
Overseas Shareholders
The Open Offer Shares have not been and are not intended to be
registered or qualified for sale in any jurisdiction other than the
United Kingdom. Accordingly, unless otherwise determined by the
Company and effected by the Company in a lawful manner, the
Application Form will not be sent to Existing Shareholders with
registered addresses in any jurisdiction other than the United
Kingdom since to do so would require compliance with the relevant
securities laws of that jurisdiction. The Company reserves the
right to treat as invalid any application or purported application
for Open Offer Shares which appears to the Company or its agents or
professional advisers to have been executed, effected or despatched
in a manner which may involve a breach of the laws or regulations
of any jurisdiction or if the Company or its agents or professional
advisers believe that the same may violate applicable legal or
regulatory requirements or if it provides an address for delivery
of share certificates for Open Offer Shares, or in the case of a
credit of Open Offer Shares in CREST, to a CREST member
(MORE TO FOLLOW) Dow Jones Newswires
November 02, 2015 02:01 ET (07:01 GMT)
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