TIDMHAYD
RNS Number : 4624S
Haydale Graphene Industries PLC
09 July 2020
The information contained within this announcement is deemed by
the Group to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
For immediate release 9 July 2020
Haydale Graphene Industries plc
("Haydale", "the Company" or the "Group")
Adoption of new Stock Appreciation Rights Plan and Grant of
Stock Appreciation Rights
Adoption of the new Warrant Deed and Grant of Warrants
PDMR dealings
Haydale (AIM: HAYD), the global advanced materials group
announces that on 8 July 2020, the Company adopted the
following:
1. The Haydale Technologies, Inc Stock Appreciation Rights Plan
2020 ("HTI SAR") and that the Board of the Company ("Board") has
also granted Stock Appreciation Rights under the HTI SAR ("2020
SAR's") to a director ("Director") and staff of the Group's wholly
owned US subsidiary, Haydale Technologies, Inc, over an aggregate
of 7,000,000 ordinary shares of 2p each in the capital of the
Company ("Ordinary Shares") pursuant to the HTI SAR rules; and
2. The Warrant Deed 2020 (the "Warrant Deed") and that the Board
has also granted Warrants under the Deed ("2020 Warrants") to a key
supplier to the Company over an aggregate of 1,000,000 Ordinary
Shares pursuant to the Deed Rules.
Background to the HTI SAR and the Warrant Deed
On 14 January 2020, the Company announced the adoption of a new
EMI share option scheme ("2020 EMI Scheme") noting that "management
changes at Haydale over the last 18 months, together with new
strategic direction and new hires has meant that the Company's
previous share incentive schemes were not relevant for the business
today". At the time, the Board consulted with a number of the
Company's key shareholders and its advisers and noted that it would
look to incentivise and reward key directors and staff of its
overseas operations and other third-party agents that can
positively impact the performance and development of the Group. The
Board recognises that, due to certain restrictions, some intended
beneficiaries were unable to participate in the 2020 EMI Scheme. As
such the Board has now introduced the HTI SAR and Warrant Deed to
benefit these members on substantially the same terms.
The HTI SAR and the Warrant Deed both mirror the key terms of
the 2020 EMI Scheme which was "structured to ensure that value is
created for shareholders before any value is delivered to directors
and key staff. Holders .... will only accrue value in the event
that the Company's share price materially increases, thereby
aligning the interests of the key management with those of
shareholders".
Key Terms of the HTI SAR and the Warrant Deed
All of the 2020 SAR's and 2020 Warrants granted (together, "the
Grants") have an exercise price of 2.25p per Ordinary Share (being
a 62.2% discount to the closing mid-market price of the Company's
Ordinary Shares on 8 July 2020, the last trading day before the
Grants) being the exercise price under the 2020 EMI Scheme and can
only be exercised between the third and tenth anniversary of the
date of their grant as defined by the 2020 EMI Scheme ("Exercise
Period").
The proportion of the 2020 SAR's and 2020 Warrants granted that
are capable of vesting is dependent on certain performance
conditions being met, with such performance being directly linked
to the performance of the Company's share price over the period to
30 September 2023 as follows:
% of Grant subject Performance Condition
to the Performance
Condition
30% For a period of 15 consecutive dealing days,
commencing after the date of Grant and ending
on or before the 30 September 2021, the closing
price of the Ordinary Shares exceeds 4.0p
(four pence) per Ordinary Share.
-------------------------------------------------
30% For a period of 15 consecutive dealing days,
commencing after the date of Grant and ending
on or before the 30 September 2022, the closing
price of the Ordinary Shares exceeds 8.0p
(eight pence) per Ordinary Share.
-------------------------------------------------
40% For a period of 15 consecutive dealing days,
commencing after the date of Grant and ending
on or before the 30 September 2023, the closing
price of the Ordinary Shares exceeds 16.0p
(sixteen pence) per Ordinary Share.
-------------------------------------------------
There are no other vesting criteria. Accordingly, should the
Company's closing mid-market share price not reach and remain at,
or above, 4.0p for at least 15 consecutive dealing days in the
period immediately following the date of Grant and ending on 30
September 2021 ("Minimum Target"), then 30% of the Grant will
lapse. Furthermore, should the Company's closing mid-market share
price not reach and remain at, or above, 8.0p for at least 15
consecutive dealing days in the period immediately following the
date of Grant and ending on 30 September 2022, then a further 30%
of the Grant will lapse, and should the Company's closing
mid-market share price not reach and remain at, or above, 16.0p for
at least 15 consecutive dealing days in the period immediately
following the date of Grant and ending on 30 September 2023
("Maximum Target"), then the balance of 40% of the Grant will
lapse. The Minimum Target and the Maximum Target represent premiums
of approximately 9.6 % and 438%, respectively, to the closing
mid-market price of the Company's Ordinary Shares as at 8 July
2020, being the last trading day before the Grant.
The 2020 SAR's may lapse in the event of cessation of employment
save for certain circumstances, including inter alia, redundancy or
retirement in which case, at the Company's sole discretion and,
subject to performance criteria being met, the Exercise Period may
be accelerated. The Exercise Period may also be accelerated in the
event of a change of control of the Company.
The 2020 Warrant's may lapse in the event of the termination of
services, but at that point and at the Company's sole discretion
and, subject to performance criteria being met, the Exercise Period
may be accelerated. The Exercise Period may also be accelerated in
the event of a change of control of the Company.
The Grants represents approximately 2.4 % of the Company's
issued ordinary share capital. Of the 2020 SAR's granted, 3,000,000
were granted to a Director, as follows:
Number
of 2020 Total beneficial
Number SARS held holding % of current
Director's name of 2020 following of Ordinary issued share
and employing Group company SARs granted Grant Shares capital
------------------------------ -------------- ----------- ----------------- ---------------
Thomas Quantrille
(Haydale Technologies, Inc) 3,000,000 3,000,000 311,714 0.09
The Company's Remuneration Committee retains the ability to
amend the performance conditions for the 2020 SAR's and 2020
Warrants and for future grants to ensure that such grants achieve
the stated purpose.
Following the Grants, the Company's total number of Options,
SARs and Warrants outstanding as at the date of this announcement
is 42,100,000 representing approximately 12.4% of the Company's
existing issued share capital.
The number of ordinary shares currently in issue is 340,223,848
and it is this number that has been used to calculate the above
percentage shareholdings.
The notification set out below is provided in accordance with
the requirements of the EU Market Abuse Regulation.
Notification of a Transaction pursuant to Article 19(1) of Regulation
(EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person
closely associated
---- ------------------------------------------------------------------------------------------
a. Name Thomas Quantrille
-------------------------------------------------------------
2 Reason for notification
--------------------------- -------------------------------------------------------------
a. Position/Status Chief Executive Officer of Haydale Technologies,
Inc
--------------------------- -------------------------------------------------------------
b. Initial notification/ Initial Notification
Amendment
--------------------------- -------------------------------------------------------------
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 Ordinary Shares of 2p each
the financial
instrument, type
of instrument
GB00BKWQ1135
Identification
Code
--------------------------- -------------------------------------------------------------
b. Nature of the Grant of Stock Appreciation Rights under
transaction the HTI SAR with time vesting and share
price performance conditions attached
--------------------------- -------------------------------------------------------------
c. Price(s) and volume(s) Price(s) Volume(s)
--------------------------- --------------
GBP0.0225 3,000,000
----------------------------------------------------- -------------
d. Aggregated information 3,000,000 options over ordinary shares with
- Aggregated Volume an exercise price of GBP0.0225 each
- Price
--------------------------- -------------------------------------------------------------
e. Date of the transaction 2020-07-08
--------------------------- -------------------------------------------------------------
f. Place of the transaction XLON (AIM Market)
--------------------------- -------------------------------------------------------------
For further information:
Haydale Graphene Industries plc
Keith Broadbent, CEO Tel: +44 (0) 1269 842 946
Gemma Smith, Global Head of Marketing www.haydale.com
Arden Partners plc (Nominated Adviser
& Broker)
Ruari McGirr / Paul Shackleton / Tel: +44 (0) 20 7614 5900
Ben Cryer
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 six sites
in the UK, USA and the Far East.
For more information please visit: www.haydale.com
Twitter: @haydalegraphene
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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