TIDMHAYD
RNS Number : 0716X
Haydale Graphene Industries PLC
24 August 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF
IRELAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN HAYDALE GRAPHENE INDUSTRIES PLC OR
ANY OTHER ENTITY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH
ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE
TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO
BE IN POSSESSION OF INSIDE INFORMATION.
DEFINED TERMS IN THIS ANNOUNCEMENT SHALL HAVE THE SAME MEANING
AS IN THE LAUNCH ANNOUNCEMENT, RELEASED AT 16:37 P.M. YESTERDAY,
UNLESS OTHERWISE SPECIFIED.
24 August 2022
HAYDALE GRAPHENE INDUSTRIES PLC
(" Haydale " or the " Company ")
Result of Fundraising
Haydale (AIM:HAYD), the global advanced materials group, is
pleased to announce that further to its announcement at 16:37 p.m.
yesterday (the " Launch Announcement "), it has successfully
completed the Fundraising which is now closed.
The Fundraising has raised in aggregate GBP5.0 million through
the Placing and Subscription of 250,000,000 New Ordinary Shares,
all at the Issue Price of 2 pence per Ordinary Share.
Qualifying Shareholders still have the opportunity to
participate in the Open Offer at the Issue Price.
As set out in the Launch Announcement the net funds raised by
the Fundraising will be used predominantly to fund the general
working capital needs of the business.
Related Party Transactions
Keith Broadbent and Theresa Wallis of the Company have
conditionally subscribed for an aggregate of 1,500,000 New Ordinary
Shares through the Subscription (the " Participating Directors ").
It is expected that the Participating Directors' interests
following completion of the Fundraising (assuming all the New
Ordinary Shares pursuant to the Open Offer are issued) will be as
follows:
Director Current shareholding No. of New Resulting % of enlarged
Ordinary Shares holding following issued share
to be acquired Admission capital
pursuant to
the terms
of the Placing
and Subscription
Keith Broadbent 952,381 1,000,000 1,952,381 0.25%
Theresa
Wallis 511,904 500,000 1,011,904 0.13%
The issue of New Ordinary Shares to Keith Broadbent and Theresa
Wallis constitutes a related party transaction pursuant to Rule 13
of the AIM Rules by virtue of their status as Directors of the
Company. The independent directors, being all Directors except the
Participating Directors, having consulted with the Company's
nominated adviser, finnCap, consider that the terms of the
participation in the Fundraising by the Participating Directors be
fair and reasonable insofar as the Company's Shareholders are
concerned.
Quilter Cheviot (" Quilter Cheviot "), a related party of the
Company for the purposes of the AIM Rules by virtue of their status
as a substantial shareholder of the Company (the " Substantial
Shareholder "), have participated in the Fundraising for an
aggregate of 33,220,900 New Ordinary Shares through the Placing. It
is expected that Quilter Cheviot's interests following completion
of the Fundraising (assuming all the New Ordinary Shares pursuant
to the Open Offer are issued) will be as follows:
Shareholder Current No. of New Resulting % of enlarged
shareholding Ordinary Shares holding following issued share
to be acquired Admission capital
pursuant to
the terms
of the Placing
Quilter Cheviot 67,739,736 33,220,900 100,960,636 12.85%
The Directors, having consulted with the Company's nominated
adviser, finnCap, consider that the terms upon which Quilter
Cheviot are participating in the Placing to be fair and reasonable
insofar as the Company's shareholders are concerned.
Admission and Total Voting Rights
The Placing, Subscription and Open Offer of in aggregate the
275,516,784 New Ordinary Shares (assuming full take up under the
Open Offer) is conditional upon, among other things, the passing of
the Resolutions at the General Meeting, Admission of the New
Ordinary Shares becoming effective and the Placing Agreement not
being terminated in accordance with its terms.
It is expected that the New Ordinary Shares will be admitted to
trading on AIM at 8.00 a.m. on or around 14 September 2022 (or such
later date as may be agreed between the Company and finnCap, but no
later than 28 September 2022).
On Admission, the total number of Ordinary Shares in issue will
be 785,852,475 (assuming full take up under the Open Offer) with
the Company holding no Ordinary Shares in treasury, therefore the
total number of voting rights will also be 785,852,475. 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.
Posting of Circular and Notice of General Meeting
A Circular and Notice of General Meeting is being posted to
Shareholders later today, and the Company will also publish these
on its website pursuant to AIM Rule 26. The General Meeting will be
held on Monday, 12 September 2022 at 11:00 a.m. at the offices of
Fieldfisher LLP, Riverbank House, 2 Swan Lane, London, EC4R 3TT,
notice of which will be set out at the end of the Circular.
For further information:
Haydale Graphene Industries plc Tel: +44 (0) 1269 842 946
Keith Broadbent, CEO
Mark Chapman, CFO
www.haydale.com
finnCap (Nominated Adviser & Broker) Tel: +44 (0) 20 7220 0500
Julian Blunt / Edward Whiley / George Dollemore, Corporate Finance
Andrew Burdis / Barney Hayward, ECM
The notifications below are made in accordance with the
requirements of the EU regulation on market abuse which forms part
of UK law by virtue of the European Union (Withdrawal) Act
2018.
1. Details of the person discharging managerial responsibilities/person closely associated
a) Name: a) Keith Broadbent
b) Theresa Wallis
------------------------------------------------------------- --------------------------------------
2. Reason for the notification
-----------------------------------------------------------------------------------------------------
a) Position/status: a) Chief Executive Director
b) Non-Executive Director
------------------------------------------------------------- --------------------------------------
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 2 pence per share
Identification code: GB00BKWQ1135
------------------------------------------------------------- --------------------------------------
b) Nature of the transaction: Subscription for new shares
------------------------------------------------------------- --------------------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
a) 2 pence a) 1,000,000
b) 500,000
------------------
------------------------------------------------------------- --------------------------------------
d) Aggregated information: See 4c) above
--Aggregated volume:
--Price:
------------------------------------------------------------- --------------------------------------
e) Date of the transaction: 23 August 2022
------------------------------------------------------------- --------------------------------------
f) Place of the transaction: London Stock Exchange, AIM
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END
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