Haydale Graphene Industries PLC Close of Accelerated Bookbuild (2341T)

TIDMHAYD

RNS Number : 2341T

Haydale Graphene Industries PLC

10 October 2017

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, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, JAPAN 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. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF HAYDALE GRAPHENE INDUSTRIES PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION ("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.

10 October 2017

HAYDALE GRAPHENE INDUSTRIES PLC

("Haydale" or the "Company")

Result of Placing and Subscription announced today of 5,833,333 new Ordinary Shares at 120 pence per share to raise GBP7.0 million before expenses

Conditional Offer of up to 2,500,000 Offer Shares (the "Offer Maximum") to Qualifying Participants

(together the "Fundraising")

Notice of General Meeting

Further to the announcement made earlier today, Haydale is pleased to announce a conditional Fundraising comprising:

-- a placing (the "Placing") of 5,775,000 new ordinary shares (the "Placing Shares") to raise approximately GBP6.9 million (before expenses);

-- subscriptions for 58,333 Subscription Shares by the Subscribers to raise approximately GBP70,000 (before expenses); and

-- an Offer to Qualifying Participants to subscribe for up to 2,500,000 Offer Shares at the Issue Price to raise up to GBP3.0 million (before expenses).

The Fundraising has been conducted at an Issue Price of 120 pence per New Ordinary Share (the "Issue Price"), representing a discount of approximately 32 per cent. to the closing price of 176 pence on 9 October 2017, being the last business day before the announcement of the Fundraising.

Based on the Issue Price, the gross proceeds of the Fundraising will be up to approximately GBP10.0 million (assuming that Qualifying Participants subscribe all the Offer Shares in full under the Offer in full and all the New Ordinary Shares are issued). On this basis, it is expected that the New Ordinary Shares will represent approximately 14 per cent. of the enlarged issued ordinary share capital of the Company (assuming all the New Ordinary Shares are issued).

Please note that the Subscription Shares and Offer Shares will only be delivered in certificated form (i.e. not in CREST).

A Circular containing further details of the Fundraising, a notice convening the General Meeting and an application form in respect of the Offer (the "Application Form") are expected to be despatched to Shareholders tomorrow and will thereafter be available on the Company's website at www.haydale.com.

Further details of the Offer are set out below:

-- The Offer will comprise an offer to Qualifying Participants of up to 2,500,000 Offer Shares, being the Offer Maximum, with the aggregate consideration to be received by the Company limited to GBP3.0 million. Qualifying Participants can apply for as many Offer Shares as they wish. However, the Directors reserve the right to exercise their absolute discretion (with the agreement of Arden) in the allocation of successful applications, including, without limitation, to ensure no Offer Shares are issued so as to exceed the Offer Maximum.

-- The Offer will only be open to Qualifying Participants and, save as set out in the preceding paragraph, there is no maximum or minimum subscription per applicant. No Qualifying Participant may subscribe for Offer Shares in excess of the Offer Maximum. Multiple applications may be submitted. Qualifying Participants who are joint Shareholders may only apply for Offer Shares as joint applicants.

-- The Offer is conditional on, inter alia, Admission of the Offer Shares ("Offer Admission") occurring on 30 October 2017 (or such later date, being not later than 10 November 2017, as the Company and Arden may decide). If Offer Admission has not occurred by such time and date, applications are expected to be returned without interest by crossed cheque in favour of the applicant(s) (at the applicant's risk) through the post as soon as practicable. Any interest earned on the application monies will be retained for the benefit of the Company. The period during which Application Forms may be submitted will close at 10.00 a.m. on 25 October 2017 unless previously closed or extended. The Offer is not being underwritten. The Application Form and accompanying procedure for application will set out, in detail, how Qualifying Participants may participate under the Offer.

-- In order to apply for Offer Shares, Qualifying Participants should complete the Application Form in accordance with the instructions set out in the Circular to be published tomorrow. Please note that Offer Shares will only be delivered in certificated form (i.e. not in CREST).

Please note that:

-- the Placing is conditional on, inter alia, the admission to AIM of the Placing Shares ("Placing Admission") occurring on 30 October 2017 (or such later date, being not later than 10 November 2017, as the Company and Arden may decide). The Placing is not conditional on either the Subscription or the Offer completing or on admission to AIM of the Subscription Shares ("Subscription Admission") or on Offer Admission;

-- the Subscription is conditional on, inter alia, the Placing completing and on Placing Admission and Subscription Admission occurring on 30 October 2017 (or such later date, being not later than 10 November 2017, as the Company and Arden may decide); Subscription Admission is not conditional on Offer Admission; and

-- the Offer is conditional on, inter alia, Offer Admission occurring on 30 October 2017 (or such later date, being not later than 10 November 2017, as the Company and Arden may decide); Offer Admission is not conditional on Placing Admission or Subscription Admission.

Application will be made to the London Stock Exchange for the Admission (i.e. Placing Admission, Subscription Admission and Offer Admission) of the New Ordinary Shares to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on 30 October 2017 and that dealings in the New Ordinary Shares will commence at that time. There is no guarantee that the Offer will be subscribed in full.

 
 Expected timetable:                                    2017 
 Offer Record Date                            9 October 2017 
 Publication of the Circular,                     11 October 
  Form of Proxy and Application 
  Form 
 Latest time and date for receipt              10.00 a.m. on 
  of completed Forms of Proxy and                 25 October 
  receipt of electronic proxy appointments 
  via the CREST system for the 
  General Meeting and latest time 
  for receipt of completed Application 
  Forms and payment in full under 
  the Offer 
 General Meeting                               10.00 a.m. on 
                                                  27 October 
 Announcement of results of General               27 October 
  Meeting and the Offer 
 Admission and commencement of               8.00 a.m. on 30 
  dealings in the New Ordinary                       October 
  Shares on AIM and CREST accounts 
  expected to be credited for the 
  New Ordinary Shares in uncertificated 
  form 
 Expected date for posting of                    13 November 
  share certificates for the New 
  Ordinary Shares in certificated 
  form pursuant to the Offer 
 

Related party transactions

David Banks, Ray Gibbs and Matt Wood, Directors of the Company, have agreed to subscribe for 58,333 New Ordinary Shares through the Subscription. It is expected that the Directors' interests following completion of the Fundraising (assuming all the New Ordinary Shares (including for the avoidance of doubt the Offer Shares) are issued) will be as follows:

 
 Shareholder         No. of        Aggregate     Resulting    % of enlarged 
                   New Ordinary     value at       holding        issued 
                      Shares       Issue Price    following       voting 
                      to be                       Admission    share capital 
                     acquired 
                     pursuant 
                      to the 
                      terms 
                      of the 
                   Subscription 
 
   David Banks        41,667        GBP50,000       41,667         1.77% 
 
 Ray Gibbs            8,333        GBP10,000      494,686         0.15% 
 
 Matt Wood            8,333        GBP10,000       18,154         0.06% 
 
 

Participation by certain Directors (as per the table above) in the Fundraising through the Subscription is considered a "related party transaction" under the AIM Rules. The Directors (other than David Banks, Ray Gibbs and Matt Wood) consider, having consulted with Cairn Financial Advisers LLP, the Company's Nominated Adviser, that the terms of participation for David Banks, Ray Gibbs and Matt Wood in the Subscription are fair and reasonable in so far as its Shareholders are concerned.

Notice of General Meeting

Each of the elements of the Fundraising are conditional on, inter alia, the passing of all of the resolutions at the General Meeting, to be held at the offices of Fieldfisher LLP, 9th Floor, Riverbank House, 2 Swan Lane, London, EC4R 3TT at 10.00 a.m. on 27 October 2017 and notice of which is being posted to Shareholders tomorrow. The Resolutions to be proposed at the General Meeting, are, inter alia, to provide the Company with the authority to issue and allot the New Ordinary Shares.

A copy of the Circular, which includes notice of the General Meeting, will be posted to shareholders shortly (with the Form of Proxy for use in connection with the General Meeting and also the Application Form by which Qualifying Participants can apply for Offer Shares). The Circular, Form of Proxy and Application Form and will be available from tomorrow until the earlier of Placing Admission and 10 November 2017 on the Company's website www.haydale.com.

All terms in this announcement have the meaning given to them in the announcement made by the Company at 7:00 a.m. on 10 October 2017 unless otherwise defined herein.

Enquiries

 
 Haydale Group                               Tel: 01269 
                                              842 946 
------------------------  ----------------  -------------- 
 David Banks               Chairman 
------------------------  ----------------  -------------- 
 Ray Gibbs                 Chief Executive 
------------------------  ----------------  -------------- 
 Matt Wood                 Finance 
                            Director 
------------------------  ----------------  -------------- 
 
 Cairn Financial                             Tel: [phone] 
  Advisers LLP                                0880 
------------------------  ----------------  -------------- 
 Tony Rawlinson 
  / Emma Earl 
------------------------  ----------------  -------------- 
 
 Arden Partners                              Tel: 0207 
                                              614 5900 
------------------------  ----------------  -------------- 
 Ruari McGirr /            Corporate 
  Benjamin Cryer            Finance 
------------------------  ----------------  -------------- 
 Fraser Marshall           Corporate 
                            Broking 
------------------------  ----------------  -------------- 
 
 Buchanan Communications                     Tel: [phone] 
  Limited                                     5000 
------------------------  ----------------  -------------- 
 Henry Harrison-Topham 
  / Jamie Hooper 
  / Gemma Mostyn-Owen 
------------------------  ----------------  -------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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October 10, 2017 11:21 ET (15:21 GMT)