Haydale Graphene Industries PLC Result of Oversubscribed Fundraising (3251M)

TIDMHAYD

RNS Number : 3251M

Haydale Graphene Industries PLC

20 September 2021

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 SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONTRAVENE LOCAL SECURITES LAWS OR REGULATIONS.

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.

UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION INCLUDED IN THE APPIX TO THE COMPANY'S ANNOUNCEMENT OF 7.00 AM TODAY.

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.

20 September 2021

HAYDALE GRAPHENE INDUSTRIES PLC

("Haydale", the "Company" or the "Group")

Result of Oversubscribed Fundraising

Haydale, the global technologies group and service provider that facilitates the integration of graphene and other nanomaterials into the next generation of industrial materials and commercial technologies, announces that further to its announcement at 7.00 a.m. today (the "Launch Announcement"), it has successfully completed the Fundraising which was oversubscribed, and is now closed.

The Fundraising has raised GBP5.1 million (gross) through the retail offer, placing and subscription of 85,055,893 new Ordinary Shares, all at an Issue Price of 6 pence per share.

The funds raised by the Fundraising will be used predominantly to fund general working capital needs of the business, support the scaling up of manufacturing capacity at the Ammanford site and drive forward product rollout into the US market.

Director Participation

Certain Directors of the Company, have subscribed for an aggregate of 590,477 New Ordinary Shares through the Subscription and the Placing. It is expected that the Directors' interests following completion of the Fundraising (assuming all the New Ordinary Shares are issued) will be as follows:

 
 Director              No. of New          Aggregate          Resulting        % of enlarged 
                     Ordinary Shares     value at Issue    holding following    issued voting 
                      to be acquired      Price (GBP)          Admission        share capital 
                       pursuant to 
                       the terms of 
                       the Placing 
                     and Subscription 
 David Banks             151,191             9,071            3,250,000            0.64% 
 Keith Broadbent         166,667            10,000             952,381             0.19% 
 Mark Chapman            189,286            11,357             750,000             0.15% 
 Theresa Wallis          83,333              5,000             511,904             0.10% 
 

Certain Substantial Shareholders, namely Quilter and Anthony Best, have participated in the Fundraising for an aggregate of 10,916,667 New Ordinary Shares through the Subscription and Placing. It is expected that the Shareholders' interests following completion of the Fundraising (assuming all the New Ordinary Shares are issued) will be as follows:

 
 Shareholder        No. of New          Aggregate          Resulting        % of enlarged 
                  Ordinary Shares     value at Issue    holding following    issued voting 
                   to be acquired      Price (GBP)          Admission        share capital 
                    pursuant to 
                    the terms of 
                    the Placing 
                  and Subscription 
 Quilter plc         6,750,000           405,000           51,890,917           10.17% 
 Anthony Best        4,166,667           250,000           47,778,571           9.36% 
 

Related Party Transaction

David Banks, Keith Broadbent, Mark Chapman and Theresa Wallis, as Directors of the Company, are accordingly classified as Related Parties under the AIM Rules for Companies and their participation in the Placing and Subscription therefore constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.

Quilter and Anthony Best are Substantial Shareholders as defined by the AIM rules and are classified as related parties under the AIM Rules for Companies. Their participation in the Placing and Subscription therefore constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.

Accordingly, Graham Eves being the independent director, considers, having consulted with Arden Partners plc, the Company's Nominated Adviser, that the terms of participation for the Directors, and Substantial Shareholders, in the Fundraising are fair and reasonable insofar as Shareholders are concerned.

Admission and Total Voting Rights

The Retail Offer, Placing and Subscription of the 85,055,893 New Ordinary Shares is conditional on Admission and is being carried out within the Company's existing share authority to issue Ordinary Shares for cash.

It is expected that the New Ordinary Shares will be admitted to trading on AIM at 8.00 a.m. on or around 23 September 2021 (or such later date as may be agreed between the Company and Arden, but no later than 30 September 2021).

Following the Admission, the total number of Ordinary Shares in the Company in issue will be 510,335,691. The Company holds no Ordinary Shares in Treasury. 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

Defined terms in this announcement shall have the same meaning as in the Launch Announcement unless otherwise specified.

Further enquiries:

 
Haydale Graphene Industries plc         Tel: [phone] 
Keith Broadbent                    Chief Executive Officer 
 
Arden Partners                          Tel: [phone] 
Paul Shackleton                          Corporate Finance 
Simon Johnson                            Corporate Broking 
 

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) David Banks 
                                                b) Keith Broadbent 
                                                c) Mark Chapman 
                                                d) Theresa Wallis 
      ---------------------------------  ---------------------------------------- 
 2     Reason for the notification 
      --------------------------------------------------------------------------- 
 a)    Position/status                         a) Non-Executive Chairman 
                                                b) CEO 
                                                c) CFO 
                                                d) Non-Executive Director 
      ---------------------------------  ---------------------------------------- 
 b)    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 the                 Ordinary Shares of 2p each 
        financial instrument, 
        type of instrument 
                                           ISIN: GB00BKWQ1135 
        Identification code 
 
 
 
 b)    Nature of the transaction          Subscription for new shares 
      ---------------------------------  ---------------------------------------- 
 c)    Price(s) and volume(s) 
                                                ---------------  ------------ 
                                                 Price(s)         Volume(s) 
                                                ---------------  ------------ 
                                                      a) 6p       151,191 
          b) 6p                                                    166,667 
          c) 6p                                                    189,286 
          d) 6p                                                    83,333 
   ------------------------------------------------------------  ------------ 
 

 d)    Aggregated information 
   n/a - single transaction 
 
 e)    Date of the transaction            20 September 2021 
      ---------------------------------  ---------------------------------------- 
 f)    Place of the transaction           London Stock Exchange, AIM 
      ---------------------------------  ---------------------------------------- 
 

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September 20, 2021 06:49 ET (10:49 GMT)