Haydale Graphene Ind - Grant of Options & Surrender of Existing Options

RNS Number : 9804A

Haydale Graphene Industries PLC

26 January 2024

For Release at 07:00

26 January 2024

Haydale Graphene Industries plc

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

Grant of share Options, Surrender of Existing Options and PDMR dealings

Grant of New Options

Haydale (AIM: HAYD), the global advanced materials group, announces that on 25 January 2024 the Company approved the grant of options under the 2020 EMI Scheme as amended to accommodate the terms of the New Options ("2020 EMI Scheme"), to certain directors of the Company ("Directors"), certain directors of the Company's subsidiaries ("Subsidiary Directors") and UK based staff of the Group, over an aggregate 151,500,000 ordinary shares of 0.1p ("New Options") each in the capital of the Company ("Ordinary Shares"), representing 8.4 per cent. of the Company's issued share capital.

Background to the New Options grants

The Company adopted the 2020 EMI Scheme to enable it to retain and incentivise staff and to reward them for the achievement of its longer-term objectives. The options granted under the 2020 EMI Scheme have certain performance and / or length of tenure criteria as set out below. The New Options replace 55,650,000 current options held by existing option holders and extend options to include those who have more recently joined the Group.

Terms of the New Options

All of the New Options have an exercise price of 0.5 pence per Ordinary Share (being a 2.0% premium to the closing mid-market price of the Company's Ordinary Shares on 25 January 2024, the day of the approval of the New Options grant). The proportion of the total New Option award to each individual is capable of vesting dependent on certain share price performance and / or length of tenure criteria (approved by the Remuneration Committee) as follows:

% of New Options subject to the Performance Condition	Performance Condition
50%	Vests and is exercisable in three equal tranches from the first, second and third anniversary of the date of Grant provided the Participant has remained in continuous employment (and has not served notice of resignation) with the Company and/or its Group. No other performance conditions.
15.0%	For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 31 December 2025, the closing price of the Ordinary Shares exceeds 1.0p (one pence) per Ordinary Share.
15.0%	For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 31 December 2026, the closing price of the Ordinary Shares exceeds 2.0p (two pence) per Ordinary Share.
20.0%	For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 31 December 2027, the closing price of the Ordinary Shares exceeds 3.0p (three pence) per Ordinary Share.

All share options with a share price based performance condition can only be exercised on or after the third anniversary of grant. If the share price does not reach the target price by their respective dates, that portion of the award will lapse.

In respect of the New Option awards with no share price based performance conditions granted to each of Keith Broadbent (CEO) and Patrick Carter (CFO), these are subject to the further requirement that any resulting shares must be held for a minimum of 2 years from the date of option grant.

There are no other vesting criteria for the New Options.

Surrender of existing options

In January 2020, January 2022, November 2022 and April 2023, the Company granted options to acquire shares in the capital of the Company to certain employees and directors of the Company pursuant to the Scheme. It is a condition of the grant of New Options that the remaining rights to the 2020, 2022 and 2023 Options are surrendered for no consideration (the "Option Surrender").

The Options previously granted in 2020, January 2022, November 2022 and 2023 were priced at 2.25p, 6.25p, 2.25p and 2.25p, respectively. The board believe it is appropriate to issue new share options in replacement of the existing ones to reflect the Company's current share price to properly incentivise its employees, including its management.

Details of resultant holdings

Following the New Options grant and the Option Surrender, details of Options held by Directors, PDMRs and other employees of the Company and its subsidiaries, are as follows:

Director's name and employing Group company	Number of 2020, 2022 and 2023 options surrendered	Number of New Options granted	Aggregate number of options post grant	Current total beneficial holding of Ordinary Shares	Current holding as a % of Issued share capital
Keith Broadbent (Haydale Graphene Industries Plc)	26,400,000	50,000,000	50,000,000	4,952,381	0.28%
Patrick Carter (Haydale Graphene Industries Plc)	-	30,000,000	30,000,000	1,000,000	0.05%
David Davies (Haydale Ltd)	4,400,000	10,000,000	10,000,000	50,671	0.00%
Mark Heycock (Haydale Ltd)	2,650,000	10,000,000	10,000,000	-	-
John Mark Seymour (Haydale Ltd)	2,650,000	10,000,000	10,000,000	-	-
Nicholas Weatherby (Haydale Composite Solutions Ltd)	3,300,000	5,000,000	5,000,000	-	-
Other Employees	16,250,000	36,500,000	56,250,000*	n/a	n/a
Total:	55,650,000	151,500,000	171,250,000	6,003,052	0.33%

*Difference represents pre-existing grants to non-UK staff under SARs and non-qualifying EMIs.

Following the New Options grant and the Option Surrender, the Company's total number of Options under the 2020 EMI Scheme and under the Haydale Technologies, Inc Stock Appreciation Rights Plan 2020 outstanding as at the date of this announcement is 171,250,000 representing approximately 9.5% of the Company's existing issued share capital and 8.7% on a fully diluted basis including all outstanding warrants.

The number of Ordinary Shares currently in issue is 1,798,462,051 and it is this number that has been used to calculate the above percentage shareholdings.

For further information:

Haydale Graphene Industries plc
David Banks, Non-Executive Chair	Tel: +44 (0) 1269 842 946
	www.haydale.com
Cavendish Capital Markets Limited (Nominated Adviser & Broker)
Julian Blunt/Edward Whiley, Corporate Finance Andrew Burdis, ECM	Tel: +44 (0) 20 7220 0500

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 five sites in the UK, USA and the Far East.

For more information please visit: www.haydale.com

LinkedIn: Haydale-ltd

X: @haydalegraphene

The notification set out below is provided in accordance with the requirements of MAR.

		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			1. Keith Broadbent 2. Patrick Carter 3. David Davies 4. John Mark Seymour 5. Mark Heycock 6. Nicholas Weatherby
2	Reason for notification
a.	Position/Status			1. Chief Executive Officer of Haydale Graphene Industries Plc 2. Chief Financial Officer of Haydale Graphene Industries Plc 3. Director of Haydale Limited (PDMR) 4. Director of Haydale Limited (PDMR) 5. Director of Haydale Limited (PDMR) 6. Director of Haydale Composite Solutions Ltd (PDMR)
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 Identification Code			Options over Ordinary Shares of 0.1p each n/a
b.	Nature of the transaction			Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c.	Price(s) and volume(s)					Exercise Price(s)	Volume(s)
					1.	£0.005	50,000,000
					2.	£0.005	30,000,000
					3.	£0.005	10,000,000
					4.	£0.005	10,000,000
					5.	£0.005	10,000,000
					6.	£0.005	5,000,000


d.	Aggregated information - Aggregated Volume - Price			See above
e.	Date of the transaction			25 January 2024
f.	Place of the transaction			Outside a trading venue

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