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
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, 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. 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 (EU) 596 / 2014 WHICH FORMS PART OF
DEFINED TERMS IN THIS ANNOUNCEMENT SHALL HAVE THE SAME MEANING AS IN THE LAUNCH ANNOUNCEMENT, RELEASED AT 14:15 P.M. 25 OCTOBER 2024, UNLESS OTHERWISE SPECIFIED.
28 October 2024
HAYDALE GRAPHENE INDUSTRIES PLC
("Haydale" or the "Company" or the "Group")
Result of Fundraising
Haydale (AIM:HAYD), the global advanced materials group, is pleased to announce that further to its announcement at 14:15 p.m. 25 October 2024 (the "Launch Announcement"), it has successfully completed the Fundraising which is now closed.
The Fundraising has successfully raised in aggregate
In addition to the Placing, Subscription and Convertible Loan Notes the Company has also announced that it is providing Retail Investors with the opportunity to subscribe for an aggregate of up to 377,358,490 Retail Shares at the Issue Price via the Bookbuild platform, to raise up to an additional £0.5 million (before expenses). The Retail Offer is due to close at 4.30 p.m. today and the results of the Retail Offer will be announced separately thereafter.
As set out in the Launch Announcement the net funds raised by the Fundraising will be used to fund the general working capital needs of the business.
Updated Timetable
The Company confirms that the timings of the Fundraising have been amended as follows:
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|
2024 |
Publication and posting of the Circular and the Form of Proxy |
|
28-Oct |
Retail Offer closes |
4:30 p.m. |
28-Oct |
Announcement of the results of the Retail Offer |
|
28-Oct |
Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for use at the General Meeting |
11:00 a.m. |
11-Nov |
General Meeting |
11.00 a.m. |
13-Nov |
Capital Reorganisation Record Date |
6:00 p.m. |
13-Nov |
Announcement of the results of the General Meeting |
|
13-Nov |
Admission and commencement of dealings on AIM |
8.00 a.m. |
14-Nov |
CREST Members' accounts credited in respect of the following New Ordinary Shares in uncertificated form: |
|
14-Nov |
Trade Date |
|
12-Nov |
Settlement Date |
|
14-Nov |
Longstop Date |
|
20-Dec |
Related Party Transactions
As noted in the Launch Announcement, David Banks, Keith Broadbent, Theresa Wallis and Gareth Kaminski-Cook being Directors of the Company, have indicated their intention to subscribe New Ordinary Shares as part of the Fundraising (the "Participating Directors"). Gareth Kaminski-Cook has also increased his subscription since the Launch Announcement to 3,773,584 Ordinary Shares. Therefore, the Participating Directors are subscribing for in aggregate 41,509,431 New Ordinary Shares. It is expected that the Participating Directors' interests following completion of the Fundraising (assuming full take up under the Retail Offer) will be as follows:
Director |
Number of Existing Ordinary Shares |
Percentage of existing issued share capital |
Number of New Ordinary Shares subscribed for |
Total number of Ordinary Shares held following Admission |
Percentage of Enlarged Share Capital following Admission* |
David Banks |
8,000,000 |
0.44 |
18,867,924 |
26,867,924 |
0.66 |
Keith Broadbent |
4,952,381 |
0.28 |
7,547,169 |
12,499,550 |
0.31 |
Theresa Wallis |
2,011,904 |
0.11 |
11,320,754 |
13,332,658 |
0.33 |
Gareth Kaminski-Cook |
200,000 |
0.01 |
3,773,584 |
3,973,584 |
0.10 |
Assuming the Retail Offer is subscribed in full
The issue of New Ordinary Shares to the Participating Directors 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 director for the purposes of this opinion, Patrick Carter, having consulted with the Company's nominated adviser, Cavendish, considers that the terms of the participation in the Fundraising by the Participating Directors are fair and reasonable insofar as the Company's Shareholders are concerned.
Additionally, the issuance of
Admission
The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Adjusted Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Applications will be made to the London Stock Exchange for admission of the New Ordinary Shares and the Existing Adjusted Ordinary Shares to trading on AIM. It is expected that Admission will take place on or before 8.00 a.m. on 14 November 2024 and that dealings in the New Ordinary Shares and Existing Adjusted Ordinary Shares on AIM will commence at the same time.
Posting of Circular and Notice of General Meeting
A Circular containing the Notice of General Meeting is being posted to Shareholders today. The Company will also publish this on its website pursuant to AIM Rule 26. The General Meeting will be held on 13 November 2024 at 11:00 a.m. the offices of Fieldfisher LLP, 9th Floor, Riverbank House, 2 Swan Lane,
Action to be taken
You will find enclosed with the Circular a Form of Proxy for use at the General Meeting. Regardless of whether you intend to attend the General Meeting, you are requested to complete, sign and return the Form of Proxy, in accordance with the instructions printed thereon, so as to be received by the Company's registrars, Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham,
For further information:
Haydale Graphene Industries plc |
Tel: +44 (0) 1269 842 946 |
Keith Broadbent, CEO |
|
Patrick Carter, CFO |
|
|
|
Cavendish Capital Markets Limited (Nominated Adviser, Broker and Retail Offer Coordinator) |
Tel: +44 (0) 20 7220 0500 |
Julian Blunt / Edward Whiley / Trisyia Jamaludin, Corporate Finance |
|
Andrew Burdis / Harriet Ward, ECM |
|
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
For more information please visit: www.haydale.com
Twitter: @haydalegraphene
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