Subscription, Director Dealings and TVR

Haydale Graphene Industries PLC

13 March 2025

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE EU MARKET ABUSE REGULATION (EU) NO 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED ("UK MAR"). THE COMPANY IS SOLELY RESPONSIBLE FOR THE CONTENT OF THIS ANNOUNCEMENT. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Haydale Graphene Industries plc

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

Subscription, Director Dealings, Issue of Equity and Total Voting Rights

Haydale (AIM: HAYD), the advanced materials group, announces that conditional subscriptions for 89,849,106 new ordinary shares of 0.01 pence each in the capital of the Company ("Ordinary Shares") have been made by a new private investor (Christopher Shaw), the Company's existing key strategic investor (Quidos Technologies Limited ("Quidos")) and Gareth Kaminski-Cook, Non-Executive Chair, at an issue price of £0.001458 per new Ordinary Share ("Issue Price") (together the "Subscriptions").

The Issue Price represents a premium of 32.5 per cent. to the closing mid-market price on 12 March 2025, being the last practicable date prior to this announcement and a premium of 10 per cent. to the Company's last fundraise completed in November 2024.

The Subscriptions, raising £131,000 in total, will be completed using the Company's existing authorities granted by shareholders at its last annual general meeting on 30 December 2024 and amount to 2.4 per cent. of Haydale's current issued share capital. The Subscriptions are conditional on, inter alia, the admission of the new Ordinary Shares to trading on AIM ("Admission").  The proceeds of the Subscriptions will be directed towards supporting growth.

The Subscription by Quidos (an 18.1% shareholder in the Company and in which Simon Turek, Chief Executive Officer of the Company, has a 49% indirect beneficial interest), constitutes a related party transaction under Rule 13 of the AIM Rules by virtue of it being Simon Turek's Associate (within the meaning of the AIM Rules) and its status as a substantial shareholder in the Company. The Subscription by Gareth Kaminski-Cook, Non-Executive Chair of the Company, also constitutes a related party transaction under Rule 13 of the AIM Rules by virtue of Gareth Kaminski-Cook's status as a Director of the Company.  The independent directors for the purposes of this opinion, being all Directors save for Simon Turek and Gareth Kaminski-Cook, having consulted with the Company's nominated adviser, Cavendish, consider that the terms of the participation in the Subscriptions by Quidos, Gareth Kaminski-Cook, and indirectly, Simon Turek, are fair and reasonable insofar as the Company's Shareholders are concerned.

Following completion of the Subscriptions the interests of Quidos, Gareth Kaminski-Cook and the effective interest of Simon Turek, in the enlarged share capital of Haydale will be:

	New shares subscribed	Resulting holding	% of enlarged issued share capital
Quidos Technologies Ltd	16,117,969	695,363,252	18.07
Simon Turek	7,897,805	340,727,993	8.85
Gareth Kaminski-Cook	5,144,032	9,117,616	0.24

Further details relating to these dealings are set out below for the purposes of UK MAR.

New Private Investor

Christopher Shaw is a new private investor in the Company. He was previously at Rothschild & Co where he was part of the team that managed around $20bn of investments for their wealth management business in London. Christopher will be attending the board as an observer.

Admission and Total Voting Rights

The new Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with all existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Application will be made to the London Stock Exchange for admission of the new Ordinary Shares to trading on AIM. It is expected that Admission will take place on or before 8.00 a.m. on 18 March 2025 and that dealings in the new Ordinary Shares on AIM will commence at the same time.

In accordance with the provisions of the Disclosure and Transparency Rules of the FCA, the Company confirms that, immediately following Admission, it expects its issued share capital will comprise 3,848,945,064 Ordinary Shares of 0.01 pence each. All Ordinary Shares shall have equal voting rights and, following the Subscriptions, none of the ordinary shares will be held in treasury. The total number of voting rights in the Company immediately following Admission will therefore be 3,848,945,064.

For further information:

Haydale Graphene Industries plc

Simon Turek, Chief Executive Officer                                                     Tel: [phone]

Gareth Kaminski-Cook, Non-Executive Chair

Patrick Carter, Chief Financial Officer

www.haydale.com                              

Cavendish Capital Markets Limited (Nominated Adviser & Broker)

Julian Blunt / Edward Whiley / Trisyia Jamaludin, Corporate Finance          Tel: [phone]

Andrew Burdis, ECM

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Simon Turek
2	Reason for the notification
a)	Position/status	Chief Executive Officer
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	Ordinary Shares of 0.01 pence each GB00BKWQ1135
b)	Nature of the transaction	Indirect conditional subscription for new Ordinary Shares via Quidos Technologies Ltd
c)	Price(s) and volume(s)	Price Volume 0.1458 pence 7,897,805
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	13 March 2025
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Gareth Kaminski-Cook
2	Reason for the notification
a)	Position/status	Non-Executive Chairman
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	Ordinary Shares of 0.01 pence each GB00BKWQ1135
b)	Nature of the transaction	Conditional subscription for new Ordinary Shares
c)	Price(s) and volume(s)	Price Volume 0.1458 pence 5,144,032
d)	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transaction	13 March 2025
f)	Place of the transaction	Outside a trading venue

 

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