Result of Fundraising

Hardide PLC

21 February 2024

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION ("RESTRICTED JURISDICTION").

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 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK 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 UK 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.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.

21 February 2024

HARDIDE PLC

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

Result of Fundraising

Further to the announcement made at 4:35pm on 21 February 2024 of the proposed equity fundraising (the "Fundraising Announcement"), Hardide is pleased to announce that it has conditionally raised gross proceeds of £0.88 million at the Issue Price of 4.5p through (i) the Placing of  16,999,996 Placing Shares to new and existing institutional investors and (ii) the Subscription for 2,555,554 Subscription Shares by certain directors of the Company (and their associates).

The Issue Price represents a discount of 21.7 per cent. to the closing middle market price of 5.75 pence per Ordinary Share on 20 February 2024, being the last business day prior to the Fundraising Announcement. The Placing was undertaken through an accelerated bookbuild process.

The net proceeds of the Fundraising will provide the Company with the resources needed to meet the Group's working capital requirements and its corporate costs, at anticipated revenue levels, for the remainder of the financial year to 30 September 2024.

Related party transaction

Certain of the Company's directors (the "Subscribing Directors"), have either themselves or through parties affiliated with them, subscribed for an aggregate 2,555,554 new Ordinary Shares at the Issue Price as part of the Fundraising and their resulting shareholdings on Admission will be as follows:

Name	As at the date of this Announcement			Immediately following Admission
	No. of existing Ordinary Shares	Percentage of existing Ordinary Share capital	No. of new Ordinary Shares subscribed for	No. of Ordinary Shares held following Admission	Percentage of enlarged Ordinary Share capital
Andrew Boyce*	7,830,336	13.29%	2,222,222	10,052,558	12.81%
Andrew Magson	24,549	0.04%	166,666	191,215	0.24%
Matthew Hamblin	-	-	111,111	111,111	0.14%
Timothy Rice	27,625	0.05%	55,555	83,180	0.11%

* the shareholding and subscription by Andrew Boyce includes that of his father and associated entities

The FCA notification in relation to the Subscribing Director transactions set out above made in accordance with the requirements of UK MAR is appended below.

The participation of the Subscribing Directors in the Fundraising constitutes a related party transaction under Rule 13 of the AIM Rules.

Accordingly, Stephen Paul, Simon Hallam, Yuri Zhuk and Philip Kirkham, as the independent directors for the purposes of the Fundraising, consider, having consulted with the Company's Nominated Adviser, Cavendish, that the terms of the participation in the Fundraising by the Subscribing Directors are fair and reasonable insofar as the Company's shareholders are concerned.

Canaccord Genuity Group Inc. ("Canaccord") has agreed to subscribe, in aggregate, for 1,333,333 Placing Shares. Canaccord is a related party of the Company for the purposes of the AIM Rules by virtue of its status (together with associates) as a substantial shareholder (as defined by the AIM Rules) in the Company. Stephen Paul, Simon Hallam, Yuri Zhuk and Philip Kirkham, as the independent directors in respect of the Fundraising, consider, having consulted with the Company's nominated adviser, Cavendish, that the terms upon which Canaccord has participated in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

Admission, Settlement and Dealings

Application has been made to the London Stock Exchange for admission of a total of 19,555,550 new Ordinary Shares (being the Fundraising Shares and those additional new Ordinary Shares to be issued in respect of the satisfaction of certain associated fees) to trading on AIM, being the market of that name operated by the London Stock Exchange ("Admission").

It is expected that Admission will take place on or around 8.00 a.m. on 23 February 2024 and that dealings in those new Ordinary Shares on AIM will commence at the same time.

Following Admission, the Company will have 78,457,509 Ordinary Shares in issue. The new Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Total Voting Rights

Following Admission, the total number of Ordinary Shares in issue will be 78,457,509. The Company does not hold any shares in treasury and therefore, following Admission, the total number of voting shares in issue will be 78,457,509. 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.

Capitalised terms used in this Announcement have the meanings given to them in the Fundraising Announcement, unless the context requires otherwise.

 For further information:

Hardide plc
Andrew Magson, Non-Executive Chair Jackie Heddle, Communications Manager	Tel: [phone]
Cavendish Capital Markets Limited - Nominated Adviser and Joint Broker	Tel: [phone]
Henrik Persson / Abigail Kelly
Allenby Capital - Joint Broker	Tel: [phone]
Tony Quirke / Joscelin Pinnington - Sales and Corporate Broking Jeremy Porter / Dan Dearden-Williams - Corporate Finance

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Andrew Boyce (and Peoples Closely Associated)
2.	Reason for the Notification
a)	Position/status	Non-Executive Director
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Hardide plc
b)	LEI	213800HLAUIIFKMU5G89
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	Ordinary Shares of 4 pence each
	Identification code	GB00BJJPX768
b)	Nature of the transaction	Purchase of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 4.5p 2,222,222
d)	Aggregated information: ·       Aggregated volume ·       Price	See 4c) above
e)	Date of the transaction	21 February 2024
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Andrew Magson
2.	Reason for the Notification
a)	Position/status	Non-Executive Chair
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Hardide plc
b)	LEI	213800HLAUIIFKMU5G89
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	Ordinary Shares of 4 pence each
	Identification code	GB00BJJPX768
b)	Nature of the transaction	Purchase of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 4.5p              166,666
d)	Aggregated information: ·       Aggregated volume ·       Price	See 4c) above
e)	Date of the transaction	21 February 2024
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Matthew Hamblin
2.	Reason for the Notification
a)	Position/status	Non-Executive Director
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Hardide plc
b)	LEI	213800HLAUIIFKMU5G89
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	Ordinary Shares of 4 pence each
	Identification code	GB00BJJPX768
b)	Nature of the transaction	Purchase of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 4.5p              111,111
d)	Aggregated information: ·       Aggregated volume ·       Price	See 4c) above
e)	Date of the transaction	21 February 2024
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Timothy Rice
2.	Reason for the Notification
a)	Position/status	Non-Executive Director
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Hardide plc
b)	LEI	213800HLAUIIFKMU5G89
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	Ordinary Shares of 4 pence each
	Identification code	GB00BJJPX768
b)	Nature of the transaction	Purchase of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 4.5p                 55,555
d)	Aggregated information: ·       Aggregated volume ·       Price	See 4c) above
e)	Date of the transaction	21 February 2024
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

 

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