Subscription, Director Dealings and TVR
Raised £131,000 through conditional subscription of 89.8m shares at 0.1458p, 32.5% premium to closing price.
- Subscription proceeds £131,000
- New shares issued 89,849,106
- Issue price per share 0.1458p
- Premium to last closing price 32.5%
- Premium to November 2024 fundraise 10%
- % of current issued share capital 2.4%
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THE COMPANY IS SOLELY RESPONSIBLE FOR THE CONTENT OF THIS ANNOUNCEMENT.
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.
| 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 | ||||
| a) | Name | Haydale Graphene Industries Plc | ||||
| b) | LEI | 213800KNULBQFF25IE72 | ||||
| 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) |
| ||||
| 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 | ||||
| a) | Name | Haydale Graphene Industries Plc | ||||
| b) | LEI | 213800KNULBQFF25IE72 | ||||
| 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) |
| ||||
| 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 |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.