Grant of share options and PDMR dealings

RNS Number : 3720G

Haydale Graphene Industries PLC

15 November 2022

 

For immediate release

15 November 2022

Haydale Graphene Industries plc

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

Grant of share options and PDMR dealings

Haydale (AIM: HAYD), the global advanced materials group, announces that on 14 November 2022 the Company approved the following:

1.  under the 2020 EMI Scheme ("2020 EMIScheme"), the grant of options to certain directors of the Company ("Directors"), certain directors of the Company's subsidiaries ("Subsidiary Directors") and staff of the Group, over an aggregate 45,950,000 ordinary shares of 2p each in the capital of the Company ("Ordinary Shares"); and

2.  under the Haydale Technologies, Inc ("HTI") Stock Appreciation Rights Plan 2020 ("2020 SAR"), the grant of stock appreciation rights ("Stock Appreciation Rights") to certain employees of the Group's wholly owned US subsidiary, HTI, over an aggregate 8,750,000 Ordinary Shares.

(The 2020 EMI Scheme and the 2020 SAR , together the "Share Schemes". The new Options or Stock Appreciation Rights granted under the Share Schemes, together the "November 2022 Grants").

Background to the November 2022 Grants

The Company adopted the Share Schemes to enable it to retain and incentivise staff and to reward them for the achievement of its longer-term objectives. The Share Schemes have certain performance criteria to ensure that value is created for shareholders before any value is delivered to Directors and key staff.  The November 2022 Grants will extend the options of current option holders and also include those who have more recently joined the Group. 

Terms of the November 2022 Grants

All of the November 2022 Grants have an exercise price of 2.25 p per Ordinary Share (being a 19.7 % premium to the closing mid-market price of the Company's Ordinary Shares on 14 November 2022, the day of the approval of the November 2022 Grants) and can only be exercised between the third and tenth anniversary of the awards. The proportion of the awards made by the November 2022 Grants that are capable of vesting is dependent on certain performance criteria, directly linked to the performance of the Company's share price over the period to 30 September 2026 as follows:

% of January 2022 Grants subject to the Performance Condition	Performance Condition
30%	For a period of 15 consecutive dealing days, commencing after the date of the November 2022 Grants and ending on or before the 30 September 2024, the closing price of the Ordinary Shares exceeds 4 p (four) per Ordinary Share.
30%	For a period of 15 consecutive dealing days, commencing after the date of the November 2022 Grants and ending on or before the 30 September 2025, the closing price of the Ordinary Shares exceeds 6 p (six) per Ordinary Share.
40%	For a period of 15 consecutive dealing days, commencing after the date of the November 2022 Grants and ending on or before the 30 September 2026, the closing price of the Ordinary Shares exceeds 8 p (eight) per Ordinary Share.

There are no other vesting criteria for the November 2022 Grants. If the share price does not reach the target price by their respective dates, that portion of the award will lapse.

The November 2022 Grants represents approximately 6.9 % of the Company's issued ordinary share capital. Of the November 2022 Grants, 28,900,000 options were granted to Directors of the Company and its subsidiaries, as follows:

Director's name and employing Group company	Number of November 2022 options granted	Aggregate number of options /SARs post grant	Current total beneficial holding of Ordinary Shares	% of current issued share capital
Keith Broadbent (Haydale Graphene Industries Plc)	13,200,000	26,400,000	1,952,381	0.25
Mark Chapman (Haydale Graphene Industries Plc)	7,700,000	15,400,000	750,000	0.10
Thomas Quantrille (Haydale Technologies Inc	1,500,000	4,500,000	-	-
David Davies (Haydale Ltd)	2,200,000	4,400,000	50,671	0.01
Nicholas Weatherby (Haydale Composite Solutions Ltd)	1,650,000	3,350,000	-	-
Mark Heycock (Haydale Ltd)	1,325,000	2,650,000	-	-
John Mark Seymour (Haydale Ltd)	1,325,000	2,650,000	-	-

The Company's Remuneration Committee retains the ability to amend the performance conditions for the November 2022 Grants and for future grants to ensure that such grants achieve the stated purpose.

Following the November 2022 Grants, the Company's total number of Options and SARs outstanding as at the date of this announcement is 102,000,000 representing approximately 12.97 % of the Company's existing issued share capital and 9.78% on a fully diluted basis including all outstanding warrants.

The number of Ordinary Shares currently in issue is 785,852,475 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: [phone]
	www.haydale.com
finnCap (Nominated Adviser & Broker)
Julian Blunt/Edward Whiley, Corporate Finance Andrew Burdis, ECM	Tel: [phone]

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

For more information please visit: www.haydale.com

Twitter: @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	Keith Broadbent
2	Reason for notification
a.	Position/Status	Chief Executive Officer of Haydale Graphene Industries Plc
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 2p 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)
			0.0225	13,200,000
d.	Aggregated information - Aggregated Volume - Price	13,200,000 options over Ordinary Shares with an exercise price of £0.0225 each
e.	Date of the transaction	14 November 2022
f.	Place of the transaction	Outside a trading venue

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	Mark Chapman
2	Reason for notification
a.	Position/Status	Chief Financial Officer of Haydale Graphene Industries Plc
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 2p 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)
			0.0225	7,700,000
d.	Aggregated information - Aggregated Volume - Price	7,700,000 options over Ordinary Shares with an exercise price of £0.0625 each
e.	Date of the transaction	14 November 2022
f.	Place of the transaction	Outside a trading venue

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	Thomas Quantrille
2	Reason for notification
a.	Position/Status	Director of Haydale Technologies Inc, a subsidiary of Haydale Graphene Industries Plc
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 2p 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)
			0.0225	1,500,000
d.	Aggregated information - Aggregated Volume - Price	1.500,000 options over Ordinary Shares with an exercise price of £0.0225 each
e.	Date of the transaction	14 November 2022
f.	Place of the transaction	Outside a trading venue

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	David Davies
2	Reason for notification
a.	Position/Status	Director of Haydale Ltd, a subsidiary of Haydale Graphene Industries Plc
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 2p 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)
			Price(s)	Volume(s)
			0.0225	2,200,000
d.	Aggregated information - Aggregated Volume - Price	2,200,000 options over Ordinary Shares with an exercise price of £0.0225 each
e.	Date of the transaction	14 November 2022
f.	Place of the transaction	Outside a trading venue
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	Nicholas Weatherby
2	Reason for notification
a.	Position/Status	Director of Haydale Composite Solutions Ltd, a subsidiary of Haydale Graphene Industries Plc
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 2p 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)
			0.0225	1,650,000
d.	Aggregated information - Aggregated Volume - Price	1,650,000 options over Ordinary Shares with an exercise price of £0.0225 each
e.	Date of the transaction	14 November 2022
f.	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	Mark Heycock
2	Reason for notification
a.	Position/Status	Director of Haydale Ltd, a subsidiary of Haydale Graphene Industries Plc
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 2p 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)
			0.0225	1,325,000
d.	Aggregated information - Aggregated Volume - Price	1,325,000 options over Ordinary Shares with an exercise price of £0.0225 each
e.	Date of the transaction	14 November  2022
f.	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	John Mark Seymour
2	Reason for notification
a.	Position/Status	Director of Haydale Ltd, a subsidiary of Haydale Graphene Industries Plc
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 2p 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)
			0.0225	1,325,000
d.	Aggregated information - Aggregated Volume - Price	1,325,000 options over Ordinary Shares with an exercise price of £0.0225 each
e.	Date of the transaction	14 November 2022
f.	Place of the transaction	Outside a trading venue

 

END

 

 

DSHBIBMTMTMBTLT