Result of Fundraising

Haydale Graphene Industries PLC

15 September 2023

 

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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 UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN 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 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.

DEFINED TERMS IN THIS ANNOUNCEMENT SHALL HAVE THE SAME MEANING AS IN THE LAUNCH ANNOUNCEMENT, RELEASED AT 3.00 PM, UNLESS OTHERWISE SPECIFIED.

15 September 2023

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 3.00 pm (the "Launch Announcement"), it has successfully completed the Fundraising which is now closed.

The Fundraising has raised in aggregate £5.0 million through the Placing and Subscription of 1,000,000,000 New Ordinary Shares, all at the Issue Price of 0.5 pence per Ordinary Share.

In addition to the Placing, the Company is also providing Retail Investors with the opportunity to subscribe for an aggregate of up to 200,000,000 Retail Shares at the Issue Price via the Bookbuild platform, to raise up to approximately £1.0 million (before expenses). The Retail Offer is due to close at 12.00 noon on 22 September 2023 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.

Related Party Transactions

Keith Broadbent, David Banks, Theresa Wallis and Patrick Carter, all being Directors of the Company, have conditionally subscribed for an aggregate of 8,000,000 New Ordinary Shares through the Subscription (the "Participating Directors"). 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*
Keith Broadbent	1,952,381	0.25	3,000,000	4,952,381	0.25
David Banks	5,000,000	0.64	3,000,000	8,000,000	0.40
Theresa Wallis	1,011,904	0.13	1,000,000	2,011,904	0.10
Patrick Carter	-	-	1,000,000	1,000,000	0.05

*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 directors, being all Directors except the Participating Directors, having consulted with the Company's nominated adviser, Cavendish, consider 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.

Admission and Total Voting Rights

The Placing, Subscription and Retail Offer of in aggregate the 1,200,000,000 New Ordinary Shares (assuming full take up under the Retail Offer) are conditional upon, among other things, the passing of the Resolutions at the General Meeting. The EIS/VCT Placing is conditional, amongst other things, on the passing of the Resolutions, the Placing Agreement not having been terminated and EIS/VCT Admission occurring on or before 8.00 a.m. on 4 October 2023 (or such later date as finnCap and the Company may agree being not later than 8.00 a.m. on 31 October 2023).  The General Placing is conditional, amongst other things, on the passing of the Resolutions, the Placing Agreement not having been terminated, EIS/VCT Admission having occurred and General Admission occurring on or before 8.00 a.m. on 5 October 2023 (or such later date as finnCap and the Company may agree being not later than 8.00 a.m. on 31 October 2023).

It is expected that EIS/VCT Admission will take place at 8.00 a.m. on 4 October 2023 and that dealings in the Existing Adjusted Ordinary Shares and the EIS/VCT Placing Shares on AIM will commence at the same time. It is expected that General Admission will take place at 8.00 a.m. on 5 October 2023 and that dealings in the General Placing Shares, the Subscription Shares and the Retail Offer Shares on AIM will commence at the same time.

On Admission, the total number of Ordinary Shares in issue will be 1,985,853,051 (assuming full take up under the Retail Offer) with the Company holding no Ordinary Shares in treasury. Therefore the total number of voting rights will also be 1,985,853,051. 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Posting of Circular and Notice of General Meeting

A Circular containing the Notice of General Meeting is being posted to Shareholders on 16 September 2023. The Company will also publish this on its website pursuant to AIM Rule 26. The General Meeting will be held on 3 October 2023 at 11:00 a.m. at the offices of Fieldfisher LLP, 9th Floor, Riverbank House, 2 Swan Lane, London EC4R 3TT, notice of which will be set out at the end of the Circular.

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,  Surrey, GU9 7XX, as soon as possible, and in any event by no later than 11.00 a.m. 29 September 2023.  Completion and return of the Form of Proxy will not preclude you from attending the General Meeting and voting in person should you so wish.

For further information:

Haydale Graphene Industries plc	Tel: [phone]
Keith Broadbent, CEO	www.haydale.com
Patrick Carter, CFO
Cavendish Capital Markets Limited (Nominated Adviser, Broker and Retail Offer Coordinator)	Tel: [phone]
Julian Blunt / Edward Whiley / George Dollemore, 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 Europe, USA, Australia, Japan and China and operates from five sites in the UK, USA and the Far East.

For more information please visit: www.haydale.com

Twitter: @haydalegraphene

 

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