HAYDALE GRAPHENE INDUSTRIES PLC

Share Issue/Capital Change • Oct 28, 2024

National Storage Mechanism | Additional information

RNS Number : 7729J

Haydale Graphene Industries PLC

28 October 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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 14:15 P.M. 25 OCTOBER 2024, UNLESS OTHERWISE SPECIFIED.

28 October 2024

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 14:15 p.m. 25 October 2024 (the "Launch Announcement"), it has successfully completed the Fundraising which is now closed.

The Fundraising has successfully raised in aggregate £3.0 million. This comprises £2.5 million raised through the Placing and Subscription of 1,895,858,186 New Ordinary Shares at the Issue Price of 0.1325 pence per New Ordinary Share, and £0.5 million raised through subscriptions for Convertible Loan Notes from Octopus Investments. Further details on the Fundraising are included in the Launch Announcement.

In addition to the Placing, Subscription and Convertible Loan Notes the Company has also announced that it is providing Retail Investors with the opportunity to subscribe for an aggregate of up to 377,358,490 Retail Shares at the Issue Price via the Bookbuild platform, to raise up to an additional £ 0.5 million (before expenses). The Retail Offer is due to close at 4.30 p.m. today 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.

Updated Timetable

The Company confirms that the timings of the Fundraising have been amended as follows:

		2024
Publication and posting of the Circular and the Form of Proxy		28-Oct
Retail Offer closes	4:30 p.m.	28-Oct
Announcement of the results of the Retail Offer		28-Oct
Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for use at the General Meeting	11:00 a.m.	11-Nov
General Meeting	11.00 a.m.	13-Nov
Capital Reorganisation Record Date	6:00 p.m.	13-Nov
Announcement of the results of the General Meeting		13-Nov
Admission and commencement of dealings on AIM	8.00 a.m.	14-Nov
CREST Members' accounts credited in respect of the following New Ordinary Shares in uncertificated form:		14-Nov
Trade Date		12-Nov
Settlement Date		14-Nov
Longstop Date		20-Dec

Related Party Transactions

As noted in the Launch Announcement, David Banks, Keith Broadbent, Theresa Wallis and Gareth Kaminski-Cook being Directors of the Company, have indicated their intention to subscribe New Ordinary Shares as part of the Fundraising (the "Participating Directors"). Gareth Kaminski-Cook has also increased his subscription since the Launch Announcement to 3,773,584 Ordinary Shares. Therefore, the Participating Directors are subscribing for in aggregate 41,509,431 New Ordinary Shares. 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*
David Banks	8,000,000	0.44	18,867,924	26,867,924	0.66
Keith Broadbent	4,952,381	0.28	7,547,169	12,499,550	0.31
Theresa Wallis	2,011,904	0.11	11,320,754	13,332,658	0.33
Gareth Kaminski-Cook	200,000	0.01	3,773,584	3,973,584	0.10

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 director for the purposes of this opinion, Patrick Carter, having consulted with the Company's nominated adviser, Cavendish, considers 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.

Additionally, the issuance of £0.5 million of Convertible Loan Notes to Octopus Investments via Octopus AIM VCT and Octopus AIM VCT 2 for £0.3 million and £0.2 million, respectively, constitutes a related party transaction pursuant to Rule 13 of the AIM Rules by virtue of their status as Substantial Shareholder of the Company. The Directors, having consulted with the Company's nominated adviser, Cavendish, consider that the terms of the participation in the Fundraising by Octopus AIM VCT and Octopus AIM VCT 2 is fair and reasonable insofar as the Company's Shareholders are concerned.

Admission

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

Applications will be made to the London Stock Exchange for admission of the New Ordinary Shares and the Existing Adjusted Ordinary Shares to trading on AIM. It is expected that Admission will take place on or before 8.00 a.m. on 14 November 2024 and that dealings in the New Ordinary Shares and Existing Adjusted Ordinary Shares on AIM will commence at the same time.

Posting of Circular and Notice of General Meeting

A Circular containing the Notice of General Meeting is being posted to Shareholders today. The Company will also publish this on its website pursuant to AIM Rule 26. The General Meeting will be held on 13 November 2024 at 11:00 a.m. 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. 11 November 2024. 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: +44 (0) 1269 842 946
Keith Broadbent, CEO	www.haydale.com
Patrick Carter, CFO
Cavendish Capital Markets Limited (Nominated Adviser, Broker and Retail Offer Coordinator)	Tel: +44 (0) 20 7220 0500
Julian Blunt / Edward Whiley / Trisyia Jamaludin, 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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