HAYDALE GRAPHENE INDUSTRIES PLC

Transaction in Own Shares • Dec 15, 2025

National Storage Mechanism | Additional information

RNS Number : 5677L

Haydale Graphene Industries PLC

15 December 2025

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 07:00 A.M. ON 12 DECEMBER 2025, UNLESS OTHERWISE SPECIFIED.

15 December 2025

HAYDALE GRAPHENE INDUSTRIES PLC

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

Result of Accelerated Bookbuild

Haydale (AIM:HAYD), the global advanced materials group, is pleased to announce that further to its announcement at 07:00 a.m. on 12 December 2025 (the "Launch Announcement"), it has completed the ABB which is now closed.

The ABB has raised in aggregate £4.7 million which together with the £0.54 million raised through the Subscriptions (including a further subscription received on 12 December 2025 of £24,100) amounts to £5.25 million, all at the Issue Price of 0.5 pence per New Ordinary Share. Further details on the Fundraising are included in the Launch Announcement.

The total amount raised by the ABB is approximately £0.7 million lower than contemplated in the Launch Announcement as a result of the failure of certain market counterparties to provide confirmations to orders previously indicated during the market sounding process which preceded launch.  As a result of this the aggregate deal costs are reduced by approximately £0.1 million, resulting in net Fundraising proceeds of up to £4.75 million (compared with up to £5.29 million in the Launch Announcement).  The Board is comfortable that this amount satisfies the Enlarged Group's working capital requirements and satisfies conditions precedent to the Acquisition.  The resulting amended Share Capital Statistics table included in the Launch Announcement is set out below.

In addition to the Placing and Subscription, the Company also announced that it is providing its existing Retail Investors with the opportunity to subscribe for an aggregate of up to 100,000,000 Retail Shares at the Issue Price via the Bookbuild platform, to raise up to an additional £0.5 million (before expenses). In view of the above the Directors have decided to keep the Retail Offer open for another day.  Accordingly, the Retail Offer will now close at midday on 16 December 2025 (rather than 15 December as previously announced) and the results of the Retail Offer will be announced separately thereafter.

As set out in more detail in the Launch Announcement, the net funds raised by the Fundraising will be used to support the Enlarged Group's growth plan and capitalise on the commercial opportunities unlocked by the Acquisition.

Haydale Convertible Loan Notes and Total Voting Rights

As contemplated in the Launch Announcement, the Company is pleased to confirm that exercise of the Haydale Convertible Loan Notes occurred on 12 December 2025 following launch of the ABB. The Haydale CLN Shares have accordingly now been issued and allotted, conditional only on their admission.  Application has been made to the London Stock Exchange for the admission of the 417,883,894 Haydale CLN Shares to be admitted to trading on AIM. It is expected that admission will take place on or before 8.00 a.m. on 18 December 2025.

Following admission of the Haydale CLN Shares (and prior to the issue of any of the additional New Ordinary Shares to be issued pursuant to the Fundraising or Acquisition) the Company will have in issue 4,740,839,841 Ordinary Shares, with no shares held in treasury. 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, Haydale under the FCA's Disclosure and Transparency Rules.

Admission of the Fundraising Shares and First Tranche Consideration Shares

Applications will be made to the London Stock Exchange for admission of the Fundraising Shares and the First Tranche Consideration Shares to trading on AIM.  Admission of the Fundraising Shares is expected to take place at 8.00 a.m. on 7 January 2026.  Admission of the First Tranche Consideration Shares is expected to take place at 8.00 a.m. on 8 January 2026.

The Fundraising Shares and First Tranche Consideration Shares will, when issued, 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.

Posting of Circular and Notice of General Meeting

A Circular containing the Notice of General Meeting is expected to be posted to Shareholders on 15 December 2025. The Company will also publish this on its website pursuant to AIM Rule 26. The General Meeting will be held on 6 January at 11:00 a.m. at the offices of Fieldfisher LLP, 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

Shareholders will find enclosed with the Circular a Form of Proxy for use at the General Meeting. Regardless of whether Shareholders intend to attend the General Meeting, they 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. 2 January 2026. Completion and return of the Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they so wish.

SHARE CAPITAL STATISTICS

Issue Price                                                                                                                          0.5 pence

Number of Existing Ordinary Shares1                                                                              4,740,839,841

Number of Placing Shares                                                                                                941,180,000

Number of Subscription Shares                                                                                        108,820,000

Number of Retail Shares                                                                                         Up to 100,000,000

Number of First Tranche Consideration Shares                                                                1,860,465,116

Number of SMCC CLN Shares                                                                                            23,404,142

Enlarged Share Capital1                                                                                        Up to 7,774,709,099

Number of Deferred Consideration Shares                                                               Up to 992,248,061

Percentage of the Enlarged Share Capital represented by2

-     Existing Ordinary Shares                                                                                       60.98 per cent.

-     Fundraising Shares2                                                                                              14.79 per cent.

-     First Tranche Consideration Shares                                                                        23.93 per cent.

Gross proceeds of the Placing                                                                    approximately £4.7 million

Gross proceeds of the Subscriptions                                                         approximately £0.54 million

Gross proceeds of the Retail Offer2                                                                        Up to £0.50 million

Estimated cash proceeds of the Fundraising receivable                     Up to approximately £4.75 million

by the Company (net of expenses) 2

Ordinary Share ISIN                                                                                                  GB00BKWQ1135

SEDOL                                                                                                                              BKWQ113

Notes:

1.     Including the Haydale CLN Shares

2.   Assuming full take up of the Retail Shares under the Retail Offer

For further information:

Haydale Graphene Industries plc	Tel: +44 (0) 1269 842 946
Simon Turek, CEO	www.haydale.com
Patrick Carter, CFO
Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker)	Tel: +44 (0) 20 7220 0500
Julian Blunt / Edward Whiley / Trisyia Jamaludin, Corporate Finance
Andrew Burdis / Harriet Ward, Corporate Broking
Allenby Capital Limited (Joint Broker)	Tel: +44 (0) 20 3002 2073
Nick Naylor / Alex Brearley / Vivek Bhardwaj, Corporate Finance
Jos Pinnington, Sales and Corporate Broking
OAK Securities (Joint Broker)	Tel: +44 (0) 20 3973 3678
Jerry Keen / Calvin Man, Corporate Broking

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