10 October 2017
Result of Placing and Subscription announced today of 5,833,333 new Ordinary Shares at 120 pence per share to raise £7.0 million before expenses
Conditional Offer of up to 2,500,000 Offer Shares (the “Offer Maximum”) to Qualifying Participants
(together the "Fundraising")
Notice of General Meeting
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, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE IN THE APPENDIX TO THIS ANNOUNCEMENT.
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. 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 ("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.
Further to the announcement made earlier today, Haydale is pleased to announce a conditional Fundraising comprising:
The Fundraising has been conducted at an Issue Price of 120 pence per New Ordinary Share (the “Issue Price”), representing a discount of approximately 32 per cent. to the closing price of 176 pence on 9 October 2017, being the last business day before the announcement of the Fundraising.
Based on the Issue Price, the gross proceeds of the Fundraising will be up to approximately £10.0 million (assuming that Qualifying Participants subscribe all the Offer Shares in full under the Offer in full and all the New Ordinary Shares are issued). On this basis, it is expected that the New Ordinary Shares will represent approximately 14 per cent. of the enlarged issued ordinary share capital of the Company (assuming all the New Ordinary Shares are issued).
Please note that the Subscription Shares and Offer Shares will only be delivered in certificated form (i.e. not in CREST).
A Circular containing further details of the Fundraising, a notice convening the General Meeting and an application form in respect of the Offer (the “Application Form”) are expected to be despatched to Shareholders tomorrow and will thereafter be available on the Company’s website at www.haydale.com.
Further details of the Offer are set out below:
Please note that:
Application will be made to the London Stock Exchange for the Admission (i.e. Placing Admission, Subscription Admission and Offer Admission) of the New Ordinary Shares to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on 30 October 2017 and that dealings in the New Ordinary Shares will commence at that time. There is no guarantee that the Offer will be subscribed in full.
|Offer Record Date||9 October 2017|
|Publication of the Circular, Form of Proxy and Application Form||11 October|
|Latest time and date for receipt of completed Forms of Proxy and receipt of electronic proxy appointments via the CREST system for the General Meeting and latest time for receipt of completed Application Forms and payment in full under the Offer||10.00 a.m. on 25 October|
|General Meeting||10.00 a.m. on 27 October|
|Announcement of results of General Meeting and the Offer||27 October|
|Admission and commencement of dealings in the New Ordinary Shares on AIM and CREST accounts expected to be credited for the New Ordinary Shares in uncertificated form||8.00 a.m. on 30 October|
|Expected date for posting of share certificates for the New Ordinary Shares in certificated form pursuant to the Offer||13 November|
Related party transactions
David Banks, Ray Gibbs and Matt Wood, Directors of the Company, have agreed to subscribe for 58,333 New Ordinary Shares through the Subscription. It is expected that the Directors' interests following completion of the Fundraising (assuming all the New Ordinary Shares (including for the avoidance of doubt the Offer Shares) are issued) will be as follows:
|No. of New Ordinary Shares to be acquired pursuant to the terms of the Subscription||Aggregate value at Issue Price||Resulting holding following Admission||% of enlarged issued voting share capital|
Participation by certain Directors (as per the table above) in the Fundraising through the Subscription is considered a "related party transaction" under the AIM Rules. The Directors (other than David Banks, Ray Gibbs and Matt Wood) consider, having consulted with Cairn Financial Advisers LLP, the Company's Nominated Adviser, that the terms of participation for David Banks, Ray Gibbs and Matt Wood in the Subscription are fair and reasonable in so far as its Shareholders are concerned.
Notice of General Meeting
Each of the elements of the Fundraising are conditional on, inter alia, the passing of all of the resolutions at the General Meeting, to be held at the offices of Fieldfisher LLP, 9th Floor, Riverbank House, 2 Swan Lane, London, EC4R 3TT at 10.00 a.m. on 27 October 2017 and notice of which is being posted to Shareholders tomorrow. The Resolutions to be proposed at the General Meeting, are, inter alia, to provide the Company with the authority to issue and allot the New Ordinary Shares.
A copy of the Circular, which includes notice of the General Meeting, will be posted to shareholders shortly (with the Form of Proxy for use in connection with the General Meeting and also the Application Form by which Qualifying Participants can apply for Offer Shares). The Circular, Form of Proxy and Application Form and will be available from tomorrow until the earlier of Placing Admission and 10 November 2017 on the Company's website www.haydale.com.
All terms in this announcement have the meaning given to them in the announcement made by the Company at 7:00 a.m. on 10 October 2017 unless otherwise defined herein.
|Haydale Group||Tel: 01269 842 946|
|Ray Gibbs||Chief Executive|
|Matt Wood||Finance Director|
|Cairn Financial Advisers LLP||Tel: 020 7213 0880|
|Tony Rawlinson / Emma Earl|
|Arden Partners||Tel: 0207 614 5900|
|Ruari McGirr / Benjamin Cryer||Corporate Finance|
|Fraser Marshall||Corporate Broking|
|Buchanan Communications Limited||Tel: 020 7466 5000|
|Henry Harrison-Topham / Jamie Hooper / Gemma Mostyn-Owen|