22 February 2019
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.
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.
("Haydale" or the "Company")
Result of Placing and Subscription announced today of 200,000,000 new Ordinary Shares at 2 pence per share to raise £4.0 million before expenses
Open Offer to raise up to £4.0 million
(together the "Fundraising")
Notice of General Meeting
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 2 pence per New Ordinary Share (the "Issue Price"), representing a discount of approximately 83 per cent. to the closing price of 11.88 pence on 21 February 2019, 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 £8.0 million (assuming take-up in full under the Open Offer and all the New Shares are issued). On this basis, it is expected that the New Ordinary Shares will represent approximately 93 per cent. of the enlarged issued ordinary share capital of the Company (assuming all the New Ordinary Shares are issued).
A Circular containing further details of the Fundraising, a notice convening the General Meeting and an application form in respect of the Open Offer (the "Application Form") are expected to be despatched to Shareholders today and will thereafter be available on the Company's website at www.haydale.com.
Further details of the Open Offer are set out below:
The Company considers it important that Qualifying Shareholders have an opportunity (where it is practicable for them to do so) to participate at the same price per Ordinary Share as the Placing and accordingly the Company is making the Open Offer to Qualifying Shareholders. The Company is proposing to raise a maximum of £4.0 million (before expenses) (assuming full take up of the Open Offer but being less than the €8 million maximum amount permitted without requiring the publication by the Company of a prospectus under the Prospectus Rules) through the issue of up to 200,000,000 Open Offer Shares.
The Open Offer Shares are available to Qualifying Shareholders pursuant to the Open Offer at the Issue Price of 2 pence per Open Offer Share (being the same price as the price at which New Shares are being issued pursuant to the Placing), payable in full on acceptance. Any Open Offer Shares not applied for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.
The Open Offer is conditional, amongst other things, on the following:
i. the passing of the Resolutions at the General Meeting;
ii. completion of the Placing and the Subscription;
iii. the Placing and Open Offer Agreement not being terminated prior to Admission and becoming and being declared otherwise unconditional in all respects; and
iv. Admission of the Open Offer Shares becoming effective on or before 8.00 a.m. on 13 March 2019 (or such later date and/or time as the Company and Arden may agree, being no later than 27 March 2019).
On, and subject to the terms and conditions of the Open Offer, the Company will invite Qualifying Shareholders to apply for their Basic Entitlement of Open Offer Shares at the Issue Price. Each Qualifying Shareholder's Basic Entitlement has been calculated on the following basis:
7 Open Offer Shares for every 1 Existing Ordinary Share held at the Record Date
Basic Entitlements will be rounded down to the nearest whole number of Ordinary Shares.
Qualifying Shareholders will also be invited to apply for additional Open Offer Shares (up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer) as an Excess Entitlement. Any Open Offer Shares not issued to a Qualifying Shareholder pursuant to their Basic Entitlement will be apportioned between those Qualifying Shareholders who have applied for an Excess Entitlement at the sole discretion of the Board, provided that no Qualifying Shareholder shall be required to subscribe for more Open Offer Shares than he or she has specified on the Application Form or through CREST.
The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Ordinary Shares in issue at that time, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission of them.
Qualifying Shareholders should note that the Open Offer is not a ''rights issue''. Invitations to apply under the Open Offer are not transferable unless to satisfy bona fide market claims. Qualifying non-CREST Shareholders should be aware that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should also be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market nor will they be placed for the benefit of Qualifying Shareholders who do not apply for Open Offer Shares under the Open Offer.
Settlement and dealings
Application will be made to the London Stock Exchange for Admission of the Open Offer Shares. It is expected that such Admission will become effective and that dealings will commence at 8.00 a.m. on 13 March 2019.
The Open Offer Shares have not been and are not intended to be registered or qualified for sale in any jurisdiction other than the United Kingdom. Accordingly, unless otherwise determined by the Company and effected by the Company in a lawful manner, the Application Form will not be sent to existing shareholders with registered addresses in any jurisdiction other than the United Kingdom since to do so would require compliance with the relevant securities laws of that jurisdiction. The Company reserves the right to treat as invalid any application or purported application for Open Offer Shares which appears to the Company or its agents or professional advisers to have been executed, effected or despatched in a manner which may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents or professional advisers believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of share certificates for Open Offer Shares, or in the case of a credit of Open Offer Shares in CREST, to a CREST member whose registered address would not be in the UK.
Notwithstanding the foregoing and any other provision of the Circular or the Application Form, the Company reserves the right to permit any Qualifying Shareholder to apply for Open Offer Shares if the Company, in their sole and absolute discretion, are satisfied that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question.
Part III of the Circular together with the accompanying Application Form, in the case of Qualifying non-CREST Shareholders, will contain the terms and conditions of the Open Offer.
If a Qualifying Shareholder does not wish to apply for Open Offer Shares he should not complete or return the Application Form or send a USE message through CREST.
|Record Date for entitlement under the Open Offer||6.00 p.m.||20 February 2019|
|Announcement of the Placing, Subscription and Open Offer||22 February 2019|
|Publication of Circular and Open Offer Application Form posted to Qualifying Shareholders||22 February 2019|
|Ex-entitlement Date of the Open Offer||8.00 a.m.||22 February 2019|
|Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST||As soon as possible after 8.00 a.m.||25 February 2019|
|Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST||4.30 p.m.||5 March 2019|
|Latest time and date for depositing Open Offer Entitlements into CREST||3.00 p.m.||6 March 2019|
|Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)||3.00 p.m.||7 March 2019|
|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||10.00 a.m.||8 March 2019|
|Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)||11.00 a.m.||11 March 2019|
|Announcement of the result of the Open Offer||12 March 2019|
|General Meeting||10.00 a.m.||12 March 2019|
|Announcement of result of General Meeting||.||12 March 2019|
|Admission and commencement of dealings in the New Shares||8.00 a.m.||13 March 2019|
|New Shares in uncertificated form expected to be credited to accounts in CREST||As soon as possible after 8.00 a.m.||13 March 2019|
|Despatch of definitive share certificates for the New Shares in certificated form||By||27 March 2019|
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 12 March 2019 and notice of which is being posted to Shareholders today. 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 Shareholders can apply for Open Offer Shares). The Circular, Form of Proxy and Application Form will be available from today until the earlier of Placing Admission and 27 March 2019 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 7:01 a.m. on 22 February 2019 unless otherwise defined herein.
|Haydale Group||Tel: 01269 842 946|
|David Banks||Interim Executive Chairman|
|Arden Partners||Tel: 0207 614 5900|
|Paul Shackleton / Ruari McGirr / Benjamin Cryer||Corporate Finance|
|Fraser Marshall||Corporate Broking|