Proposed Fundraise and Acquisition

12 December 2025

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, 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 SOUTH AFRICA 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, INCLUDING THE APPENDIX, 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 SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.

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.

Proposed Fundraising to raise up to £6.41 million, comprising
Placing and Subscription to raise £5.91 million
Retail Offer to existing shareholders to raise up to £0.5 million, each at 0.5 pence per Ordinary Share
Proposed Acquisition of Intelligent Resource Management Limited
Proposed amendment to Haydale Articles of Association
Change of Name
Change of Accounting Reference Date
Notice of intention to exercise Convertible Loan Notes
And
Notice of General Meeting

Transaction Highlights:

  • Haydale today announces a transformational acquisition and funding package designed to accelerate its transition into a graphene-enabled clean-technology platform with scaled market access.
  • The Company has conditionally agreed to acquire Intelligent Resource Management Limited (trading as "SaveMoneyCutCarbon" or "SMCC"), a proven, end-to-end energy-efficiency solutions provider, for a total all-share consideration of up to £17.11 million (based on the Haydale Share Price), or £24.0 million at the respective allotment prices of the Consideration Shares (being 0.645p, 0.9675p and 1.6125p).
  • The acquisition immediately provides Haydale with:
    1. a national, nil-cost customer-acquisition engine through SMCC's Impact Partner Programme;
    2. an established B2B sales, design and project-delivery capability; and
    3. a scalable commercial platform through which JustHeat and future Haydale technologies can be deployed at speed.
  • The initial consideration of £11.16 million will be satisfied on completion of the Acquisition through the issue of new Ordinary Shares.
    A further up to £5.95 million of deferred consideration will be payable in new Ordinary Shares over the following five years, subject to Haydale's share-price achieving 1.5x and 2.5x the Initial Acquisition Allotment Price of 0.645p.
  • This structure aligns all stakeholders with long-term value creation while preserving cash resources for scale-up.
  • Mark Sait, co-founder and CEO of SMCC to join the Haydale board on completion as Chief Commercial Officer.
  • SMCC brings a complementary, proven commercial engine to Haydale. Through strategic partnerships with major UK banks (Barclays Bank, Lloyds and Santander) and utilities such as Wave, SMCC receives qualified referrals from trusted channels at effectively zero ongoing customer acquisition cost. This creates a scalable pipeline into which Haydale can integrate JustHeat and future graphene-enabled products.
  • SMCC is an end-to-end sustainability solutions provider with a proven record of enabling organisations to reduce energy, water and carbon at scale and benefit from the resulting cost savings.
    1. Combines ESG consultancy services, project delivery, and distribution and installation services of smart building, energy efficiency and sustainability technologies, providing access to an array of efficiency products, and technology platforms.
    2. Business model includes a key point of differentiation via the Impact Partner Programme, providing a highly efficient, nil-cost customer acquisition model. Through strategic partnerships with three UK banks, namely Barclays Bank, Lloyds and Santander, as well as water utilities such as Wave (a joint venture between Anglian Water and Northumbrian Water), SMCC benefits from a trusted referral channel through which Impact Partners can actively direct qualified corporate and SME clients to SMCC.
  • Leveraging SMCC's Impact Partner programme will provide Haydale with a highly efficient and effective, nil-cost customer acquisition model in the B2B space, with SMCC's sales, design and product specification capabilities enabling JustHeat to be sold as part of an end-to-end energy efficiency solution.
  • Acquisition provides a strategic, transformational leap in Haydale's commercial evolution, creating a scalable platform business that significantly accelerates its distribution capacity and market reach, positioning the Enlarged Group as a graphene-enabled technology platform delivering practical decarbonisation solutions and foundational materials for the global energy-efficiency transition.
  • To support the Enlarged Group's growth plan and capitalise on the commercial opportunities unlocked by the Acquisition, Haydale also proposes to raise up to £6.41 million through a Placing, Subscription and Retail Offer, all at 0.5 pence per share.
    1. Placing and Subscription of 1,182,180,000 new Ordinary Shares to raise £5.91 million (before expenses).
    2. Placing to be conducted by way of an accelerated bookbuild ("ABB") which will be launched immediately following this announcement in accordance with the terms and conditions set out in the appendix to this Announcement.
    3. Subscriptions of £20,000 in aggregate expected from Theresa Wallis, a Director of Haydale and Mark Sait, proposed Haydale director.
    4. Quidos and Barclays to invest £0.5 million each through the Fundraising.
    5. Retail Offer to existing shareholders via the Bookbuild Platform to raise further gross proceeds of up to £0.5 million.
  • A further 23,404,142 new Ordinary Shares will be issued to the SMCC CLN Holders on Second Admission in lieu of interest and monitoring fees outstanding and payable by SMCC to them as at Second Admission.
  • The Board also intends to change the Company's name to Haydale plc, reflecting the evolution of the Group into a broader clean-technology platform. Change expected to become effective between today's date and the date of the General Meeting; further announcement to be made once change effective. The Company's ticker symbol will remain as "HAYD".
  • Change of accounting reference date from 30 June to 30 September to align Haydale with SMCC.
  • Notice of intention to exercise £0.5 million of Haydale Convertible Loan Notes (plus interest due) received today from Octopus resulting in the expected issue of 417,883,894 new Ordinary Shares immediately following this announcement, with Admission of these Ordinary Shares to trading on AIM expected to take place on 18 December 2025.
  • Barclays to become 15.34 per cent. shareholder of Haydale.
  • Proposed amendments to Articles to accommodate holdings in Haydale by entities subject to the U.S. Bank Holding Company Act (such as Barclays).

Completion of the Fundraising and Acquisition are each conditional upon, inter alia, Shareholder approval at the General Meeting to be convened on 6 January 2026. A circular containing further details of the Fundraising, the Acquisition and containing the Notice of General Meeting is expected to be despatched to Shareholders on 15 December 2025. Following its publication, the Circular will be available on the Company's website at https://www.haydale-ir.com/share-information/shareholder-information.asp.

Commenting on today's developments, Simon Turek, Chief Executive, said:

"This transaction marks a pivotal step in Haydale's evolution. Over the past year we have reshaped the Group into a focused, commercially driven clean-technology business with world-class graphene products ready for scale.

By combining Haydale's patented materials platform and the growing commercial momentum behind JustHeat with SMCC's national market-access engine, delivery capability and trusted partnerships with major UK banks and utilities, we are creating a scalable platform able to deploy energy-efficiency solutions at pace and at meaningful scale.

The Enlarged Group will be exceptionally well positioned to serve the accelerating demand for practical decarbonisation in the built environment. I look forward to working with Mark and the SMCC team as we unlock the next phase of growth together."

Mark Sait, SMCC co-founder and Chief Executive and proposed Director of Haydale said:

"This acquisition marks a major transitional step for SaveMoneyCutCarbon at a pivotal point in our journey. We are moving from successfully piloting our unique Impact Partner Platform to UK-wide rollouts with banks and utility companies - helping businesses across the country reduce their energy and water bills, while supporting the broader transition to NetZero.

Joining Haydale Plc aligns us with an ambitious vision focused on harnessing the decarbonisation of the built environment and unlocking the thermal properties of graphene, to help clients reduce both energy consumption and carbon emissions.

SaveMoneyCutCarbon has built what we believe is the first fully integrated value chain to address the significant opportunity and pressing need in retrofitting the built environment. Becoming part of Haydale adds an innovative, award-winning new product -JustHeat - to our platform, while providing Haydale with overnight access to our proven B2B delivery model, experienced team, and established route to market. We support clients from initial design, installation support, smart finance and fulfilment via a single online order, through to major project delivery -accelerating both awareness and sales of JustHeat.

In parallel, the acquisition will accelerate the growth of our Impact Partner programme, which is now deploying rapidly across the UK and already reaching thousands of business customers seeking to cut energy, water and carbon - all of which JustHeat directly supports.

I'm excited to join Haydale and work closely with the Board and team to grow the Enlarged Group and deliver even greater impact for customers and partners."

Steven Poulter, Head of Barclays Climate Ventures said:

"Barclays is committed to scaling climate tech with a mandate to invest up to £500m of our own equity capital into these start-ups. Since our initial investment in SaveMoneyCutCarbon in 2020, we have worked together to help businesses reduce carbon, energy and water usage. This transaction represents the next stage of SaveMoneyCutCarbon's growth, which provides an opportunity to scale its platform and deliver greater impact for businesses seeking to lower emissions."

Cavendish, Allenby Capital and OAK Securities are acting as Joint Brokers in relation to the Placing.

Defined terms in this Announcement are set out at the end of this Announcement.

 

For further information

Haydale Graphene Industries plc


Simon Turek, CEO Tel: +44 (0) 1269 842 946
Patrick Carter, CFO  
   
Cavendish Capital Markets Limited (Nominated Adviser & 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