2024

Adoption of new EMI share option scheme, Grant of share options, Lapse of 2014 EMI share option scheme and 2017 LTIP PDMR dealings

14 January 2020

Haydale (AIM: HAYD), the global advanced materials group announces that on 13 January 2020, the Company adopted a new EMI share option scheme ("2020 EMI Scheme") and that the Board of the Company ("Board") has also granted options under the 2020 EMI Scheme ("2020 Options") to certain directors of the Company ("Directors") and staff of the Group over an aggregate of 34,100,000 ordinary shares of 2p each in the capital of the Company ("Ordinary Shares") pursuant to the 2020 EMI Scheme Rules. The grant of the 2020 Options to the Directors and certain of the key staff of the Group ("Grant") are each related party transactions as defined in AIM Rule 13.

As part of the adoption of the 2020 EMI Scheme, the Company’s two existing share incentive schemes, the 2014 EMI share option scheme adopted by the Company in April 2014 ("2014 EMI Scheme") and the 2017 LTIP adopted by the Company in December 2017 ("2017 LTIP") will lapse.

Background to the 2020 EMI Scheme

Management changes at Haydale over the last 18 months, together with new strategic direction and new hires has meant that the Company’s previous share incentive schemes were not relevant for the business today. Accordingly, having consulted with a number of the Company’s key shareholders and its advisers, the Company has adopted the 2020 EMI Scheme which will enable the Company to retain, incentivise and reward its staff. The 2020 EMI Scheme has been structured to ensure that value is created for shareholders before any value is delivered to Directors and key staff ("Key Management"). Holders of 2020 Options will only accrue value in the event that the Company’s share price materially increases, thereby aligning the interests of the Key Management with those of shareholders, as set out below.

Terms of the 2020 EMI Scheme

All of the Options granted have an exercise price of 2.25p per Ordinary Share (being a 19.7 % premium to the closing mid–market price of the Company’s Ordinary Shares on 10 January 2020, the last trading day before the Grant) and can only be exercised between the third and tenth anniversary of Grant ("Exercise Period"). The proportion of the 2020 Options granted that are capable of vesting is dependent on certain performance conditions being met, with such performance being directly linked to the performance of the Company’s share price over the period to 30th September 2023 as follows:

 

% of Grant subject to the Performance Condition Performance Condition
30% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2021, the closing price of the Ordinary Shares exceeds 4.0p (four pence) per Ordinary Share.
30% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2022, the closing price of the Ordinary Shares exceeds 8.0p (eight pence) per Ordinary Share.
40% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2023, the closing price of the Ordinary Shares exceeds 16.0p (sixteen pence) per Ordinary Share.

 

There are no other vesting criteria. Accordingly, should the Company’s closing mid–market share price not reach and remain at, or above, 4.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2021 ("Minimum Target"), then 30% of the Grant will lapse. Furthermore, should the Company’s closing mid–market share price not reach and remain at, or above, 8.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2022, then a further 30% of the Grant will lapse, and should the Company’s closing mid–market share price not reach and remain at, or above, 16.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2023 ("Maximum Target"), then the balance of 40% of the Grant will lapse. The Minimum Target and the Maximum Target represent premiums of approximately 112% and 851%, respectively, to the closing mid–market price of the Company’s Ordinary Shares as at 10 January 2020, being the last trading day before the Grant.

The 2020 Options may lapse in the event of cessation of employment save for certain circumstances, including inter alia, redundancy or retirement in which case, at the Company’s sole discretion and, subject to performance criteria being met, the Exercise Period may be accelerated. The Exercise Period may also be accelerated in the event of a change of control of the Company.

The Grant represents approximately 10% of the Company’s issued ordinary share capital. Of the 2020 Options granted, 22,500,000 were granted to directors of the Company and its subsidiaries, as follows:

Director’s name and employing Group company Number of 2020 Options granted Number of 2020 Options held following Grant Total beneficial holding of Ordinary Shares % of current issued share capital
Keith Broadbent (Haydale Graphene Industries Plc) 12,000,000 12,000,000 500,000 0.15
Mark Chapman (Haydale Graphene Industries Plc) 7,000,000 7,000,000 – –
David Davies (Haydale Ltd) 2,000,000 2,000,000 50,671 0.01
Nicholas Weatherby (Haydale Composite Solutions Ltd) 1,500,000 1,500,000 – –

 

The Company’s Remuneration Committee retains the ability to amend the performance conditions for the 2020 Options and for future grants to ensure that such grants achieve the stated purpose.

Related Party Transactions

The Grants to the Directors and the subsidiary directors of the 2020 Options, as outlined above, are related party transactions for the purposes of Rule 13 of the AIM Rules for Companies.  Accordingly, the independent directors of the Company (being David Banks, Graham Eves and Roger Humm) consider, having consulted with the Company’s nominated adviser, Arden Partners Plc, that the terms of each of the Grants, as outlined above, are fair and reasonable insofar as Shareholders are concerned.

Following the Grants, the Company’s total number of Options outstanding as at the date of this announcement is 34,100,000 representing approximately 10% of the Company’s existing issued share capital.

The number of ordinary shares currently in issue is 340,223,848 and it is this number that has been used to calculate the above percentage shareholdings.

The notification set out below is provided in accordance with the requirements of the EU Market Abuse Regulation. 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Keith Broadbent
2 Reason for notification
a. Position/Status Chief Executive Officer of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 12,000,000
d. Aggregated information
– Aggregated Volume
– Price		 12,000,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Mark Chapman
2 Reason for notification
a. Position/Status Finance Director of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 7,000,000
d. Aggregated information
– Aggregated Volume
– Price		 7,000,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name David Davies
2 Reason for notification
a. Position/Status Director of Haydale Ltd, a subsidiary of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 2,000,000
d. Aggregated information
– Aggregated Volume
– Price		 1,600,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Nicholas Weatherby
2 Reason for notification
a. Position/Status Director of Haydale Composite Solutions Ltd, a subsidiary of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 1,500,000
d. Aggregated information
– Aggregated Volume
– Price		 1,500,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

For further information:

Haydale Graphene Industries plc
Keith Broadbent, CEO Tel: +44 (0) 1269 842 946
Gemma Smith, Global Head of Marketing www.haydale.com
Arden Partners plc (Nominated Adviser & Broker)
Ruari McGirr / Paul Shackleton / Ben Cryer Tel: +44 (0) 20 7614 5900

 

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 and China and operates from 6 sites in the UK, USA and the Far East.

For more information please visit:www.haydale.com 

Twitter: @haydalegraphene 

 

2023

Adoption of new EMI share option scheme, Grant of share options, Lapse of 2014 EMI share option scheme and 2017 LTIP PDMR dealings

14 January 2020

Haydale (AIM: HAYD), the global advanced materials group announces that on 13 January 2020, the Company adopted a new EMI share option scheme ("2020 EMI Scheme") and that the Board of the Company ("Board") has also granted options under the 2020 EMI Scheme ("2020 Options") to certain directors of the Company ("Directors") and staff of the Group over an aggregate of 34,100,000 ordinary shares of 2p each in the capital of the Company ("Ordinary Shares") pursuant to the 2020 EMI Scheme Rules. The grant of the 2020 Options to the Directors and certain of the key staff of the Group ("Grant") are each related party transactions as defined in AIM Rule 13.

As part of the adoption of the 2020 EMI Scheme, the Company’s two existing share incentive schemes, the 2014 EMI share option scheme adopted by the Company in April 2014 ("2014 EMI Scheme") and the 2017 LTIP adopted by the Company in December 2017 ("2017 LTIP") will lapse.

Background to the 2020 EMI Scheme

Management changes at Haydale over the last 18 months, together with new strategic direction and new hires has meant that the Company’s previous share incentive schemes were not relevant for the business today. Accordingly, having consulted with a number of the Company’s key shareholders and its advisers, the Company has adopted the 2020 EMI Scheme which will enable the Company to retain, incentivise and reward its staff. The 2020 EMI Scheme has been structured to ensure that value is created for shareholders before any value is delivered to Directors and key staff ("Key Management"). Holders of 2020 Options will only accrue value in the event that the Company’s share price materially increases, thereby aligning the interests of the Key Management with those of shareholders, as set out below.

Terms of the 2020 EMI Scheme

All of the Options granted have an exercise price of 2.25p per Ordinary Share (being a 19.7 % premium to the closing mid–market price of the Company’s Ordinary Shares on 10 January 2020, the last trading day before the Grant) and can only be exercised between the third and tenth anniversary of Grant ("Exercise Period"). The proportion of the 2020 Options granted that are capable of vesting is dependent on certain performance conditions being met, with such performance being directly linked to the performance of the Company’s share price over the period to 30th September 2023 as follows:

 

% of Grant subject to the Performance Condition Performance Condition
30% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2021, the closing price of the Ordinary Shares exceeds 4.0p (four pence) per Ordinary Share.
30% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2022, the closing price of the Ordinary Shares exceeds 8.0p (eight pence) per Ordinary Share.
40% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2023, the closing price of the Ordinary Shares exceeds 16.0p (sixteen pence) per Ordinary Share.

 

There are no other vesting criteria. Accordingly, should the Company’s closing mid–market share price not reach and remain at, or above, 4.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2021 ("Minimum Target"), then 30% of the Grant will lapse. Furthermore, should the Company’s closing mid–market share price not reach and remain at, or above, 8.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2022, then a further 30% of the Grant will lapse, and should the Company’s closing mid–market share price not reach and remain at, or above, 16.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2023 ("Maximum Target"), then the balance of 40% of the Grant will lapse. The Minimum Target and the Maximum Target represent premiums of approximately 112% and 851%, respectively, to the closing mid–market price of the Company’s Ordinary Shares as at 10 January 2020, being the last trading day before the Grant.

The 2020 Options may lapse in the event of cessation of employment save for certain circumstances, including inter alia, redundancy or retirement in which case, at the Company’s sole discretion and, subject to performance criteria being met, the Exercise Period may be accelerated. The Exercise Period may also be accelerated in the event of a change of control of the Company.

The Grant represents approximately 10% of the Company’s issued ordinary share capital. Of the 2020 Options granted, 22,500,000 were granted to directors of the Company and its subsidiaries, as follows:

Director’s name and employing Group company Number of 2020 Options granted Number of 2020 Options held following Grant Total beneficial holding of Ordinary Shares % of current issued share capital
Keith Broadbent (Haydale Graphene Industries Plc) 12,000,000 12,000,000 500,000 0.15
Mark Chapman (Haydale Graphene Industries Plc) 7,000,000 7,000,000 – –
David Davies (Haydale Ltd) 2,000,000 2,000,000 50,671 0.01
Nicholas Weatherby (Haydale Composite Solutions Ltd) 1,500,000 1,500,000 – –

 

The Company’s Remuneration Committee retains the ability to amend the performance conditions for the 2020 Options and for future grants to ensure that such grants achieve the stated purpose.

Related Party Transactions

The Grants to the Directors and the subsidiary directors of the 2020 Options, as outlined above, are related party transactions for the purposes of Rule 13 of the AIM Rules for Companies.  Accordingly, the independent directors of the Company (being David Banks, Graham Eves and Roger Humm) consider, having consulted with the Company’s nominated adviser, Arden Partners Plc, that the terms of each of the Grants, as outlined above, are fair and reasonable insofar as Shareholders are concerned.

Following the Grants, the Company’s total number of Options outstanding as at the date of this announcement is 34,100,000 representing approximately 10% of the Company’s existing issued share capital.

The number of ordinary shares currently in issue is 340,223,848 and it is this number that has been used to calculate the above percentage shareholdings.

The notification set out below is provided in accordance with the requirements of the EU Market Abuse Regulation. 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Keith Broadbent
2 Reason for notification
a. Position/Status Chief Executive Officer of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 12,000,000
d. Aggregated information
– Aggregated Volume
– Price		 12,000,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Mark Chapman
2 Reason for notification
a. Position/Status Finance Director of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 7,000,000
d. Aggregated information
– Aggregated Volume
– Price		 7,000,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name David Davies
2 Reason for notification
a. Position/Status Director of Haydale Ltd, a subsidiary of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 2,000,000
d. Aggregated information
– Aggregated Volume
– Price		 1,600,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Nicholas Weatherby
2 Reason for notification
a. Position/Status Director of Haydale Composite Solutions Ltd, a subsidiary of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 1,500,000
d. Aggregated information
– Aggregated Volume
– Price		 1,500,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

For further information:

Haydale Graphene Industries plc
Keith Broadbent, CEO Tel: +44 (0) 1269 842 946
Gemma Smith, Global Head of Marketing www.haydale.com
Arden Partners plc (Nominated Adviser & Broker)
Ruari McGirr / Paul Shackleton / Ben Cryer Tel: +44 (0) 20 7614 5900

 

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 and China and operates from 6 sites in the UK, USA and the Far East.

For more information please visit:www.haydale.com 

Twitter: @haydalegraphene 

 

2022

Adoption of new EMI share option scheme, Grant of share options, Lapse of 2014 EMI share option scheme and 2017 LTIP PDMR dealings

14 January 2020

Haydale (AIM: HAYD), the global advanced materials group announces that on 13 January 2020, the Company adopted a new EMI share option scheme ("2020 EMI Scheme") and that the Board of the Company ("Board") has also granted options under the 2020 EMI Scheme ("2020 Options") to certain directors of the Company ("Directors") and staff of the Group over an aggregate of 34,100,000 ordinary shares of 2p each in the capital of the Company ("Ordinary Shares") pursuant to the 2020 EMI Scheme Rules. The grant of the 2020 Options to the Directors and certain of the key staff of the Group ("Grant") are each related party transactions as defined in AIM Rule 13.

As part of the adoption of the 2020 EMI Scheme, the Company’s two existing share incentive schemes, the 2014 EMI share option scheme adopted by the Company in April 2014 ("2014 EMI Scheme") and the 2017 LTIP adopted by the Company in December 2017 ("2017 LTIP") will lapse.

Background to the 2020 EMI Scheme

Management changes at Haydale over the last 18 months, together with new strategic direction and new hires has meant that the Company’s previous share incentive schemes were not relevant for the business today. Accordingly, having consulted with a number of the Company’s key shareholders and its advisers, the Company has adopted the 2020 EMI Scheme which will enable the Company to retain, incentivise and reward its staff. The 2020 EMI Scheme has been structured to ensure that value is created for shareholders before any value is delivered to Directors and key staff ("Key Management"). Holders of 2020 Options will only accrue value in the event that the Company’s share price materially increases, thereby aligning the interests of the Key Management with those of shareholders, as set out below.

Terms of the 2020 EMI Scheme

All of the Options granted have an exercise price of 2.25p per Ordinary Share (being a 19.7 % premium to the closing mid–market price of the Company’s Ordinary Shares on 10 January 2020, the last trading day before the Grant) and can only be exercised between the third and tenth anniversary of Grant ("Exercise Period"). The proportion of the 2020 Options granted that are capable of vesting is dependent on certain performance conditions being met, with such performance being directly linked to the performance of the Company’s share price over the period to 30th September 2023 as follows:

 

% of Grant subject to the Performance Condition Performance Condition
30% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2021, the closing price of the Ordinary Shares exceeds 4.0p (four pence) per Ordinary Share.
30% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2022, the closing price of the Ordinary Shares exceeds 8.0p (eight pence) per Ordinary Share.
40% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2023, the closing price of the Ordinary Shares exceeds 16.0p (sixteen pence) per Ordinary Share.

 

There are no other vesting criteria. Accordingly, should the Company’s closing mid–market share price not reach and remain at, or above, 4.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2021 ("Minimum Target"), then 30% of the Grant will lapse. Furthermore, should the Company’s closing mid–market share price not reach and remain at, or above, 8.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2022, then a further 30% of the Grant will lapse, and should the Company’s closing mid–market share price not reach and remain at, or above, 16.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2023 ("Maximum Target"), then the balance of 40% of the Grant will lapse. The Minimum Target and the Maximum Target represent premiums of approximately 112% and 851%, respectively, to the closing mid–market price of the Company’s Ordinary Shares as at 10 January 2020, being the last trading day before the Grant.

The 2020 Options may lapse in the event of cessation of employment save for certain circumstances, including inter alia, redundancy or retirement in which case, at the Company’s sole discretion and, subject to performance criteria being met, the Exercise Period may be accelerated. The Exercise Period may also be accelerated in the event of a change of control of the Company.

The Grant represents approximately 10% of the Company’s issued ordinary share capital. Of the 2020 Options granted, 22,500,000 were granted to directors of the Company and its subsidiaries, as follows:

Director’s name and employing Group company Number of 2020 Options granted Number of 2020 Options held following Grant Total beneficial holding of Ordinary Shares % of current issued share capital
Keith Broadbent (Haydale Graphene Industries Plc) 12,000,000 12,000,000 500,000 0.15
Mark Chapman (Haydale Graphene Industries Plc) 7,000,000 7,000,000 – –
David Davies (Haydale Ltd) 2,000,000 2,000,000 50,671 0.01
Nicholas Weatherby (Haydale Composite Solutions Ltd) 1,500,000 1,500,000 – –

 

The Company’s Remuneration Committee retains the ability to amend the performance conditions for the 2020 Options and for future grants to ensure that such grants achieve the stated purpose.

Related Party Transactions

The Grants to the Directors and the subsidiary directors of the 2020 Options, as outlined above, are related party transactions for the purposes of Rule 13 of the AIM Rules for Companies.  Accordingly, the independent directors of the Company (being David Banks, Graham Eves and Roger Humm) consider, having consulted with the Company’s nominated adviser, Arden Partners Plc, that the terms of each of the Grants, as outlined above, are fair and reasonable insofar as Shareholders are concerned.

Following the Grants, the Company’s total number of Options outstanding as at the date of this announcement is 34,100,000 representing approximately 10% of the Company’s existing issued share capital.

The number of ordinary shares currently in issue is 340,223,848 and it is this number that has been used to calculate the above percentage shareholdings.

The notification set out below is provided in accordance with the requirements of the EU Market Abuse Regulation. 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Keith Broadbent
2 Reason for notification
a. Position/Status Chief Executive Officer of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 12,000,000
d. Aggregated information
– Aggregated Volume
– Price		 12,000,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Mark Chapman
2 Reason for notification
a. Position/Status Finance Director of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 7,000,000
d. Aggregated information
– Aggregated Volume
– Price		 7,000,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name David Davies
2 Reason for notification
a. Position/Status Director of Haydale Ltd, a subsidiary of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 2,000,000
d. Aggregated information
– Aggregated Volume
– Price		 1,600,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Nicholas Weatherby
2 Reason for notification
a. Position/Status Director of Haydale Composite Solutions Ltd, a subsidiary of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 1,500,000
d. Aggregated information
– Aggregated Volume
– Price		 1,500,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

For further information:

Haydale Graphene Industries plc
Keith Broadbent, CEO Tel: +44 (0) 1269 842 946
Gemma Smith, Global Head of Marketing www.haydale.com
Arden Partners plc (Nominated Adviser & Broker)
Ruari McGirr / Paul Shackleton / Ben Cryer Tel: +44 (0) 20 7614 5900

 

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 and China and operates from 6 sites in the UK, USA and the Far East.

For more information please visit:www.haydale.com 

Twitter: @haydalegraphene 

 

2021

Adoption of new EMI share option scheme, Grant of share options, Lapse of 2014 EMI share option scheme and 2017 LTIP PDMR dealings

14 January 2020

Haydale (AIM: HAYD), the global advanced materials group announces that on 13 January 2020, the Company adopted a new EMI share option scheme ("2020 EMI Scheme") and that the Board of the Company ("Board") has also granted options under the 2020 EMI Scheme ("2020 Options") to certain directors of the Company ("Directors") and staff of the Group over an aggregate of 34,100,000 ordinary shares of 2p each in the capital of the Company ("Ordinary Shares") pursuant to the 2020 EMI Scheme Rules. The grant of the 2020 Options to the Directors and certain of the key staff of the Group ("Grant") are each related party transactions as defined in AIM Rule 13.

As part of the adoption of the 2020 EMI Scheme, the Company’s two existing share incentive schemes, the 2014 EMI share option scheme adopted by the Company in April 2014 ("2014 EMI Scheme") and the 2017 LTIP adopted by the Company in December 2017 ("2017 LTIP") will lapse.

Background to the 2020 EMI Scheme

Management changes at Haydale over the last 18 months, together with new strategic direction and new hires has meant that the Company’s previous share incentive schemes were not relevant for the business today. Accordingly, having consulted with a number of the Company’s key shareholders and its advisers, the Company has adopted the 2020 EMI Scheme which will enable the Company to retain, incentivise and reward its staff. The 2020 EMI Scheme has been structured to ensure that value is created for shareholders before any value is delivered to Directors and key staff ("Key Management"). Holders of 2020 Options will only accrue value in the event that the Company’s share price materially increases, thereby aligning the interests of the Key Management with those of shareholders, as set out below.

Terms of the 2020 EMI Scheme

All of the Options granted have an exercise price of 2.25p per Ordinary Share (being a 19.7 % premium to the closing mid–market price of the Company’s Ordinary Shares on 10 January 2020, the last trading day before the Grant) and can only be exercised between the third and tenth anniversary of Grant ("Exercise Period"). The proportion of the 2020 Options granted that are capable of vesting is dependent on certain performance conditions being met, with such performance being directly linked to the performance of the Company’s share price over the period to 30th September 2023 as follows:

 

% of Grant subject to the Performance Condition Performance Condition
30% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2021, the closing price of the Ordinary Shares exceeds 4.0p (four pence) per Ordinary Share.
30% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2022, the closing price of the Ordinary Shares exceeds 8.0p (eight pence) per Ordinary Share.
40% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2023, the closing price of the Ordinary Shares exceeds 16.0p (sixteen pence) per Ordinary Share.

 

There are no other vesting criteria. Accordingly, should the Company’s closing mid–market share price not reach and remain at, or above, 4.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2021 ("Minimum Target"), then 30% of the Grant will lapse. Furthermore, should the Company’s closing mid–market share price not reach and remain at, or above, 8.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2022, then a further 30% of the Grant will lapse, and should the Company’s closing mid–market share price not reach and remain at, or above, 16.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2023 ("Maximum Target"), then the balance of 40% of the Grant will lapse. The Minimum Target and the Maximum Target represent premiums of approximately 112% and 851%, respectively, to the closing mid–market price of the Company’s Ordinary Shares as at 10 January 2020, being the last trading day before the Grant.

The 2020 Options may lapse in the event of cessation of employment save for certain circumstances, including inter alia, redundancy or retirement in which case, at the Company’s sole discretion and, subject to performance criteria being met, the Exercise Period may be accelerated. The Exercise Period may also be accelerated in the event of a change of control of the Company.

The Grant represents approximately 10% of the Company’s issued ordinary share capital. Of the 2020 Options granted, 22,500,000 were granted to directors of the Company and its subsidiaries, as follows:

Director’s name and employing Group company Number of 2020 Options granted Number of 2020 Options held following Grant Total beneficial holding of Ordinary Shares % of current issued share capital
Keith Broadbent (Haydale Graphene Industries Plc) 12,000,000 12,000,000 500,000 0.15
Mark Chapman (Haydale Graphene Industries Plc) 7,000,000 7,000,000 – –
David Davies (Haydale Ltd) 2,000,000 2,000,000 50,671 0.01
Nicholas Weatherby (Haydale Composite Solutions Ltd) 1,500,000 1,500,000 – –

 

The Company’s Remuneration Committee retains the ability to amend the performance conditions for the 2020 Options and for future grants to ensure that such grants achieve the stated purpose.

Related Party Transactions

The Grants to the Directors and the subsidiary directors of the 2020 Options, as outlined above, are related party transactions for the purposes of Rule 13 of the AIM Rules for Companies.  Accordingly, the independent directors of the Company (being David Banks, Graham Eves and Roger Humm) consider, having consulted with the Company’s nominated adviser, Arden Partners Plc, that the terms of each of the Grants, as outlined above, are fair and reasonable insofar as Shareholders are concerned.

Following the Grants, the Company’s total number of Options outstanding as at the date of this announcement is 34,100,000 representing approximately 10% of the Company’s existing issued share capital.

The number of ordinary shares currently in issue is 340,223,848 and it is this number that has been used to calculate the above percentage shareholdings.

The notification set out below is provided in accordance with the requirements of the EU Market Abuse Regulation. 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Keith Broadbent
2 Reason for notification
a. Position/Status Chief Executive Officer of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 12,000,000
d. Aggregated information
– Aggregated Volume
– Price		 12,000,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Mark Chapman
2 Reason for notification
a. Position/Status Finance Director of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 7,000,000
d. Aggregated information
– Aggregated Volume
– Price		 7,000,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name David Davies
2 Reason for notification
a. Position/Status Director of Haydale Ltd, a subsidiary of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 2,000,000
d. Aggregated information
– Aggregated Volume
– Price		 1,600,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Nicholas Weatherby
2 Reason for notification
a. Position/Status Director of Haydale Composite Solutions Ltd, a subsidiary of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 1,500,000
d. Aggregated information
– Aggregated Volume
– Price		 1,500,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

For further information:

Haydale Graphene Industries plc
Keith Broadbent, CEO Tel: +44 (0) 1269 842 946
Gemma Smith, Global Head of Marketing www.haydale.com
Arden Partners plc (Nominated Adviser & Broker)
Ruari McGirr / Paul Shackleton / Ben Cryer Tel: +44 (0) 20 7614 5900

 

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 and China and operates from 6 sites in the UK, USA and the Far East.

For more information please visit:www.haydale.com 

Twitter: @haydalegraphene 

 

2020

Adoption of new EMI share option scheme, Grant of share options, Lapse of 2014 EMI share option scheme and 2017 LTIP PDMR dealings

14 January 2020

Haydale (AIM: HAYD), the global advanced materials group announces that on 13 January 2020, the Company adopted a new EMI share option scheme ("2020 EMI Scheme") and that the Board of the Company ("Board") has also granted options under the 2020 EMI Scheme ("2020 Options") to certain directors of the Company ("Directors") and staff of the Group over an aggregate of 34,100,000 ordinary shares of 2p each in the capital of the Company ("Ordinary Shares") pursuant to the 2020 EMI Scheme Rules. The grant of the 2020 Options to the Directors and certain of the key staff of the Group ("Grant") are each related party transactions as defined in AIM Rule 13.

As part of the adoption of the 2020 EMI Scheme, the Company’s two existing share incentive schemes, the 2014 EMI share option scheme adopted by the Company in April 2014 ("2014 EMI Scheme") and the 2017 LTIP adopted by the Company in December 2017 ("2017 LTIP") will lapse.

Background to the 2020 EMI Scheme

Management changes at Haydale over the last 18 months, together with new strategic direction and new hires has meant that the Company’s previous share incentive schemes were not relevant for the business today. Accordingly, having consulted with a number of the Company’s key shareholders and its advisers, the Company has adopted the 2020 EMI Scheme which will enable the Company to retain, incentivise and reward its staff. The 2020 EMI Scheme has been structured to ensure that value is created for shareholders before any value is delivered to Directors and key staff ("Key Management"). Holders of 2020 Options will only accrue value in the event that the Company’s share price materially increases, thereby aligning the interests of the Key Management with those of shareholders, as set out below.

Terms of the 2020 EMI Scheme

All of the Options granted have an exercise price of 2.25p per Ordinary Share (being a 19.7 % premium to the closing mid–market price of the Company’s Ordinary Shares on 10 January 2020, the last trading day before the Grant) and can only be exercised between the third and tenth anniversary of Grant ("Exercise Period"). The proportion of the 2020 Options granted that are capable of vesting is dependent on certain performance conditions being met, with such performance being directly linked to the performance of the Company’s share price over the period to 30th September 2023 as follows:

 

% of Grant subject to the Performance Condition Performance Condition
30% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2021, the closing price of the Ordinary Shares exceeds 4.0p (four pence) per Ordinary Share.
30% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2022, the closing price of the Ordinary Shares exceeds 8.0p (eight pence) per Ordinary Share.
40% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2023, the closing price of the Ordinary Shares exceeds 16.0p (sixteen pence) per Ordinary Share.

 

There are no other vesting criteria. Accordingly, should the Company’s closing mid–market share price not reach and remain at, or above, 4.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2021 ("Minimum Target"), then 30% of the Grant will lapse. Furthermore, should the Company’s closing mid–market share price not reach and remain at, or above, 8.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2022, then a further 30% of the Grant will lapse, and should the Company’s closing mid–market share price not reach and remain at, or above, 16.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2023 ("Maximum Target"), then the balance of 40% of the Grant will lapse. The Minimum Target and the Maximum Target represent premiums of approximately 112% and 851%, respectively, to the closing mid–market price of the Company’s Ordinary Shares as at 10 January 2020, being the last trading day before the Grant.

The 2020 Options may lapse in the event of cessation of employment save for certain circumstances, including inter alia, redundancy or retirement in which case, at the Company’s sole discretion and, subject to performance criteria being met, the Exercise Period may be accelerated. The Exercise Period may also be accelerated in the event of a change of control of the Company.

The Grant represents approximately 10% of the Company’s issued ordinary share capital. Of the 2020 Options granted, 22,500,000 were granted to directors of the Company and its subsidiaries, as follows:

Director’s name and employing Group company Number of 2020 Options granted Number of 2020 Options held following Grant Total beneficial holding of Ordinary Shares % of current issued share capital
Keith Broadbent (Haydale Graphene Industries Plc) 12,000,000 12,000,000 500,000 0.15
Mark Chapman (Haydale Graphene Industries Plc) 7,000,000 7,000,000 – –
David Davies (Haydale Ltd) 2,000,000 2,000,000 50,671 0.01
Nicholas Weatherby (Haydale Composite Solutions Ltd) 1,500,000 1,500,000 – –

 

The Company’s Remuneration Committee retains the ability to amend the performance conditions for the 2020 Options and for future grants to ensure that such grants achieve the stated purpose.

Related Party Transactions

The Grants to the Directors and the subsidiary directors of the 2020 Options, as outlined above, are related party transactions for the purposes of Rule 13 of the AIM Rules for Companies.  Accordingly, the independent directors of the Company (being David Banks, Graham Eves and Roger Humm) consider, having consulted with the Company’s nominated adviser, Arden Partners Plc, that the terms of each of the Grants, as outlined above, are fair and reasonable insofar as Shareholders are concerned.

Following the Grants, the Company’s total number of Options outstanding as at the date of this announcement is 34,100,000 representing approximately 10% of the Company’s existing issued share capital.

The number of ordinary shares currently in issue is 340,223,848 and it is this number that has been used to calculate the above percentage shareholdings.

The notification set out below is provided in accordance with the requirements of the EU Market Abuse Regulation. 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Keith Broadbent
2 Reason for notification
a. Position/Status Chief Executive Officer of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 12,000,000
d. Aggregated information
– Aggregated Volume
– Price		 12,000,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Mark Chapman
2 Reason for notification
a. Position/Status Finance Director of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 7,000,000
d. Aggregated information
– Aggregated Volume
– Price		 7,000,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name David Davies
2 Reason for notification
a. Position/Status Director of Haydale Ltd, a subsidiary of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 2,000,000
d. Aggregated information
– Aggregated Volume
– Price		 1,600,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Nicholas Weatherby
2 Reason for notification
a. Position/Status Director of Haydale Composite Solutions Ltd, a subsidiary of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 1,500,000
d. Aggregated information
– Aggregated Volume
– Price		 1,500,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

For further information:

Haydale Graphene Industries plc
Keith Broadbent, CEO Tel: +44 (0) 1269 842 946
Gemma Smith, Global Head of Marketing www.haydale.com
Arden Partners plc (Nominated Adviser & Broker)
Ruari McGirr / Paul Shackleton / Ben Cryer Tel: +44 (0) 20 7614 5900

 

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 and China and operates from 6 sites in the UK, USA and the Far East.

For more information please visit:www.haydale.com 

Twitter: @haydalegraphene 

 

2019

Adoption of new EMI share option scheme, Grant of share options, Lapse of 2014 EMI share option scheme and 2017 LTIP PDMR dealings

14 January 2020

Haydale (AIM: HAYD), the global advanced materials group announces that on 13 January 2020, the Company adopted a new EMI share option scheme ("2020 EMI Scheme") and that the Board of the Company ("Board") has also granted options under the 2020 EMI Scheme ("2020 Options") to certain directors of the Company ("Directors") and staff of the Group over an aggregate of 34,100,000 ordinary shares of 2p each in the capital of the Company ("Ordinary Shares") pursuant to the 2020 EMI Scheme Rules. The grant of the 2020 Options to the Directors and certain of the key staff of the Group ("Grant") are each related party transactions as defined in AIM Rule 13.

As part of the adoption of the 2020 EMI Scheme, the Company’s two existing share incentive schemes, the 2014 EMI share option scheme adopted by the Company in April 2014 ("2014 EMI Scheme") and the 2017 LTIP adopted by the Company in December 2017 ("2017 LTIP") will lapse.

Background to the 2020 EMI Scheme

Management changes at Haydale over the last 18 months, together with new strategic direction and new hires has meant that the Company’s previous share incentive schemes were not relevant for the business today. Accordingly, having consulted with a number of the Company’s key shareholders and its advisers, the Company has adopted the 2020 EMI Scheme which will enable the Company to retain, incentivise and reward its staff. The 2020 EMI Scheme has been structured to ensure that value is created for shareholders before any value is delivered to Directors and key staff ("Key Management"). Holders of 2020 Options will only accrue value in the event that the Company’s share price materially increases, thereby aligning the interests of the Key Management with those of shareholders, as set out below.

Terms of the 2020 EMI Scheme

All of the Options granted have an exercise price of 2.25p per Ordinary Share (being a 19.7 % premium to the closing mid–market price of the Company’s Ordinary Shares on 10 January 2020, the last trading day before the Grant) and can only be exercised between the third and tenth anniversary of Grant ("Exercise Period"). The proportion of the 2020 Options granted that are capable of vesting is dependent on certain performance conditions being met, with such performance being directly linked to the performance of the Company’s share price over the period to 30th September 2023 as follows:

 

% of Grant subject to the Performance Condition Performance Condition
30% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2021, the closing price of the Ordinary Shares exceeds 4.0p (four pence) per Ordinary Share.
30% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2022, the closing price of the Ordinary Shares exceeds 8.0p (eight pence) per Ordinary Share.
40% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2023, the closing price of the Ordinary Shares exceeds 16.0p (sixteen pence) per Ordinary Share.

 

There are no other vesting criteria. Accordingly, should the Company’s closing mid–market share price not reach and remain at, or above, 4.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2021 ("Minimum Target"), then 30% of the Grant will lapse. Furthermore, should the Company’s closing mid–market share price not reach and remain at, or above, 8.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2022, then a further 30% of the Grant will lapse, and should the Company’s closing mid–market share price not reach and remain at, or above, 16.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2023 ("Maximum Target"), then the balance of 40% of the Grant will lapse. The Minimum Target and the Maximum Target represent premiums of approximately 112% and 851%, respectively, to the closing mid–market price of the Company’s Ordinary Shares as at 10 January 2020, being the last trading day before the Grant.

The 2020 Options may lapse in the event of cessation of employment save for certain circumstances, including inter alia, redundancy or retirement in which case, at the Company’s sole discretion and, subject to performance criteria being met, the Exercise Period may be accelerated. The Exercise Period may also be accelerated in the event of a change of control of the Company.

The Grant represents approximately 10% of the Company’s issued ordinary share capital. Of the 2020 Options granted, 22,500,000 were granted to directors of the Company and its subsidiaries, as follows:

Director’s name and employing Group company Number of 2020 Options granted Number of 2020 Options held following Grant Total beneficial holding of Ordinary Shares % of current issued share capital
Keith Broadbent (Haydale Graphene Industries Plc) 12,000,000 12,000,000 500,000 0.15
Mark Chapman (Haydale Graphene Industries Plc) 7,000,000 7,000,000 – –
David Davies (Haydale Ltd) 2,000,000 2,000,000 50,671 0.01
Nicholas Weatherby (Haydale Composite Solutions Ltd) 1,500,000 1,500,000 – –

 

The Company’s Remuneration Committee retains the ability to amend the performance conditions for the 2020 Options and for future grants to ensure that such grants achieve the stated purpose.

Related Party Transactions

The Grants to the Directors and the subsidiary directors of the 2020 Options, as outlined above, are related party transactions for the purposes of Rule 13 of the AIM Rules for Companies.  Accordingly, the independent directors of the Company (being David Banks, Graham Eves and Roger Humm) consider, having consulted with the Company’s nominated adviser, Arden Partners Plc, that the terms of each of the Grants, as outlined above, are fair and reasonable insofar as Shareholders are concerned.

Following the Grants, the Company’s total number of Options outstanding as at the date of this announcement is 34,100,000 representing approximately 10% of the Company’s existing issued share capital.

The number of ordinary shares currently in issue is 340,223,848 and it is this number that has been used to calculate the above percentage shareholdings.

The notification set out below is provided in accordance with the requirements of the EU Market Abuse Regulation. 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Keith Broadbent
2 Reason for notification
a. Position/Status Chief Executive Officer of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 12,000,000
d. Aggregated information
– Aggregated Volume
– Price		 12,000,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Mark Chapman
2 Reason for notification
a. Position/Status Finance Director of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 7,000,000
d. Aggregated information
– Aggregated Volume
– Price		 7,000,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name David Davies
2 Reason for notification
a. Position/Status Director of Haydale Ltd, a subsidiary of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 2,000,000
d. Aggregated information
– Aggregated Volume
– Price		 1,600,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Nicholas Weatherby
2 Reason for notification
a. Position/Status Director of Haydale Composite Solutions Ltd, a subsidiary of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 1,500,000
d. Aggregated information
– Aggregated Volume
– Price		 1,500,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

For further information:

Haydale Graphene Industries plc
Keith Broadbent, CEO Tel: +44 (0) 1269 842 946
Gemma Smith, Global Head of Marketing www.haydale.com
Arden Partners plc (Nominated Adviser & Broker)
Ruari McGirr / Paul Shackleton / Ben Cryer Tel: +44 (0) 20 7614 5900

 

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 and China and operates from 6 sites in the UK, USA and the Far East.

For more information please visit:www.haydale.com 

Twitter: @haydalegraphene 

 

2018

Adoption of new EMI share option scheme, Grant of share options, Lapse of 2014 EMI share option scheme and 2017 LTIP PDMR dealings

14 January 2020

Haydale (AIM: HAYD), the global advanced materials group announces that on 13 January 2020, the Company adopted a new EMI share option scheme ("2020 EMI Scheme") and that the Board of the Company ("Board") has also granted options under the 2020 EMI Scheme ("2020 Options") to certain directors of the Company ("Directors") and staff of the Group over an aggregate of 34,100,000 ordinary shares of 2p each in the capital of the Company ("Ordinary Shares") pursuant to the 2020 EMI Scheme Rules. The grant of the 2020 Options to the Directors and certain of the key staff of the Group ("Grant") are each related party transactions as defined in AIM Rule 13.

As part of the adoption of the 2020 EMI Scheme, the Company’s two existing share incentive schemes, the 2014 EMI share option scheme adopted by the Company in April 2014 ("2014 EMI Scheme") and the 2017 LTIP adopted by the Company in December 2017 ("2017 LTIP") will lapse.

Background to the 2020 EMI Scheme

Management changes at Haydale over the last 18 months, together with new strategic direction and new hires has meant that the Company’s previous share incentive schemes were not relevant for the business today. Accordingly, having consulted with a number of the Company’s key shareholders and its advisers, the Company has adopted the 2020 EMI Scheme which will enable the Company to retain, incentivise and reward its staff. The 2020 EMI Scheme has been structured to ensure that value is created for shareholders before any value is delivered to Directors and key staff ("Key Management"). Holders of 2020 Options will only accrue value in the event that the Company’s share price materially increases, thereby aligning the interests of the Key Management with those of shareholders, as set out below.

Terms of the 2020 EMI Scheme

All of the Options granted have an exercise price of 2.25p per Ordinary Share (being a 19.7 % premium to the closing mid–market price of the Company’s Ordinary Shares on 10 January 2020, the last trading day before the Grant) and can only be exercised between the third and tenth anniversary of Grant ("Exercise Period"). The proportion of the 2020 Options granted that are capable of vesting is dependent on certain performance conditions being met, with such performance being directly linked to the performance of the Company’s share price over the period to 30th September 2023 as follows:

 

% of Grant subject to the Performance Condition Performance Condition
30% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2021, the closing price of the Ordinary Shares exceeds 4.0p (four pence) per Ordinary Share.
30% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2022, the closing price of the Ordinary Shares exceeds 8.0p (eight pence) per Ordinary Share.
40% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2023, the closing price of the Ordinary Shares exceeds 16.0p (sixteen pence) per Ordinary Share.

 

There are no other vesting criteria. Accordingly, should the Company’s closing mid–market share price not reach and remain at, or above, 4.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2021 ("Minimum Target"), then 30% of the Grant will lapse. Furthermore, should the Company’s closing mid–market share price not reach and remain at, or above, 8.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2022, then a further 30% of the Grant will lapse, and should the Company’s closing mid–market share price not reach and remain at, or above, 16.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2023 ("Maximum Target"), then the balance of 40% of the Grant will lapse. The Minimum Target and the Maximum Target represent premiums of approximately 112% and 851%, respectively, to the closing mid–market price of the Company’s Ordinary Shares as at 10 January 2020, being the last trading day before the Grant.

The 2020 Options may lapse in the event of cessation of employment save for certain circumstances, including inter alia, redundancy or retirement in which case, at the Company’s sole discretion and, subject to performance criteria being met, the Exercise Period may be accelerated. The Exercise Period may also be accelerated in the event of a change of control of the Company.

The Grant represents approximately 10% of the Company’s issued ordinary share capital. Of the 2020 Options granted, 22,500,000 were granted to directors of the Company and its subsidiaries, as follows:

Director’s name and employing Group company Number of 2020 Options granted Number of 2020 Options held following Grant Total beneficial holding of Ordinary Shares % of current issued share capital
Keith Broadbent (Haydale Graphene Industries Plc) 12,000,000 12,000,000 500,000 0.15
Mark Chapman (Haydale Graphene Industries Plc) 7,000,000 7,000,000 – –
David Davies (Haydale Ltd) 2,000,000 2,000,000 50,671 0.01
Nicholas Weatherby (Haydale Composite Solutions Ltd) 1,500,000 1,500,000 – –

 

The Company’s Remuneration Committee retains the ability to amend the performance conditions for the 2020 Options and for future grants to ensure that such grants achieve the stated purpose.

Related Party Transactions

The Grants to the Directors and the subsidiary directors of the 2020 Options, as outlined above, are related party transactions for the purposes of Rule 13 of the AIM Rules for Companies.  Accordingly, the independent directors of the Company (being David Banks, Graham Eves and Roger Humm) consider, having consulted with the Company’s nominated adviser, Arden Partners Plc, that the terms of each of the Grants, as outlined above, are fair and reasonable insofar as Shareholders are concerned.

Following the Grants, the Company’s total number of Options outstanding as at the date of this announcement is 34,100,000 representing approximately 10% of the Company’s existing issued share capital.

The number of ordinary shares currently in issue is 340,223,848 and it is this number that has been used to calculate the above percentage shareholdings.

The notification set out below is provided in accordance with the requirements of the EU Market Abuse Regulation. 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Keith Broadbent
2 Reason for notification
a. Position/Status Chief Executive Officer of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 12,000,000
d. Aggregated information
– Aggregated Volume
– Price		 12,000,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Mark Chapman
2 Reason for notification
a. Position/Status Finance Director of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 7,000,000
d. Aggregated information
– Aggregated Volume
– Price		 7,000,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name David Davies
2 Reason for notification
a. Position/Status Director of Haydale Ltd, a subsidiary of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 2,000,000
d. Aggregated information
– Aggregated Volume
– Price		 1,600,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Nicholas Weatherby
2 Reason for notification
a. Position/Status Director of Haydale Composite Solutions Ltd, a subsidiary of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 1,500,000
d. Aggregated information
– Aggregated Volume
– Price		 1,500,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

For further information:

Haydale Graphene Industries plc
Keith Broadbent, CEO Tel: +44 (0) 1269 842 946
Gemma Smith, Global Head of Marketing www.haydale.com
Arden Partners plc (Nominated Adviser & Broker)
Ruari McGirr / Paul Shackleton / Ben Cryer Tel: +44 (0) 20 7614 5900

 

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 and China and operates from 6 sites in the UK, USA and the Far East.

For more information please visit:www.haydale.com 

Twitter: @haydalegraphene 

 

2017

Adoption of new EMI share option scheme, Grant of share options, Lapse of 2014 EMI share option scheme and 2017 LTIP PDMR dealings

14 January 2020

Haydale (AIM: HAYD), the global advanced materials group announces that on 13 January 2020, the Company adopted a new EMI share option scheme ("2020 EMI Scheme") and that the Board of the Company ("Board") has also granted options under the 2020 EMI Scheme ("2020 Options") to certain directors of the Company ("Directors") and staff of the Group over an aggregate of 34,100,000 ordinary shares of 2p each in the capital of the Company ("Ordinary Shares") pursuant to the 2020 EMI Scheme Rules. The grant of the 2020 Options to the Directors and certain of the key staff of the Group ("Grant") are each related party transactions as defined in AIM Rule 13.

As part of the adoption of the 2020 EMI Scheme, the Company’s two existing share incentive schemes, the 2014 EMI share option scheme adopted by the Company in April 2014 ("2014 EMI Scheme") and the 2017 LTIP adopted by the Company in December 2017 ("2017 LTIP") will lapse.

Background to the 2020 EMI Scheme

Management changes at Haydale over the last 18 months, together with new strategic direction and new hires has meant that the Company’s previous share incentive schemes were not relevant for the business today. Accordingly, having consulted with a number of the Company’s key shareholders and its advisers, the Company has adopted the 2020 EMI Scheme which will enable the Company to retain, incentivise and reward its staff. The 2020 EMI Scheme has been structured to ensure that value is created for shareholders before any value is delivered to Directors and key staff ("Key Management"). Holders of 2020 Options will only accrue value in the event that the Company’s share price materially increases, thereby aligning the interests of the Key Management with those of shareholders, as set out below.

Terms of the 2020 EMI Scheme

All of the Options granted have an exercise price of 2.25p per Ordinary Share (being a 19.7 % premium to the closing mid–market price of the Company’s Ordinary Shares on 10 January 2020, the last trading day before the Grant) and can only be exercised between the third and tenth anniversary of Grant ("Exercise Period"). The proportion of the 2020 Options granted that are capable of vesting is dependent on certain performance conditions being met, with such performance being directly linked to the performance of the Company’s share price over the period to 30th September 2023 as follows:

 

% of Grant subject to the Performance Condition Performance Condition
30% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2021, the closing price of the Ordinary Shares exceeds 4.0p (four pence) per Ordinary Share.
30% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2022, the closing price of the Ordinary Shares exceeds 8.0p (eight pence) per Ordinary Share.
40% For a period of 15 consecutive dealing days, commencing after the date of Grant and ending on or before the 30 September 2023, the closing price of the Ordinary Shares exceeds 16.0p (sixteen pence) per Ordinary Share.

 

There are no other vesting criteria. Accordingly, should the Company’s closing mid–market share price not reach and remain at, or above, 4.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2021 ("Minimum Target"), then 30% of the Grant will lapse. Furthermore, should the Company’s closing mid–market share price not reach and remain at, or above, 8.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2022, then a further 30% of the Grant will lapse, and should the Company’s closing mid–market share price not reach and remain at, or above, 16.0p for at least 15 consecutive dealing days in the period immediately following the date of Grant and ending on 30th September 2023 ("Maximum Target"), then the balance of 40% of the Grant will lapse. The Minimum Target and the Maximum Target represent premiums of approximately 112% and 851%, respectively, to the closing mid–market price of the Company’s Ordinary Shares as at 10 January 2020, being the last trading day before the Grant.

The 2020 Options may lapse in the event of cessation of employment save for certain circumstances, including inter alia, redundancy or retirement in which case, at the Company’s sole discretion and, subject to performance criteria being met, the Exercise Period may be accelerated. The Exercise Period may also be accelerated in the event of a change of control of the Company.

The Grant represents approximately 10% of the Company’s issued ordinary share capital. Of the 2020 Options granted, 22,500,000 were granted to directors of the Company and its subsidiaries, as follows:

Director’s name and employing Group company Number of 2020 Options granted Number of 2020 Options held following Grant Total beneficial holding of Ordinary Shares % of current issued share capital
Keith Broadbent (Haydale Graphene Industries Plc) 12,000,000 12,000,000 500,000 0.15
Mark Chapman (Haydale Graphene Industries Plc) 7,000,000 7,000,000 – –
David Davies (Haydale Ltd) 2,000,000 2,000,000 50,671 0.01
Nicholas Weatherby (Haydale Composite Solutions Ltd) 1,500,000 1,500,000 – –

 

The Company’s Remuneration Committee retains the ability to amend the performance conditions for the 2020 Options and for future grants to ensure that such grants achieve the stated purpose.

Related Party Transactions

The Grants to the Directors and the subsidiary directors of the 2020 Options, as outlined above, are related party transactions for the purposes of Rule 13 of the AIM Rules for Companies.  Accordingly, the independent directors of the Company (being David Banks, Graham Eves and Roger Humm) consider, having consulted with the Company’s nominated adviser, Arden Partners Plc, that the terms of each of the Grants, as outlined above, are fair and reasonable insofar as Shareholders are concerned.

Following the Grants, the Company’s total number of Options outstanding as at the date of this announcement is 34,100,000 representing approximately 10% of the Company’s existing issued share capital.

The number of ordinary shares currently in issue is 340,223,848 and it is this number that has been used to calculate the above percentage shareholdings.

The notification set out below is provided in accordance with the requirements of the EU Market Abuse Regulation. 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Keith Broadbent
2 Reason for notification
a. Position/Status Chief Executive Officer of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 12,000,000
d. Aggregated information
– Aggregated Volume
– Price		 12,000,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Mark Chapman
2 Reason for notification
a. Position/Status Finance Director of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 7,000,000
d. Aggregated information
– Aggregated Volume
– Price		 7,000,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name David Davies
2 Reason for notification
a. Position/Status Director of Haydale Ltd, a subsidiary of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 2,000,000
d. Aggregated information
– Aggregated Volume
– Price		 1,600,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Nicholas Weatherby
2 Reason for notification
a. Position/Status Director of Haydale Composite Solutions Ltd, a subsidiary of Haydale Graphene Industries Plc
b. Initial notification/ Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name Haydale Graphene Industries Plc
b. LEI 213800KNULBQFF25IE72
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code		 Ordinary Shares of 2p each


GB00BKWQ1135
b. Nature of the transaction Grant of options under the 2020 EMI Scheme with time vesting and share price performance conditions attached
c. Price(s) and volume(s)
Price(s) Volume(s)
£0.0225 1,500,000
d. Aggregated information
– Aggregated Volume
– Price		 1,500,000 options over ordinary shares with an exercise price of £0.0225 each
e. Date of the transaction 2020–01–13
f. Place of the transaction XLON (AIM Market)

 

 

For further information:

Haydale Graphene Industries plc
Keith Broadbent, CEO Tel: +44 (0) 1269 842 946
Gemma Smith, Global Head of Marketing www.haydale.com
Arden Partners plc (Nominated Adviser & Broker)
Ruari McGirr / Paul Shackleton / Ben Cryer Tel: +44 (0) 20 7614 5900

 

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 and China and operates from 6 sites in the UK, USA and the Far East.

For more information please visit:www.haydale.com 

Twitter: @haydalegraphene 

 

2016

23 December
Issue of Shares 23.12.16 (pdf)
15 December
AGM Statement 15.12.16 (pdf)
15 December
Result of AGM 15.12.16 (pdf)
28 November
Agreement with Huntsman Advanced Materials 28.11.16 (pdf)
22 November
Posting of Annual Report & Notice of AGM 2016 (pdf)
19 October
PDMR Dealings 19.10.16 (pdf)
17 October
Grant of Options 17.10.16 (pdf)
13 October
Distribution Agreement 13.10.16 (pdf)
13 October
PDMR 13.10.16 (pdf)
11 October
Result of Open Offer and Total Voting Rights (pdf)
28 September
National Grid Contract 28.9.16 (pdf)
23 September
Proposed Acquisition of ACMC Holding, Inc (pdf)
23 September
Result of Placing 23.9.16 (pdf)
23 September
Preliminary Results to 30 June 2016 (pdf)
09 September
Innophene Acquisition 9.9.16 (pdf)
26 August
Director Dealing 26.8.16 (pdf)
25 August
Acquisition of Innophene in Thailand (pdf)
11 August
Graphene Enhanced PLA Filaments for 3D Printing (pdf)
29 July
Board Change 29.7.16 (pdf)
07 June
Grant of Warrants 7.6.16 (pdf)
26 May
Haydale Plc and Flowtite Technology to create next generation GRP pipe products (pdf)
20 May
Haydale Option Grants 20.5.16 (pdf)
20 May
Director Dealing 20.5.16 (pdf)
07 April
Joint Development and Supply Agreement for the Production of Screen Printable Ink (pdf)
22 March
Interim Results to End December 2015 (pdf)
14 March
New Graphene Enhanced Composite Products Launched (pdf)
08 March
Notice of Interim Results to 31 December 2015 (pdf)
16 February
Grant Awards (pdf)
04 February
Composite Pipe Long Term Testing Facility (pdf)
03 February
Acquisition of Rights to New Invention and Grant of Warrants (pdf)

2015

03 December
Result of AGM 3.12.15 (pdf)
01 December
Director Dealing 1.12.15 (pdf)
26 November
Notification of Interest 26.11.15 (pdf)
25 November
Notifiable Interest (pdf)
23 November
Results of General Meeting (pdf)
20 November
Result of Open Offer (pdf)
17 November
Patent Awards (pdf)
10 November
Posting of Annual Report and Notice of AGM 2015 (pdf)
02 November
Preliminary Results for Year Ended 30 June 2015 (pdf)
02 November
Placing and Open Offer (pdf)
02 November
Directors Subscription (pdf)
02 November
Shareholder Circular 02.11.15 (pdf)
14 October
European Patent Grant (pdf)
01 October
Agreement with Scott Bader Company Ltd. (pdf)
18 September
Grant Awards and Notice of Audited Results (pdf)
17 September
Holdings in Company (pdf)
10 September
Commercialisation Agreement with Huntsman Advanced Materials (pdf)
07 September
Collaborative Research Project Funded by NATEP (pdf)
13 July
Haydale Collaborate with Versarien plc (pdf)
09 July
Haydale Collaborate with Talga Resources (pdf)
01 July
Commercial Progress in the Far East (pdf)
23 June
Commercial Progress in USA (pdf)
22 June
Patent Allowed in China (pdf)
18 June
Reactor Supply Agreement with UK's Centre for Process and Innovation (pdf)
01 June
Subsidiary Change of Name, Key Appointments and New Division (pdf)
28 April
Open Day (pdf)
07 April
Grant of warrants (pdf)
19 March
Grant of options (docx)
17 March
Half Yearly Report for the six months ended 31 December 2014 (pdf)
02 March
Update on Reactor Capability (docx)
27 February
Notifiable Interest - Nick John (doc)
25 February
Agreement with Swansea University and Swansea Innovations Limited (doc)
15 February
Heads of Terms for R&D Collaboration with Alex Thomson Racing (docx)
30 January
Notifiable Interest - David Cheyne (doc)

2014

29 December
Delivery of Two New Plasma Reactors (pdf)
19 December
Grant Award to Haydale Subsidiary EPL Composite Solutions Limited ("EPL") (pdf)
16 December
Director's Dealing - 16th Dec (pdf)
16 December
Directors Dealing (pdf)
03 December
Result of Annual General Meeting (pdf)
10 November
Director's Dealing - 10th Nov (pdf)
10 November
Posting of Annual Report and Notice of AGM (pdf)
04 November
Director's Dealing 4th November (pdf)
03 November
Acquisition of EPL Composite Solutions Limited ("EPL") (pdf)
22 October
Supply Agreement with TANTEC A/S (pdf)
16 October
Notifiable Interest - Richard Newton-Jones (pdf)
30 September
Audited Preliminary Results For The Year Ended 30 June 2014 (pdf)
04 August
Marketing Agreement with planarTECH LLC for Asia-Pacific region (pdf)
18 July
Haydale Announces Distribution Agreement with Goodfellow Cambridge Limited (pdf)
18 July
Change of Adviser (pdf)
17 July
Consulting Agreement with The InVentures Group (pdf)
11 July
Collaboration Agreement with Swansea University's Welsh Centre for Printing and Coatings (pdf)
22 June
Director's Dealing 22nd June (pdf)
17 June
Presentation (pdf)
12 June
Change of Registered Office (pdf)
02 June
US research body reports Haydale Functionalised GNPs significantly improve strength in composites (pdf)
26 May
Investor Open Day (pdf)
14 May
Appointment of Joint Broker (pdf)
01 May
Holding in the Company (pdf)
28 April
Response to press comment (pdf)
16 April
Director's Dealing - 16th April (pdf)
14 April
First Day of Dealing (pdf)