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For Release at
07:00
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26 January 2024
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Haydale Graphene Industries
plc
("Haydale", "the Company" or the "Group")
Grant of share Options, Surrender of
Existing Options and PDMR dealings
Grant of New
Options
Haydale (AIM: HAYD), the global advanced
materials group, announces that on 25
January 2024 the Company approved the grant of
options under the 2020 EMI Scheme as amended to accommodate the
terms of the New Options ("2020
EMI Scheme"), to
certain directors of the Company ("Directors"), certain directors of the
Company's subsidiaries ("Subsidiary Directors") and UK based
staff of the Group, over an aggregate 151,500,000 ordinary
shares of 0.1p ("New
Options") each in the capital of the Company ("Ordinary Shares"), representing
8.4 per cent. of the Company's issued share
capital.
Background to the New Options
grants
The Company adopted the 2020 EMI Scheme to
enable it to retain and incentivise staff and to reward them for
the achievement of its longer-term objectives. The
options granted under the 2020 EMI Scheme have certain performance and / or length of tenure criteria as
set out below. The New Options replace 55,650,000 current options
held by existing option holders and extend options to include those
who have more recently joined the Group.
Terms of the New Options
All of the New Options have an exercise price
of 0.5 pence per Ordinary Share (being
a 2.0% premium to the closing mid-market
price of the Company's Ordinary Shares on 25
January 2024, the day of the approval of the New Options
grant). The proportion of the total New Option award to each
individual is capable of vesting dependent on certain share price
performance and / or length of tenure criteria (approved by the
Remuneration Committee) as follows:
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% of New Options subject to the
Performance Condition
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Performance
Condition
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50%
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Vests and is exercisable in three equal
tranches from the first, second and third anniversary of the date
of Grant provided the Participant has remained in continuous
employment (and has not served notice of resignation) with the
Company and/or its Group. No other performance
conditions.
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15.0%
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For a period of 15 consecutive dealing days,
commencing after the date of Grant and ending on or before the 31
December 2025, the closing price of the Ordinary Shares exceeds
1.0p (one pence) per Ordinary Share.
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15.0%
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For a period of 15 consecutive dealing days,
commencing after the date of Grant and ending on or before the 31
December 2026, the closing price of the Ordinary Shares exceeds
2.0p (two pence) per Ordinary Share.
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20.0%
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For a period of 15 consecutive dealing days,
commencing after the date of Grant and ending on or before the 31
December 2027, the closing price of the Ordinary Shares exceeds
3.0p (three pence) per Ordinary Share.
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All share options with a share price based
performance condition can only be exercised on or after the third
anniversary of grant. If the share price does not reach the target
price by their respective dates, that portion of the award will
lapse.
In respect of the New Option awards with no
share price based performance conditions granted to each of Keith
Broadbent (CEO) and Patrick Carter (CFO), these are subject to the
further requirement that any resulting shares must be held for a
minimum of 2 years from the date of option grant.
There are no other vesting criteria for the New
Options.
Surrender of
existing options
In January 2020, January 2022, November 2022
and April 2023, the Company granted options to acquire shares in
the capital of the Company to certain employees and directors of
the Company pursuant to the Scheme. It is a condition of the
grant of New Options that the remaining rights to the 2020, 2022
and 2023 Options are surrendered for no consideration (the
"Option
Surrender").
The Options previously granted in 2020, January
2022, November 2022 and 2023 were priced at 2.25p, 6.25p, 2.25p and
2.25p, respectively. The board believe it is appropriate to issue
new share options in replacement of the existing ones to reflect
the Company's current share price to properly incentivise its
employees, including its management.
Details of resultant holdings
Following the New Options grant and the Option
Surrender, details of Options held by Directors, PDMRs and other
employees of the Company and its subsidiaries, are as
follows:
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Director's name
and
employing Group company
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Number of 2020, 2022 and 2023
options surrendered
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Number of New Options
granted
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Aggregate number of
options
post grant
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Current total beneficial
holding of Ordinary Shares
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Current holding as a % of
Issued share capital
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Keith Broadbent
(Haydale Graphene Industries Plc)
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26,400,000
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50,000,000
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50,000,000
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4,952,381
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0.28%
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Patrick Carter
(Haydale Graphene Industries Plc)
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-
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30,000,000
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30,000,000
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1,000,000
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0.05%
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David Davies
(Haydale Ltd)
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4,400,000
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10,000,000
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10,000,000
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50,671
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0.00%
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Mark Heycock
(Haydale Ltd)
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2,650,000
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10,000,000
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10,000,000
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-
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-
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John Mark Seymour
(Haydale Ltd)
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2,650,000
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10,000,000
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10,000,000
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-
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-
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Nicholas Weatherby
(Haydale Composite Solutions Ltd)
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3,300,000
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5,000,000
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5,000,000
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-
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-
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Other Employees
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16,250,000
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36,500,000
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56,250,000*
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n/a
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n/a
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Total:
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55,650,000
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151,500,000
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171,250,000
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6,003,052
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0.33%
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*Difference
represents pre-existing grants to non-UK staff under SARs and
non-qualifying EMIs.
Following the New Options grant and the Option
Surrender, the Company's total number of Options under the 2020 EMI
Scheme and under the Haydale Technologies, Inc Stock Appreciation
Rights Plan 2020 outstanding as at the date of this announcement is
171,250,000 representing approximately 9.5% of the Company's
existing issued share capital and 8.7% on a fully diluted basis
including all outstanding warrants.
The number of Ordinary Shares currently in
issue is 1,798,462,051 and it
is this number that has been used to calculate the above percentage
shareholdings.
For further information:
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Haydale Graphene
Industries plc
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David Banks, Non-Executive Chair
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Tel: +44 (0) 1269 842
946
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www.haydale.com
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Cavendish Capital Markets Limited (Nominated Adviser &
Broker)
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Julian Blunt/Edward Whiley,
Corporate Finance
Andrew Burdis, ECM
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Tel: +44
(0) 20 7220 0500
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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, Australia, Japan and China and
operates from five sites in the UK, USA and the Far
East.
For more information please visit: www.haydale.com
LinkedIn:
Haydale-ltd
X:
@haydalegraphene
The notification set out
below is provided in accordance with the requirements of
MAR.
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Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
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1
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Details of the person discharging managerial
responsibilities/person closely associated
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a.
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Name
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1. Keith
Broadbent
2. Patrick
Carter
3. David
Davies
4. John Mark
Seymour
5. Mark
Heycock
6. Nicholas
Weatherby
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2
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Reason for notification
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a.
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Position/Status
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1. Chief Executive
Officer of Haydale Graphene Industries Plc
2. Chief Financial
Officer of Haydale Graphene Industries Plc
3. Director of
Haydale Limited (PDMR)
4. Director of
Haydale Limited (PDMR)
5. Director of
Haydale Limited (PDMR)
6. Director of
Haydale Composite Solutions Ltd (PDMR)
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b.
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Initial notification/
Amendment
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Initial Notification
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3
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Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
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a.
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Name
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Haydale Graphene Industries
Plc
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b.
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LEI
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213800KNULBQFF25IE72
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4
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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
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a.
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Description of the financial
instrument, type of instrument
Identification Code
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Options over Ordinary Shares of 0.1p
each
n/a
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b.
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Nature of the transaction
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Grant of options under the 2020 EMI
Scheme with time vesting and share price performance conditions
attached
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c.
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Price(s) and volume(s)
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Exercise Price(s)
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Volume(s)
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1.
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£0.005
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50,000,000
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2.
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£0.005
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30,000,000
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3.
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£0.005
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10,000,000
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4.
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£0.005
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10,000,000
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5.
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£0.005
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10,000,000
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6.
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£0.005
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5,000,000
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d.
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Aggregated information
- Aggregated Volume
- Price
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See above
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e.
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Date of the transaction
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25 January
2024
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f.
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Place of the transaction
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Outside a trading venue
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