REG - Haydale Graphene Ind - Grant of Share Options and PDMR Dealing

Haydale Graphene IndustriesAnnouncement

02/05/2024 07:00

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RNS Number : 9056M  Haydale Graphene Industries PLC  02 May 2024

 

     2 May 2024

 

Haydale Graphene Industries plc

 

("Haydale", the "Company" or the "Group")

 

Grant of Share Options, Surrender of Existing Options and PDMR Dealings

 

Grant of New Stock Appreciation Rights and Options

 

Haydale (AIM: HAYD), the global advanced materials group, announces that on 30
April 2024 the Company approved the following:

1.    under the 2020 EMI Scheme as amended ("2020 EMI Scheme"), the grant
of options to certain overseas based employees of the Group, over an
aggregate 12,500,000 ordinary shares of 0.1p each in the capital of the
Company ("Ordinary Shares"); and

2.    under the Haydale Technologies, Inc ("HTI") 2020 Stock Appreciation
Rights Plan as amended ("2020 SAR"), the grant of stock appreciation rights
("Stock Appreciation Rights" or ''SARs'') to a director and certain employees
of the Group's wholly owned US subsidiary, HTI, over an aggregate 44,000,000
Ordinary Shares.

(The 2020 EMI Scheme and the 2020 SAR, together the "Share Schemes". The new
Options or Stock Appreciation Rights granted under the Share Schemes, together
the "New Options")

 

Background to the New Options grants

 

The Company adopted the Share Schemes 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 Share Schemes have certain performance and / or
length of tenure criteria as set out below. The New Options replace 19,250,000
current options and SARs held by existing holders and extend awards to include
those who have more recently joined the Group. The New Options were granted on
the same terms to the UK based employees and directors in January 2024.

 

Terms of the New Options

 

All of the New Options have an exercise price of 0.5 pence per Ordinary Share
(being a 9.89% premium to the closing mid-market price of the Company's
Ordinary Shares on 1 May 2024, the day of the approval of the New Options
grant). The proportion of the total New Options 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:

 

 % of New Options subject to the Performance Condition

                                                        Performance Condition
 50%                                                    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.
 15.0%                                                  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.
 15.0%                                                  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.
 20.0%                                                  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.

 

All New 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.

 

There are no other vesting criteria for the New Options.

 

Surrender of existing options and SARs

 

In January 2020, January 2022, November 2022 and April 2023, the Company
granted options and SARs to acquire Ordinary Shares in the capital of the
Company to certain employees and directors of the Company's subsidiaries
pursuant to the Share Schemes.  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 and SARs 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 New
Options held by PDMRs and other employees of the Company's overseas
subsidiaries, are as follows:

 

 Director's name                                                                     Number of New Options granted  Aggregate number of options & SARs      Current total beneficial holding of Ordinary Shares

 and employing Group company     Number of 2020, 2022 and 2023 options surrendered                                  post grant

                                                                                                                                                                                                                 Current holding as a % of Issued share capital
 Tom Quantrille                  4,500,000                                           7,500,000                      7,500,000                               -                                                    -

 (Haydale Technologies Inc.)
 Other overseas based employees  14,750,000                                          49,000,000                     49,000,000                              n/a                                                  n/a
 Total:                          19,250,000                                          56,500,000                     56,500,000                              -                                                    -

 

Following the New Options grant and the Option Surrender, the Company's total
number of Options and SARS under the 2020 Schemes as at the date of this
announcement is 207,000,000 representing approximately 11.5% of the Company's
existing issued share capital and 10.3% 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:

 Haydale Graphene Industries plc
 David Banks, Non-Executive Chair                                    Tel: +44 (0) 1269 842 946
                                                                     www.haydale.com (http://www.haydale.com)
 Cavendish Capital Markets Limited (Nominated Adviser & Broker)
 Julian Blunt/Edward Whiley, Corporate Finance                       Tel: +44 (0) 20 7220 0500

 Andrew Burdis, ECM

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 (http://www.haydale.com)

LinkedIn:             Haydale-ltd

X:                            @haydalegraphene

 

 

The notification set out below is provided in accordance with the requirements
of MAR.

 

                           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                                                              1.    Thomas Quantrille
 2   Reason for notification
 a.  Position/Status                                                   1.    Director of Haydale Technologies Inc, a subsidiary of Haydale
                                                                       Graphene Industries Plc
 b.  Initial notification/                                             Initial Notification

     Amendment
 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       Options over Ordinary Shares of 0.1p each

Identification Code

                                                                       n/a
 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)                                                                          Exercise Price(s)             Volume(s)
                                                 1.                     £0.005                       7,500,000

 d.  Aggregated information

     - Aggregated Volume                                               See above

     - Price
 e.  Date of the transaction                                           1 May 2024
 f.  Place of the transaction                                          Outside a trading venue

 

 

 

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