Last checked at 18 Dec 2017 07:00
The information contained within this announcement is deemed by the Group to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.
For immediate release | 18 December 2017 |
Haydale Graphene Industries plc
("Haydale", "the Company" or the "Group")
Grant of share options, implementation of long term incentive plan and grant of awards
PDMR dealings
Haydale (AIM: HAYD), the global graphene and nanomaterials group announces that on 15 December 2017, the Board of the Company ("Board") granted options ("Options") to a Director of the Company and to various key staff over an aggregate of 457,241 ordinary shares of 2p each in the capital of the Company ("Ordinary Shares") pursuant to the Company's approved EMI and unapproved share option schemes adopted by the Board on 4 April 2014. In addition, on 14 December 2017, the Company adopted a new Long-Term Incentive Plan ("LTIP") and on the same day the Board granted options over an aggregate of 1,981,336 Ordinary Shares ("LTIP Awards") pursuant to the LTIP Rules adopted by the Board on 14 November 2017. The grant of Options to a Director of the Company and the LTIP Awards to Directors are each related party transactions as defined in AIM Rule 13.
Options relating to the existing option schemes
All of the Options granted have an exercise price of 125.5p per Ordinary Share (being the closing mid-market price of the Company's Ordinary Shares on 14 December 2017, the day before the grant) and will vest on the third anniversary of grant. There are no other vesting criteria save for 50% of the Options granted to Mr Banks are also subject to a share price performance condition set out in the footnote below. On vesting, the Options will be exercisable until the tenth anniversary of grant.
Of the Options granted, 290,933 were granted to directors of the Company and its subsidiaries, as follows:
Director's name and employing Group company | Number of Options granted | Total number of Options held following grant | Total beneficial holding of Ordinary Shares | % of current issued share capital |
Matthew Turner (Haydale Composite Solutions Ltd) | 22,111 | 60,565 | - | - |
Nigel Finney (Haydale Composite Solutions Ltd) | 22,111 | 60,565 | 2,500 | 0.01 |
Komkrit Sajjaanantakul (Haydale Technologies Thailand Ltd) | 13,341 | 18,974 | - | - |
Patrick Franz (Haydale Technologies Thailand Ltd) | 7,336 | 7,336 | - | - |
Hung-Ming Chang (Haydale Technologies (Taiwan) Co. Ltd) | 26,034 | 26,034 | - | - |
David Banks* (Haydale Graphene Industries Plc) | 200,000 | 200,000 | 41,667 | 0.15 |
* 50% of the Options granted to Mr Banks include a share price performance condition such that they will only become exercisable in the event that the Company's closing mid-market share price reaches and remains at or above £2.20 for at least 15 consecutive trading days during the period commencing on the first day of the 13th month following the date of grant and ending on the last day of the 119th month following the date of grant.
LTIP - Background
The LTIP has been established to incentivise the Group's key management ("Key Management") to deliver long-term value creation for shareholders and ensure alignment with shareholders' interests. The Group now has more than 70 employees working from six sites in the UK, US and the Far East and the adoption of the LTIP reflects the Group's need to attract and retain high-quality individuals.
Awards under the LTIP are structured as nominal cost options (£0.02) with a three-year vesting period and a seven-year life after vesting ("Exercise Period"). A single conditional grant of a maximum number of LTIP Awards ("Award") will be made to the relevant member of the Key Management ("Award Holder") at the outset. The performance conditions that dictate the proportion, if any, of the Award that is capable of exercise by the Award Holder during the Exercise Period, are based upon the Company's sustainable share price performance during the period commencing on the first day of the 13th month following the date of grant and ending on the last day of the 120th month following the date of grant ("Performance Period").
Share price performance criteria
The LTIP has been structured to ensure that value is created for shareholders before any value is delivered to the Key Management. Accordingly, should the Company's closing mid-market share price not reach and remain at, or above, £2.20 for at least 15 consecutive trading days during the Performance Period ("Minimum Target"), then none of the Awards vest or is exercisable and the Awards will lapse in full. The Minimum Target represents a premium of approximately 75% to the closing mid-market price of the Company's Ordinary Shares as at 14 December 2017, being the day before the grant of the LTIP Awards.
Should the Company's closing mid-market share price reach and remain at or above £4.20 for at least 15 consecutive trading days during the Performance Period ("Maximum Target"), then 100% of the Awards vest and are exercisable. The Maximum Target represents a premium of approximately 235% to the closing mid-market price of the Company's Ordinary Shares as at 14 December 2017, being the day before the grant of the LTIP Awards. Between the Minimum Target and the Maximum Target, the % of the Awards that vest shall be pro-rata on a straight-line basis. The Awards 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.
Grant of LTIP Awards
Grants of LTIP Awards have been made to the following members of the Key Management:
Name and role | Number of LTIP Awards granted ("Award") |
Earliest exercise date |
Latest exercise date | Minimum share price target before any Awards vest | Maximum share price target for 100% of Awards to vest |
Ray Gibbs (Group CEO) | 819,863 | 14/12/20 | 14/12/27 | £2.20 | £4.20 |
Trevor Rudderham (MD of AMAT SBU) | 409,932 | 14/12/20 | 14/12/27 | £2.20 | £4.20 |
Keith Broadbent (MD of RPC SBU) | 409,932 | 14/12/20 | 14/12/27 | £2.20 | £4.20 |
Matt Wood (Group FD) | 341,610 | 14/12/20 | 14/12/27 | £2.20 | £4.20 |
In the event that the Company's share price reaches the Maximum Target and all of the LTIP Awards granted are exercised, the aggregate of the LTIP Awards will represent approximately 6.7% of the Company's issued ordinary share capital (assuming no other issues of Ordinary Shares) as enlarged by the exercise of the Awards.
Following the grant of the LTIP Awards, the interests of the Key Management in the capital of the Company will be as follows:
Name | Total number of Options held | Total number of LTIP Awards held | Total beneficial holding of Ordinary Shares | % of current issued share capital |
Ray Gibbs | 175,864 | 819,863 | 494,686 | 1.81 |
Trevor Rudderham | 19,411 | 409,932 | 20,000 | 0.07 |
Keith Broadbent | - | 409,932 | - | - |
Matt Wood | 47,870 | 341,610 | 18,154 | 0.07 |
Total | 243,145 | 1,981,337 | 532,840 | 1.95 |
The Remuneration Committee retains the ability to amend the LTIP's performance conditions for these Awards and for future grants to ensure that such grants achieve the stated purpose.
Related Party Transactions
The grant of Options to David Banks and the subsidiary directors and the LTIP Awards to Directors of the Company and its subsidiaries, 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 Graham Eves, Roger Smith and Roger Humm) consider, having consulted with the Company's nominated adviser, Cairn Financial Partners LLP, that the terms of each of the grants of Options and the LTIP Awards, as outlined above, are fair and reasonable insofar as Shareholders are concerned.
Following the grant of these Options and the LTIP Awards, the Company's total number of Options outstanding as at the date of this announcement is 3,503,453 representing approximately 12.8% of the Company's existing issued share capital.
The number of ordinary shares currently in issue is 27,328,773 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 | Raymond John Gibbs | ||||||
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 instrumentIdentification Code | Ordinary Shares of 2p each GB00BKWQ1135 | ||||||
b. | Nature of the transaction | Grant of nominal cost options under LTIP with time vesting and share price performance conditions attached | ||||||
c. | Price(s) and volume(s) | |||||||
Price(s) | Volume(s) | |||||||
£0.02 | 819,863 | |||||||
d. | Aggregated information - Aggregated Volume - Price | 819,863 options over ordinary shares with an exercise price of £0.02 each | ||||||
e. | Date of the transaction | 2017-12-15 | ||||||
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 | Matthew Graham Wood | ||||||
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 instrumentIdentification Code | Ordinary Shares of 2p each GB00BKWQ1135 | ||||||
b. | Nature of the transaction | Grant of nominal cost options under LTIP with time vesting and share price performance conditions attached | ||||||
c. | Price(s) and volume(s) | |||||||
Price(s) | Volume(s) | |||||||
£0.02 | 341,610 | |||||||
d. | Aggregated information - Aggregated Volume - Price | 341,610 options over ordinary shares with an exercise price of £0.02 each | ||||||
e. | Date of the transaction | 2017-12-15 | ||||||
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 | Trevor Rudderham | ||||||
2 | Reason for notification |
| ||||||
a. | Position/Status | MD of AMAT SBU | ||||||
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 instrumentIdentification Code | Ordinary Shares of 2p each GB00BKWQ1135 | ||||||
b. | Nature of the transaction | Grant of nominal cost options under LTIP with time vesting and share price performance conditions attached | ||||||
c. | Price(s) and volume(s) | |||||||
Price(s) | Volume(s) | |||||||
£0.02 | 409,932 | |||||||
d. | Aggregated information - Aggregated Volume - Price | 409,932 options over ordinary shares with an exercise price of £0.02 each | ||||||
e. | Date of the transaction | 2017-12-15 | ||||||
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 Doidge Richard Banks | ||||||
2 | Reason for notification |
| ||||||
a. | Position/Status | Chairman 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 instrumentIdentification Code | Ordinary Shares of 2p each GB00BKWQ1135 | ||||||
b. | Nature of the transaction | Grant of unapproved options under the 2014 Share Option Schemes, 50% of which have share price performance conditions attached | ||||||
c. | Price(s) and volume(s) | |||||||
Price(s) | Volume(s) | |||||||
£1.255 | 200,000 | |||||||
d. | Aggregated information - Aggregated Volume - Price | 200,000 options over ordinary shares with an exercise price of £1.255 each | ||||||
e. | Date of the transaction | 2017-12-15 | ||||||
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 | Matthew Turner | ||||||
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 instrumentIdentification Code | Ordinary Shares of 2p each GB00BKWQ1135 | ||||||
b. | Nature of the transaction | Grant of unapproved options under the 2014 Share Option Scheme | ||||||
c. | Price(s) and volume(s) | |||||||
Price(s) | Volume(s) | |||||||
£1.255 | 22,111 | |||||||
d. | Aggregated information - Aggregated Volume - Price | 22,111 options over ordinary shares with an exercise price of £1.255 each | ||||||
e. | Date of the transaction | 2017-12-15 | ||||||
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 | Nigel Finney | ||||||
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 instrumentIdentification Code | Ordinary Shares of 2p each GB00BKWQ1135 | ||||||
b. | Nature of the transaction | Grant of unapproved options under the 2014 Share Option Scheme | ||||||
c. | Price(s) and volume(s) | |||||||
Price(s) | Volume(s) | |||||||
£1.255 | 22,111 | |||||||
d. | Aggregated information - Aggregated Volume - Price | 22,111 options over ordinary shares with an exercise price of £1.255 each | ||||||
e. | Date of the transaction | 2017-12-15 | ||||||
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 | Komkrit Sajjaanantakul | ||||||
2 | Reason for notification |
| ||||||
a. | Position/Status | Director of Haydale Technologies Thailand 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 instrumentIdentification Code | Ordinary Shares of 2p each GB00BKWQ1135 | ||||||
b. | Nature of the transaction | Grant of unapproved options under the 2014 Share Option Scheme | ||||||
c. | Price(s) and volume(s) | |||||||
Price(s) | Volume(s) | |||||||
£1.255 | 13,341 | |||||||
d. | Aggregated information - Aggregated Volume - Price | 13,341 options over ordinary shares with an exercise price of £1.255 each | ||||||
e. | Date of the transaction | 2017-12-15 | ||||||
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 | Patrick Franz | ||||||
2 | Reason for notification |
| ||||||
a. | Position/Status | Director of Haydale Technologies Thailand 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 instrumentIdentification Code | Ordinary Shares of 2p each GB00BKWQ1135 | ||||||
b. | Nature of the transaction | Grant of unapproved options under the 2014 Share Option Scheme | ||||||
c. | Price(s) and volume(s) | |||||||
Price(s) | Volume(s) | |||||||
£1.255 | 7,336 | |||||||
d. | Aggregated information - Aggregated Volume - Price | 7,336 options over ordinary shares with an exercise price of £1.255 each | ||||||
e. | Date of the transaction | 2017-12-15 | ||||||
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 | Hung Ming-Chang | ||||||
2 | Reason for notification |
| ||||||
a. | Position/Status | Director of Haydale Technologies (Taiwan) Co. 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 instrumentIdentification Code | Ordinary Shares of 2p each GB00BKWQ1135 | ||||||
b. | Nature of the transaction | Grant of unapproved options under the 2014 Share Option Scheme | ||||||
c. | Price(s) and volume(s) | |||||||
Price(s) | Volume(s) | |||||||
£1.255 | 26,034 | |||||||
d. | Aggregated information - Aggregated Volume - Price | 26,034 options over ordinary shares with an exercise price of £1.255 each | ||||||
e. | Date of the transaction | 2017-12-15 | ||||||
f. | Place of the transaction | XLON (AIM Market) | ||||||
For further information:
Haydale Graphene Industries plc |
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Ray Gibbs, Chief Executive Officer | Tel: +44 (0) 1269 842 946 |
Matt Wood, Finance Director | www.haydale.com |
Trevor Phillips, Head of Communications |
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Cairn Financial Advisers LLP (Nominated Adviser) |
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Tony Rawlinson / Emma Earl | Tel: +44 (0) 20 7213 0880 |
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Arden Partners plc (Broker) |
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Ruari McGirr / Ben Cryer | Tel: +44 (0) 20 7614 5900 |
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Media enquiries:
Buchanan |
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Henry Harrison-Topham / Jamie Hooper | Tel: +44 (0) 20 7466 5000 |
haydale@buchanan.uk.com | www.buchanan.uk.com |
Notes to Editors
Haydale is a global technologies and advanced materials group that facilitates the integration of 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, Japan, Australia and China and operates from six facilities in the UK, USA and the Far East.
For more information please visit: www.haydale.com
Twitter: @haydalegraphene