Last checked at 9 Jul 2020 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 | 9 July 2020 |
Haydale Graphene Industries plc
("Haydale", "the Company" or the "Group")
Adoption of new Stock Appreciation Rights Plan and Grant of Stock Appreciation Rights
Adoption of the new Warrant Deed and Grant of Warrants
PDMR dealings
Haydale (AIM: HAYD), the global advanced materials group announces that on 8 July 2020, the Company adopted the following:
1. The Haydale Technologies, Inc Stock Appreciation Rights Plan 2020 ("HTI SAR") and that the Board of the Company ("Board") has also granted Stock Appreciation Rights under the HTI SAR ("2020 SAR's") to a director ("Director") and staff of the Group's wholly owned US subsidiary, Haydale Technologies, Inc, over an aggregate of 7,000,000 ordinary shares of 2p each in the capital of the Company ("Ordinary Shares") pursuant to the HTI SAR rules; and
2. The Warrant Deed 2020 (the "Warrant Deed") and that the Board has also granted Warrants under the Deed ("2020 Warrants") to a key supplier to the Company over an aggregate of 1,000,000 Ordinary Shares pursuant to the Deed Rules.
Background to the HTI SAR and the Warrant Deed
On 14 January 2020, the Company announced the adoption of a new EMI share option scheme ("2020 EMI Scheme") noting that "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". At the time, the Board consulted with a number of the Company's key shareholders and its advisers and noted that it would look to incentivise and reward key directors and staff of its overseas operations and other third-party agents that can positively impact the performance and development of the Group. The Board recognises that, due to certain restrictions, some intended beneficiaries were unable to participate in the 2020 EMI Scheme. As such the Board has now introduced the HTI SAR and Warrant Deed to benefit these members on substantially the same terms.
The HTI SAR and the Warrant Deed both mirror the key terms of the 2020 EMI Scheme which was "structured to ensure that value is created for shareholders before any value is delivered to directors and key staff. Holders …. 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".
Key Terms of the HTI SAR and the Warrant Deed
All of the 2020 SAR's and 2020 Warrants granted (together, "the Grants") have an exercise price of 2.25p per Ordinary Share (being a 62.2% discount to the closing mid-market price of the Company's Ordinary Shares on 8 July 2020, the last trading day before the Grants) being the exercise price under the 2020 EMI Scheme and can only be exercised between the third and tenth anniversary of the date of their grant as defined by the 2020 EMI Scheme ("Exercise Period").
The proportion of the 2020 SAR's and 2020 Warrants 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 30 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 30 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 30 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 30 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 9.6 % and 438%, respectively, to the closing mid-market price of the Company's Ordinary Shares as at 8 July 2020, being the last trading day before the Grant.
The 2020 SAR's 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 2020 Warrant's may lapse in the event of the termination of services, but at that point and 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 Grants represents approximately 2.4 % of the Company's issued ordinary share capital. Of the 2020 SAR's granted, 3,000,000 were granted to a Director, as follows:
Director's name and employing Group company | Number of 2020 SARs granted | Number of 2020 SARS held following Grant | Total beneficial holding of Ordinary Shares | % of current issued share capital |
Thomas Quantrille (Haydale Technologies, Inc)
| 3,000,000
| 3,000,000 | 311,714 | 0.09 |
The Company's Remuneration Committee retains the ability to amend the performance conditions for the 2020 SAR's and 2020 Warrants and for future grants to ensure that such grants achieve the stated purpose.
Following the Grants, the Company's total number of Options, SARs and Warrants outstanding as at the date of this announcement is 42,100,000 representing approximately 12.4% 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 | Thomas Quantrille | ||||||
2 | Reason for notification |
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a. | Position/Status | Chief Executive Officer of Haydale Technologies, Inc | ||||||
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 Stock Appreciation Rights under the HTI SAR with time vesting and share price performance conditions attached | ||||||
c. | Price(s) and volume(s) | |||||||
Price(s) | Volume(s) | |||||||
£0.0225 | 3,000,000 | |||||||
d. | Aggregated information - Aggregated Volume - Price | 3,000,000 options over ordinary shares with an exercise price of £0.0225 each | ||||||
e. | Date of the transaction | 2020-07-08 | ||||||
f. | Place of the transaction | XLON (AIM Market) | ||||||
For further information:
Haydale Graphene Industries plc |
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Keith Broadbent, CEO | Tel: +44 (0) 1269 842 946 |
Gemma Smith, Global Head of Marketing | www.haydale.com |
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Arden Partners plc (Nominated Adviser & Broker) |
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Ruari McGirr / Paul Shackleton / Ben Cryer | Tel: +44 (0) 20 7614 5900 |
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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 six sites in the UK, USA and the Far East.
For more information please visit: www.haydale.com
Twitter: @haydalegraphene