03:00 Thu 09 Jul 2020
Haydale Graphene Ind - Stock Appreciation Rights Plan and Warrant Deed
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
For immediate release |
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("Haydale", "the Company" or the "Group")
Adoption of new Stock Appreciation Rights Plan and
Adoption of the new Warrant Deed and
PDMR dealings
Haydale (AIM: HAYD), the global advanced materials group announces that on
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,
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
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
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
% of |
Performance Condition |
30% |
For a period of 15 consecutive dealing days, commencing after the date of |
30% |
For a period of 15 consecutive dealing days, commencing after the date of |
40% |
For a period of 15 consecutive dealing days, commencing after the date of |
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
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 |
Total beneficial holding of Ordinary Shares |
% of current issued share capital |
(
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3,000,000
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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 |
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1 |
Details of the person discharging managerial responsibilities/person closely associated |
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a. |
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2 |
Reason for notification |
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a. |
Position/Status |
Chief Executive Officer of |
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b. |
Initial notification/ Amendment |
Initial Notification |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a. |
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b. |
LEI |
213800KNULBQFF25IE72 |
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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 |
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a. |
Description of the financial instrument, type of instrument |
Ordinary Shares of 2p each GB00BKWQ1135 |
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b. |
Nature of the transaction |
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c. |
Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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3,000,000 |
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d. |
Aggregated information - Aggregated Volume - Price |
3,000,000 options over ordinary shares with an exercise price of |
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e. |
Date of the transaction |
2020-07-08 |
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f. |
Place of the transaction |
XLON (AIM Market) |
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For further information:
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Tel: +44 (0) 1269 842 946 |
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Arden Partners plc (Nominated Adviser & Broker) |
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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
For more information please visit: www.haydale.com
Twitter: @haydalegraphene
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