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Haydale Graphene Industries PLC RNS Release

Share options and awards, LTIP and PDMR dealings


RNS Number : 5652Z
Haydale Graphene Industries PLC
18 December 2017
 

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 instrument

Identification 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 instrument

Identification 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 instrument

Identification 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 instrument

Identification 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 instrument

Identification 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 instrument

Identification 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 instrument

Identification 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 instrument

Identification 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 instrument

Identification 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

 

Ray Gibbs, Chief Executive Officer

Tel: +44 (0) 1269 842 946

Matt Wood, Finance Director

www.haydale.com

Trevor Phillips, Head of Communications

 

 

 

Cairn Financial Advisers LLP (Nominated Adviser)

 

Tony Rawlinson / Emma Earl

Tel: +44 (0) 20 7213 0880

 

 

Arden Partners plc (Broker)

 

Ruari McGirr / Ben Cryer

Tel: +44 (0) 20 7614 5900

 

 

 

Media enquiries:

Buchanan

 

Henry Harrison-Topham / Jamie Hooper

Tel: +44 (0) 20 7466 5000

[email protected]

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

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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