Haydale Graphene Industries PLC
FINPROM Findings
4“Net liabilities at 30 September 2025 were £12.7 million... transformational acquisition and funding package... exceptionally well positioned... world-leading... £1.1 million equity raise in June 2025 at a significant premium to the price of the prior equity raise in October 2024”
Company has net liabilities of £12.7m, is converting £15.2m of debt to equity, and describes the deal as 'transformational' and 'exceptionally well positioned' with 'world-leading' claims -- all while raising £6.41m via placing/subscription/retail at 0.5p (16.7% discount to 0.6p close). Repeat raise pattern (June 2025, October 2024 prior raises noted). Massive dilution with over 1 billion new placing shares plus extensive warrant/option sweeteners to management.
“"The Enlarged Group will be exceptionally well positioned" ... "potentially world-leading with a large addressable market" ... "Net liabilities at 30 September 2025 were £12.7 million" ... "turning the business from a loss-making R&D focused Company"”
Superlative promotional language ('exceptionally well positioned', 'world-leading') deployed in a fundraise announcement for a company with £12.7m net liabilities, a loss-making track record, and planned share consolidation. The juxtaposition of aggressive promotional claims with severe financial distress indicators is a clear compliance concern.
“Retail Offer is expected to close at 12.00 p.m. on 15 December 2025... Retail Offer opens 8:00 a.m. 12 December 2025”
Retail offer for a company with £12.7m net liabilities runs only 3 calendar days (Fri-Mon, one working day effectively). Short window on a materially distressed company limits retail investors' ability to conduct due diligence on the complex acquisition and funding package.
“"THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO... THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43" ... 16.6% discount disclosed”
The retail offer RNS itself is structurally compliant with proper Article 43 restrictions and standard BookBuild platform disclosure. However, it must be read alongside the heavily promotional proposed fundraise announcement (3638L) which retail investors will likely also have seen.
RNS Announcements
2Proposed Fundraise and Acquisition
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE IN THE APPENDIX TO THIS ANNOUNCEMENT. THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, …
Retail Offer
THIS ANNOUNCEMENT. THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF HAYDALE GRAPHENE INDUSTRIES PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY BY SUCH PERSONS. THIS ANNOUNCEMEN…
Board of Directors
7| Name | Role | Appointed | Status |
|---|---|---|---|
| Gareth Richard Norman Kaminski-Cook | Non-Executive Director | 2024-01-01 | active |
| Jeremy Ellis Nesbitt | Director | 2025-04-23 | active |
| Mark Llewellyn Heycock | Director | 2024-04-30 | active |
| Mark Steven Christopher Sait | Director | 2026-01-08 | active |
| Patrick Carter | Executive Director | 2023-06-05 | active |
| Simon Turek | Director | 2024-11-21 | active |
| Theresa Anne Wallis | Non-Executive Director | 2020-06-10 | active |