REG - Surface Transforms - Administrators Appointed, End of FSP &Resignations

Surface TransformsAnnouncement

Wed 16:15

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RNS Number : 5418B  Surface Transforms PLC  22 April 2026

THE INFORMATION COMMUNICATED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE
INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO.
596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE
COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.

Surface Transforms plc

("Surface Transforms" or the "Company")

Termination of Strategic Review and Formal Sale Process

Appointment of Administrators

Board changes and resignation of Nominated Adviser

 

Surface Transforms, manufacturers of carbon fibre reinforced ceramic
automotive brake discs, announced on 3 March 2026 that General Motors ("GM")
had notified the Company that it was re-sourcing its supply of brake discs
with effect from 31 March 2026. This resulted in the Company launching a
Strategic Review of the Company, including a formal sales process in
accordance with the City Code on Takeovers and Mergers (the "Formal Sales
Process"), as announced on 20 March 2026.

Termination of Strategic Review and Formal Sale Process

Following the commencement of the Strategic Review, the Company's Financial
Adviser, Alvarez & Marsal Europe LLP ("Alvarez & Marsal") engaged with
a number of interested parties regarding a potential offer for the business
and assets of the Company, and/or making a potential offer for the entire
issued and to be issued ordinary share capital of the Company. However, no
committed offer for the business and assets of the Company or committed offer
for the ordinary share capital of the Company has been received. Accordingly,
the Company has terminated discussions with all parties in relation to the
Strategic Review and Formal Sale Process.

As the Strategic Review has now concluded, the Company is no longer in an
"Offer Period" as defined in the City Code on Takeovers and Mergers (the
"Takeover Code") and, accordingly, the dealing disclosure requirements under
Rule 8 of the Takeover Code no longer apply.

Alongside the above, the Company appointed Zeus Capital Limited ("Zeus") to
act as placing agent to explore the possibility of an equity financing
solution. For a number of reasons including required conditions to be
satisfied to permit an equity solution, the Board concluded that this process
was not deliverable.

Appointment of Administrators

Following the Company's announcement on 9 April 2026 that a third notice of
intention to appoint administrators had been filed, the Company now confirms
that it has today appointed Michael John Magnay, Jonathan Charles Marston and
Joanna Bull of Alvarez & Marsal as joint administrators of the Company
(the "Joint Administrators").

Following their appointment, the Joint Administrators will manage the affairs
of the Company for the purposes of achieving a better result for the Company's
creditors as a whole than would be likely if the Company were wound up
(without first being in administration), or otherwise realising Company
property to make a distribution to one or more secured or preferential
creditors.

It is not expected that the Administration process will result in any returns
to shareholders.

Board changes

Following the appointment of Joint Administrators, Ian Cleminson, Julia
Woodhouse, Mathew Taylor and Paul Marr have resigned as directors of the
Company with immediate effect.

Resignation of Nomad and Broker

As a result of the appointment of Joint Administrators, Zeus has resigned as
the Company's Nominated Adviser and Broker with immediate effect. Accordingly,
the Company's ordinary shares remain suspended from trading on AIM, and
pursuant to AIM Rule 1, if a replacement Nominated Adviser is not appointed
within one month, then admission of the Company's ordinary shares on AIM will
be cancelled.

Defined terms, unless specified herein, shall have the same meaning as those
set out in the Company's announcement released on 20 March 2026 entitled
"Update on contract loss, Launch of Strategic Review and Formal Sale Process".

 

For enquiries, please contact:

     Surface Transforms plc                    +44 151 356 2141
     Kevin Johnson, CEO
     Steve Harrison, CFO

     Alvarez & Marsal (Financial Adviser)      INS_SURFTP@alvarezandmarsal.com
     Joanna Bull / Tom Jack

For additional information please visit www.surfacetransforms.com
(http://www.surfacetransforms.com/)

 

 

 

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