REG - Surface Transforms - Award of 2025 LTIP share options

Surface TransformsAnnouncement

27/11/2025 07:00

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RNS Number : 1702J  Surface Transforms PLC  27 November 2025

Surface Transforms plc

("Surface Transforms" or "the Company")

Award of 2025 LTIP share options

Surface Transforms (AIM:SCE), manufacturers of carbon fibre reinforced
ceramic automotive brake discs, announces that it has granted options (the
"New Options"), over a total of 89,250,000 ordinary shares of 1 pence each in
the Company ("Ordinary  Shares"), under its existing long term incentive plan
("LTIP").

The New Options are exercisable at nil cost per share, with a vesting date of
28 April 2028, subject to the condition that the number of discs shipped and
sold in any rolling twelve-month period prior to 28 April 2028 exceeds
specified conditions.

After exercise, the participants in the LTIP will be subject to a two-year
holding period and required to maintain a level of shareholding proportional
to at least 50% of their salary.

The New Options are designed to incentivise and reward the newly installed
Executive and Senior Management Team who have been tasked with stabilising and
delivering output to a level that drives a profitable business. Details of the
New Options, awarded to PDMRs and non-PDMRs are as follows:

 Name              Role                                 No. of Ordinary Shares

                                                        over which New Options granted
 Kevin Johnson     Chief Executive Officer              39,250,000
 Steve Harrison    Chief Financial Officer              14,500,000
 Gareth Laker      Chief Operating Officer (non-Board)  10,000,000
                                                        63,750,000
 4 x senior managers (non-PDMRs)                        25,500,000
 Total                                                  89,250,000

 

The New Options represent 6.85% of the total issued share capital of the
Company. In addition, Kevin Johnson (CEO) has agreed to the surrender of all
his previous existing options totalling 22.1m of options. As a result,
existing share options together with the New Options  equals a total of 9.49%
of issued share capital.

Furthermore, a non-dilutive cash settled LTIP, whose value will mirror the
value of the shares subject to the share options at the vesting date and for
which the same performance criteria apply (the "phantom share options") has
been granted to these same individuals.

Except for Kevin Johnson and Steve Harrison who are being awarded New Options,
the Directors of the Company consider that the terms of the awards are fair
and reasonable insofar as its shareholders are concerned.

 Ian Cleminson (Chair) said "The Company has endured a difficult period and
there remains a lot of heavy lifting to deliver on the value that is inherent
in the business. A key element in this transition has been to assemble an
Executive and Senior Management Team that has the skills and competence
required for the next phase of development and growth. The New Options are
required to attract and retain the best talent who are focused on both
delivering profitable growth and generating shareholder value with the volume
vesting criteria set significantly above 2025 levels."

 

For enquiries, please contact:

 Surface Transforms plc                                           +44 151 356 2141
 Ian Cleminson, Chair
 Kevin Johnson, CEO

 Steve Harrison, CFO
 Zeus (Nominated Adviser and Broker)                              +44 203 829 5000
 David Foreman / James Edis / Ed Beddows (Investment Banking)
 Dominic King (Corporate Broking)

 

Notification and public disclosure of transactions by Persons Discharging
Managerial Responsibilities ("PDMR") and persons closely associated with them
("PCA")

 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                                                         1)    Kevin Johnson

                                                                  2)    Steve Harrison

                                                                  3)    Gareth Laker
 2   Reason for notification

 a.  Position/Status                                              1)    CEO

                                                                  2)    CFO

                                                                  3)    COO
 b.  Initial notification/                                        Initial Notification

     Amendment
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a.  Name                                                         Surface Transforms plc
 b.  LEI                                                          213800GQHNJPE5O8XO79
 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  Ordinary Shares of 1p each

Identification Code                                         ISIN: GB0002892528
 b.  Nature of the transaction                                    Grant of Options under Surface Transforms plc's 2025 LTIP
 c.  Price(s) and volume(s)                                       Transaction              Price(s)  Volume(s)

                                                            1)    Kevin Johnson      0.0p      39,250,000
                                                                  2)    Steve Harrison     0.0p      14,500,000

                                                            3)    Gareth Laker       0.0p      10,000,000

 d.  Aggregated information                                       Transaction     Price(s)  Aggregated volume(s)  Aggregated Total

                                                            Same as 4 (c )

 e.  Date of the transaction                                      27 November 2025
 f.  Place of the transaction                                     Outside a trading venue

d.

Aggregated information

 

 

 Transaction     Price(s)  Aggregated volume(s)  Aggregated Total
 Same as 4 (c )

e.

Date of the transaction

27 November 2025

f.

Place of the transaction

Outside a trading venue

 

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