REG - Surface Transforms - Contract Update, Launch of Strategic Review & FSP

Surface TransformsAnnouncement

20/03/2026 07:30

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RNS Number : 4657X  Surface Transforms PLC  20 March 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY
FIRM OFFER MIGHT BE MADE

 

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")

 

Update on contract loss, Launch of Strategic Review and Formal Sale Process

Surface Transforms (AIM: SCE), 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. The Company provides the following
updates with regards to the contract loss, alongside launching a strategic
review and formal sale process for the Company.

Update on contract loss and stakeholder discussions

Since the announcement on 3 March 2026, the Company has engaged in multiple
discussions with key stakeholders to seek additional funding to support
continued trading activities.  However, on 12 March 2026 the Board resolved
to lodge a Notice of Intention to Appoint Administrators, having reached a
settled intention to appoint Michael Magnay and Jonathan Marston of Alvarez
& Marsal Europe LLP ("Alvarez & Marsal") as Joint Administrators.
This was announced on 12 March 2026.  It was also announced that the Company
had appointed Alvarez & Marsal as corporate restructuring adviser and was
working closely with them to understand the options available to the Company.

At this point it is intended that the Company shall continue operating in the
short term. However, the financial position of the Company remains highly
uncertain.

Launch of Strategic Review

Notwithstanding the settled intention of the Board to appoint Joint
Administrators, in parallel to the detailed planning for an insolvency the
Board has determined to conduct a strategic review of the funding and other
options for the Company to seek to maximise value for all stakeholders (the
"Strategic Review"). Options explored as part of the Strategic Review will
include, amongst others, a sale of all or part of the Company's business and
assets, a capital injection, a restructuring of the Company's liabilities, and
a sale of Surface Transforms via a formal sale process pursuant to the
Takeover Code (the "Formal Sale Process").

As part of the Strategic Review, the Board invites expressions of interest
from parties regarding a potential offer for the business and assets of the
Company. The Company has appointed Alvarez & Marsal as its financial
adviser to manage this on behalf of the Board.

Formal Sale Process

The Takeover Panel has agreed that any discussions with any parties interested
in making an offer for the Company may take place within the context of the
Formal Sale Process, to enable an orderly process to be conducted by the
Company and its advisers, and to facilitate wider engagement with interested
parties on a confidential basis.

The Takeover Panel has granted a dispensation from the requirements of Rules
2.4(a), 2.4(b) and 2.6(a) of the Takeover Code, such that any party
participating in the Formal Sale Process will not be required to be publicly
identified as a result of this announcement and will not be subject to the 28
day deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it
is participating in the Formal Sale Process.

As part of the Formal Sale Process, the Board invites expressions of interest
from parties regarding a potential offer for the entire issued and to be
issued ordinary share capital of the Company. The Company is being advised by
Zeus Capital Limited for the purposes of Rule 3 of the Takeover Code and has
also appointed Alvarez & Marsal as its financial adviser.

General

Parties interested in participating in the Formal Sale Process and/or
submitting a proposal in respect of the Strategic Review (including an
acquisition of all, or part of the Company's business and assets) should
contact Alvarez & Marsal at INS_SURFTP@alvarezandmarsal.com.

It is currently expected that any party interested in submitting a proposal
for consideration in connection with the Strategic Review and/or Formal Sale
Process will, at the appropriate time, enter into a non-disclosure and
standstill arrangement with the Company on terms satisfactory to the Board and
on the same terms, in all material respects, as other interested parties
before being permitted to participate in the Strategic Review or Formal Sale
Process. The Company then intends to provide such interested parties with
certain information on its business, following which interested parties will
be invited to submit their proposals. Interested parties should note that due
to the uncertainty in respect of the financial position of the Company, the
Strategic Review and Formal Sale Process will take place on an accelerated
timetable.

The Board reserves the right to alter any aspect of the Formal Sale Process
outlined above or to terminate the Formal Sale Process at any time, and in
such cases will make an announcement as appropriate. The Board also reserves
the right to reject any approach or terminate discussions with any interested
party at any time.

The Company is not currently in any discussions with any potential offeror
relating to an acquisition of the issued and to be issued share capital of the
Company.

Shareholders are advised that this announcement does not represent a firm
intention by any person to make an offer under Rule 2.7 of the Takeover Code
and there can be no certainty that any offers will be made as a result of the
Formal Sale Process, that any sale will be concluded, nor as to the terms on
which any offer may be made. Shareholders are advised to take no action at
this time.

As a consequence of this announcement, an 'offer period' has now commenced in
respect of the Company in accordance with the Takeover Code, and the attention
of shareholders is drawn to the disclosure requirements of Rule 8 of the
Takeover Code, which are summarised below in "Disclosure Requirements of the
Takeover Code".

Further announcements will be made as appropriate.

For enquiries, please contact:

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

 Zeus (Nominated Adviser, Broker, and Rule 3 Adviser)          +44 203 829 5000
 David Foreman / James Edis / Ed Beddows (Investment Banking)
 Dominic King (Corporate Broking)

 Alvarez and Marsal (Financial Adviser)                        INS_SURFTP@alvarezandmarsal.com (mailto:INS_SURFTP@alvarezandmarsal.com)
 Tom Jack / Joe Page

 

About Surface Transforms

Surface Transforms plc. (AIM:SCE) develops and produces carbon‐ceramic
material automotive brake discs. The Company is the UK's only manufacturer of
carbon‐ceramic brake discs, and only one of two mainstream carbon ceramic
brake disc companies in the world, serving customers that include major OEMs
in the global automotive markets.

The Company utilises its proprietary next generation Carbon Ceramic Technology
to create lightweight brake discs for high‐performance road and track
applications for both internal combustion engine cars and electric vehicles.
While competitor carbon‐ceramic brake discs use discontinuous chopped carbon
fibre, Surface Transforms interweaves continuous carbon fibre to form a 3D
matrix, producing a stronger and more durable product with improved heat
conductivity compared to competitor products; this reduces the brake system
operating temperature, resulting in lighter and longer life components with
superior brake performance. These benefits are in addition to the benefits of
all carbon‐ceramic brake discs vs. iron brake discs: weight savings of up to
70%, longer product life, consistent performance, reduced brake pad dust and
corrosion free.

The Company holds the London Stock Exchange's Green Economy Mark.

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

 

Notice related to advisers

Alvarez & Marsal Europe LLP is acting exclusively for Surface Transforms
and for no one else in connection with the subject matter of this announcement
and will not be responsible to anyone other than Surface Transforms for
providing the protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.

Zeus Capital Limited, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for Surface
Transforms and for no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than Surface
Transforms for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this announcement.

Important information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.

This announcement (including any information incorporated by reference in this
announcement) contains statements about the Company that are or may be deemed
to be forward looking statements. Without limitation, any statements preceded
or followed by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "estimates",
"projects" or words or terms of similar substance or the negative thereof, may
be forward looking statements.

These forward-looking statements are not guarantees of future performance.
Such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results to differ
materially from those projected or implied in any forward-looking statements.
Due to such uncertainties and risks, readers should not rely on such
forward-looking statements, which speak only as of the date of this
announcement. The Company disclaims any obligation or responsibility to update
publicly or review any forward-looking or other statements contained in this
announcement, except as required by applicable law.

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdictions.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available (subject to certain restrictions relating to persons resident
in restricted jurisdictions) on Surface Transforms' website
at www.surfacetransforms.com/investors/
(http://www.surfacetransforms.com/investors/)  by no later than 12 noon
(London time) on the first business day following the date of this
announcement. For the avoidance of doubt, the content of the website referred
to in this announcement is not incorporated into and does not form part of
this announcement.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Surface Transforms confirms that, as
at the date of this announcement, its issued share capital consists of
1,302,072,638 ordinary shares with par value of £0.01 each. The International
Securities Identification Number (ISIN) for the ordinary shares is
GB0002892528, and the Company's legal entity identifier (LEI) is
213800GQHNJPE5O8XO79.

 

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