REG - Surface Transforms - PDMR Dealing - Award of LTIP share options

Surface TransformsAnnouncement

16/01/2024 07:00

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RNS Number : 7728Z  Surface Transforms PLC  16 January 2024

16 January 2024

 

Surface Transforms plc

("Surface Transforms" or "the Company")

 

Award of LTIP shares options

 

Surface Transforms (AIM:SCE), manufacturers of carbon fibre reinforced
ceramic automotive brake discs, announces that, it has granted, in total, 7.3m
share options to  three PDMRs and five non-PDMR senior managers pursuant to
its long term incentive plan ("LTIP") approved by shareholders at the 2023 AGM
(the "Options").

 

Kevin Johnson (CEO) has been awarded 2.50m Options, Isabelle Maddock (CFO)
1.37m, Stephen Easton (COO) 1.20m, and the five other senior managers a total
of 2.21m. The exercise price of the Options is 10.98p being the volume
weighted average price ("VWAP") up to 12 January 2024, the last practicable
date prior to grant. The Options represents 2.1% of the total issued share
capital of the Company.

 

The Options vest at the third anniversary of grant if the following vesting
requirements are met:

 

·   EBITDA per share between 3.34 pence (10.5 % of the award) and 4.00
pence per share (30% of the award). This is based on achieving between £12.5m
EBITDA and £15m EBITDA  in the year to 31 December 2026

·    Installation of realisable £75m sales capacity (30% of the award)

·    Share price above 60p on a VWAP basis for the 20 days prior to the
vesting date (20% of the award)

·    A commercially confidential strategic milestone providing additional
technical excellence, aimed at maintaining the Company's technical leadership
in the marketplace (20% of the award)

 

The vesting criteria are independent of each other, albeit clearly linked if
the separate criteria are to be achieved.

 

After exercise, the participants in the LTIP  will be required to maintain a
level of shareholding proportional to their salary.

 

The Company also intends to launch an HMRC approved share incentive plan
("SIP") for the whole workforce in April 2024. The broad outline of this
scheme was also approved by shareholders at the 2023 AGM. Further details of
the SIP will be announced in due course.

 

David Bundred (Chairman) said "The background to the launch of this new LTIP
scheme was described at the time of the AGM as it replaces the previous
Enterprise Management Incentive (EMI) Scheme. The awards and vesting criteria
will materially assist retention and motivation of our key executives, a
critical foundation of our ongoing success.

 

The vesting criteria are set in line with our long standing strategic
objectives. The share price target is set at a level higher than any of the
fundraising events since the start of the Company, with the EBITDA targets
being based on recovering from recent operational problems and getting back to
the original plan.

 

We look forward to achieving these objectives."

For enquiries, please contact:

 Surface Transforms plc                                           +44 151 356 2141
 David Bundred, Chairman
 Kevin Johnson CEO

 Isabelle Maddock CFO
 Zeus (Nominated Adviser and Joint Broker)                        +44 203 829 5000
 David Foreman / Dan Bate / James Edis (Investment Banking)
 Dominic King (Corporate Broking)
 Cavendish Capital Markets Ltd (Joint Broker)                     +44 20 7220 0500
 Ed Frisby / Abigail Kelly (Corporate Finance)

 Andrew Burdis / Harriet Ward (ECM)

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)

 

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)  Isabelle Maddock

                                                                  (3)  Stephen Easton

 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 2024 LTIP
 c.  Price(s)                                and                                                                            Price(s)         Volume(s)
     volume(s)
                                                                                                      (1)  Kevin Johnson    10.98p           2,504,554
     (2)  Isabelle Maddock                                                                            10.98p                1,366,120
                                                                                                      (3)  Stephen Easton   10.98p           1,195,355

 d.  Aggregated information                                                          Same as 4(c)

     -                 Aggregated Volume

     - Price
 e.  Date          of          the transaction                                       15 January 2024
 f.  Place         of                    the transaction                             Outside a trading venue

 

 

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