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REG - Surface Transforms - Result of Placing, Open Offer Launch & GM Notice

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RNS Number : 3811T  Surface Transforms PLC  14 November 2023

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO.

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR").
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION
SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.

 

Surface Transforms plc.

("Surface Transforms" or the "Company")

 

Result of Placing and Subscription

Launch of Open Offer

Notice of General Meeting

 

Surface Transforms (AIM: SCE), manufacturers of carbon fibre reinforced
ceramic automotive brake discs, is pleased to announce that further to the
Company's announcement released at approximately 4.56 p.m. on 13 November 2023
("Launch Announcement"), the Bookbuild has closed and the Company has
conditionally raised gross proceeds of £8.3 million, through the successful
placing of 18,650,000 Firm Placing Shares, 62,918,660 Conditional Placing
Shares and 1,350,000 Subscription Shares at the Issue Price of 10 pence per
Ordinary Share.

 

The Firm Placing Shares, Conditional Placing Shares and Subscription Shares
represent approximately 34.3 per cent. of the Company's Existing Ordinary
Shares. The Issue Price represents a discount of approximately 13.0 per cent.
to the closing mid-market price per Ordinary Share of 11.5 pence on 10
November 2023, being the last Business Day prior to the Launch Announcement.

 

In addition to the Placing and Subscription, the Company intends to provide
all Qualifying Shareholders with the opportunity to subscribe for an aggregate
of up to 20,000,000 Open Offer Shares at the Issue Price, to raise up to
approximately £2.0 million (before expenses), on the basis of 1 Open Offer
Share for every 12.08666165 Existing Ordinary Shares held on the Record Date.
The Board has discretion to increase the size of the Open Offer up to an
aggregate of 30,000,000 Open Offer Shares. Qualifying Shareholders subscribing
for their full entitlement under the Open Offer may also request additional
Open Offer Shares through an excess application facility (the "Excess
Application Facility").

 

The Firm Placing and Subscription are conditional upon the Placing Agreement
becoming unconditional in all respects (save for the condition relating to
Firm Placing Admission) in relation to the Firm Placing and Firm Placing
Admission. The Conditional Placing and the Open Offer are conditional upon,
inter alia, the Company executing the proposed Loan Facility agreement, the
passing of the Resolutions at the General Meeting and upon the Placing
Agreement becoming unconditional in all respects. The Conditional Placing is
not conditional on the Open Offer proceeding or on any minimum take-up under
the Open Offer.

 

Shareholders should note that the Conditional Placing and Open Offer are
conditional, inter alia, on the Company executing the Loan Facility agreement
and the passing of the Resolutions. Failure to approve the Resolutions would
therefore prevent the Company from raising funds pursuant to the Conditional
Placing and Open Offer, and only part of the net proceeds would be received by
the Company. This would require the Company to seek urgent alternate financing
that may or may not be available and, if available, may or may not be on worse
terms than the Fundraising. Furthermore, the Loan Facility is also critical in
enabling the Company to continue with the necessary capital expenditure to
meet the Company's manufacturing capacity requirements. Failure to obtain the
Loan Facility or such other debt financing or to secure it on acceptable
terms, as required to finance Phase 2 and Phase 3 of the Company's
manufacturing strategy, would have a material adverse effect on the Company's
business, financial condition, results of operations and prospects. The
Directors believe that the Resolutions to be proposed at the General Meeting
are in the best interests of the Company and Shareholders as a whole and
unanimously recommend that Shareholders vote in favour of the Resolutions.

 

David Bundred, Chairman of Surface Transforms commented:

 

"We would like to thank both existing and new Shareholders for their support
of this Placing, particularly those existing larger Shareholders who, in
difficult market conditions, have increased their percentage holding in the
Company. Additionally, the Open Offer, accompanying the Placing, has been
scaled to provide existing non-institutional shareholders the opportunity,
should they so wish, to support the Company to both minimise their dilution
and also support the Company in its next phase of growth.

 

The Placing, in combination with the anticipated loan and future free cash
flows provides the funding required to build £150m p.a. sales capacity in the
period to 2027. We remain confident that, from the combination of our existing
order book and potential pipeline conversion, we can deliver these revenues
and also fill this capacity. This funding provides the financial foundation to
maintain our momentum."

 

Reasons for the Fundraising

 

The Company's commercial discussions have progressed well and, as a result,
its contracted expected revenue pipeline is now £390 million 1  (#_ftn1)
together with a PCP totalling £300 million 2  (#_ftn2) . The Company has
recently been nominated for a further vehicle contract with OEM 10.

 

While the Company expects to fund Phase 2 and Phase 3 of its manufacturing
expansion through a combination of external funding (expected to be from the
proposed Loan Facility) and retained profits in the Company, it also requires
working capital to fund the scale up, especially in Q1 2024 as actual
production capacity, which has been delayed, begins to match installed
capacity, such installed capacity run rate increasing towards the total Phase
2 revenue capacity of £50 million 3  (#_ftn3) p.a. during 2024. The
Fundraising also enables the Company to remain on track to deliver on its
recent contract successes.

 

Without the completion of Phase 2 or the commencement of Phase 3, the Company
will not be able to service all of its current contracts or convert its PCP as
it has been able to do successfully to date. Indeed, the Board believe
committed plans for future capacity expansion are crucial to the Company's
ability to win further contracts.

 

Whilst it is possible that no OEMs will award any new contracts to the
Company, based on dealings with OEMs to date and managements understanding of
the OEMs' production plans, the Directors are of the opinion that there is
ongoing positive progress with multiple OEM customers, both for new contracts
and follow on contracts, that necessitate continuing to plan for the future.
The Board is confident that the Company can achieve significant revenue growth
in the coming years, and is targeting an annualised revenue of £250 million
by 2030.

 

Accordingly, the Board are confident that production capacity provided by
Phase 3 will be required, noting that the combined revenue capability of the
existing and extended Knowsley footprint will be £150 million 4  (#_ftn4)
p.a. Putting this in context, the Company's combined current OEM contracts and
PCP total £690 million 5  (#_ftn5) , and assuming an average contract term of
five years, provides an annual equivalent revenue requirement, should all the
PCP be formally awarded, to approximately £129 million annual revenue; this
significantly exceeds the maximum revenue capacity of £75 million 6  (#_ftn6)
of the existing Knowsley site, which will be available in 2025.

 

Accordingly, the Board believe this Phase 3 capacity needs to start being
developed as soon as possible.

Use of proceeds

 

The total cost of Phases 2 and 3 is expected to be c.£52 million, comprising:

 

 Phase 2 remaining                            £14 million
 Phase 3                                      £30 million
 Working capital (to support revenue growth)  £8 million
                                              £52 million

 

The capital expenditure will be funded by the proposed Loan Facility
previously announced by the Company, and its future cash generation.

 

The working capital requirement will be provided by the Fundraise, with c.£5
million required to fund operations, and c.£3 million as contingency and to
fund expenses incurred as a result of the Fundraising. Any excess raised
pursuant to the Open Offer will enable the Company to accelerate its capacity
resilience. The Company does not currently anticipate requiring any further
external funding for future expansion up to Phase 3 but will explore
non-equity options in the first instance should any further external funding
be required.

 

Related Party Transactions

 

The Directors' interests as at today and following completion of the
Fundraising are as follows:

 

 Director          Existing beneficial interest in Ordinary Shares  % of current share capital  Subscription Shares subscribed for  Open Offer Shares to be applied for  Ordinary Shares after Placing and Subscription  % of Enlarged Share Capital(2)

 David Bundred(1)  1,552,626                                        0.64%                        500,000                            -                                     2,052,626                                      0.60%
 Kevin Johnson     991,308                                          0.41%                        150,000                            -                                     1,141,308                                      0.33%
 Isabelle Maddock  13,763                                           0.01%                        100,000                            -                                     113,763                                        0.03%
 Matthew Taylor    740,203                                          0.31%                        500,000                            -                                     1,240,203                                      0.36%
 Julia Woodhouse   435,203                                          0.18%                        100,000                            -                                     535,203                                        0.16%

 

 

(1  ) Including 681,865 Ordinary Shares held in nominee accounts and ISAs of
connected parties

(2)   Assuming Open Offer applications in total for £2.0 million of Open
Offer Shares at the Issue Price

 

The Directors and/or persons connected with each of them have conditionally
subscribed for an aggregate of 1,350,000 Subscription Shares, which
constitutes a related party transaction under the AIM Rules.

 

Accordingly, Ian Cleminson is considered to be the only independent director
of the Company for the purposes of AIM Rule 13. Having consulted with the
Company's nominated adviser, Ian Cleminson considers that the terms of the
Directors' participation is fair and reasonable insofar as Shareholders are
concerned.

 

Richard Sneller, as a substantial shareholder of the Company, is subscribing
for 20,000,000 Placing Shares, which constitutes a related party transaction
under the AIM Rules for Companies.

 

Canaccord, as a substantial shareholder of the Company, is subscribing for
7,352,660 Placing Shares, which constitutes a related party transaction under
the AIM Rules for Companies.

 

In the case of participation by Richard Sneller and Canaccord, all the
Directors are considered to be independent for the purposes of AIM Rule 13.
Having consulted with the Company's nominated adviser, the Directors also
consider that the terms of the participations in the Placing by Mr. Richard
Sneller and Canaccord are fair and reasonable insofar as Shareholders are
concerned.

Firm Placing Admission

The Firm Placing Shares will, when issued, rank pari passu in all respects
with the existing Ordinary Shares then in issue. Application will be made for
the 18,650,000 Firm Placing Shares and 1,350,000 Subscription Shares to be
admitted to trading on AIM and dealings are expected to commence at 8.00 a.m.
on 17 November 2023. Following the Firm Placing Admission, the total number of
voting rights in the Company will be 261,733,233 and Shareholders may use this
figure as the denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their interest
in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Conditional Placing Admission

The Conditional Placing Shares will, when issued, rank pari passu in all
respects with the existing Ordinary Shares then in issue. Application will be
made for the 62,918,660 Conditional Placing Shares to be admitted to trading
on AIM and dealings are expected to commence at 8.00 a.m. on 19 December 2023.

Posting of Circular

The Company expects to post a Circular to Shareholders tomorrow, 15 November
2023, containing a Notice of General Meeting, proxy form and full details of
the Open Offer including the Application Form. The Circular will also be
available on the Company's website at www.surface (http://www.surface)
transforms.co.uk.

Investor presentation

The Company will provide a live presentation to investors and any other
interested parties on via Hardman & Co's platform at 11.00 a.m. on 22
November 2023. Interested parties can register for the presentation at
https://us06web.zoom.us/webinar/register/WN_55f8RJSASOCSyPe1L6fNIg
(https://us06web.zoom.us/webinar/register/WN_55f8RJSASOCSyPe1L6fNIg)

Surface Transforms is committed to ensuring that there are appropriate
communication structures for all its Shareholders. Questions can be submitted
in advance as well as during the event via the "Ask a Question" function.
Although management may not be in a position to answer every question
received, they will address the most prominent ones within the confines of
information already disclosed to the market.

General Meeting

 

The Fundraising is conditional upon, inter alia, the passing of the
Resolutions. The General Meeting will be held at the offices of Gateley Plc,
Ship Canal House, 98 King Street, Manchester, M2 4WU at 11.00 a.m. on 18
December 2023.

 

Irrevocable commitments

 

The Directors (or persons connected with the Directors within the meaning of
sections 252 - 255 of the Act), who in aggregate hold 4,052,757 Ordinary
Shares, representing approximately 1.7 per cent. of the Existing Ordinary
Shares of the Company, have irrevocably undertaken to vote in favour of the
Resolutions at the General Meeting and not to subscribe for any of the Open
Offer Shares.

 

 Expected timetable of principal events

 Record Date for the Open Offer                                                                                  close of business on 13 November 2023
 Publication of Circular and Application Form                                                                    15 November 2023
 Ex entitlement date for the Open Offer                                                                          8.00 a.m. on 16 November 2023
 Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to                                    as soon as possible after
 stock accounts of Qualifying CREST Shareholders

                                                                                                                 8.00 a.m. on 17 November 2023
 Recommended latest time for requesting withdrawal of Open Offer Entitlements                                    4.30 p.m. on 4 December 2023
 and Excess CREST Open Offer Entitlements from CREST
 Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer                                  3.00 p.m. on 5 December 2023
 Entitlements in to CREST
 Latest time and date for splitting of Application Forms (to satisfy bona fide                                   3.00 p.m. on 6 December 2023
 market claims only)
 Latest time and date for receipt of completed Application Forms and payment in                                  11.00 a.m. on 8 December 2023
 full under the Open Offer and settlement of relevant

CREST instructions (as appropriate)
 Announce result of Open Offer                                                                                   by 11 December 2023
 Latest time and date for receipt of proxy forms for General Meeting                                             11.00 a.m. on 14 December 2023
 General Meeting                                                                                                 11.00 a.m. on 18 December 2023
 Announcement of the results of the General                                                                      18 December 2023
 Meeting
 Admission and commencement of dealings in Conditional Placing Shares and Open                                   8.00 a.m. on 19 December 2023
 Offer Shares
 CREST members' accounts credited in respect of Conditional Placing Shares and                                   as soon as possible after
 Open Offer Shares in uncertificated form

                                                                                                                 8.00 a.m. on 19 December 2023
 Dispatch of definitive share certificates for the Conditional Placing Shares                                    by 28 December 2023
 and Open Offer Shares in certificated form

 

Open Offer

 

In order to provide all Qualifying Shareholders with an opportunity to
participate, the Company is conducting an Open Offer providing those
shareholders the opportunity to subscribe at the Issue Price for an aggregate
of 20,000,000 Open Offer Shares. The Board has discretion to increase the size
of the Open Offer up to an aggregate of 30,000,000 Open Offer Shares.  This
allows Qualifying Shareholders to participate on a pre-emptive basis whilst
providing the Company with the flexibility to raise additional equity capital
to further improve its financial position.

 

Qualifying Shareholders are being offered the opportunity to apply through the
Excess Application Facility for additional Open Offer Shares in excess of
their pro rata entitlements to the extent that other Qualifying Shareholders
do not take up their entitlements in full. Qualifying Shareholders with nil
basic entitlement will still be eligible to apply for Open Offer Shares under
the Excess Application Facility. In the event applications exceed the maximum
number of Open Offer Shares available, the Company will decide on the basis
for allocation, however if this scenario occurs, preference is likely to be
given to Qualifying Shareholders with smaller shareholdings (who historically
may have had less opportunity to participate in placings conducted by the
Company). The Open Offer Shares will not be placed subject to clawback nor
have they been underwritten. Consequently, there may be fewer than 20,000,000
Open Offer Shares issued pursuant to the Open Offer (or 30,000,000 Open Offer
Shares issued pursuant to the Open Offer if the Board exercise its discretion
to increase the size of the Open Offer to a maximum aggregate amount of £3.0
million worth of Open Offer Shares).

 

The Open Offer is conditional, amongst other things, on the following:

 

i.              the Firm Placing Admission having occurred not
later than 8.00 am on 17 November 2023;

 

ii.            approval of the Resolutions at the General Meeting;

 

iii.           the Company executing the Loan Facility agreement;

 

 iv.          the Placing Agreement not being terminated prior to
Conditional Placing Admission and becoming and being declared otherwise
unconditional in all respects (save for the condition relating to Conditional
Placing Admission); and

 

v.            Conditional Placing Admission becoming effective on
or before 8.00 a.m. on 19 December 2023 (or such later date and/or time as
the Company, Zeus and Cavendish may agree, being no later than 10 January
2024).

 

Open Offer Entitlement

 

On, and subject to the terms and conditions of the Open Offer, the Company
invites Qualifying Shareholders to apply for their Open Offer Entitlement (as
defined in the Circular) of Open Offer Shares at the Issue Price. Each
Qualifying Shareholder's Open Offer Entitlement has been calculated on the
following basis:

 

1 Open Offer Share for every 12.08666165 Existing Ordinary Shares held by the
Qualifying Shareholder at the Record Date

Fractions of Open Offer Shares will not be allotted to Qualifying Shareholders
and Open Offer Entitlements will be rounded down to the nearest whole number
of Ordinary Shares.

Excess Application Facility

 

Qualifying Shareholders are also invited to apply for additional Open Offer
Shares (up to the total number of Open Offer Shares available to Qualifying
Shareholders under the Open Offer) pursuant to an Excess Application Facility.
Any Open Offer Shares not issued to a Qualifying Shareholder pursuant to their
Open Offer Entitlement will be apportioned between those Qualifying
Shareholders who have applied under the Excess Application Facility at the
sole discretion of the Board, provided that no Qualifying Shareholder shall be
required to subscribe for more Open Offer Shares than he or she has specified
on the Application Form or through CREST. Qualifying Shareholders with nil
basic entitlement will still be eligible to apply for Open Offer Shares under
the Excess Application Facility.

 

The Open Offer Shares will, when issued, be fully paid and rank pari
passu in all respects with the Ordinary Shares in issue at that time,
including the right to receive all dividends and other distributions declared,
made or paid after the date of Conditional Placing Admission.

Qualifying Shareholders should note that the Open Offer is not a 'rights
issue'. Invitations to apply under the Open Offer are not transferable unless
to satisfy bona fide market claims. Qualifying non-CREST Shareholders should
be aware that the Application Form is not a negotiable document and cannot be
traded. Qualifying Shareholders should also be aware that in the Open Offer,
unlike in a rights issue, any Open Offer Shares not applied for will not be
sold in the market nor will they be placed for the benefit of Qualifying
Shareholders who do not apply for Open Offer Shares under the Open Offer.

Settlement and dealings

Application will be made to the London Stock Exchange for admission of the
Open Offer Shares. It is expected that Conditional Placing Admission will
become effective and that dealings will commence at 8.00 a.m. on 19 December
2023.

 

Important information

 

This announcement is for information purposes only and does not itself
constitute an offer or invitation to underwrite, subscribe for or otherwise
acquire or dispose of any securities in the Company and does not constitute
investment advice.

 

Neither this announcement nor any copy of it may be taken or transmitted,
published or distributed, directly or indirectly, in or into the United States
of America, its territories and possessions, any state of the United States
and the District of Columbia (the "United States"), Australia, New Zealand,
Canada, Japan or the Republic of South Africa or to any persons in any of
those jurisdictions or any other jurisdiction where to do so would constitute
a violation of the relevant securities laws of such jurisdiction. Any failure
to comply with this restriction may constitute a violation of the securities
laws of the United States, Australia, New Zealand, Canada, Japan or the
Republic of South Africa. The distribution of this announcement in other
jurisdictions may be restricted by law and persons into whose possession this
announcement comes should inform themselves about and observe any such
restrictions.

 

Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction. Neither this announcement nor
any part of it nor the fact of its distribution shall form the basis of or be
relied on in connection with or act as an inducement to enter into any
contract or commitment whatsoever.

 

In particular, the Placing Shares, the Subscription Shares and the Open Offer
Shares have not been and will not be registered under the US Securities Act,
or under the securities laws or with any securities regulatory authority of
any state or other jurisdiction of the United States, and accordingly the
Placing Shares, the Subscription Shares and the Open Offer Shares may not be
offered, sold, pledged or transferred, directly or indirectly, in, into or
within the United States except pursuant to an exemption from the registration
requirements of the US Securities Act and the securities laws of any relevant
state or other jurisdiction of the United States. There is no intention to
register any portion of the Fundraising in the United States or to conduct a
public offering of securities in the United States or elsewhere.

 

Zeus is authorised and regulated in the United Kingdom by the FCA and is
acting as nominated adviser and Joint Broker to the Company in respect of the
Fundraising . Cavendish is authorised and regulated in the United Kingdom by
the FCA and is acting as Joint Broker to the Company in respect of the
Fundraising. Each of Zeus and Cavendish is acting for the Company and for
no-one else in connection with the Fundraising, and will not be treating any
other person as its client in relation thereto, and will not be responsible
for providing the regulatory protections afforded to its customers nor for
providing advice in connection with the Fundraising or any other matters
referred to herein and apart from the responsibilities and liabilities (if
any) imposed on Zeus or Cavendish, as the case may be, by FSMA, any liability
therefor is expressly disclaimed. Any other person in receipt of this
announcement should seek their own independent legal, investment and tax
advice as they see fit.

 

Forward-looking statements

 

This announcement contains statements about the Company that are or may be
deemed to be "forward-looking statements".

 

All statements, other than statements of historical facts, included in this
announcement may 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", "should",
"anticipates", "estimates", "projects", "would", "could", "continue" or words
or terms of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements include, without limitation, statements
relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the operations of the
Company.

 

These forward-looking statements are not guarantees of future performance.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of any such person, or industry results, to be
materially different from any results, performance or achievements expressed
or implied by such forward-looking statements. These forward-looking
statements are based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which each will
operate in the future. Investors should not place undue reliance on such
forward-looking statements and, save as is required by law or regulation
(including to meet the requirements of the AIM Rules for Companies, the FSMA
and/or MAR), does not undertake any obligation to update publicly or revise
any forward-looking statements (including to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based). All subsequent oral or
written forward-looking statements attributed to the Company or any persons
acting on its behalf are expressly qualified in their entirety by the
cautionary statement above. All forward-looking statements contained in this
announcement are based on information available to the Directors at the date
of this announcement, unless some other time is specified in relation to them,
and the posting or receipt of this announcement shall not give rise to any
implication that there has been no change in the facts set forth herein since
such date.

 

Unless expressly defined in this announcement, capitalised terms shall have
the meanings as defined in the Launch Announcement.

 

 For further information, please contact:

 Surface Transforms plc                                             +44 151 356 2141

 David Bundred, Chairperson
 Kevin Johnson, CEO
 Isabelle Maddock, CFO

 Zeus (Nominated Adviser and Joint Broker)                          +44 203 829 5000

 David Foreman / James Edis / Ed Beddows (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

 1  (#_ftnref1) This is based on the directors' expectations and their
understanding of the relevant OEM's production plan and estimated demand for
discs and it takes into account the expected lifetime revenue from the
company's contract with OEM 10 which is anticipated to be entered into
following the company's recent nomination as OEM 10's tier one supplier of a
carbon ceramic brake discs.

 2  (#_ftnref2) This is based on the directors' expectations, their
understanding of the relevant OEMs production plans and an assumed disc
demand.

 3  (#_ftnref3) Based on management's estimates of sales proceeds from
expected production volumes.

 4  (#_ftnref4) Based on management's estimates of sales proceeds from
expected production volumes.

 5  (#_ftnref5) This is based on the directors' expectations, their
understanding of the relevant OEMs production plans and an assumed disc
demand.

 6  (#_ftnref6) This is based on the directors' expectations, their
understanding of the relevant OEMs production plans and an assumed disc
demand.

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rns@lseg.com (mailto:rns@lseg.com)
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.

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