Surface Transforms - Award of 2025 LTIP share options

Surface Transforms

27/11/2025 07:00

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/
Amendment
Initial Notification
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

 Identification Code
Ordinary Shares of 1p each
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

 

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