Result of General Meeting and Total Voting Rights

Surface Transforms PLC

23 May 2024

 

Surface Transforms plc

("Surface Transforms" or the "Company")

Result of General Meeting and

Total Voting Rights

Surface Transforms (AIM: SCE), manufacturers of carbon fibre reinforced ceramic automotive brake discs, announces that, at its General Meeting held earlier today, all Resolutions were duly passed.

A summary of the votes lodged by proxy at the General Meeting is set out below:

	Resolution	Votes For	% For	Votes Against	% Against	Votes Withheld
1.	To increase the limit of the maximum number of shares the Company may issue	143,483,407	98.78	1,774,779	1.22	97,606
2.	To authorise the Directors to allot relevant securities for the Conditional Placing and Open Offer	109,999,378	75.73	35,258,808	24.27	97,606
3.	To authorise the Directors to issue Ordinary Shares for cash other than on a pre-emptive basis*	109,363,496	75.62	35,256,639	24.38	735,657

 * Special Resolution

The Company recognises that a significant proportion of the votes were cast against Resolutions 2 and 3. The Board takes seriously its responsibilities to maintain a healthy dialogue with shareholders and has already engaged with several of them to better understand their concerns.  We will continue to listen to their views. 

(1)     Any proxy appointments, which gave discretion to the Chairman have been included in the 'For' votes total.

(2)     Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution. 

(3)     A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against".

(4)     The number of shares in issue on 22 May 2024 was 432,650,382 with no shares in treasury.

(5)     The full text of the resolutions passed at the General Meeting can be found in the Circular which is available on the Company's website at  www.surfacetransforms.com.

Following approval of the Resolutions, application has been made for 569,422,256 new Ordinary Shares pursuant to the Conditional Placing to be admitted to trading on AIM, with dealings expected to commence at 8.00 a.m. on 24 May 2024.

Total Voting Rights

Following the Conditional Placing Admission, the total number of voting rights in the Company will be 1,002,072,638 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.

Open Offer

The result of the Open Offer is expected to be announced on 24 May 2024.

The Capitalised terms used in this announcement have the same meanings as in the Circular, unless otherwise stated.

For enquiries, please contact:

Surface Transforms plc	[phone]
David Bundred, Chairman
Kevin Johnson, CEO Isabelle Maddock, CFO
Zeus (Nominated Adviser and Joint Broker)	[phone]
David Foreman / James Edis / Ed Beddows (Investment Banking)
Dominic King (Corporate Broking)
Cavendish Capital Markets Ltd (Joint Broker)	[phone]
Ed Frisby / Abigail Kelly (Corporate Finance) Andrew Burdis / Harriet Ward (ECM)

About Surface Transforms

Surface Transforms plc. (AIM:SCE) develop and produce 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 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.

For additional information please visit www.surfacetransforms.com

 

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