Placing and Open Offer

RNS Number : 4208J

Surface Transforms PLC

09 April 2020

 

THE INFORMATION COMMUNICATED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

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

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN SURFACE TRANSFORMS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

Surface Transforms plc

("Surface Transforms " or the "Company ")

Placing raising £1.4 million

and

Open Offer to raise up to £0.3 million

Surface Transforms (AIM:SCE), manufacturers of carbon fibre reinforced ceramic materials, is pleased to announce that Cantor Fitzgerald Europe and finnCap Ltd, on behalf of the Company, have successfully placed 10,806,995   new ordinary shares of 1p each in the Company ("Ordinary Shares") (the "Placing Shares") at a price of 13.0 pence per share (the "Issue Price"), raising gross proceeds of approximately £ 1.4 million pursuant to its existing authority to issue equity for cash (the "Placing"), conditional on admission of the Placing Shares to trading on AIM ("Placing Admission").

Cantor Fitzgerald is acting as Nominated Adviser and Joint Broker and finnCap is acting as Joint Broker in connection with the Placing.

In addition to the Placing, the Company intends to provide all Qualifying Shareholders with the opportunity to subscribe for an aggregate of up to 2,307,692 new Ordinary Shares (the "Open Offer Shares") at the Issue Price of 13.0 pence per share, to raise up to approximately £ 0.3 million (before expenses), on the basis of 1 New Ordinary Share for every 58.97624813 Existing Ordinary Shares held on the Record Date (the "Open Offer" together with the Placing, the "Fundraising"). Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility.

The Issue Price represents a discount of approximately 16 per cent. to the price of 15.5 pence per existing Ordinary Share, being the Closing Price on 8 April 2020.

Use of proceeds and reasons for the Fundraising

The net proceeds of the Placing will provide Surface Transforms with sufficient working capital to enable it to continue operating should COVID-19 impact the business in a material manner.  The Board has modelled various scenarios and a working capital buffer of £1.3 million is sufficient even were forecast revenues to fall approximately 50 per cent. to £1.6 million for the year ending 31 December 2020. 

As set out in the Company's COVID-19 Update on 27 March 2020, the Company remains operational and is manufacturing brake discs with sufficient raw material and component inventory to continue to do so for some months.  Since the start of the year, the Company has not yet received any cancellations or OEM deferments of pre-contracted purchases. 

In addition, the Company is extremely pleased with recent discussions and progress made with other new OEMs as part of its prospective contract pipeline of £50 million per annum during the next five years. Since the start of the financial year, no new nominations have been made but should one or more be awarded to Surface Transforms, they would likely be material.

However, given the rapid and continuing spread of COVID-19, together with the various government mitigating actions across the globe, there can be no guarantee that future expected orders will not be deferred or cancelled, and furthermore, currently contracted start-of-production (SOP) dates of new OEM vehicles, could be delayed.  The Board has responded quickly to the challenges of the COVID-19 outbreak, implementing various cash retention initiatives including:

-  Furloughing approximately 50% of the Company's employees to reduce the Company's short-term operational cost base;

-  A review of the Company's operational cost base implementing some further variable cost reductions and payment holidays;

-  Executive director remuneration being reduced by 10% for not less than 6 months, and the non-executive directors' remuneration being reduced by 20% for not less than 3 months;

-  Cancellation of the bonus scheme for executive directors and the senior management team for the current financial year;

-  Delaying any non-essential capital expenditure; and  

-  Ceasing any non-essential other expenditure.

The Company has also applied for a Coronavirus Business Interruption Loan ("CBIL") but does not yet know whether their application has been successful.  Even if the application is successful, there can be no guarantee that the full amount of the loan applied for will be awarded. However, given the various actions taken and being taken by the Board, the Board is confident the Company will have sufficient working capital to navigate a significant reduction in revenues, even if the CBIL application is unsuccessful.

The Placing will enable the Company to focus on fulfilling its existing customer contracts and being nominated on new OEM cars without distractions on the financial health of the business.  Whilst a substantial proportion of the Company's employees are being temporarily furloughed, the Board believe that the remaining team will be able to continue to meet the key milestones as set out in the existing OEM long-term contracts.

The remaining group of non-furloughed senior management, engineers and developers can continue progressing all existing engineering on the Company's other new OEMs as part of its prospective contract pipeline; were a greater number of staff furloughed, the Board consider there would be a risk that current discussions and activity with other new OEMs would curtail considerably.

Related Party Transactions

Canaccord Genuity Wealth Management Limited, as a substantial shareholder of the Company, is subscribing for 4,153,845 Placing Shares, which constitutes a related party transaction under the AIM Rules for Companies.

Mr. Richard Sneller, as a substantial shareholder of the Company, is subscribing for 3,076,923 Placing Shares, which constitutes a related party transaction under the AIM Rules for Companies.

David Bundred, Richard Gledhill and Kevin D'Silva, all of whom are directors of the Company ("Directors"), have confirmed they are subscribing for in aggregate 1,346,153 Placing Shares, whilst Kevin Johnson has undertaken to apply for 192,308 Open Offer Shares (the "Directors' Participation"), which constitutes a related party transaction under the AIM Rules for Companies.

Accordingly, only Michael Cunningham is considered to be an independent director of the Company for the purposes of AIM Rule 13.  Having consulted with the Company's nominated adviser, Michael Cunningham considers that the terms of the Directors' Participation as well as the participation by Canaccord Genuity Wealth Management Limited and, Mr. Richard Sneller are fair and reasonable insofar as shareholders are concerned.

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

Director	Existing beneficial interest in Ordinary Shares	%	Placing Shares subscribed for	Interest in Ordinary Shares after Placing Admission	%	Open Offer Shares to be applied for	Interest in Ordinary Shares after Open Offer Admission3	%3
David Bundred	894,641	0.66%	115,384	1,010,025	0.69%	-	1,010,025	0.68%
Kevin Johnson	799,000	0.59%	-	799,000	0.54%	192,308	991,308	0.66%
Richard Gledhill1	13,431,755	9.88%	1,153,846	14,585,601	9.93%	-	14,585,601	9.77%
Kevin D'Silva2	1,129,295	0.83%	76,923	1,206,218	0.82%	-	1,206,218	0.81%
Michael Cunningham	100,000	0.07%	-	100,000	0.07%	-	100,000	0.07%

¹ Held as to 10,341,433 Ordinary Shares through his investment vehicle Group-14 LTD

² Held in his SIPPs.

³ Assuming Open Offer applications in total for the full number of Open Offer Shares available

Admission and Total Voting Rights

The Placing Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares of the Company. Application will be been made for the 10,806,995 Placing Shares to be admitted to trading on AIM and accordingly dealings are expected to commence at 8.00 a.m. on 17 April 2020. Following Placing Admission, the total number of voting rights in the Company will be 146,906,011 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.

Any Open Offer Shares subscribed for under the Open Offer are expected to be admitted to trading on AIM on 4 May 2020 in accordance with the timetable set out in this Announcement . A further announcement in respect of the Open Offer Admission will be made in due course.

Open Offer and posting of Circular

Alongside the Placing, the Company is pleased to announce that it is also providing the opportunity for Qualifying Shareholders to participate in the Open Offer to raise up to approximately £0.3 million gross of expenses. The circular setting out full details of the Open Offer ("Circular") will be made available on the Company's website at www.surfacetransforms.com and posted to shareholders on 14 April 2020.

The proposed Issue Price of 13.0 pence per Open Offer Share is the same price as the price at which the Placing Shares are being issued pursuant to the Placing.

Qualifying Shareholders may subscribe for Open Offer Shares in proportion to their holding of Existing Ordinary Shares held on 8 April 2020 (the "Record Date"). Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares as an Excess Entitlement, up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer.

The issue and allotment of the Open Offer Shares will not exceed the Company's existing authorities and therefore does not require Shareholder approval.

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

i.  completion of the Placing;

ii.  the Placing Agreement not being terminated prior to Placing Admission and becoming and being declared otherwise unconditional in all respects; and

iii.  Open Offer Admission becoming effective on or before 8.00 a.m. on 4 May 2020 (or such later date and/or time as the Company, Cantor Fitzgerald and finnCap may agree, being no later than 15 May 2020).

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 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 58.97624813 Existing Ordinary Shares held at the Record Date

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.

The Open Offer Shares will, when issued and fully paid, 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 Open Offer 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 Open Offer Admission of the Open Offer Shares. It is expected that such Open Offer Admission will become effective and that dealings will commence at 8.00 a.m. on 4 May 2020.

Overseas Shareholders

The Open Offer Shares have not been and are not intended to be registered or qualified for sale in any jurisdiction other than the United Kingdom. Accordingly, unless otherwise determined by the Company and effected by the Company in a lawful manner, the Application Form will not be sent to Shareholders with registered addresses in any jurisdiction other than the United Kingdom since to do so would require compliance with the relevant securities laws of that jurisdiction. The Company reserves the right to treat as invalid any application or purported application for Open Offer Shares which appears to the Company or its agents or professional advisers to have been executed, effected or despatched in a manner which may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents or professional advisers believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of share certificates for Open Offer Shares, or in the case of a credit of Open Offer Shares in CREST, to a CREST member whose registered address would not be in the UK.

Notwithstanding the foregoing and any other provision of the Circular or the Application Form, the Company reserves the right to permit any Qualifying Shareholder to apply for Open Offer Shares if the Company, in its sole and absolute discretion, is satisfied that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question.

This Announcement and the Circular together with the accompanying Application Form, in the case of Qualifying non-CREST Shareholders, contains the terms and conditions of the Open Offer.

If a Qualifying Shareholder does not wish to apply for Open Offer Shares he should not complete or return the Application Form or send a USE message through CREST.

Qualifying non-CREST Shareholders

If you are a Qualifying non-CREST Shareholder you will receive an Application Form which gives details of your Open Offer Entitlement (as shown by the number of the Open Offer Shares allocated to you). If you wish to apply for Open Offer Shares under the Open Offer you should complete the Application Form in accordance with the procedure for application set out in the Circular and on the Application Form itself. The completed Application Form, accompanied by full payment, should be returned by post to Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU so as to arrive as soon as possible and in any event no later than 11.00 a.m. on 30 April 2020.

Qualifying CREST Shareholders

Application will be made for the Open Offer Shares of Qualifying CREST Shareholders to be admitted to CREST. It is expected that the Open Offer Shares will be admitted to CREST on 4 May 2020. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. If you are a Qualifying CREST Shareholder, no Application Form will be sent to you but you will receive credits to your appropriate stock account in CREST in respect of your Open Offer Entitlements. You should refer to the procedure for application set out in the Circular. The relevant CREST instruction must have settled by no later than 11.00 a.m. on 30 April 2020.

Action to be taken

Open Offer

Qualifying non-CREST Shareholders wishing to apply for Open Offer Shares must complete the Application Form in accordance with the instructions set out in the Circular (Termsand Conditions of the Open Offer) and on the Application Form and return it with the appropriate payment to Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, so as to arrive no later than 11.00 a.m. on 30 April 2020.

If you do not wish to apply for any Open Offer Shares under the Open Offer, you should not complete or return the Application Form. If you are a Qualifying CREST Shareholder, no Application Form will be sent to you. Qualifying CREST Shareholders will have Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to their stock accounts in CREST. You should refer to the procedure for application set out in the Circular (Terms and Conditions of the Open Offer). The relevant CREST instructions must have settled in accordance with the instructions in the Circular by no later than 11.00 a.m. on 30 April 2020.

Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this Announcement, the Circular and the Open Offer.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date for the Open Offer	Close of Business on 8 April 2020
Announcement of the Placing and Open Offer	9 A pril 2020
Publication of Circular and Application Form	14 April 2020
Ex entitlement date for the Open Offer	8.00 a.m. on 1 5 April 2020
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders	as soon as possible after 8.00 a.m. on 16 April 2020
Placing Admission and commencement of dealings in Placing Shares commence	8 .00 a.m. on 17 April 2020
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on 24 April 2020
Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements in to CREST	3.00 p.m. on 27 April 2020
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 28 April 2020
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 30 April 2020
Announce result of Open Offer	30 April 2020
Open Offer Admission and commencement of dealings in O pen Offer Shares commence	8.00 a.m. on 4 May 2020
CREST members' accounts credited in respect of Open Offer Shares in uncertificated form	as soon as possible after 8.00 a.m. on 4 May 2020
Dispatch of definitive share certificates for the Open Offer Shares in certificates form	11 May 2020

David Bundred, Chairman of Surface Transforms, commented:

"The Fundraising provides the Company with sufficient working capital to withstand a number of downside scenarios we have modelled regarding disruptions resulting from COVID-19. The strengthened balance sheet de-risks the business, and comes at an exciting time in the Company's development."

"We are pleased that current shareholders continue to support our strategy to become a series production supplier of carbon ceramic brake discs to the larger volume OEM automotive market."

For further information, please contact:

Surface Transforms plc

Kevin Johnson, CEO    [phone]

Michael Cunningham CFO 

David Bundred, Chairman

Cantor Fitzgerald Europe (Nomad & Joint Broker)  

David Foreman, Michael Boot, Adam Dawes (Corporate Finance)     [phone]

Caspar Shand Kydd, Maisie Atkinson (Sales)

finnCap Ltd (Joint Broker)

Richard Chambers (ECM)       [phone]

Ed Frisby, Giles Rolls (Corporate Finance)

David Bundred - PDMR Notification Form

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	David Bundred
2	Reason for notification
a.	Position/Status	Non-Executive Chairman
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 GB0002892528
b.	Nature of the transaction	Purchase of ordinary shares
c.	Price(s) and volume(s)
			Price(s)	Volume(s)
			£0.13	115,384
d.	Aggregated information - Aggregated Volume - Price	115,384 £ 0.13
e.	Date of the transaction	15 April 2020
f.	Place of the transaction	AIM

Richard Gledhill- PDMR Notification Form

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	Richard Gledhill
2	Reason for notification
a.	Position/Status	Non-Executive Director
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 GB0002892528
b.	Nature of the transaction	Purchase of ordinary shares
c.	Price(s) and volume(s)
			Price(s)	Volume(s)
			£0.13	1,153,846
d.	Aggregated information - Aggregated Volume - Price	1,153,846 £0.13
e.	Date of the transaction	15 April 2020
f.	Place of the transaction	AIM

Kevin D'Silva - PDMR Notification Form

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	Kevin D'Silva
2	Reason for notification
a.	Position/Status	Non-Executive Director
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 GB0002892528
b.	Nature of the transaction	Purchase of ordinary shares
c.	Price(s) and volume(s)
			Price(s)	Volume(s)
			£0.13	76,923
d.	Aggregated information - Aggregated Volume - Price	76,923 £0.13
e.	Date of the transaction	15 April 2020
f.	Place of the transaction	AIM

 

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