Open Offer Excess

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.

4 May 2020

Surface Transforms plc

("Surface Transforms" or the "Company")

Open Offer Excess

Surface Transforms plc (AIM:SCE) announced at 07:00 a.m. on 1 May 2020 that applications had been received in respect of the Open Offer of 9 April 2020 totaling 10,906,466 Open Offer Shares (equivalent to approximately £1.4 million) and representing a take-up of 473 per cent. Pursuant to the terms of the Open Offer, this had to be scaled back to 2,307,692 Open Offer Shares, raising gross proceeds of £0.3 million. The Company also announced that it was exploring various options to satisfy this additional excess demand.

The Board greatly appreciates this excess demand from its shareholders, and would welcome the opportunity to allot shares to those shareholders who applied for an excess of their entitlement in the Open Offer but whose applications were scaled back.  Accordingly, the Board proposes that the Open Offer is increased such that a further 5,384,616 Open Offer Shares of the total applications for 10,906,466 Open Offer Shares be issued.  This will increase the gross proceeds raised under the Open Offer to £1.0 million.

The Company will therefore be writing to this limited number of shareholders on 4 May 2020 and asking them to inform the Company if they do not wish to continue with their Open Offer application. Further details will be set out in that letter, but should Shareholders not wish to continue with their application, they should contact the Company at [email protected] by 5:30 p.m. on 13 May 2020.  If no reply is received the Company will assume that the shareholder has accepted the proposal and confirmed their wish to apply for new Ordinary Shares as aforementioned and will allot the shares by using the funds held by the Registrars, with the remaining funds being returned to the shareholder.

The issue of the additional 5,384,616 Open Offer Shares is conditional upon, amongst other things, approval by Shareholders at a General Meeting of the Company, expected to be held at Surface Transforms plc, Acornfield Rd, Knowsley Industrial Estate at 9.00 a.m. on Wednesday 20  May 2020.  The Circular, together with a notice of the General Meeting, will be posted to Shareholders shortly. Shareholders will be asked to vote by proxy, and consistent with the government's social distancing measures will not be allowed to attend the General Meeting in person.

David Bundred, Chairman commented:

"As I noted in our announcement of 1 May, we are delighted with the strong support from all our shareholders who have participated in this placing and open offer.  For a host of reasons, but not least a defensive plan should the Company's application for a CBILS loan not be successful, we have taken this opportunity to accept, subject to shareholder approval, a proportion of the excess applications received under the open offer. Assuming shareholders approve the increase in the open offer, the Company will have a considerably stronger balance sheet that would otherwise be the case, and can look to the future with optimism."

The person responsible for arranging the release of this announcement on behalf of the Company is Michael Cunningham, Finance Director.

For further information, please contact:

Surface Transforms plc.

Kevin Johnson, CEO                                                                                                           +44 151 356 2141

David Bundred, Chairman

Michael Cunningham, Finance Director

Cantor Fitzgerald Europe (Nomad & Joint Broker) 

David Foreman, Michael Boot, Adam Dawes (Corporate Finance)                          +44 20 7894 7000

Caspar Shand Kydd, Maisie Atkinson (Sales)

finnCap Ltd (Joint Broker)

Richard Chambers (ECM)                                                                                                 +44 20 7220 0500

Ed Frisby, Giles Rolls (Corporate Finance)