Result of Placing and Subscription, & Notice of GM

20 January 2021

 

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE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 ("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

and proposed 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 5.30 p.m. on 19 January 2021 ("Launch Announcement"), the Bookbuild has closed and the Company has conditionally raised gross proceeds of £18.0 million, through the successful placing of 35,750,000 Placing Shares and 250,000 Subscription Shares at the Issue Price of 50 pence per Ordinary Share.

 

The Placing Shares and Subscription Shares represent approximately 23.2 per cent. of the Company's Existing Ordinary Shares. The Issue Price represents a discount of approximately 5.7% to the closing price on 5 January 2021 following the Company's Trading Update announced on that date, and 11.0 per cent. to the volume weighted average price of 56.3263 pence per Ordinary Share for the period from 5 to 19 January 2021 being the period following the Company's last Trading Update to the date of the Launch Announcement.  The Issue Price also represents a discount of approximately 17.0 per cent. to the closing mid-market price per Ordinary Share of 60.5 pence on 19 January, being the date of 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 4,000,000 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 38.72957975 Existing Ordinary Shares held on the Record Date. 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 Placing, Subscription and Open Offer are conditional upon, inter alia, the passing of the Resolutions at the General Meeting and upon the Placing Agreement becoming unconditional in all respects. The Placing is not conditional on the Open Offer proceeding or on any minimum take-up under the Open Offer.

 

David Bundred, Chairman of Surface Transforms commented:

 

"We are delighted with the success of this Placing which now enables us to proceed with building OEM Production Cell Two and thus removing this impediment in winning target business with OEM 8 and OEM 9. In addition, it is most encouraging to welcome a number of new institutional investors, as well as receiving significant ongoing support from our existing institutional shareholders.

We are also pleased to be announcing the Open Offer, again demonstrating our determination that our smaller, early stage, retail investors should continue to have the opportunity to participate in the increasing success of the Company as we mature."

 

Reasons for the Fundraising and use of proceeds

 

As set out in the Launch Announcement, the Company is very pleased with recent discussions and progress made with other new OEMs to build upon its current contract expected revenue pipeline of £43 million¹. Since the start of the financial year, no new nominations have been made but should one or more be awarded to Surface Transforms, the Board considers that they would likely be material.

 

With regard to potential contracts, OEM 8 and OEM 9 operate quite differently to Surface Transforms' other existing OEM customers, including requiring a more compressed 12-15 month (not 24 month) period between contract award and start of production.  Given the compressed start of production timelines required by OEM 8 and OEM 9, the Board consider it sensible to build capacity ahead of any such contract awards. 

 

It is possible that neither OEM 8 nor OEM 9 will award any new contract to the Company.  However, continued progress with OEM 1, OEM 3 (also covering OEM 4), OEM 6 and three new potential OEM customers are progressing well with numerous new vehicle launches being targeted for 2024. Indeed, the prospective contract pipeline has the potential to utilise the entire production capacity of Knowsley by 2024.  Accordingly, the Board are confident that production capacity of a new OEM Production Cell Two will be required in due course, regardless of new contracts being awarded by either or both OEM 8 or OEM 9 to the Company.

¹ This is based on the directors' expectations and their understanding of the relevant OEM's production plan and estimated demand for discs.

 

Use of proceeds

 

Net proceeds of the Placing and Subscription are circa £17.0 million.  The construction cost of OEM Production Cell Two is approximately £9.2 million. A further £0.7 million is to be allocated for machinery improvements to OEM Production Cell One.

 

Forecast increased production will require additional investment in working capital. The balance of the net proceeds will therefore be allocated for future general working capital requirements  and together with the Open Offer, to the extent it is taken up, provide further working capital headroom, as well as the flexibility to respond quickly to other opportunities or requirements that present themselves, such as incremental capital expenditure improvements and ad hoc projects.

 

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	%	Subscription Shares subscribed for	Interest in Ordinary Shares after Placing and Subscription Admission	%	Open Offer Shares to be applied for	Interest in Ordinary Shares after Admission4	%4
David Bundred1	1,310,025	0.8%	50,000	1,360,025	0.7%	-	1,360,025	0.7%
Kevin Johnson	991,308	0.6%	-	991,308	0.5%	-	991,308	0.5%
Richard Gledhill2	14,813,346	9.6%	200,000	15,013,346	7.9%	-	15,013,346	7.7%
Kevin D'Silva3	1,260,315	0.8%	-	1,260,315	0.7%	-	1,260,315	0.6%
Michael Cunningham	120,000	0.1%	-	120,000	0.1%	-	120,000	0.1%

 

¹ Including 516,122 Ordinary Shares held in SIPPs of connected parties

² Held as to 11,670,628 Ordinary Shares through his investment vehicle Group-14 LTD 

³ Held in his SIPPs

⁴Assuming Open Offer applications in total for the full number of Open Offer Shares available

 

David Bundred, Chairman of the Company and Richard Gledhill, non-executive director of the Company, and/or persons connected with each of them have conditionally subscribed for an aggregate of 250,000 Subscription Shares, which constitutes a related party transaction under the AIM Rules.

 

Mr. Richard Sneller, as a substantial shareholder of the Company, is subscribing for 4,133,786 Placing Shares, which constitutes a related party transaction under the AIM Rules for Companies.

 

Unicorn Asset Management Limited, as a substantial shareholder of the Company, is subscribing for 1,035,715 Placing Shares, which constitutes a related party transaction under the AIM Rules for Companies.

 

Canaccord Genuity Wealth Management Limited, as a substantial shareholder of the Company, is subscribing for 2,755,958 Placing Shares, which constitutes a related party transaction under the AIM Rules for Companies.

 

Accordingly, Kevin Johnson, Michael Cunningham and Kevin D'Silva are considered to be independent directors of the Company for the purposes of AIM Rule 13. Having consulted with the Company's nominated adviser, Kevin Johnson, Michael Cunningham and Kevin D'Silva consider that the terms of the Directors' Participation is fair and reasonable insofar as Shareholders are concerned.

 

In the case of participation by Mr. Richard Sneller, Unicorn Asset Management Limited and Canaccord Genuity Wealth Management Limited, 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 participation in the Placing by Mr. Richard Sneller, Unicorn Asset Management Limited and Canaccord Genuity Wealth Management Limited is fair and reasonable insofar as Shareholders are concerned.

Posting of Circular

The Company will post a Circular to Shareholders later today, containing a Notice of General Meeting, proxy form and full details of the Open Offer including the Open Offer application form. The Circular will also be available on the Company's website at www.surfacetransforms.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 4:00 p.m. on 25 January 2021. Interested parties can register for the presentation at https://zoom.us/webinar/register/WN_7OKl7yGVTFaK-e_y89aTbg 

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.  Responses to questions from the live presentation will be published at the earliest opportunity on the Company's website.

General Meeting

 

The Fundraising is conditional upon, inter alia, the passing of the Resolutions. The General Meeting will be held at Image Business Park, Acornfield Road, Knowsley Industrial Estate, Liverpool, L33 7UF at 10.00 a.m. on 8 February 2021. 

 

Pursuant to the Stay at Home Order introduced by the UK Government on 6 January 2021 to manage the Covid-19 virus (coronavirus), public gatherings of more than two people and non-essential travel are currently prohibited. The Company will therefore convene the General Meeting with the minimum quorum of two Shareholders necessary to conduct the meeting, being the Company's Chief Executive, Kevin Johnson (acting as Chairman) and the Company's Finance Director, Michael Cunningham.  All other Shareholders must not seek to attend the General Meeting in person.

 

Irrevocable commitments

 

The Directors (or persons connected with the Directors within the meaning of sections 252 - 255 of the Act), who in aggregate hold 18,494,994 Ordinary Shares, representing approximately 11.9 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 19 January 2021
Publication of Circular and Application Form	20 January 2021
Ex entitlement date for the Open Offer	8.00 a.m. on 21 January 2021
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 21 January 2021
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on 1 February 2021
Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements in to CREST	3.00 p.m. on 2 February 2021
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 3 February 2021
Latest time and date for receipt of proxy forms for General Meeting	10:00 a.m. on 4 February 2021
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 5 February 2021
Announce result of Open Offer	by 8 February 2021
General Meeting	10:00 a.m. on 8 February 2021
First Admission and commencement of dealings in EIS/VCT Placing Shares	8.00 a.m. on 9 February 2021
CREST members' accounts credited in respect of EIS/VCT Placing Shares in uncertificated form	as soon as possible after 8.00 a.m. on 9 February 2021
Second Admission and commencement of dealings in Placing Shares (excluding EIS/VCT Placing Shares), Subscription Shares and Open Offer Shares	8.00 a.m. on 10 February 2021
CREST members' accounts credited in respect of Placing Shares (excluding EIS/VCT Placing Shares), Subscription Shares and Open Offer Shares in uncertificated form	as soon as possible after 8.00 a.m. on 10 February 2021
Dispatch of definitive share certificates for the Open Offer Shares in certificated form	17 February 2021

 

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 4,000,000 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 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. The Open Offer Shares will not be placed subject to clawback nor have they been underwritten. Consequently, there may be fewer than 4,000,000 Open Offer Shares issued pursuant to the Open Offer.

 

The Directors believe that upon First Admission, the gross assets of the Company will exceed the maximum limit set out within the qualifying rules for EIS and VCT.  Accordingly, the Open Offer Shares will not rank as "eligible shares" for the purposes of EIS, nor will they be capable of being a "qualifying holding" for the purposes of investment by VCTs.

 

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

 

i.              approval of the Resolutions at the General Meeting;

 

ii.            completion of the Placing;

 

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

 

iv.           Second Admission becoming effective on or before 8.00 a.m. on 10 February 2021 (or such later date and/or time as the Company, Zeus Capital and finnCap may agree, being no later than 26 February 2021).

 

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 38.72957975 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. 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 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 Second 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 Second Admission will become effective and that dealings will commence at 8.00 a.m. on 10 February 2021.

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 Group, 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 5 February 2021.

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 10 February 2021. 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 5 February 2021.

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 (Terms and Conditions of the Open Offer) and on the Application Form and return it with the appropriate payment to Link Group, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, so as to arrive no later than 11.00 a.m. on 5 February 2021.

 

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 5 February 2021.

 

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.

 

 

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 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 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 Placing in the United States or to conduct a public offering of securities in the United States or elsewhere.

 

Zeus Capital is authorised and regulated in the United Kingdom by the FCA and is acting as nominated adviser and joint bookrunner to the Company in respect of the Placing. finnCap Limited is authorised and regulated in the United Kingdom by the FCA and is acting as joint bookrunner to the Company in respect of the Placing. Each of Zeus Capital and finnCap is acting for the Company and for no-one else in connection with the Placing, 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 Placing or any other matters referred to herein and apart from the responsibilities and liabilities (if any) imposed on Zeus Capital or finnCap, 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 Group and the Enlarged Group 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 Group and the Enlarged Group.

 

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 Prospectus Rules, 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, the Group or any persons acting on their 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 of the Company 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.

 

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

 

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, Chairman

Kevin Johnson, CEO      

Michael Cunningham, CFO

 

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

 

David Foreman / Dan Bate/ Jordan Warburton (Corporate Finance)

Dominic King (Corporate Broking)

 

finnCap Ltd (Joint-Broker)                                                                                   +44 20 7220 0500

Ed Frisby / Giles Rolls (Corporate Finance)
Richard Chambers (ECM)

For additional information please visit www.surfacetransforms.com