Source - LSE Regulatory
RNS Number : 2865T
Surface Transforms PLC
13 November 2023
 

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, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN SURFACE TRANSFORMS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF SURFACE TRANSFORMS PLC OR ANY OTHER ENTITY.

 

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 AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("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")

 

Proposed Placing and Subscription to raise approximately £8.0 million (before expenses) via an accelerated bookbuild, and Open Offer to raise up to a further £2.0 million (before expenses)

 

 

Surface Transforms (AIM:SCE), manufacturers of carbon fibre reinforced ceramic automotive brake discs, is pleased to announce that it proposes to raise approximately £2.0 million (before expenses) by means of a Firm Placing and Subscription, and a further £6.0 million (before expenses) by means of a Conditional Placing (together, the "Placing and Subscription"), with a total 80,000,000 New Ordinary Shares at 10 pence per New Ordinary Share. In addition to the Placing and Subscription, the Company proposes to raise up to a further £2.0 million (before expenses), subject to the Board's discretion to increase the size of the Open Offer, by way of an Open Offer (together with the Placing and Subscription, the "Fundraise").

 

The net proceeds from the Fundraise will be used for working capital requirements with approximately £5.0 million required to fund operations, and approximately £3.0 million as contingency and to fund expenses incurred as a result of the Fundraise. Any excess raised pursuant to the Open Offer will be to enable the Company to accelerate its capacity resilience.

 

As announced on 3 November 2023, the Company are in advanced discussion on a £13.0 million capital expenditure loan that would be released as new capacity is expended in 2024 and 2025 but cannot be used for working capital purposes. The Company does not currently anticipate requiring any further external funding for future expansion up to Phase 3.

 

The Placing will be conducted by way of an accelerated bookbuild which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix to this Announcement.

 

KEY HIGHLIGHTS

 

·    Proposed Placing of up to £7.9 million (before expenses) with institutional investors, proposed Subscription of £0.1 million by certain of the Directors (before expenses) and proposed Open Offer of up to £2.0 million (before expenses), subject to the Board's discretion to increase the size of the Open Offer, to existing Qualifying Shareholders, in each case at the Issue Price.

 

·      The Company intends to use the net proceeds of the proposed Fundraise for working capital requirements.

 

·     The Issue Price represents a discount of approximately 15.0 per cent. to the closing mid-market price of 11.5 pence per Ordinary Share on 10 November 2023, being the last Business Day prior to the date of this Announcement. 

 

·     Zeus is acting as Nominated Adviser and joint broker to the Company and Cavendish is acting as joint broker to the Company in connection with the Fundraise.

 

·    Completion of the Conditional Placing is subject to, inter alia, the Company executing the proposed Loan Facility agreement and the Resolutions being passed at a General Meeting of the Company, expected to be held at 11.00 a.m. on 18 December 2023.

 

 

The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the absolute discretion of the Joint Brokers, in consultation with the Company.  The allocation of the Placing Shares between First Admission and Second Admission shall be at the absolute discretion of the Joint Brokers, in consultation with the Company. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by the Joint Brokers and the Company at the close of the Bookbuild. The result of the Placing will be announced as soon as practicable thereafter.  The Placing is not underwritten.

 

In addition, certain of the Directors have indicated an intention to participate in the Fundraising (by way of a direct Subscription for Subscription Shares) as follows:

 

Director

Intended Subscription

Number of Subscription Shares

David Bundred

£50,000

500,000

Kevin Johnson

£15,000

150,000

Isabelle Maddock

£10,000

100,000

Matthew Taylor

£50,000

500,000

Julia Woodhouse

£10,000

100,000

 

In addition to the Placing and Subscription, the Company intends to provide all Qualifying Shareholders with the opportunity to subscribe for an aggregate of 20,000,000  Open Offer Shares at the Issue Price of 10 pence per Open Offer Share to raise up to approximately £2.0 million (before expenses), subject to the Board's discretion to increase the size of the Open Offer. Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through an excess application facility. The Open Offer is not underwritten.

 

The issue of the Firm Placing Shares and the Subscription Shares are conditional, inter alia¸ on the Firm Placing Admission. The issue of the Conditional Placing Shares and the Open Offer Shares are conditional, inter alia, on the Company executing the proposed Loan Facility agreement and the passing by Shareholders of the Resolutions at the General Meeting of the Company, expected to be held at 11.00 a.m. on 18 December 2023. 

 

Shareholders should note that the Conditional Placing and Open Offer are conditional, inter alia, on the Company executing the Loan Facility agreement and the passing of the Resolutions. Failure to approve the Resolutions would therefore prevent the Company from raising funds pursuant to the Conditional Placing and Open Offer, and only part of the net proceeds would be received by the Company. This would require the Company to seek urgent alternate financing that may or may not be available and, if available, may or may not be on worse terms than the Fundraising. Furthermore, the Loan Facility is also critical in enabling the Company to continue with the necessary capital expenditure to meet the Company's manufacturing capacity requirements. Failure to obtain the Loan Facility or such other debt financing or to secure it on acceptable terms, as required to finance Phase 2 and Phase 3 of the Company's manufacturing strategy, would have a material adverse effect on the Company's business, financial condition, results of operations and prospects. The Directors believe that the Resolutions to be proposed at the General Meeting are in the best interests of the Company and Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions.

 

A circular containing further details of the Placing, the Subscription and the Open Offer, Notice of General Meeting, proxy form and Application Form will be despatched to Shareholders following announcement of the result of the Placing and Subscription and will thereafter be available on the Company's website at www.surfacetransforms.com.

 

Applications will be made to the London Stock Exchange for the admission of the Firm and Conditional Placing Shares, Subscription Shares and Open Offer Shares to be admitted to trading on AIM.  Admission of the Firm Placing Shares and the Subscription Shares is expected to commence at 8.00 a.m. on 17 November 2023 and admission of the Conditional Placing and the Open Offer Shares at 8.00am on 19 December 2023.

 

The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares.

  

The Appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Fundraise.

 

 

 

For further information, please contact:

 

 


Surface Transforms plc

+44 151 356 2141

David Bundred, Chairman


Kevin Johnson CEO


Isabelle Maddock CFO


 


Zeus (Nominated Adviser and Joint Broker)

+44 203 829 5000

David Foreman / James Edis / Ed Beddows (Investment Banking)


Dominic King (Corporate Broking)


 


Cavendish Capital Markets Ltd (Joint Broker)

+44 20 7220 0500

Ed Frisby / Abigail Kelly (Corporate Finance)


Andrew Burdis / Harriet Ward (ECM)


 

Introduction

 

Surface Transforms announces that it proposes to raise approximately £2.0 million (before expenses) by means of a Firm Placing and Subscription, and a further £6.0 million (before expenses) by means of a Conditional Placing, with a total 80,000,000 New Ordinary Shares at 10 pence per New Ordinary Share. In addition, the Company proposes to raise up to a further £2.0 million (before expenses), subject to the Board's discretion to increase the size of the Open Offer, by way of an Open Offer.

 

The Conditional Placing is conditional on, amongst other things, the executing of the proposed Loan Facility agreement, the passing of the Resolutions and the Conditional Placing Admission.

 

Automotive market drivers

 

Surface Transforms produce lightweight carbon ceramic brake discs for the automotive industry. Historically, iron discs have been utilised. However, there are compelling drivers for the increasing adoption of carbon ceramic brakes, with the likes of AMG, Aston Martin, Audi, Bentley, BMW, General Motors, Ferrari, Jaguar Land Rover, Lamborghini, Lucid, Koenigsegg, McLaren, Nissan, Porsche, Tesla and VW who are now offering carbon ceramic brakes on selected vehicles.

 

The drivers for the adoption of carbon ceramic brakes are multi-faceted and include:

 

·      Technological: carbon ceramic discs provide superior braking performance than iron discs being both stronger and more durable as well as being able to dissipate more heat - increased heat evacuation reduces the brake temperature which improves performance. In addition, carbon ceramic discs can be up to 70 per cent. lighter - in certain instances each carbon ceramic brake disc being 25 kg lighter resulting in a total chassis weight reduction of 100 kg;

 

·      Environmental: reduced chassis weight results in lower CO2 emissions. In addition, carbon ceramic discs produce significantly less brake pad dust pollution than iron discs, an increasingly important issue for regulators;

 

·      Competition: Brembo SGL are currently the leading carbon ceramic brake disc manufacturer by volume who have historically enjoyed a near monopolistic position. Automotive OEMs desire de-risked supply arrangements wherever possible. The Board consider Surface Transforms to be the only credible alternative supplier of carbon ceramic brakes to Brembo SGL, and anticipate this to be the situation for some time;

 

·      Lifetime and total cost of ownership: Carbon ceramic discs last approximately four times longer than iron discs. This increased service life therefore has a commensurate reduction in the total cost of ownership;

 

·      Quality: Carbon ceramic discs provide enhanced handling, comfort and performance compared with heavier iron discs. Furthermore carbon ceramic discs materially reduce the prospect of galvanic corrosion, a safety concern for grey iron discs on EVs;

 

·      Aesthetics: Carbon ceramic discs are desirable, especially when combined with colourful callipers, and because they do not corrode like iron discs, they generate significantly less brake dust resulting in cleaner wheels;

 

·      Shift to EV: The EV market is becoming more prominent in the wider automotive space, led by stringent rules in the EU, California and Japan to reduce carbon emissions. In addition to the above, weight saving on EVs can lead to smaller and potentially cheaper batteries.

 

While there are substantial market drivers outlined above, the considerable testing requirements of the OEMs continue to limit the competition. Surface Transforms is currently taking market share from both Brembo SGL and iron disc manufacturers, and expects to continue to win new contracts during the coming years.

 

The move from a modular manufacturing plant to one that is vertically integrated has further benefitted its competitiveness as it has enabled the Company to identify expansion to £150 million[1] p.a. revenue without the need for additional manufacturing space outside of its existing footprint and the adjacent site.

 

Progress with OEM customers

 

Surface Transform's growth is driven by contracting directly with OEMs to supply carbon ceramic brake discs for upcoming models. The Company has enjoyed further recent commercial success, with a new nomination as OEM 10's tier one supplier of a carbon ceramic brake discs in 2023 which is expected to result in a new £100 million lifetime contract awarded by OEM 10 with SOP anticipated to begin in 2027.

 

Recent success has seen the number of contracts nominated rise from 8 in 2021 to 12 in 2023, with 11 of those contracts awarded, and the expected lifetime value of the contracts has increased to £390 million[2] at the date of this document from £66 million in 2021, equivalent to annual revenue of £79 million versus £12 million in 2021.

 

Five vehicle contracts are already in production. The remaining contracts are expected to enter SOP at regular intervals between now and 2027.

 

The Company has also experienced success in building its expected revenue through "follow on" contracts, where OEM customers use existing product approvals on their future models. Follow on contracts are an important pillar in the future commercial strategy of the Company as they result from strong customer relationships and leverage the existing product technology. The Company now has 5 follow on contracts. Indeed, the Company expects follow on contract wins to form a significant portion of new contract wins in the future.

 

Alongside the awarded and nominated contracts, the Company is in discussions with other potential customers and has a PCP of £300 million[3]. In addition, the Company remains in active discussions with other customers which have not yet reached the threshold required to be included in the Company's PCP.

 

Whilst there can be no guarantee that Surface Transforms will be awarded any further supply contracts to any of the OEMs or, even if awarded, what the actual vehicle volumes will transpire to be, the Board note their continuing success winning new contracts, particularly follow on contracts.

 

Tangentially, the EV market has and is expected to remain an important growth driver of Surface Transforms. In August 2022, Surface Transforms announced its first contract with OEM 9, a new entrant to the EV market, where there is also potential for follow on contracts on future models. This follows the Company's £27.5 million contract award with OEM 8 (in 2020) that was extended in 2022 both in contract duration as well as annual volumes to approximately £100 million total contract revenue and the latest £100m contract nomination from OEM 10 (in October 2023).

 

Whilst Surface Transforms can fulfil its existing supply contracts through existing, and planned increases in manufacturing capacity through 2024 and 2025 at the Company's Knowsley facility, there is insufficient resilience and future capacity expansion will be required to deliver the PCP, should these be converted into actual contract awards.

 

Manufacturing Strategy

 

The Company's existing manufacturing facility at Knowsley totals approximately 55,000 sq. ft. with current revenue capacity of £20 million p.a.

 

In 2021, Surface Transforms pivoted its manufacturing strategy from modular, relatively independent but identical OEM cells to a more continuous plant-wide "single production line". This enabled the Company to expand its production capacity at the current site to £75 million[4] p.a. with less additional investment than had been previously anticipated. This is known as Phase 2 of the Company's manufacturing strategy.

Investment required for Phase 2 was sourced in Q4 2022 via an equity fundraise and open offer raising £18 million (before expenses). This funding has enabled the Company to make significant progress in expanding revenue capacity to £50 million4 p.a., which is expected to complete in 2024 (known as Part 1 of Phase 2), and the increase to £75 million4 p.a., which it remains on course to achieve in 2025 (known as Part 2 of Phase 2).

 

However, the ramp up has not been without challenges. As previously reported by the Company, the first half of 2023 contained several technical challenges affecting available capacity, resulting in capacity being significantly lower than planned levels for which engineering solutions have since successfully been achieved. To manage available working capital, capital expenditure has been phased over a longer period than was originally anticipated at the launch of the new manufacturing strategy. This resulted in more potential single points of failure for the Company to manage, as well as other operational ramp up challenges including a lack of buffer stocks to be built up which is critical in maintaining supply to customers. Furthermore, the Company has had to increase headcount to allow for the ramp up in production, which has resulted in slightly reduced efficiency while they have been upskilled, particularly on key pieces of equipment unique to Surface Transforms.

 

Such challenges have, however, resulted in multiple process improvements. The production operation is now being led by four upgraded managers alongside a restructure and training programme for the maintenance teams. Training initiatives have also been introduced to support the rapidly growing production teams. The production planning process has also been improved, while maintenance has been upgraded through a new management system and refined scheduling and planning. Furthermore, Stephen Easton joined the Company as its (non-board) Chief Operating Officer in September 2023.

 

The Company is continuing to install the capacity (capital expenditure of approximately £8 million in 2023 and £9 million in 2024) required to both meet increasing customer demand and providing the necessary resilience to mitigate the risk of and/or overcome single points of failure.

 

Phase 2 revenue capacity is entirely reserved for existing contracts, for which the lifetime value is c.£390 million[5]. Based on Directors' expectations, their understanding of the relevant OEMs production plans and assumed disc demand, this equates to awarded contracts equating to c£79 million revenue p.a. The PCP is currently valued at c.£300 million[6], which based on Directors' expectations of revenues given anticipated production volumes, represents the opportunity for an additional c£50 million revenue p.a.

 

Therefore, the Company has also identified Phase 3 of its manufacturing strategy, which is the increase in revenue to £150 million[7] p.a. through the expansion of the factory on an adjacent site. To achieve this, it has finalised the terms of a lease agreement to secure a 10-year lease on a 2 acre site next to its current facility. There are existing buildings with c.10,000 sq. ft. of capacity, with space for further expansion. The Company is progressing its plans for Phase 3 aimed at progressively providing £150 million7 of sales capacity by 2027.

 

The total remaining capital cost of Phase 2 and Phase 3 is £14 million and £30 million respectively. It is expected that this will be financed by £13 million of debt (namely the proposed Loan Facility which is at an advanced stage of negotiation) with the remainder from retained cash flows generated from operations.

 

Reasons for the Fundraising

 

As set out above, the Company's commercial discussions have progressed well and, as a result, its contracted expected revenue pipeline is now £390 million5. The Company has recently been nominated for a further vehicle contract with OEM 10.

 

While the Company expects to fund Phase 2 and Phase 3 of its manufacturing expansion through a combination of external funding (expected to be from the proposed Loan Facility) and retained profits in the Company, it also requires working capital to fund the scale up, especially in Q12024 as actual production capacity, which has been delayed by the issues noted above, begins to match installed capacity, such installed capacity run rate increasing towards the total Phase 2 revenue capacity of £50 million p.a. during 2024. The Fundraising also enables the Company to remain on track to deliver on its recent contract successes.

 

Without the completion of Phase 2 or the commencement of Phase 3, the Company will not be able to service all of its current contracts and would not be able to convert its PCP as it has been able to do successfully to date. Indeed, the Board believe committed plans for future capacity expansion are crucial to the Company's ability to win further contracts.

 

Whilst it is possible that no OEMs will award any new contracts to the Company, based on dealings with OEMs to date and managements understanding of the OEMs' production plans, the Directors are of the opinion that there is ongoing positive progress with multiple OEM customers, both for new contracts and follow on contracts, that necessitate continuing planning for the future. The Board is confident that the Company can achieve significant revenue growth in the coming years, and is targeting an annualised revenue of £250 million by 2030.

 

Accordingly, the Board are confident that production capacity provided by Phase 3 will be required, noting that the combined revenue capability of the existing and extended Knowsley footprint will be £150 million[8] p.a. Putting this in context, the Company's combined current OEM contracts and PCP total £690 million[9], and assuming an average contract term of five years, provides an annual equivalent revenue requirement, should all the PCP be formally awarded, to approximately £129 million annual revenue; this significantly exceeds the maximum revenue capacity of £75 million9 of the existing Knowsley site, which will be available in 2025.

 

Accordingly, the Board believe this Phase 3 capacity needs to start being developed as soon as possible.

 

Use of proceeds

 

The total cost of Phases 2 and 3 is expected to be c.£52 million, comprising:

 

Phase 2 remaining

£14 million

Phase 3

£30 million

Working capital (to support revenue growth)

£8 million


£52 million

 

The capital expenditure will be funded by the proposed Loan Facility previously announced by the Company, and its future cash generation.

 

The working capital requirement will be provided by the Fundraise, with c.£5 million required to fund operations, and c.£3 million as contingency and to fund expenses incurred as a result of the Fundraising. Any excess raised pursuant to the Open Offer will enable the Company to accelerate its capacity resilience. The Company does not currently anticipate requiring any further external funding for future expansion up to Phase 3 but will explore non-equity options in the first instance should any further external funding be required.

 

Proposed Loan Facility

 

To finance its capital expenditure plans, the Company is in advanced discussions on a £13 million capital expenditure loan facility that would be released if new capital expenditure is incurred in 2024 and 2025. The proposed Loan Facility has a five-year term and can only be used to finance capital expenditure and not for working capital purposes. The outcome of these discussions is not certain but is expected to conclude before the end of 2023. Success in securing the Loan Facility (or alternate debt funding) will enable the Company to finish installing the current capacity build to £75 million9 p.a. (Part 2 of Phase 2), as well as commencing the next stage of the capacity build towards £150 million9 p.a. revenue capacity (Phase 3); however there remains the need to finance working capital required to support the significant production increases during 2023 and 2024.

 

Trading update

 

Sales in the four months to 31 October 2023 were £3.0 million bringing year-to-date sales for the period to 31 October 2023 to £6.3 million. Whilst October sales of £1.0 million was the best month of sales in 2023, it was lower than management had previously budgeted.

 

The previously reported technical problems have now been overcome. However, the Company continues to face some challenges in the production line, including single points of failure and a learning curve on the maintenance of its new equipment. These challenges, which are being resolved, are hindering the Company from creating sufficient capacity resilience and are constraining our production ramp up.

 

Consequently, the Company is prioritising new capacity on these single failure points whilst building up work-in-progress buffer stocks to mitigate the learning curves on key pieces of equipment unique to it. In parallel to these actions, revised operating processes and training has been accelerated to deal with improving maintenance of key pieces of equipment. The Company has also made significant changes to operations management, including but not limited to, the appointment of a new Chief Operating Officer, Stephen Easton.

 

Planned capital expenditure of £4.8 million occurred in the period ended 30 June 2023, primarily aimed at delivering 2024 capacity, with full year capex now expected to be in the region of £8 million.

 

Cash at the end of the period ended 30 June 2023 was £4.5 million, down £10.4 million from the year-end. This was due to revenue loss whilst overcoming ramp up challenges in the first half of 2023 and continued capital investments for 2024. 

 

Outlook

 

Output continues to increase, and October was the best sales month in 2023 but not yet at the desired rate. In the light of these challenges, the Company is now planning its cash needs and customer commitments based on a shallower ramp and now expects to reach the required rate of production in Q1 2024, later than previously forecast. As a result, the Company is reducing its sales guidance for the year to December 2023 to £8.6 million. Overall, the outlook for 2024 to 2027 continues to remain very positive reflecting contracts in series production and recent new business announcements, with capacity being installed to fulfil these awards.

 

The Placing and Subscription

 

The Company intends to raise £2.0 million (before expenses), and conditionally raise a further £6.0 million (before expenses), by means of the Placing and Subscription of 80,000,000 new Ordinary Shares, which are not subject to clawback, at the Issue Price for the benefit of the Company.

 

The Firm Placing Shares and the Subscription Shares, when issued and fully paid, will rank equally in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after admission to trading on AIM.

 

The Placing Agreement

 

Pursuant to the terms of the Placing Agreement, Zeus and Cavendish, as agents to the Company, have conditionally agreed to use their reasonable endeavours to procure Placees for the Placing Shares to be issued under the Placing. The Firm Placing is conditional, inter alia, upon neither of the Joint Brokers having exercised their right to terminate the Placing Agreement and the Firm Placing Admission occurring not later than 8.00 a.m. on 17 November 2023. The Firm Placing is not conditional on the Resolutions being passed at the General Meeting. Once the Firm Placing Admission has occurred, neither of the Joint Brokers will have the right to terminate any of its obligations under the Placing Agreement with regard to the Firm Placing, but may at any time up to Conditional Placing Admission terminate its obligations under the Placing Agreement as regards the Conditional Placing.

 

The Conditional Placing is conditional, inter alia, upon the Firm Placing Admission having occurred not later than 8.00 am on 17 November 2023, the Company executing the proposed Loan Facility agreement, the Resolutions being passed at the General Meeting without amendment, the Company having fully performed its obligations under the Placing Agreement to the extent that they fall to be performed prior to the Conditional Placing Admission, the Placing Agreement becoming unconditional and not being terminated in accordance with its terms and, the Conditional Placing Admission occurring by no later than 8.00 a.m. on 19 December 2023 (or such later date as the Company and the Joint Brokers may agree, being no later than 8.00 a.m. on 10 January 2024). Once the Conditional Placing Admission has occurred no party to the Placing Agreement can terminate any part of the Placing Agreement which relates to the Conditional Placing Admission and/or the Placing, allotment and/or issue of the shares subject to the Conditional Placing Admission. 

 

Subscription

 

In addition, certain of the Directors have indicated an intention to participate in the Fundraising (by way of a direct Subscription for Subscription Shares) as follows:

 

Director

Intended Subscription

Number of Subscription Shares

David Bundred

£50,000

500,000

Kevin Johnson

£15,000

150,000

Isabelle Maddock

£10,000

100,000

Matthew Taylor

£50,000

500,000

Julia Woodhouse

£10,000

100,000

 

The Subscription Shares, when issued and fully paid, will rank equally in all respects with the Existing Ordinary Shares. The Subscription is conditional upon, inter alia, the Firm Placing Admission.

 

Application will be made to the London Stock Exchange for admission of the Subscription Shares to trading on AIM. Admission of the Subscription Shares is expected to take place, and dealings on AIM are expected to commence, at 8.00 a.m. on 17 November 2023.

 

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 20,000,000 Open Offer Shares. The Board has discretion to increase the size of the Open Offer up to an aggregate of 30,000,000 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 through an excess application facility 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 an excess application facility. In the event of applications in excess of the maximum number of Open Offer Shares available, the Company will decide on the basis for allocation, however if this scenario occurs, preference is likely to be given to Qualifying Shareholders with smaller shareholdings (who historically may have had less opportunity to participate in placings conducted by the Company). The Open Offer Shares will not be placed subject to clawback nor have they been underwritten. Consequently, there may be fewer than 20,000,000 Open Offer Shares (or 30,000,000 Open Offer Shares issued pursuant to the Open Offer if the Board exercise its discretion to increase the size of the Open Offer to a maximum aggregate amount of £3.0 million worth of Open Offer Shares) issued pursuant to the Open Offer.

 

The Open Offer provides Qualifying Shareholders the opportunity to participate in the Fundraising, up to £2.0 million worth of Open Offer Shares to be issued at the Issue Price. However, should the Open Offer be significantly oversubscribed, the Directors may, at their absolute discretion, increase the Open Offer up to a maximum aggregate amount of £3.0 million worth of Open Offer Shares to be issued at the Issue Price.

 

The Conditional Placing and the Open Offer are conditional upon, inter alia, the Firm Placing Admission having occurred not later than 8.00 am on 17 November 2023, the approval of Shareholders of the Resolutions at the General Meeting and upon the Placing Agreement becoming unconditional in all respects (save for the condition relating to Conditional Placing Admission) and not having been terminated in accordance with its terms.

 

Investor presentation

 

The Company will provide a live presentation to investors and any other interested parties via Hardman & Co's platform at 11.00 a.m. on 22 November 2023. Interested parties can register for the presentation at https://us06web.zoom.us/webinar/register/WN_55f8RJSASOCSyPe1L6fNIg

 

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.

 

Expected timetable of principal events




Record Date

 13 November 2023

Announcement of the Fundraising

13 November 2023

Announcement of the result of the Placing and the Subscription

by close of business on the 14 November 2023

Despatch of the Circular

15 November 2023

Admission of the Firm Placing Shares and Subscription Shares

8.00 a.m. on 17 November 2023

Announcement of the result of the Open Offer

by 11 December 2023

General Meeting

 

11.00 a.m. on 18 December 2023

Announcement of the results of the General Meeting

18 December 2023

Admission of the Conditional Placing Shares and Open Offer Shares

8.00 a.m. on 19 December 2023

 

 

Irrevocable commitments

 

The Directors (or persons connected with the Directors within the meaning of sections 252 - 255 of the Act), who in aggregate hold 3,733,103 Existing Ordinary Shares, representing approximately 1.5 per cent. of the Existing Ordinary Shares, 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.

 

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, 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 any state or territory 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, the Subscription Shares and the Open Offer 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, the Subscription Shares and the Open Offer 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 Fundraising in the United States or to conduct a public offering of securities in the United States or elsewhere.

 

Zeus is authorised and regulated in the United Kingdom by the FCA and is acting as nominated adviser and Joint Broker to the Company in respect of the Fundraising. Cavendish is authorised and regulated in the United Kingdom by the FCA and is acting as Joint Broker to the Company in respect of the Fundraising. Each of Zeus and Cavendish is acting for the Company and for no-one else in connection with the Fundraising, 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 Fundraising or any other matters referred to herein and apart from the responsibilities and liabilities (if any) imposed on Zeus or Cavendish, 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 Surface Transforms 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 Surface Transforms.

 

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 Surface Transforms 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 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.

 

 



 

 

Appendix

 

TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE ANNOUNCEMENT REGARDING THE PLACING (THE "ANNOUNCEMENT") AND THE TERMS AND CONDITIONS  SET OUT HEREIN ("TERMS AND CONDITIONS") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ALSO (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); (II) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE ANNOUNCEMENT AND THE TERMS AND CONDITIONS AND THE INFORMATION THEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THE ANNOUNCEMENT AND/OR THE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE ANNOUNCEMENT AND THE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN SURFACE TRANSFORMS PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE  UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THE ANNOUNCEMENT AND THE TERMS AND CONDITIONS ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,  AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

The distribution of the Announcement and/or the Terms and Conditions and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of the Announcement and/or the Terms and Conditions or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession the Announcement and/or these Terms and Conditions come are required by the Company and the Joint Bookrunners to inform themselves about and to observe any such restrictions.

The Announcement and these Terms and Conditions or any part of them are for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful.  No public offering of the Placing Shares is being made in any such jurisdiction.

In the United Kingdom, the Announcement and these Terms and Conditions are being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not apply.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of the Announcement and these Terms and Conditions or the Circular.  Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, New Zealand, Canada, the Republic of Ireland, the Republic of South Africa or Japan.  Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, New Zealand, the Republic of Ireland, the United States, Canada, the Republic of South Africa or Japan or any other jurisdiction in which such offer, sale, re-sale or delivery would be unlawful.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of the Announcement (or any part of it) and/or these Terms and Conditions should seek appropriate advice before taking any action.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II ("MiFID II Delegated Directive"); and (c) local implementing measures, (including insofar as MiFID II and the MiFID II Delegated Directive constitute retained EU law (as defined in section 6(7) of the European Union (Withdrawal) Act 2018) in the United Kingdom) ("Retained MiFID Provisions")  (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II and the Retained MiFID Provisions; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II or the Retained MiFID Provisions (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or the Retained MiFID Provisions; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

The Terms and Conditions should be read in their entirety. 

Key Terms and Dates

In addition to the definitions set out at the end of these Terms and Conditions, the following defined terms and dates are relevant to these Terms and Conditions:

"Admission"

means First Admission and/or Second Admission, as the context requires becoming effective as provided in Rule 6 of the AIM Rules for Companies;

"First Admission"

means admission of the Firm Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;

"First Admission Date"

means 8.00 a.m. on 17 November 2023 or such later time as the Joint Bookrunners may agree with the Company but in any event no later than 8.00 a.m. on 10 January 2024;

"First Settlement Date"

means the date the settlement of transactions in the Firm Placing Shares following First Admission will take place within the CREST system (subject to certain exceptions) which is expected to occur on 17 November 2023; 

"Issue Price"

means 10 pence per Ordinary Share;

"Second Admission"

means admission of the Conditional Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;

"Second Admission Date"

means 8.00 a.m. on 19 December 2023 or such later time as the Joint Bookrunners may agree with the Company but in any event no later than 8.00 a.m. on 10 January 2024;

"Second Settlement Date"

means the date the settlement of transactions in the Conditional Placing Shares following Admission will take place within the CREST system (subject to certain exceptions) which is expected to occur on 19 December 2023; and   

"Settlement Date"

means First Settlement Date and/or Second Settlement Date, as the context requires.

 

Details of the Placing Agreement and the Placing Shares

The Joint Bookrunners have entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, each of the Joint Bookrunners, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Issue Price. The Placing is not being underwritten by either of the Joint Bookrunners or any other person.

The exact number of Placing Shares to be allocated and issued to Placees shall be determined by the Joint Bookrunners and the Company following completion of the Bookbuild (as defined below).

The Subscription and the Open Offer is independent from the Placing and for the avoidance of doubt completion of the Placing is not conditional on completion of the Subscription and the Open Offer. The Open Offer will be launched on conclusion of the Placing and the Placing Shares will not be part of the Open Offer.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

Accelerated bookbuilding process

Commencing today, the Joint Bookrunners will be conducting an accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuild"). The Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. However, the Joint Bookrunners will be entitled to effect the Placing by such alternative method to the Bookbuild as they may, after consultation with the Company, determine. No commissions will be paid by Placees in respect of any participation in the Placing or subscription for Placing Shares.

A bid in the Bookbuild will be made on these Terms and Conditions which are attached to the Announcement and will be legally binding on the Placee on behalf of which it is made.

The book will open with immediate effect. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by the Joint Bookrunners and the Company at the close of the Bookbuild, and the result of the Placing will be announced as soon as practicable thereafter.  The timing for the close of the Bookbuild and the allocation of the Placing Shares shall be at the absolute discretion of the Joint Bookrunners, in consultation with the Company. Furthermore, the allocation of the Placing Shares between First Admission and Second Admission shall be at the absolute discretion of the Joint Brokers, in consultation with the Company.

To the fullest extent permissible by law, neither:

(a)         the Joint Bookrunners (or either of them);

(b)        any of their respective affiliates, agents, advisers, directors, officers, consultants or employees; nor

(c)         to the extent not contained within (a) or (b), any person connected with either of the Joint Bookrunners as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of the relevant Joint Bookrunner),

shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither of the Joint Bookrunners nor any of their respective affiliates shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of their conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners may determine.

By participating in the Placing (such participation up to an agreed maximum level to be confirmed in and evidenced by either (i) a recorded telephone call or (ii) email correspondence, in either case between representatives of the Joint Bookrunner to whom the Placee's commitment is given ("Relevant Joint Bookrunner") and the relevant Placee (a "Recorded Commitment"), each Placee will be deemed to have read and understood the Announcement and these Terms and Conditions in their entirety, to be participating and acquiring Placing Shares on these Terms and Conditions and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in these Terms and Conditions.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) severally to the Company and each of the Joint Bookrunners that:

1.             it is a Relevant Person and that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2.             in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:

(d)  it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and

(e)   in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation:

(i)         the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or

(ii)         where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons; and

3.             in the case of a Relevant Person in a member state of the EEA (each, a "Relevant State") who acquires any Placing Shares pursuant to the Placing:

(a)   it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation;

(b)  in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation:

(i)         the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or

(ii)         where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

4.             it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions;

5.             it understands (or if acting for the account of another person, such person has confirmed that such person understands) and agrees to comply with the resale and transfer restrictions set out in these Terms and Conditions; and

6.             except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 4 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published.  No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in the Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of these Terms and Conditions (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Each Placee, by participating in the Placing, agrees that the content of the Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Joint Bookrunners or the Company or any other person and none of the Joint Bookrunners, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in the Announcement or these Terms and Conditions to be legal, tax, business or other advice.  Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Application for admission to trading

Application(s) will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that First Admission will take place on the First Admission Date and that dealings in the Firm Placing Shares on AIM will commence at the same time.

It is expected that Second Admission will take place on the Second Admission Date and that dealings in the Conditional Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

Zeus is acting as nominated adviser and joint broker to the Placing, as agent for and on behalf of the Company.

Cavendish is acting as joint broker to the Placing, as agent for and on behalf of the Company.

Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited by either of the Joint Bookrunners to participate.  The Joint Bookrunners and any of their respective affiliates are entitled to participate in the Placing as principal.

Each Placee will confirm the maximum number of Placing Shares it is willing to acquire in a Recorded Commitment. Once they have made a Recorded Commitment, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Relevant Joint Bookrunner (as agent for the Company), to subscribe and pay for, at the Issue Price, the number of Placing Shares allocated to it, up to the agreed maximum.

Each Placee's allocation (and whether such Placee participates in the Placing) will be determined by the Joint Bookrunners in their discretion following consultation with the Company and will be confirmed by the Relevant Joint Bookrunner either orally or in writing via a contract note or trade confirmation after the Recorded Commitment has taken place.

Each Placee's commitment will be confirmed in and evidenced by a Recorded Commitment. These Terms and Conditions will be deemed incorporated into each contract which is entered into by way of a Recorded Commitment and will be legally binding on the relevant Placee(s) on behalf of whom the commitment is made with effect from the end of the Recorded Commitment and, except with the Relevant Joint Bookrunner's prior written consent, will not be capable of variation or revocation after such time.  A contract note or trade confirmation confirming each Placee's allocation of Placing Shares will be sent to them following the Recorded Commitment and the allocation process.  These Terms and Conditions shall be deemed incorporated into any such contract note or trade confirmation.

Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Relevant Joint Bookrunner (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares allocated to such Placee (subject always to such Placee's agreed maximum).

The Joint Bookrunners reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed and the allocation of the Placing Shares between First Admission and Second Admission shall be at their absolute discretion, in consultation with the Company. The Joint Bookrunners also reserve the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of the Joint Bookrunners.

Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners (or either of them) or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time on the basis explained below under "Registration and settlement".

All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

Registration and settlement

By participating in the Placing, each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Relevant Joint Bookrunner in accordance with either the standing CREST or certificated settlement instructions which they have in place with the Relevant Joint Bookrunner.

Settlement of transactions in the Firm Placing Shares following First Admission will take place within the CREST system, subject to certain exceptions.  Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by the Relevant Joint Bookrunner and is expected to occur on the First Settlement Date. 

Settlement of transactions in the Conditional Placing Shares following Second Admission will take place within the CREST system, subject to certain exceptions.  Settlement through CREST will be on a DVP basis unless otherwise notified by the Relevant Joint Bookrunner and is expected to occur on the Second Settlement Date. 

In the event of any difficulties or delays in the admission of any Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Bookrunners may agree that the Placing Shares (or any of them) should be issued in certificated form.  Each of the Joint Bookrunners reserves the right to require settlement for any of the Placing Shares, and to deliver any of the Placing Shares to any Placees, by such other means as it deems necessary if delivery or settlement to any Placee is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above the prevailing base rate of Barclays Bank plc as determined by the Relevant Joint Bookrunner.

Each Placee is deemed to agree that if it does not comply with these obligations, the Relevant Joint Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the Relevant Joint Bookrunner's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, any relevant contract note or trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Furthermore, the Conditional Placing is conditional upon the Resolutions being passed at the General Meeting without amendment.

The obligations of the Joint Bookrunners under the Placing Agreement in respect of the Firm Placing Shares and the Subscription Shares are, and the Firm Placing is, conditional upon, inter alia:

(a)           the warranties and undertakings contained in the Placing Agreement ("Warranties") being true, accurate and not misleading when made on the date of the Placing Agreement and at all times up to First Admission by reference to the facts and circumstances subsisting at that time;

(b)          the Company having fully performed its obligations under the Placing Agreement to the extent that they fall to be performed prior to First Admission;

(c)           neither of the Joint Bookrunners having exercised their right to terminate the Placing Agreement; and

(d)          First Admission having occurred on or before 8:00 a.m. on the First Admission Date.

The obligations of the Joint Bookrunners under the Placing Agreement in respect of the Conditional Placing Shares and the Open Offer Shares are, and the Conditional Placing is, conditional upon, inter alia:

(a)           First Admission having occurred not later than 8.00 a.m. on the First Admission Date;

(b)          the Circular and a form of proxy having been sent to Shareholders by no later than 15 November 2023 in accordance with the Company's articles of association;

(c)           the Resolutions being passed at the General Meeting without amendment;

(d)          the Loan Facility agreement having been duly executed by all the parties to it and the Capital Expenditure Facility being unconditionally available for draw-down by the Company;

(e)           the Warranties being true, accurate and not misleading when made on the date of the Placing Agreement and at all times up to Second Admission by reference to the facts and circumstances subsisting at that time;

(f)           the Company having fully performed its obligations under the Placing Agreement to the extent that they fall to be performed prior to Second Admission;

(g)           neither of the Joint Bookrunners having exercised their right to terminate the Placing Agreement with regard to the Conditional Placing; and

(h)          Second Admission having occurred on or before 8:00 a.m. on the Second Admission Date;

(all conditions to the obligations of the Joint Bookrunners included in the Placing Agreement in respect of the Firm Placing Shares, the Subscription Shares, the Conditional Placing Shares and the Open Offer Shares being together, the "conditions").

If any of the conditions is not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Joint Bookrunners may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing (or such part of it as may then remain to be completed) will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

The Joint Bookrunners may, in their absolute discretion (but acting together) and upon such terms as they think fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions (including the condition relating to Admission referred to in paragraph (e) above) may not be waived.  Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

Either of the Joint Bookrunners may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither the Joint Bookrunners nor any of their respective affiliates, agents, advisers, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing (or any part thereof) nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally (or any part thereof) and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.

Termination of the Placing

Save as set out below, either of the Joint Bookrunners may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Second Admission if, inter alia, it is of the opinion, in its absolute discretion, that any of the following has occurred and it is, as a result of such matter, inappropriate to proceed with the Placing (or any part of it):

(a)           any statement contained in the Circular or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing ("Placing Documents") has become untrue, inaccurate or misleading or any matter has arisen which would, if the Placing Documents were issued at that time, constitute a material omission from the Placing Documents or any of them;

(b)          any of the Warranties was untrue, inaccurate or misleading when made and/or that any of the Warranties has ceased to be true or accurate or has become misleading at any time prior to Admission, in each case by reference to the facts and circumstances subsisting at that time;

(c)           the Company has not complied or cannot comply with any of its obligations under the Placing Agreement or otherwise relating to the Placing and Admission (to the extent that such obligations fall to be complied with prior to Admission);

(d)          there has occurred any material adverse change in the financial position or prospects of the Company (or its group on a consolidated basis); or

(e)           there has occurred any change in national or international financial, monetary, market (including fluctuations in exchange rates), industrial, economic, legal or political conditions or there has occurred or been a material worsening of any international or national crisis, civil unrest, act of terrorism or outbreak of hostilities which is material in the context of the Placing.

Once First Admission has occurred, neither of the Joint Bookrunners will have the right to terminate any of its obligations under the Placing Agreement with regard to the Firm Placing, but may at any time up to Second Admission terminate its obligations under the Placing Agreement as regards the Conditional Placing.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Firm Placing as described in these Terms and Conditions shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

If the Placing Agreement is terminated in accordance with its terms at any time after First Admission but prior to Second Admission, the rights and obligations of each Placee in respect of the Conditional Placing as described in these Terms and Conditions shall cease and terminate at such time and no claim can be made by any Placee in respect thereof, but for the avoidance of doubt the rights and obligations of any Placee in respect of the Firm Placing shall not be capable of termination at any time after First Admission.

By participating in the Placing, each Placee agrees with the Company and the Joint Bookrunners that the exercise by the Company or the Joint Bookrunners of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Joint Bookrunners (or either of them) or for agreement between the Company and the Joint Bookrunners (as the case may be) and that neither the Company nor the Joint Bookrunners need make any reference to such Placee and that none of the Company, the Joint Bookrunners nor any of their respective affiliates, agents, advisers, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By agreeing with a Joint Bookrunner (as agent of the Company) to subscribe for Placing Shares under the Placing, a Placee (and any person acting on a Placee's behalf) will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company and the Joint Bookrunners, in each case as a fundamental term of such Placee's application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to it or at its direction, that its rights and obligations in respect of the Placing (or any part of it) will terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it in any other circumstances.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, undertakes, confirms and agrees (for itself and for any such prospective Placee) that (save where the Relevant Joint Bookrunner expressly agrees in writing to the contrary):

1.            it has read and understood the Announcement and these Terms and Conditions in their entirety and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in the Announcement and the Publicly Available Information;

 

2.            it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document:

(a)           is required under any applicable law; or

(b)          has been or will be prepared in connection with the Placing

and, in particular, that the Subscription and Open Offer referred to in the Announcement and the Circular relating thereto are separate from the Placing and do not form part of any offer or agreement concerning the Placing and/or any Placing Shares;

3.            the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 which forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018) ("UK MAR")), which includes a description of the nature of the Company's business and the Company's most recent published balance sheet and statement of total comprehensive income and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

 

4.            it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing and neither the Joint Bookrunners nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in the Announcement and these Terms and Conditions or the Publicly Available Information; nor has it requested either of the Joint Bookrunners, the Company, any of their respective affiliates, agents, advisers, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;

 

5.            neither of the Joint Bookrunners nor any person acting on behalf of them nor any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in these Terms and Conditions excludes the liability of any person for any fraudulent misrepresentation made by that person;

 

6.            the only information on which it is entitled to rely on and on which it has relied on in committing to acquire the Placing Shares is contained in the Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on the Announcement and the Publicly Available Information;

 

7.            neither the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Announcement, the Circular or the Publicly Available Information;

 

8.            it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

 

9.            it has not relied on any investigation that either of the Joint Bookrunners or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

 

10.          the contents of the Announcement, the Circular and the other Publicly Available Information as well as any information made available (in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the "Information") has been prepared by and is exclusively the responsibility of the Company and neither the Joint Bookrunners nor any persons acting on their behalf is responsible for or has or shall have any liability for any such Information, or for any representation, warranty or statement relating to the Company contained therein nor will they be liable for any Placee's decision to participate in the Placing based on any Information or any representation, warranty or statement contained therein or otherwise;

 

11.          it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with the Announcement and  these Terms and Conditions by the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Relevant Joint Bookrunner determines;

 

12.          it and/or each person on whose behalf it is participating:

(a)           is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

(b)          has fully observed such laws and regulations;

(c)           has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

(d)          has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in these Terms and Conditions) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;

13.          it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, New Zealand, the Republic of Ireland, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, New Zealand, the Republic of Ireland, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

 

14.          it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;

 

15.          it understands that the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

 

16.          it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

 

17.          it will not distribute, forward, transfer or otherwise transmit the Announcement or these Terms and Conditions and/or the Circular or any part of them, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

 

18.          none of the Joint Bookrunners, their respective affiliates and/or any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of either of the Joint Bookrunners and that the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

 

19.          it will make payment to the Relevant Joint Bookrunner for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by the Settlement Date, failing which the relevant Placing Shares may be placed with others on such terms as the Relevant Joint Bookrunner determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in these Terms and Conditions) which may arise upon the sale of such Placee's Placing Shares on its behalf;

 

20.          its Recorded Commitment to acquire Placing Shares will represent a maximum number of Placing Shares which it may be required to subscribe for, and that following the allocation process the Relevant Joint Bookrunner may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

 

21.          no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on behalf of the Company or either of the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

 

22.          the person who it specifies for registration as holder of the Placing Shares will be:

(a)           the Placee; or

(b)          a nominee of the Placee, as the case may be;

23.          neither the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe the above requirement.  Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Joint Bookrunners in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of (or nominated by) the Relevant Joint Bookrunner or transferred to a CREST stock account of the Relevant Joint Bookrunner who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

 

24.          the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

 

25.          if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

 

26.          it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in any other member state of the EEA within the meaning of the UK Prospectus Regulation, or an offer to the public in any Relevant State within the meaning of the EU Prospectus Regulation;

 

27.          it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that neither the Announcement, these Terms and Conditions nor the Circular has been or will be approved by the Joint Bookrunners in their capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

 

28.          it has complied and it will comply with all applicable laws in any jurisdiction with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA and UK MAR in respect of anything done in, from or otherwise involving the United Kingdom);

 

29.          the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to any person save in circumstances in which the express prior written consent of the Relevant Joint Bookrunner has been given to the offer or resale;

 

30.          if it has received any inside information (for the purposes of UK MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:

(a)           dealt (or attempted to deal) in the securities of the Company;

(b)          encouraged, recommended or induced another person to deal in the securities of the Company; or

(c)           unlawfully disclosed such information to any person, prior to the information being made publicly available;

31.          neither the Joint Bookrunners, the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of the Joint Bookrunners or their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

 

32.          either of the Joint Bookrunners and their respective affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise.  Accordingly, references in these Terms and Conditions and/or the Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, the Joint Bookrunners and/or any of their respective affiliates acting as an investor for its or their own account(s).  Neither the Joint Bookrunners nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

 

33.          it:

(a)           has complied, and will comply, with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (in each case as amended);

(b)          is not a person:

(i)           with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;

 

(ii)          named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or

 

(iii)         subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

(all such statutes, rules and regulations referred to in this paragraph 33 together, the "Regulations") and if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Relevant Joint Bookrunner such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Relevant Joint Bookrunner on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Relevant Joint Bookrunner may decide at its sole discretion;

34.          in order to ensure compliance with the Regulations, the Relevant Joint Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity.  Pending the provision to the Relevant Joint Bookrunner or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Relevant Joint Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Relevant Joint Bookrunner's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Relevant Joint Bookrunner (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either the Relevant Joint Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

 

35.          its commitment to acquire Placing Shares on the Terms and Conditions will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or any Joint Bookrunner's conduct of the Placing;

 

36.          neither of the Joint Bookrunners nor any of their respective affiliates, agents, advisers, directors, officers or employees makes any representation in respect of or shall have any responsibility for the tax treatment that any Placee may receive or expect in relation to their investment in Placing Shares;

 

37.          it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

 

38.          it irrevocably appoints any duly authorised officer of the Relevant Joint Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares which it agrees to acquire upon these Terms and Conditions;

 

39.          the Company, the Joint Bookrunners and others (including each of their respective affiliates, agents, advisers, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to each of the Joint Bookrunners on their own behalf and on behalf of the Company and are irrevocable;

 

40.          it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

 

41.          time is of the essence as regards its obligations under these Terms and Conditions;

 

42.          any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Relevant Joint Bookrunner;

 

43.          the Placing Shares will be issued subject to these Terms and Conditions; and

 

44.          these Terms and Conditions and all documents into which these Terms and Conditions are incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these Terms and Conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter arising out of or in connection with such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or the Relevant Joint Bookrunner in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Joint Bookrunners and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in these Terms and Conditions or incurred by either of the Joint Bookrunners, the Company or any of their respective affiliates, agents, directors, officers or employees arising from the non-performance of the Placee's obligations as set out in these Terms and Conditions, and further agrees that the provisions of these Terms and Conditions shall survive after completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company.  Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service.  If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable.  In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor the Joint Bookrunners shall be responsible for such stamp duty or stamp duty reserve tax.  If this is the case, each Placee should seek its own advice and they should notify the Relevant Joint Bookrunner accordingly.  In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that any of the Company and/or the Joint Bookrunners have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in these Terms and Conditions are given to each of the Joint Bookrunners for itself and on behalf of the Company and are irrevocable.

The Joint Bookrunners are authorised and regulated by the FCA in the United Kingdom and are acting exclusively for the Company and no one else in connection with the Placing, and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their clients or for providing advice in relation to the Placing or any other matters referred to in these Terms and Conditions.

Each Placee and any person acting on behalf of the Placee acknowledges that the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

The provisions of these Terms and Conditions may be varied, waived or modified as regards specific Placees or on a general basis by either of the Joint Bookrunners provided always that such variation, waiver or modification is not materially prejudicial to the interests of the Company or the other Joint Bookrunner.

In the case of a joint agreement to acquire Placing Shares, references to a "Placee" in these Terms and Conditions are to each of such Placees and such joint Placees' liability is joint and several.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that either of the Joint Bookrunners may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with a Joint Bookrunner, any money held in an account with the Relevant Joint Bookrunners on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from the Relevant Joint Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

In these Terms and Conditions any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

References to time in the Terms and Conditions are to London time, unless otherwise stated.

All times and dates in these Terms and Conditions may be subject to amendment.  Placees will be notified of any changes.

No statement in the Announcement, these Terms and Conditions or the Circular is intended to be a profit forecast or estimate, and no statement in the Announcement, these Terms and Conditions or the Circular should be interpreted to mean that earnings per share of the Company for the current or future financial years will necessarily match or exceed the historical published earnings per share of the Company.

The price of the Ordinary Shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the Ordinary Shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, these Terms and Conditions and/or the Announcement.

DEFINITIONS

In this Announcement the following terms have the associated meanings:

 

"Act"

the Companies Act 2006 (as amended)

"AIM"

the AIM market operated by the London Stock Exchange

"AIM Rules for Companies"

means the rules of AIM as set out in the publication entitled "AIM Rules for Companies" published by the London Stock Exchange from time to time

"Announcement"

this announcement

"Application Form"

the personalised application form that will be posted with the Circular for use by Qualifying Shareholders in connection with the Open offer

"Business Day"

a day (excluding Saturdays, Sundays and statutory holidays) on which banks are open for business in the City of London

"Bookbuild"

an accelerated process conducted by the Joint Bookrunners to determine demand for participation in the Placing by Placees

"Brembo SGL"

Brembo SGL Carbon Ceramic Brakes S.p.A

"Cavendish"

means, Cavendish Capital Markets Limited a company incorporated in England and Wales with company number 06198898, authorised and regulated by the FCA, and for the purpose of trade settlement in the Placing means, Cavendish Securities plc a company incorporated in England and Wales with company number 05210733, authorised and regulated by the FCA

"Circular"

means the explanatory circular to be issued by the Company to Shareholders explaining, inter alia, the Fundraising and incorporating the notice of the General Meeting

"Company"

Surface Transforms Plc, registered in England and Wales under number 03769702 whose registered office is at Image Business Park, Acornfield Road, Knowsley Industrial Park, Liverpool, England, L33 7UF

"Conditional Placing"

means the proposed placing of the Conditional Placing Shares by the Joint Bookrunners on behalf of the Company at the Issue Price

"Conditional Placing Admission"

admission of 60,000,000 New Ordinary Shares pursuant to the Conditional Placing and the Open Offer to trading on AIM becoming effective in accordance with the AIM Rules;

"Conditional Placing Shares"

means 60,000,000 Placing Shares, to be issued by the Company to the Placees pursuant to the Placing and admitted to trading on AIM on the Second Admission Date

"CREST"

the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear

"Directors" or "Board"

the directors of the Company at the date of this Announcement

"Euroclear"

Euroclear UK & International Limited

"EV"

means electric vehicles

"Existing Ordinary Shares"

the 241,733,233 Ordinary Shares in issue at the date of this Announcement;

"FCA"

Financial Conduct Authority of the UK;

"Firm Placing"

means the proposed placing of the Firm Placing Shares by the Joint Bookrunners on behalf of the Company at the Issue Price

"Firm Placing Admission"

admission of 20,000,000 New Ordinary Shares pursuant to the Firm Placing and Subscription to trading on AIM becoming effective in accordance with the AIM Rules;

"Firm Placing Shares"

means 18,650,000 Placing Shares, to be issued by the Company to the Placees pursuant to the Placing and admitted to trading on AIM on the First Admission Date

"Fundraising"

means the Placing, the Subscription and the Open Offer

"General Meeting"

means the general meeting of the Company to be held at the offices of Gateley Plc, Ship Canal House, 98 King Street, Manchester, M2 4WU on 18 December 2023 at 11.00 a.m., convened pursuant to the Notice of General Meeting

"Issue Price"

10 pence per New Ordinary Share

"Joint Bookrunners"

Zeus and Cavendish (each a "Joint Bookrunner")

"Loan Facility"

the proposed £13.0 million capital expenditure loan facility agreement;

"London Stock Exchange"

London Stock Exchange plc

"New Ordinary Shares"

together the Placing Shares, Subscription Shares and the Open Offer Shares

"Notice of General Meeting"

the notice of the General Meeting contained within the Circular

"OEM"

original equipment manufacturer

"Open Offer"

means the conditional invitation proposed to be made by the Company to Qualifying Shareholders to subscribe for the Open Offer Shares

"Open Offer Shares"

means up to 20,000,000 new Ordinary Shares (subject to the Board's discretion to increase the size of the Open Offer) which are to be the subject of the Open Offer"

"Ordinary Shares"

ordinary shares of £0.01 each in the capital of the Company

"Placees"

means the persons with whom Placing Shares are placed pursuant to the Placing

"Placing"

means the proposed placing of the Placing Shares by the Joint Bookrunners on behalf of the Company at the Issue Price, in accordance with the Placing Agreement

"Placing Agreement"

the conditional placing agreement relating to the Placing of the Placing Shares between the Company and the Joint Bookrunners

"Placing Shares"

means the 78,650,000  new Ordinary Shares proposed to be issued by the Company and offered for subscription to Placees at the Issue Price as part of the Placing (including the Firm Placing Shares and the Conditional Placing Shares, but excluding the Subscription Shares and the Open Offer Shares)

"Qualifying Shareholders"

Shareholders whose Ordinary Shares are on the register of members of the Company at the close of business on the Record Date with the exclusion (subject to exemptions) of persons with a registered address or located or resident outside the United Kingdom

"Record Date"

close of business on 13 November 2023

"Regulation S"

Regulation S under the Securities Act 1933, as amended

"Resolutions"

the resolutions contained in the Notice of General Meeting

"Shareholders"

holders of Ordinary Shares

"SOP"

means start of production

"Subscription"

the private subscription at the Issue Price by (i) David Bundred, (ii) Kevin Johson, (iii) Isabelle Maddock, (iv) Matthew Taylor and (v) Julia Woodhouse directly with the Company for the Subscription Shares pursuant to the Subscription Letters

"Subscription Letters"

the letters to be entered into between the Company and each of (i) David Bundred, (ii) Kevin Johson, (iii) Isabelle Maddock, (iv) Matthew Taylor and (v) Julia Woodhouse

"Subscription Shares"

the 1,350,000 new Ordinary Shares which are to be issued by the Company pursuant to the  Subscription

"United States or US"

the United States of America, its territories and possessions, any state of the United States and the District of Columbia

"Zeus" or "Nominated Adviser"

means Zeus Capital Limited, a company incorporated in England and Wales with company number 04417845, authorised and regulated by the FCA

 



[1] Based on management's estimates of sales proceeds from expected production volumes.

[2] This is based on the directors' expectations and their understanding of the relevant OEM's production plan and estimated demand for discs and it takes into account the expected lifetime revenue from the company's contract with OEM 10 which is anticipated to be entered into following the company's recent nomination as OEM 10's tier one supplier of a carbon ceramic brake discs.

[3] This is based on the directors' expectations, their understanding of the relevant OEMs production plans and an assumed disc demand.

[4] Based on management's estimates of sales proceeds from expected production volumes.

[5] This is based on the directors' expectations and their understanding of the relevant OEM's production plan and estimated demand for discs and it takes into account the expected lifetime revenue from the company's contract with OEM 10 which is anticipated to be entered into following the company's recent nomination as OEM 10's tier one supplier of a carbon ceramic brake discs.

[6] This is based on the directors' expectations, their understanding of the relevant OEMs production plans and an assumed disc demand.

[7] Based on management's estimates of sales proceeds from expected production volumes.

[8] Based on management's estimates of sales proceeds from expected production volumes.

[9] This is based on the directors' expectations, their understanding of the relevant OEMs production plans and an assumed disc demand.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
MSCFFFFMDEDSEIF
Find out how to deal online from £1.50 in a SIPP, ISA or Dealing account. AJBell logo

Related Charts

Surface Transforms PLC (SCE)

-0.06p (-0.66%)
delayed 16:57PM