Surface Transforms plc (LON:SCE), manufacturers of carbon fibre reinforced ceramic automotive brake discs, has announced that it has granted options, over a total of 89,250,000 ordinary shares of 1 pence each in the Company, under its existing long term incentive plan (LTIP).
The New Options are exercisable at nil cost per share, with a vesting date of 28 April 2028, subject to the condition that the number of discs shipped and sold in any rolling twelve-month period prior to 28 April 2028 exceeds specified conditions.
After exercise, the participants in the LTIP will be subject to a two-year holding period and required to maintain a level of shareholding proportional to at least 50% of their salary.
The New Options are designed to incentivise and reward the newly installed Executive and Senior Management Team who have been tasked with stabilising and delivering output to a level that drives a profitable business. Details of the New Options, awarded to PDMRs and non-PDMRs are as follows:
| Name | Role | No. of Ordinary Sharesover which New Options granted |
| Kevin Johnson | Chief Executive Officer | 39,250,000 |
| Steve Harrison | Chief Financial Officer | 14,500,000 |
| Gareth Laker | Chief Operating Officer (non-Board) | 10,000,000 |
| 63,750,000 | ||
| 4 x senior managers (non-PDMRs) | 25,500,000 | |
| Total | 89,250,000 | |
The New Options represent 6.85% of the total issued share capital of the Company. In addition, Kevin Johnson (CEO) has agreed to the surrender of all his previous existing options totalling 22.1m of options. As a result, existing share options together with the New Options equals a total of 9.49% of issued share capital.
Furthermore, a non-dilutive cash settled LTIP, whose value will mirror the value of the shares subject to the share options at the vesting date and for which the same performance criteria apply (the “phantom share options”) has been granted to these same individuals.
Except for Kevin Johnson and Steve Harrison who are being awarded New Options, the Directors of the Company consider that the terms of the awards are fair and reasonable insofar as its shareholders are concerned.
Ian Cleminson (Chair) said “The Company has endured a difficult period and there remains a lot of heavy lifting to deliver on the value that is inherent in the business. A key element in this transition has been to assemble an Executive and Senior Management Team that has the skills and competence required for the next phase of development and growth. The New Options are required to attract and retain the best talent who are focused on both delivering profitable growth and generating shareholder value with the volume vesting criteria set significantly above 2025 levels.”
