Surface Transforms plc (LON:SCE) announced today that it has granted options over 1,810,105 new ordinary shares of 1 pence each in the Company under its existing HMRC “Enterprise Management Investment scheme” (EMI) share option scheme to a director, Michael Cunningham, five non-director PDMRs, and 29 other employees.
The Options are exercisable at a price of 57p per Ordinary Share, being the closing price on 10 November 2021 and will be exercisable subject to certain performance criteria being met in the case of directors and non-director PDMRs, and between the second and tenth anniversaries of grant for other employees.
Michael Cunningham, CFO, has been awarded 173,700 Options, the five non-director PDMRs have been awarded a total of 936,405 Options and other employees have been awarded a total of 700,000 Options.
The vesting of the Options for all employees is conditional on the continued employment of the option holder. For directors and PDMRs, the Options vest after the achievement of three independent commercial criteria being, the Company:
(i) achieving a minimum of £20m of sales in a rolling twelve-month period;
(ii) achieving a minimum of £5m profit before tax in a rolling twelve-month period; and
(iii) installing capacity capable of achieving annual sales of at least £60m.
The achievement of each and any of these three criteria will result in the vesting of one third of the Options.
David Bundred Surface Transforms Chairman said: “The timing and quantum of these awards is simply one of the many actions currently being implemented within the Company as we transition into higher volume production and profitability in the next few months.
The Board expects the Company to become profitable in 2022 which will result in its gross assets exceeding the £30m threshold stipulated in the EMI scheme rules, thereby precluding any further option grants under the Company’s existing EMI scheme.
PDMRs are normally granted options, up to a common pre-agreed limit, progressively over their first three to four years of service with the Company. Whilst there has been a small acceleration in the timing of these Options being granted, the total number of options granted by the Company remains within the QCA guidance to the remuneration committee. Notwithstanding this fact, the Board agreed that given the longer-term nature of these instruments, that they should be set at levels exceeding current market expectations. These targets, whilst stretching, are considered achievable by the Board within the timelines of the Options.”
