Last checked at 4 Jul 2018 15:19
The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
Surface Transforms plc
("Surface Transforms" or the "Company")
Grant of Options
Surface Transforms plc (AIM: SCE) announces that it has cancelled and immediately re- issued, on the same terms, new options over 2,155,753 ordinary shares of 1 pence each in the Company ("Ordinary Shares") (the "Options") to Kevin Johnson, CEO, two employees being "people with direct management responsibility" (PDMR) and 13 other employees. The Options for the director and PDMRs have been cancelled and re issued as follows:
Director or PDMR | Position | No. options cancelled and re-issued | Total no. options held following this transaction | |||
Kevin Johnson | Chief Executive | 1,590,000 | 2,758,707 | |||
Geoff Whitfield | Engineering Manager | 275,753 | 480,180 | |||
Des Farrell | Operations Manager | 200,000 | 500,000 | |||
The options were originally issued on four dates, 25 September 2014, 30 September 2015, 10 October 2015 and 19 September 2017. The vesting prices were 10.5p, 14.5p, 15.5p and 15.88p respectively. The vesting of the Options remains conditional upon the continued employment of the individual for a minimum period of three years from the date of the original grant of the options. However, the vesting of the options over 990,000 Ordinary Shares granted to Kevin Johnson on 19 September 2017 were also conditional on the satisfaction of certain financial and non-financial conditions, and vestable in one-third tranches upon the Company:
1. Being awarded a contract on a track car from a mainstream volume OEM;
2. Being awarded a contract for a volume road car from a mainstream volume OEM; and/or
3. Generating revenue in a financial year of not less than £5m.
The pricing and vesting criteria of the new Options are unchanged in all respects from the original options.
The background to this transaction is that the director, PDMRs and employees originally understood that these options were in the approved Enterprise Management Incentive ("EMI") Scheme. In the event, due to an administrative error, this was not the case and therefore those affected would have had to pay full income tax when they exercised their options. As the Remuneration Committe had always intended for the options to have been granted under the Company's Approved EMI Scheme, the Remuneration Committe has decided to cancel the original options and re-issue them on the same terms under the EMI Scheme. This will result in an income tax obligation to the option holders, as the current market price is above the original option price; nonetheless this remains more tax efficient for the individuals and the Company has agreed to pay the tax obligations arising from this. The total sum involved is not material and the Board understands there will be no changes to the IFRS 2 provisions for share options.
David Bundred, Chairman said "It is important to emphasise that from the shareholders perspective there is no change to the quantum, pricing or vesting criteria of the total options in issue. The effect is purely to change the nature of the tax obligations on our hard working and loyal employees. The transaction enables the Company to continue to recognise these efforts in the most tax efficient manner and reverts to the spirit of the original award."
Details of the director's resultant holdings of Ordinary Shares and options over Ordinary Shares are as follows:
Name | Total No. of Options | No. of Existing Ordinary Shares |
Kevin Johnson | 2,758,707 | 124,000 |
For enquiries, please contact:
Surface Transforms plc | |
Kevin Johnson, CEO |
+44 151 356 2141 |
David Bundred, Chairman |
|
Cantor Fitzgerald Europe (Nomad & Joint-Broker) | +44 20 7894 7000 |
David Foreman, Richard Salmond (Corporate Finance) Alex Pollen (Sales) | |
FinnCap Ltd (Joint-Broker) | +44 20 7220 0500 |
Ed Frisby / Giles Rolls (Corporate Finance) Stephen Norcross / Richard Chambers (Corporate Broking)
|
For further Company details, visit www.surfacetransforms.com.
The notification below, made in accordance with the requirements of the EU Market Abuse Regulations, provides further detail in respect of the transaction as described above.
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | ||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a. | Name | Kevin Johnson | ||||
2 | Reason for notification |
| ||||
a. | Position/Status | PDMR Chief Executive | ||||
b. | Initial notification/ Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a. | Name | Surface Transforms plc | ||||
b. | LEI | N/A | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a. | Description of the financial instrument, type of instrumentIdentification Code | Options over ordinary shares of 1p each ISIN: GB0002892528 | ||||
b. | Nature of the transaction | Grant of options over 1,500,000 ordinary shares of 1 pence | ||||
c. | Price(s) and volume(s)
|
| ||||
d. | Aggregated information
| Not applicable | ||||
e. | Date of the transaction | 2 July 2018 | ||||
f. | Place of the transaction | London Stock Exchange | ||||
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | ||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a. | Name | Geoffrey Whitfield | ||||
2 | Reason for notification |
| ||||
a. | Position/Status | PDMR Engineering Manager | ||||
b. | Initial notification/ Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a. | Name | Surface Transforms plc. | ||||
b. | LEI | N/A | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a. | Description of the financial instrument, type of instrumentIdentification Code | Options over ordinary shares of 1p each ISIN: GB0002892528 | ||||
b. | Nature of the transaction | Grant of options over 275,753 ordinary shares of 1 pence | ||||
c. | Price(s) and volume(s)
|
| ||||
d. | Aggregated information
| Not applicable | ||||
e. | Date of the transaction | 2 July 2018 | ||||
f. | Place of the transaction | London Stock Exchange | ||||
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
| ||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a. | Name | Desmond Farrell | ||||
2 | Reason for notification |
| ||||
a. | Position/Status | PDMR Plant Manager | ||||
b. | Initial notification/ Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a. | Name | Surface Transforms plc. | ||||
b. | LEI | N/A | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a. | Description of the financial instrument, type of instrumentIdentification Code | Options over ordinary shares of 1p each ISIN: GB0002892528 | ||||
b. | Nature of the transaction | Grant of options over 200,000 ordinary shares of 1 pence | ||||
c. | Price(s) and volume(s)
|
| ||||
d. | Aggregated information
| Not applicable | ||||
e. | Date of the transaction | 2 July 2018 | ||||
f. | Place of the transaction | London Stock Exchange | ||||