Surface Transforms Regulatory News (SCE)

20 Jul 2009 07:00



Surface Transforms Plc

("Surface Transforms" or "the Company")

 Placing 

Introduction

The Company today announces that it has conditionally placed with certain new and existing shareholders 4,516,580 new ordinary shares ("Placing Shares") of 1p each ("Ordinary Shares") at a price of 10p per share thereby raising gross proceeds of £0.45 million (the "Placing"). The net proceeds will provide the Company with working capital for future growth and strengthen its balance sheet.

The Placing Shares, will represent approximately 19.18 per cent. of the Company's Enlarged Share Capital.

The Company has received irrevocable commitments from certain shareholders representing  c.25% of the Issued Share Capital to vote in favour of the resolutions to be proposed at the General Meeting.

Background to and reasons for the Placing

The Company has made considerable operational progress in the development of its product for the aerospace brake systems market and now wishes to accelerate the adoption of the carbon ceramic brake technology in an active niche aircraft programme opportunity.

The Company's cash resources as at 31 May 2009 were £404,275, which provides sufficient working capital for at least the next 12 months. However, to build on the progress made by the Company over the last year and to reduce the direct cost of manufacturing the Company's carbon ceramic discs, the Company is proposing to effect the Placing at the mid-market price as at the date of this document.

The proceeds of the Placing, which amount to approximately £410,000 after expenses, will allow the Company to make the necessary capital investments to continue to accelerate its product development, provide additional working capital and strengthen its balance sheet.

Kevin D'Silva , Chairman of Surface Transforms said

"Last year, the Company made progress within its aerospace and defence markets against a background of a severe global recession and a worldwide contraction in the automotive industry."

Issue of New Shares

An EGM Circular has today been sent to Shareholders in the Company. The issue of the Placing Shares is conditional, inter alia, upon the Company obtaining approval from its Shareholders at an EGM to grant the Board authority to allot the Placing Shares and to disapply statutory pre-emption rights which would otherwise apply to the allotment of the Placing Shares. The Placing is further conditional upon Admission of the Placing Shares to AIM.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that such Admission will become effective and that dealings will commence on 13 August 2009.

The Placing Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared following Admission. 

The EGM Circular is available via the Company's website at: www.surface-transforms.com

For the avoidance of doubt all capitalised terms have the same meaning as in the EGM Circular

Enquiries:

Seymour Pierce Limited, which is regulated by the Financial Services Authority and is a member of the London Stock Exchange, is acting as nominated adviser and broker exclusively for the Company in connection with the Placing. Its responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or any other person in respect of his decision to acquire ordinary shares in the Company in reliance on any part of this announcement. No representation or warranty, express or implied, is made by Seymour Pierce Limited as to any of the contents of this announcement for which the Directors and the Company are responsible (without limiting the statutory rights of any person to whom this announcement is issued). Seymour Pierce Limited has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Seymour Pierce Limited for the accuracy of information or opinions contained in this announcement or for the omission of any material information. Seymour Pierce Limited will not be offering advice and will not otherwise be responsible for providing customer protections to recipients of this announcement in respect of the Placing or any acquisition of shares in the Company.