REG - Nanoco Group PLC - Posting of Circular and Notice of General Meeting

NanocoAnnouncement

18/07/2023 07:00

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RNS Number : 2944G  Nanoco Group PLC  18 July 2023

18 July 2023

NANOCO GROUP PLC

("Nanoco", the "Company" or the "Group")

 

Posting of Circular and Notice of General Meeting in relation to Requisitioned
General Meeting

Board Recommendation to VOTE AGAINST ALL Resolutions

Nanoco Group plc (LSE: NANO), a world leader in the development and
manufacture of cadmium-free quantum dots and other specific nanomaterials
emanating from its technology platform, announces that it will today post a
Circular setting out details of Nanoco's response to the shareholder
Requisition of a General Meeting and why the Board believes Shareholders
should VOTE AGAINST ALL Resolutions. The Circular will also contain the Notice
of General Meeting to be held on 14 August 2023.

The Proposals are not in the best interests of Shareholders; the Board
recommends VOTING AGAINST ALL Resolutions to PROTECT YOUR CASH and PROTECT
YOUR COMPANY

·      Nanoco is at an exciting inflection point, with the litigation
proceeds fully underpinning our transition from an R&D first mover to a
leading producer of next-generation QD materials in the short term

·      The Board changes proposed by the Requisitionists would, in
effect, represent a total change of control of Nanoco with no takeover premium
being paid

·      The Board changes proposed by the Requisitionists would result in
the new Board gaining complete control of YOUR CASH - the net Samsung
litigation proceeds of US$90m - having spent only a fraction of that to
acquire control of the business

·      The Requisitionists' proposals would be damaging and disruptive
to Nanoco's future prospects and, if successful, will result in an exodus of
key talent from the business including Dr Nigel Pickett, the Group's
co-founder and Chief Technology Officer

·    Mr Hamoodi's unfounded allegations create a false narrative that
misleads Nanoco shareholders

Shareholder support for the Board

The Board is pleased to have received the following message of support from
Christopher Mills, Founder, Director, Chief Executive Officer and Chief
Investment Officer of Harwood Capital, a c.3% shareholder:

"I fully support the board of Nanoco as they have a clear strategy to build
value for all shareholders. I believe it would be highly irresponsible to
support the resolutions in the requisitioned meeting in so far as the proposed
new directors are not of the experience or calibre I would expect to see on
the board of a UK public company in which I am invested."

Randolph Baron, Lead Portfolio Manager, International of Pinnacle Associates,
a c.1% shareholder, had the following to say:

"We have been Nanoco shareholders for over half a decade. While the successful
Samsung settlement has consumed much investor attention of late, especially
since the company could return to shareholders over 60 percent of its current
share price within seven months, as long-term investors we are more focused on
Nanoco's underlying business. Its current prospects give us more enthusiasm
than we have had at any point in the last three years.

"We are neither for nor against any individual management: We are for
shareholders. Towards that end, we lament the current distraction and bemoan
that shareholder cash will be used to defend against Mr. Hamoodi's efforts. We
believe bringing in a new management team (including replacing the founder who
is also a named patent holder on much of the company's technology) could
potentially derail the operational progress that has been building momentum
even during the recent Samsung lawsuit. We plan to vote against the
resolutions."

Shareholder presentation

The Company will host a presentation for shareholders via Investor Meet
Company during which the Board will set out the reasons why they recommend
that you VOTE AGAINST ALL the resolutions.  Shareholders will also have the
opportunity to submit questions in advance to nanocoGM@mhpgroup.com. Details
of the Investor Meet Company call will be circulated in due course.

Christopher Richards, Non-Executive Chairman of Nanoco, said:

"The Resolutions proposed by the Requisitionists are not in the best interest
of shareholders and would give undue influence and control to one small,
disgruntled group of Shareholders, who only own 5.02% of the Company. Indeed,
the proposed Board changes will result in the new Board gaining complete
control of Shareholder's cash - the net Samsung litigation proceeds of US$90m
- having spent only a fraction of that to acquire control.

"The Requisitionists' proposals would also be damaging and disruptive to
Nanoco's future prospects and, if successful, would result in an exodus of key
talent from the business, including Dr Pickett who is a named inventor on the
majority of the Group's retained patents. In stark contrast, the proposed
nominees lack the requisite experience, having no track record of serving on
the board of any UK listed companies, and are not the right choice to lead
Nanoco at this crucial point in its development."

Brian Tenner, Chief Executive Officer of Nanoco Group plc, said:

"The Group is closer to commercial production than at any time in its 20-year
history, strengthened by its newly validated IP and proceeds from the
successful conclusion of the Samsung litigation, providing a firm financial
footing to unlock Nanoco's potential and return significant cash to
shareholders. The Requisitionists' proposals would destroy the significant
potential value within Nanoco's organic business and risk turning Nanoco into
a highly speculative litigation shell company, whilst also risking the
majority of future value being lost to third parties."

 

- Ends -

A copy of the Circular will be published on the Company's website later today
at www.nanocotechnologies.com (http://www.nanocotechnologies.com/) .

This summary should be read in conjunction with the full text of the Circular.
Capitalised terms used but not defined in this announcement will have the same
meaning given to them in the Circular.

FORWARD LOOKING STATEMENTS

This announcement (including information incorporated by reference in this
announcement) and other information published by Nanoco may contain statements
about Nanoco that are or may be deemed to be forward looking statements.
Such statements are prospective in nature.  All statements other than
historical statements of facts may be forward looking statements.  Without
limitation, statements containing the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "estimates",
"projects" or "considers" or other similar words may be forward looking
statements.

Forward looking statements inherently contain risks and uncertainties as they
relate to events or circumstances in the future.  Important factors such as
business or economic cycles, the terms and conditions of Nanoco's financing
arrangements, tax rates, or increased competition may cause Nanoco's actual
financial results, performance or achievements to differ materially from any
forward looking statements.  Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward looking statements,
which speak only as of the date hereof.  Nanoco disclaims any obligation to
update any forward looking or other statements contained herein, except as
required by applicable law.

Expected Timetable of Principal Events

 Date of receipt of Requisition                                                 27 June 2023
 Date of the Notice of General Meeting                                          18 July 2023
 Time and date of Company presentation to shareholders via the Investor Meet    To be announced in due course
 Company platform
 Latest time and date for receipt of Forms of Proxy from Shareholders           11:00 am on 10 August 2023
 Latest time and date by which a request to participate in the General Meeting  11:00 am on 10 August 2023
 via the conference facility must be made
 Deadline for ownership of shares to be registered in order to be entitled to   6:00 pm on 10 August 2023
 attend and vote at the General Meeting
 General Meeting                                                                11:00am on 14 August 2023

 

For further information, please contact:

 

 Nanoco Group PLC:                                  +44(0)1928 761 404

 Dr Christopher Richards, Non-Executive Chairman

 Brian Tenner, CEO

 Liam Gray, CFO & Company Secretary
 Peel Hunt (Joint Corporate Broker):                +44 (0) 20 7418 890

 Paul Gillam

 James Smith
 Turner Pope Investments (Joint Corporate Broker):  +44 (0) 20 3657 0050

 Andrew Thacker

 James Pope
 MHP:                                               +44 (0) 203 128 8570

 Reg Hoare

 nanoco@mhpgroup.com

 

Notes for editors:

About Nanoco Group plc

Nanoco (LSE: NANO) harnesses the power of nano-materials. Nano-materials are
materials with dimensions typically in the range 1 - 100 nm. Nano-materials
have a range of useful properties, including optical and electronic. Quantum
dots are a subclass of nano-material that have size-dependent optical and
electronic properties. The Group produces quantum dots and other
nano-materials. Within the sphere of quantum dots, the Group exploits
different characteristics of the quantum dots to target different performance
criteria that are attractive to specific markets or end-user applications such
as the Display, Sensor and Electronics markets. An interesting property of
quantum dots is size-tunable absorption spectrum. Nanoco's HEATWAVE™ quantum
dots can be tuned to absorb light at different wavelengths across the
near-infrared spectrum, rendering them useful for applications including image
sensors. Another interesting property of quantum dots is photoluminescence:
the emission of longer wavelength light upon excitation by light of a shorter
wavelength. The colour of light emitted depends on the particle size. Nanoco's
CFQD® quantum dots are free of cadmium and other toxic heavy metals, and can
be tuned to emit light at different wavelengths across the visible and
infrared spectrum, rendering them useful for a wide range of applications
including displays, lighting and biological imaging.

Nanoco was founded in 2001 and is headquartered in Runcorn, UK, with a US
subsidiary, Nanoco Inc., in Concord, MA. Nanoco continues to build out a
world-class, patent-protected IP portfolio generated both by its own
innovation engine, as well as through acquisition.

Nanoco is listed on the Main Market of the London Stock Exchange and trades
under the ticker symbol NANO. For further information, please
visit: www.nanocotechnologies.com (http://www.nanocotechnologies.com/) .

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