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

NanocoAnnouncement

15/11/2024 11:00

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RNS Number : 4519M  Nanoco Group PLC  15 November 2024

For immediate release

Nanoco Group PLC

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

 

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

Board Recommendation to VOTE AGAINST BOTH 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 Requisition by the
Milkwood Fund of a General Meeting and why the Board believes Shareholders
should VOTE AGAINST BOTH Resolutions. The Circular will also contain the
Notice of General Meeting to be held at 11.30 am on 13 December 2024.

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

"Milkwood has given no indication in the Requisition Notice as to the
appropriateness of its nominees to be directors of a listed company nor as to
the rationale for their appointment.

Milkwood has a clear and established recent track record of launching activist
campaigns against undervalued, cash-rich listed entities, most recently
unsuccessfully trying to take control of Downing Strategic Micro-Cap
Investment Trust plc, a listed investment trust.

Mr Summerton, on behalf of Milkwood, has previously in dialogue indicated to
the Board his belief that there is little inherent value in the Company and
his intention to convert the Company into an investment company. He has stated
his intention to acquire a significant stake in the Company, reduce costs
drastically and dispose of any assets at pace, retaining surplus cash rather
than returning it to shareholders.

In the absence of a clear rationale and taking into consideration Milkwood's
track record and Mr Summerton's comments, the Board believes that the
Resolutions are not aligned with the interests of all of the Company's
Shareholders and would be highly disruptive to the Board's ability to execute
its clear strategy to deliver value to Shareholders."

Executive Summary of the Circular

For the reasons summarised below and detailed in the Circular, the Board
considers the Resolutions to be contrary to the best interests of the
Company's Shareholders as a whole and urges Shareholders to VOTE AGAINST BOTH
the Resolutions, as the Directors of Nanoco intend to do in respect of their
own shareholdings.

1.   The Board does not believe that Milkwood is acting in the best
interests of all Shareholders.

2.   The Board of Nanoco is clear in its conviction to return surplus cash
to Shareholders, having returned £33m of capital so far in 2024.

3.   The Board of Nanoco has a clear strategy to develop its operating
business while seeking to execute a transaction and has already taken
extensive action with more to come.

4.   The Board already has the appropriate mix of experience and industry
knowledge to oversee this process.

5.   The appointment of the Milkwood nominees would be highly disruptive to
the Board's ability to return surplus cash to Shareholders.

Chair Succession

Now that Dmitry Shashkov has been appointed as the new CEO of the Company,
Christopher Richards will proceed with his previously announced plan to retire
as Non-Executive Chairman of Nanoco at the Annual General Meeting in January
2025 and will be succeeded by Jalal Bagherli, bringing his commercial
expertise and track record to the leadership of the Board.

Expected Timetable of Principal Events

 Date of receipt of Requisition                                                25 October 2024
 Date of the Notice of General Meeting                                         15 November 2024
 Latest time and date for receipt of Forms of Proxy from Shareholders          11.30 am GMT on 11 December 2024
 Deadline for ownership of shares to be registered in order to be entitled to  6:00 pm GMT on 11 December 2024
 attend and vote at the General Meeting
 General Meeting                                                               11.30 am GMT on 13 December 2024

 

A copy of the Circular will be published on the Company's website later today
at 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.

 

For further information, please contact:

 

 

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

 Christopher Richards, Non-Executive Chairman

 Dmitry Shashkov, CEO

 Liam Gray, CFO & Company Secretary
 Cavendish Capital Markets Limited (Financial Adviser & Corporate Broker):                                                                                                                                 +44 (0) 20 7220 0500

 Ed Frisby / Henrik Persson (Corporate Finance)

 Tim Redfern / Charlie Combe (Corporate Broking)

 Jasper Berry (Sales)
 Sodali & Co (Public                                                                                                                                                                                        +44 (0)79 3535 1934
 Relations):

 Elly Williamson

 Pete Lambie

 Nanoco@sodali.com (mailto:Nanoco@sodali.com)

 

 

About Nanoco Group plc

 

Nanoco (LSE: NANO) is a nanomaterial production and licensing company,
specialising in the production of its patented cadmium free quantum dots
(CFQD®) and other patented nanomaterials for use in the electronics
industries.

Founded in 2001 and headquartered in Runcorn, UK, Nanoco continues to build
out a world-class, patent-protected IP portfolio alongside its existing scaled
up production facilities for commercial orders.

Nanomaterials are materials with dimensions typically in the range 1 - 100 nm.
Nanomaterials have a range of useful properties, including optical and
electronic. Quantum dots are a subclass of nanomaterial that have
size-dependent optical and electronic properties. 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 Sensor, Electronics and Display markets.
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 display
applications. Nanoco's HEATWAVE™ quantum dots can be tuned to absorb light
at different wavelengths across the near-infrared spectra, rendering them
useful for applications including cameras and image sensors.

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

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