REG - Nanoco Group PLC - Receipt of General Meeting Requisition Notice

NanocoAnnouncement

28/06/2023 07:00

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RNS Number : 1198E  Nanoco Group PLC  28 June 2023

28 June 2023

NANOCO GROUP PLC

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

 

Receipt of General Meeting Requisition Notice

 

Nanoco notes that on 27 June 2023 it received a letter and accompanying notice
from Aurora Nominees Limited and Securities Services Nominees Limited seeking,
on behalf of holders of approximately 5.02% of the voting rights of the
Company (together the "Requisitionists"), to requisition a general meeting
("GM") of the Company under section 303 of the Companies Act 2006 (the
"Requisition").

The Requisition proposes the removal of all of the Group's current directors,
including its Chairman, Chief Executive Officer, Chief Finance Officer and
Chief Technology Officer (the co-founder of Nanoco and inventor of Nanoco's
key quantum dot scale-up technology) with effect from the requisitioned GM and
their replacement by new directors proposed by the Requisitionists. Should the
resolutions to be proposed at the GM be successful, these new directors
proposed by the Requisitionists would thereafter comprise the entire Board.

Background to the Requisition

The Requisition follows the receipt of two letters from Mr Hamoodi which the
Company responded to by means of RNS announcements (including a link to a
letter sent to Mr Hamoodi) issued on 27 March 2023 and 19 May 2023,
respectively. Nanoco's announcements emphatically rejected Mr Hamoodi's
speculative concerns contained in his letters about certain actions and
activities involving Nanoco, as well as a proposal that certain directors of
Nanoco be replaced by his own nominees. The Company confirmed that the
Directors of Nanoco have no intention of stepping down from the Board and are
confident that the Board's actions and statements over the period of the
Samsung litigation were in line with its corporate governance duties,
obligations and standards.

A copy of Nanoco's letter to Mr Hamoodi is available here:

http://www.rns-pdf.londonstockexchange.com/rns/0649A_1-2023-5-19.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/0649A_1-2023-5-19.pdf) .

Response to the Requisition

The Board is in the process of reviewing the content and validity of the
Requisition with its advisers and will make an announcement regarding the
convening of a general meeting in due course.

In line with the announcement issued on 19 May, the Board is firmly of the
view that the board changes proposed by Mr Hamoodi are not in the best
interests of the Company or its shareholders.

The Board believes that the blend of skills and capabilities of its members
has been demonstrated both in the transformative outcome achieved in the
Samsung settlement and the progress made with the organic business.

As outlined in the circular regarding the proposed capital reduction to
facilitate future returns to shareholders, published on 20 June 2023 (the
"Circular"), the Board is confident in the near-term opportunities for
commercial production of sensing materials. The Board has highlighted the
current interest in the Group's display materials following the successful IP
litigation as well as the growing display market for CFQD® cadmium free
quantum dots. Furthermore, the Circular outlined Nanoco's intention to:

·    initiate a return of between £33 million and £40 million (or
approximately 10 pence to 12 pence per share) using the second tranche of the
proceeds of the Samsung litigation (net $71.75 million after withholding tax)
which is expected to be received during February 2024; and

 

·    retain approximately £20 million of cash (following the return to
shareholders) to invest in R&D and commercial activities, a proactive IP
licensing programme, payment of debt obligations, and to provide working
capital through to the self-financing position that is expected to be achieved
during 2025.

Mr Hamoodi's proposals to change the entire board would be damaging and
disruptive to the business. The Board believes that, if successful, they would
result in the departure of key employees who are critical to Nanoco's future
success, including but not limited to, Dr Nigel Pickett, Nanoco's Chief
Technology Officer, co-founder and named inventor on many of the Company's
core patents.

Christopher Richards, Non-Executive Chairman of Nanoco, said

"We continue to emphatically reject Mr Hamoodi's proposals to change the
entirety of the board at such a key point in Nanoco's evolution. The Board
welcomes scrutiny but his selective interpretation of the past, significant
factual errors, and speculative concerns take a number of events out of
context to create a misleading narrative.

"The proposed Board changes are not in the best interests of the Company or
its shareholders. Nanoco is at an exciting inflection point, with the
litigation proceeds fully underpinning our organic business which has
significant growth opportunities, as well as offering an attractive potential
return of capital to shareholders.

"Mr Hamoodi's proposals would be damaging and disruptive to Nanoco's future
prospects and likely result in an exodus of key talent from the business."

 

- Ends -

For further information, please contact:

Nanoco Group PLC:
 
+44(0)1928761404

Dr Christopher Richards, Non-Executive Chairman

Brian Tenner, CEO

Liam Gray, CFO & Company Secretary

 

Peel Hunt (Joint Corporate Broker):
 
               +44 (0) 20 7418 8900

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

Matthew Taylor

Christian Harte

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.

 

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