REG - Nanoco Group PLC - Result of Tender Offer

NanocoAnnouncement

11/04/2024 07:00

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RNS Number : 1143K  Nanoco Group PLC  11 April 2024

11 April
2024
For immediate release

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of EU MAR as it forms part of UK law by virtue of the European Union
(Withdrawal) Act (as amended).

Nanoco Group PLC

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

 

Results of Tender Offer

and

Launch of Share Buyback Programme

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 the results of the Tender
Offer ("Tender Offer") to return up to £30.0 million to Shareholders, as set
out in the shareholder circular published by the Company on 11 March 2024 (the
"Circular"), which closed on 9 April 2024.

Results of the Tender Offer

In total, 160,535,377 Ordinary Shares, being approximately 49.5 per cent. of
the Issued Share Capital were validly tendered under the Tender Offer as at
6:00 p.m. on 9 April 2024 (the "Record Date"), meaning that the Tender Offer
was oversubscribed. Tenders will therefore be accepted in full from
Shareholders who validly tendered a number of Ordinary Shares equal to or less
than their Basic Entitlement or those holders of 2,000 Ordinary Shares or
less, irrespective of the proportion tendered. Following a scale back
exercise, tenders in excess of the Basic Entitlement will be satisfied to the
extent of the Basic Entitlement plus approximately 49.6 per cent. of the
excess Shares tendered.

Cavendish will therefore purchase 125,000,000 shares on 12 April 2024 for a
total cost of approximately £30.0 million. This represents approximately 38.5
per cent. of the Issued Share Capital as at the Record Date. Under the terms
of the Option Agreement, Cavendish has a put option to be exercised on 12
April 2024 to require the Company to purchase, from Cavendish, the Ordinary
Shares purchased by Cavendish pursuant to the Tender Offer at the Tender
Price.

Following the purchase by the Company, the Company intends to cancel
111,250,000 Ordinary Shares. As set out in the Circular, 13,750,000 of the
purchased Ordinary Shares will be held in treasury and subsequently
transferred to the Nanoco Employee Benefit Trust ("EBT") to meet potential
future obligations arising under the Company's 2015 Long Term Incentive Plan
and the 2015 Deferred Bonus Plan. This transfer to the EBT represents
approximately 10% of the shares to be acquired under the combined Tender Offer
and Share Buyback Programme.

Settlement of the Tender Offer

As set out in the Circular, it is anticipated that the proceeds payable to
Shareholders whose tendered shares are held through CREST accounts will be
made by 25 April 2024 and that cheques for the certificated Ordinary Shares
purchased under the Tender Offer will be despatched by 25 April 2024. Balance
certificates will be despatched in respect of certificated Shares that were
not accepted pursuant to the Tender Offer by 25 April 2024.

Total Voting Rights

Following the completion of the Tender Offer, the Company will have
213,180,950 Ordinary Shares in issue including 13,762,222 Ordinary Shares held
in treasury. Therefore, the total number of voting rights in the Company will
be 199,418,728 and this figure may be used by Shareholders as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules.

Share Buyback Programme

As set out in the Circular, the Company will pursue an ongoing on-market share
buyback programme of up to a total value of £3.0 million to provide a
continuing value-accretive return of capital to Shareholders. The Share
Buyback Programme commences today and will end on the earlier of the date the
aggregate consideration paid for Ordinary Shares under the share buyback
programme reaches £3.0 million and the date of the Company's next annual
general meeting in 2024. The Share Buyback Programme is independent of the
Tender Offer and will be undertaken using the AGM Buyback Authority.

Pursuant to the AGM Buyback Authority, the minimum price that may be paid for
on-market share buybacks shall be 10 pence per Ordinary Share and the highest
shall be the higher of (i) an amount equal to 105 per cent. of the average of
the market value for an Ordinary Share as derived from the London Stock
Exchange Daily Official List for the five Trading Days immediately preceding
the day on which that Ordinary Share is purchased; and (ii) an amount equal to
the higher of the price of the last independent trade of an Ordinary Share and
the highest current independent bid for an Ordinary Share on the London Stock
Exchange at the time the purchase is carried out.

Any Ordinary Shares purchased pursuant to the Share Buyback Programme will be
cancelled. Any buyback of Ordinary Shares pursuant to the Share Buyback
Programme will be effected in accordance with Chapter 12 of the Listing Rules,
the EU Market Abuse Regulation 596/2014 and the Commission Delegated
Regulation (EU) 2016/1052 (which are part of UK law by virtue of the European
Union (Withdrawal) Act 2018).

Shareholders should also note that the AGM Buyback Authority was taken on the
basis of 10 per cent. of the Issued Ordinary Share Capital before the Tender
Offer. Following completion of the Tender Offer, the Issued Ordinary Share
Capital will be reduced and there will be a corresponding reduction of the
number of Ordinary Shares representing 10 per cent. of the Issued Ordinary
Share Capital. In view of this, the Board intends to restrict its use of the
AGM Buyback Authority to market purchases up to 21,318,095 Ordinary Shares
representing a maximum of 10 per cent. of the Issued Ordinary Share Capital as
it is immediately after completion of the Tender Offer. The Board would then
expect to seek a new authority from Shareholders to make market purchases of
Ordinary Shares at the AGM held later in 2024.

The Company has instructed Cavendish to conduct the Share Buyback Programme on
its behalf on a broker-managed basis, with trading decisions taken
independently of the Company. Due to the limited liquidity in the Ordinary
Shares, a buyback of Ordinary Shares pursuant to the AGM Buyback Authority on
any given trading day may represent a significant proportion of the daily
trading volume in the Ordinary Shares on the London Stock Exchange and could
exceed 25 per cent. of the average daily trading volume. Accordingly, the
Company will not benefit from the exemption contained in Article 5(1) of
Regulation (EU) No. 596/2014 as adopted into UK law by the European Union
(Withdrawal) Act 2018.

Defined terms used in this announcement have the meanings given in the
Circular unless the context otherwise requires.

 

 

For further information, please contact:

 

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

 Brian Tenner, CEO

 Liam Gray, CFO & Company Secretary

 Cavendish Capital Markets Limited (Sponsor, Financial Adviser & Joint                                                                                                                                 +44 (0) 20 7220 0500
 Corporate Broker):

 Ed Frisby / George Lawson (Corporate Finance)

 Tim Redfern / Charlie Combe (Corporate Broking)

 Jasper Berry (Sales)

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

 Andrew Thacker

 James Pope

 Powerscourt (Public                                                                                                                                                                                    +44 (0)7970 246 725
 Relations):

 Elly Williamson

 Ollie Simmonds

 Nanoco@powerscourt-group.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 the scaling of the
production 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 spectrum, 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/)

IMPORTANT INFORMATION

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.

A copy of this announcement will be available on the Company's website at
www.nanocotechnologies.com (http://www.nanocotechnologies.com/) . Neither the
content of the Company's website, nor the content on any website accessible
from hyperlinks on its website for any other website, is incorporated into, or
forms part of, this announcement nor, unless previously published by means of
a recognised information service, should any such content be relied upon in
reaching a decision as to whether or not to acquire, continue to hold, or
dispose of, securities in the Company.

 

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