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REG - Nanoco Group PLC - Trading Update & Proposed Fundraise

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RNS Number : 6839N  Nanoco Group PLC  06 June 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF
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OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE
END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN NANOCO GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF NANOCO GROUP PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK
LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI
2019/310) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR)
WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE
INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED
INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH
INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

6 June 2022

FOR IMMEDIATE RELEASE

 

Nanoco Group plc

 

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

 

Trading Update &

Proposed Fundraise to raise £2.25 million by way of a Placing and
Subscription

Additional Broker Option to enable broader retail participation in the
Fundraise

Appointment of Joint Corporate Broker

 

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, today announces a trading update and a
placing (the "Placing") and subscription (the "Subscription") in respect of,
in aggregate, 6,081,081 new ordinary shares of 10.0 pence each in the Company
("Ordinary Shares") ("New Ordinary Shares"), at a price of 37 pence per New
Ordinary Share ("Issue Price"), to raise £2.25 million before expenses.  A
Broker Option (as defined below) has been put in place to allow new and
existing shareholders who are qualifying investors to participate on the same
terms as the Placing and the Subscription. Further details of the Placing, the
Subscription and the Broker Option (together the "Fundraise") are set out
below. The total Fundraise will not exceed the equivalent of approximately
5.0% of the Company's issued share capital immediately prior to the Fundraise.

 

Overview

 

·              Significant trading progress has been made in
terms of order book growth, new contract momentum and cost management.

·              The Board remains very confident in the strength
of the Company's case in the litigation against Samsung and in an outcome that
is transformational for Nanoco's prospects and shareholder value.

·              The net proceeds of the Fundraise will extend the
Company's cash runway into CY24 - past the key strategic milestones which are
expected to be delivered in the short term, namely visibility of commercial
production orders and the outcome of the Samsung litigation trial in Texas.
The Fundraise will also support Nanoco's core IP assets and its ongoing
business operations.

 

Trading Update

 

New contract with existing major European electronics customer underpins
revenue expectations for FY22 and FY23

 

·              Today's separate announcement of a full year
service contract with our major European electronics customer (the 'New
Contract') more than doubles the Group's order book year-on-year.

·              As a result of the New Contract, the Board now
expects revenue for FY22 to be ahead of its previous expectations.

·              The New Contract:

▪    underpins FY23 revenue at least in line with FY22 as well as
creating favourable working capital terms to fund a raw material stock build
ahead of potential production order visibility in H2 CY22;

▪    adds an additional new material to the Group's range and emphasises
the long term nature of the Group's development and production relationship
with this significant customer; and

▪    covers a period of one year to May 2023 during which the Company
expects to have visibility of commercial production orders.

Continued progress in organic business and growth

·              New orders in Q3 FY22 from the major Asian
electronics customer for additional development material, with additional
development work packages, are at an advanced stage of discussion.

·              Tight cost management and agreement of terms to
exit the surplus facility in Manchester will reduce the Company's annualised
cash cost base by around 15% by January 2023 compared to expectations for
FY22, from around £4.8 million to around £4.0 million, resulting in a cash
break even revenue figure of around £5.0 million.

·              With the benefit of the Fundraise and the firm
cash flows in the New Contract, the Company's cash runway will now extend past
the key strategic milestones of production order visibility and the outcome of
the Samsung litigation trial - both expected in H2 CY2022 or shortly
thereafter.

·              The Company expects revenue in FY23 to exceed
expectations for FY22. Depending on the size of the initial use case for
sensing materials, the Company expects to achieve the cash breakeven levels of
revenue noted above in FY24 or FY25. A high volume initial use case such as a
mobile handset would result in the earlier date.

Litigation Update (as announced on 17 May 2022)

 

Significant progress towards and confidence in an outcome that is
transformational for Nanoco's prospects and shareholder value.

 

·              In the litigation against Samsung, the Patent
Trial and Appeal Board (PTAB) validated all 47 claims in the five patents at
issue in the lawsuit in the Eastern District of Texas. As fully expected,
Samsung has lodged notices to appeal the outcomes but the Board notes the
robustness of the PTAB opinions in dismissing all grounds asserted by Samsung
in its claims. While the outcome of any appeal by Samsung is by its nature
uncertain, the Board believes that the PTAB opinions appear to limit both the
scope of any appeal and the chances of success.

·              The Board will now press for, and is hopeful of
achieving, a lifting of the stay in the case in the very near term. This is
expected to lead to a rescheduled trial in Q4 CY22 where the jury will
consider the questions of infringement, wilfulness and damages, with the PTAB
having settled the issue of validity.

·              The Board is very confident in the strength of
the Company's case and in an outcome that is transformational for Nanoco's
prospects and shareholder value.

Placing of, and Subscription for, New Ordinary Shares and Broker Option

 

Proceeds extend cash runway into CY24 and beyond key value inflection points

 

·              The Company has raised £2.25 million through the
Placing and Subscription, which involves the issue of 6,081,081 New Ordinary
Shares at the Issue Price.

 

·              In addition, the Company has implemented a Broker
Option to enable new and existing shareholders who are qualifying investors to
participate in the equity fundraise on the same terms as the Placing and the
Subscription. The total Fundraise will not exceed 5% of the Company's issued
share capital immediately prior to the Fundraise.

 

·              Six directors of the Company ("Directors") and/or
persons closely associated with them have agreed to subscribe for new Ordinary
Shares at the Issue Price with a total value of £65,000 as shown in the
Additional Information section of this announcement. Henry Turcan
(Non-Executive Director), as a representative of Lombard Odier Asset
Management, is unable to participate.

 

·              The net proceeds of the Fundraise will extend the
Company's cash runway into CY24 and beyond key value inflection points for the
organic business and for the Samsung litigation as well as supporting its core
IP assets and its business operations during the ongoing lawsuit against
Samsung.

 

Brian Tenner, CEO of Nanoco Group said:

"This Fundraise will enable Nanoco to plan confidently for the future of the
organic business and to position us in the strongest possible way for the next
stages of the litigation.  It creates a cash runway that extends comfortably
past both of the expected H2 value inflection points noted above and
potentially through to the point when the organic business may become
self-financing.

"We are at a very exciting moment in Nanoco's evolution. This calendar year
was set up for four major value inflection points; two in our organic business
development and two more in our litigation against Samsung; two have now been
successfully delivered, with the next two anticipated in our second half.

"The first of those organic value inflection points has now been delivered in
the New Contract with our important European Electronics Customer. It creates
a significantly more stable financial environment for Nanoco's operations and
business planning and allows us to prepare better for potential commercial
production orders in the short term.

"The first of the two significant hurdles in our litigation against Samsung
was also recently successfully delivered. On 16 May 2022, the PTAB ruled
emphatically in favour of Nanoco on all 47 claims in the five patents in the
lawsuit. We will now be pressing for a lifting of the stay in the trial and
are hopeful of a rescheduled trial date in Q4 CY22.

"We look forward to the second half of CY22 when we aim to deliver the other
two significant value inflection points: production order visibility in the
organic business and a successful outcome to the litigation trial.  In
particular, commercial production orders will be the first in our history and
would quickly establish Nanoco as a fully-fledged and self-financing operating
business with significant upside value to be earned in the many large and
growing international markets that our materials can serve."

 

ADDITIONAL INFORMATION

 

Background to the Fundraise

The Company announced its Interim Results for the six months ended 31 January
2022 ("H1 FY22", the "Period") on 12 April 2022. During the Period, Nanoco
delivered Revenues of £1.1 million, Other Operating Income of £0.2 million
and an Adjusted EBITDA Loss of £1.1 million, being a 27% improvement on the
first half of FY21.  The first half included the successful delivery of all
milestones for two large customers, the important European Electronics
Customer and the significant Asian chemical company. H1 FY22 also included
material deliveries to a number of other customers and further work packages
for the two larger customers.

Shortly after the end of the Period, the Group completed the exit from the
first floor of its Manchester facility and announced the exit from the ground
floor by Q3 FY23. These two changes are expected to reduce the Group's
annualised cash cost base to approximately £4.0 million.

The Company's cash balance was £1.8 million as at 31 January 2022 and this
had risen to £2.6 million by the end of February 2022. This was sufficient to
create a cash runway into H1 CY23, subject to customer demand being in line
with expectations.

The third-party funder continues to finance the Company's litigation against
Samsung for the alleged wilful infringement of the Group's IP. This third
party funding prevents a drain on the Group's cash position for a number of
years. The third-party funder will only receive a return of their capital in
the event of a successful outcome to the lawsuit.  The recent favourable
decision by the PTAB in respect of the Group's patents in the law suit has
increased the Board's confidence in a successful outcome to the litigation
which is still expected to have a potentially transformational impact on the
Group's prospects and shareholder value.

The Fundraise, combined with recent commercial wins, will ensure that the
Group has adequate funding to retain operational capabilities of R&D,
scale-up and production in its Sensing and Display product lines for a number
of years and, subject to initial use cases for its materials, potentially to a
point when the organic business is self-financing.

Use of proceeds of the Fundraise

The Company is raising gross proceeds of £2.25 million from the Placing and
the Subscription. The net proceeds (after deducting the costs and expenses of
the Fundraise, which are expected to be £0.2 million), along with the
Company's existing cash resources, will be used to:

 

(i)     support the Group's R&D, scale-up and production capabilities
of novel nanomaterials for use in infra-red sensing and CFQD(®) display
applications with short to medium term prospects for self-financing commercial
production revenues;

(ii)    protect its IP and Company operations during the ongoing litigation
against Samsung, which is being funded by a third-party;

(iii)    strengthen the Group's balance sheet opposite Samsung during the
litigation process to reduce the attractiveness of potential delaying tactics
designed to weaken Nanoco;

(iv)   improve the Group's position as a reliable supplier in the very large
electronics supply chains in which it operates; and

(v)    retain key skilled personnel and attract new staff as the business
rebuilds itself.

The Company intends to use any net proceeds from the Broker Option to further
extend the Company's cash runway, maintain a reasonable balance sheet and to
support business development activity with a number of new potential customers
and opportunities in a range of applications.

Details of the Placing and the Subscription

In total, 6,081,081 New Ordinary Shares are proposed to be allotted and issued
pursuant to the Placing and the Subscription, at an Issue Price of 37 pence
per New Ordinary Share to raise gross proceeds of £2.25 million.

 

The New Ordinary Shares to be issued pursuant to the Placing have been
conditionally placed by Turner Pope Investments (TPI) Ltd ("TPI"), acting as
agent and broker of the Company, with certain new and existing institutional
and other investors pursuant to a Placing Agreement, as detailed below.

 

New Ordinary Shares have also been subscribed for directly with the Company,
pursuant to the Subscription, by subscribers pursuant to direct subscription
agreements.

 

The New Ordinary Shares (and the Broker Option Shares (as defined below)) will
be issued pursuant to the Company's existing share allotment authorities which
were granted at the Company's annual general meeting held on 30 November 2021.
The New Ordinary Shares and the Broker Option Shares will, when issued, be
credited as fully paid and will rank pari passu in all respects with the
existing Ordinary Shares of the Company.

 

Broker Option

The Company has also granted an option to TPI under the Placing Agreement in
order to deal with additional demand for New Ordinary Shares in the event that
requests from new or existing shareholders who are qualifying investors to
participate in the Fundraise during the period following the release of this
announcement and up to 5:00 pm on Tuesday 7 June 2022 (the "Broker Option").
To participate in the Broker Option, qualifying investors should communicate
their interest to TPI via their independent financial adviser, stockbroker or
other firm authorised by the Financial Conduct Authority (all of whom will be
required to confirm to TPI whether their client is a new or existing
shareholder), as TPI cannot take direct orders from individual private
investors. TPI should be contacted by telephone on (020) 3657 0050 or by email
at info@turnerpope.com.

 

TPI may choose not to accept bids and/or to accept bids, either in whole or in
part, on the basis of allocations determined at their discretion (after
consultation with the Company) and may scale down any bids for this purpose on
such basis as TPI may determine. A separate announcement will be made
regarding the results of the Broker Option.

 

Any Ordinary Shares issued pursuant to the exercise of the Broker Option
("Broker Option Shares") will be issued on the same terms and conditions as
the New Ordinary Shares. The Broker Option may be exercised by TPI, following
consultation with the Company, but there is no obligation on TPI to exercise
the Broker Option or to seek to procure subscribers for Broker Option Shares
pursuant to the Broker Option. The maximum number of Broker Option Shares that
may be issued pursuant to the exercise of the Broker Option will be limited to
ensure that the total Fundraise does not exceed 5.0% of the Company's issued
share capital immediately prior to the Fundraise. The maximum aggregate number
of new Ordinary Shares (including both the New Ordinary Shares and Broker
Option Shares) that may be issued pursuant to the Fundraise is therefore
15,284,340.

 

The Broker Option Shares are being made available only to new and existing
shareholders who are qualifying investors and not to the public, and none of
the Broker Option Shares are being offered or sold in any jurisdiction where
it would be unlawful to do so. No prospectus will be issued in connection with
the Broker Option.

 

Placing Agreement

 

Under the terms of a Placing Agreement between the Company and TPI, TPI will,
conditional upon Admission, receive a corporate finance fee from the Company
and commission relating to the New Ordinary Shares and Broker Option Shares.
The Company will give customary warranties and undertakings to TPI in
relation, inter alia, to its business and the performance of its duties. In
addition, the Company has agreed to indemnify TPI in relation to certain
liabilities that it may incur in undertaking the Placing. TPI has the right to
terminate the Placing Agreement in certain circumstances prior to Admission,
in particular, in the event that there has been, inter alia, a material breach
of any of the warranties. No part of the Placing, the Subscription or the
Broker Option is being underwritten.

 

Appointment of Joint Broker

 

The Company also confirms that it has appointed TPI as its joint broker with
immediate effect.

 

Details of the Directors' participation

 

The Directors have agreed to subscribe for new Ordinary Shares pursuant to the
Subscription as shown in the table below:

 

 Director         Current shareholding      New Ordinary Shares     Resulting shareholding*
                  No.          %            No.         Value (£)   No.           %
 Chris Richards   728,730      0.24%        40,540      15,000      769,270       0.24%
 Alison Fielding  239,157      0.08%        40,540      15,000      279,697       0.09%
 Chris Batterham  153,571      0.05%        40,540      15,000      194,111       0.06%
 Nigel Pickett    11,245,548   3.66%        27,027      10,000      11,272,575    3.50%
 Brian Tenner     592,375      0.19%        13,513      5,000       605,888       0.19%
 Liam Gray        35,418       0.01%        13,513      5,000       48,931        0.02%
 Total            12,994,799   4.23%        175,673     65,000      13,170,472    4.08%

 

*Director subscriptions shall not be subject to scaling back in the event that
the Fundraise is oversubscribed. The resulting shareholding percentage assumes
that the maximum number of Ordinary Shares (being 15,284,340 new Ordinary
Shares) will be issued. The actual position will be announced with the results
of the total Fundraise, being the combined Placing, Subscription and Broker
Option.

 

The Directors are considered to be related parties for the purposes of chapter
11 of the Listing Rules of the Financial Conduct Authority ("FCA"). However,
the Directors' participation in the Fundraise is exempt from the requirements
of LR11.1.7R to LR11.1.10R by virtue of paragraph 1 of LR11 Annex 1 (small
transactions).

Application for admission to trading

Application will be made to the FCA for admission of the New Ordinary Shares
and the Broker Option Shares to listing on the Official List and to the London
Stock Exchange for admission of the New Ordinary Shares and the Broker Option
Shares to trading on its main market for listed securities ("Admission").

It is expected that Admission will take place no later than 8:00am on 10 June
2022 and that dealings in the New Ordinary Shares and the Broker Option Shares
will commence at the same time.

Total voting rights

 

Following Admission and assuming that the maximum number of 15,284,340 new
Ordinary Shares are issued, the Company's total issued share capital will
consist of 322,445,744 Ordinary Shares, with one voting right per share. The
Company currently holds 12,222 Ordinary Shares in treasury. Therefore, the
total number of Ordinary Shares in the Company will be 322,445,744 and the
total number of voting rights will be 322,433,522 from Admission.  This
figure may be used by shareholders in the Company 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 holdings of, Ordinary Shares pursuant to the
FCA's Disclosure Guidance and Transparency Rules.

 

Expected Timetable of Principal Events

 Launch of the Fundraise                                                         As of the time of this announcement
 Broker Option open from                                                         Immediately after this announcement
 Broker Option closed at                                                         5:00pm on 7 June 2022
 Announcement of the result of the Broker Option                                 7:00am on 8 June 2022
 Admission of New Ordinary Shares and Broker Option Shares to trading and        8:00am on 10 June 2022
 commencement of dealings
 CREST accounts to be credited for New Ordinary Shares and Broker Option Shares  8:00am on 10 June 2022
 to be held in uncertificated form
 Dispatch of definitive share certificates for New Ordinary Shares and Broker    by 15 June 2022
 Option Shares to be held in certificated form

All references to time in this document are to London time, unless otherwise
stated.

MAR

The person responsible for arranging for the release of this announcement on
behalf of Nanoco is Liam Gray, Company Secretary.

The information contained within this announcement is considered by the
Company to contain inside information for the purposes of UK MAR.  Upon the
publication of this announcement via a Regulatory Information Service, this
inside information will be considered to be in the public domain.

For further information, please contact:

Nanoco Group PLC:

Brian Tenner,
CEO
+44 (0) 161 603 7900

Liam Gray, CFO
 
 
+44 (0) 161 603 7900

 

 

Turner Pope Investments (Joint Corporate Broker):

Andrew
Thacker
                        +44 (0) 20 3657 0050

James Pope

 

Peel Hunt LLP (Joint Corporate Broker):

Edward
Knight
                                    +44 (0)
20 7418 8900

James Smith

 

MHP
Communications:
+44 (0) 203 128 8570

Reg Hoare

Pete Lambie

Charlie Protheroe

nanoco@mhpc.com

 

IMPORTANT NOTICES

 

This announcement, or any copy of it, including the information contained
within it, is restricted and is not for publication, release, transmission,
distribution or forwarding, in whole or in part, directly or indirectly, in or
into the United States (other than pursuant to certain limited exemptions
described below), Canada, Japan, the Republic of South Africa, Australia, the
Republic of Ireland, New Zealand or any other jurisdiction in which
publication, release or distribution would be unlawful (or to any persons in
any of those jurisdictions). This announcement is for information purposes
only and does not constitute an offer to sell or issue, or the solicitation
of an offer to buy, acquire or subscribe for shares in the capital of the
Company in the United States (including its territories and possessions, any
state of the United States and the District of Columbia) subject to the
limited exceptions described below, or Canada, Japan, the Republic of South
Africa, Australia, the Republic of Ireland, New Zealand or any other state or
jurisdiction (or to any persons in any of those jurisdictions) or any other
jurisdiction in which the same would be unlawful. No public offering of the
New Ordinary Shares or Broker Option Shares is being made in any such
jurisdiction. Any failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions.

 

Neither the New Ordinary Shares nor the Broker Option Shares have been, nor
will they be, registered under the US Securities Act 1933, as amended (the "US
Securities Act") or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold, pledged, transferred or delivered, directly
or indirectly, in or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with the securities
laws of any state or any other jurisdiction of the United States. Accordingly,
the New Ordinary Shares and the Broker Option Shares will be offered and sold
only outside of the United States in "offshore transactions" (as such term is
defined in Regulation S under the US Securities Act) pursuant to Regulation S
and otherwise in accordance with applicable laws. No public offering of
securities is being made in the United States. The Fundraise has not been
approved, disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other
U.S. regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the offering of the New Ordinary Shares and/or
the Broker Option Shares. Subject to certain exceptions, the securities
referred to herein may not be offered or sold in the United States, Canada,
Japan, the Republic of South Africa, Australia, the Republic of Ireland, New
Zealand or to, or for the account or benefit of, any national, resident or
citizen of the United States, Canada, Japan, the Republic of South Africa,
Australia, the Republic of Ireland or New Zealand.

 

No public offering of the New Ordinary Shares and/or the Broker Option Shares
is being made in the United States, United Kingdom or elsewhere. All offers
of the New Ordinary Shares and/or the Broker Option Shares will be made
pursuant to an exemption from the requirement to produce a prospectus under
the EU Prospectus Regulation or the UK Prospectus Regulation. This
announcement has not been approved by the London Stock Exchange, nor is it
intended that it will be so approved.

 

This announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000
("FSMA") by, a person authorised under FSMA. This announcement is being
distributed and communicated to persons in the United Kingdom only in
circumstances in which section 21(1) of FSMA does not apply.

 

No prospectus has been or will be made available in connection with the
matters contained in this announcement and no such prospectus is required (in
accordance with the EU Prospectus Regulation or UK Prospectus Regulation) to
be published. Members of the public are not eligible to take part in the
Fundraise.

 

This announcement (including the terms and conditions contained in this
announcement) is for information purposes only and (unless otherwise agreed by
TPI) is directed at and is only being distributed to: (a) persons in member
states of the EEA who are qualified investors within the meaning of Article
2(e) of the EU Prospectus Regulation ("EEA Qualified Investors"); (b) persons
in the United Kingdom, who are qualified investors, being persons falling
within the meaning of Article 2(e) of the UK Prospectus Regulation, and who
(i) have professional experience in matters relating to investments falling
within the definition of "investment professionals" in article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); or (ii) are persons falling within article 49(2)(a) to
(d) ("high net worth companies, unincorporated associations, etc") of the
Order; or (c) persons to whom it may otherwise lawfully be communicated, (each
such persons in (a), (b) and (c) together being referred to as "Relevant
Persons"). This announcement (including the terms and conditions set out in
this announcement) must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this announcement (including the terms and conditions set out herein)
relates is available only to, and will be engaged in only with, Relevant
Persons.

 

This announcement has been issued by, and is the sole responsibility of, the
Company. No responsibility or liability is or will be accepted by, and no
undertaking, representation or warranty or other assurance, express or
implied, is or will be made or given by  TPI, or by any of their respective
partners, directors, officers, employees, advisers, consultants or affiliates
as to, or in relation to, the accuracy, fairness or completeness of the
information or opinions contained in this announcement or any other written or
oral information made available to or publicly available to any interested
person or its advisers, and any liability therefore is expressly disclaimed.
The information in this announcement is subject to change.

 

TPI, which is authorised and regulated in the United Kingdom by the FCA is
acting solely for the Company and no-one else in connection with the Fundraise
and the transactions and arrangements described in this announcement and will
not regard any other person (whether or not a recipient of this announcement)
as a client in relation to the Fundraise or the transactions and arrangements
described in this announcement.  TPI is not responsible to anyone other than
the Company for providing the protections afforded to clients of TPI or for
providing advice in connection with the contents of this announcement, the
Fundraise or the transactions and arrangements described herein.

 

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.

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