REG - Nanoco Group PLC - Intention to delist from London Stock Exchange

NanocoAnnouncement

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RNS Number : 7821F  Nanoco Group PLC  27 May 2026

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").

FOR IMMEDIATE
RELEASE
 
                              27 May 2026

Nanoco Group PLC

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

Intention to delist from the Main Market of the London Stock Exchange

 

Since the announcement on 26 January 2026 relating to the termination of the
process of finding a purchaser for the Group's trading business, the Board has
been considering various options to both maximise shareholder value and
preserve the Company's cash balances. The Board believes that by taking
further measures to reduce the Company's operating costs and carefully
investing its remaining resources in existing high-potential business areas,
greater value can be generated for Shareholders.

In order to further reduce operating costs, the Board has decided to seek
Shareholder approval for the proposed cancellation of the Ordinary Shares from
the Official List and from admission to trading on the main market for listed
securities of the London Stock Exchange (the "Cancellation") while maintaining
the ability for Shareholders to continue to be able to trade in Ordinary
Shares through the Matched Bargain Facility described below.

Such cancellation is expected to result in a further annual cost savings of
£0.7m. Although the Company had a cash balance of £10.1 million as at 19 May
2026 and the Company is neither currently experiencing any financial
difficulty nor is it expected to in the near term, these cost savings will
extend the Group's cash runway, with a view to being break even in the medium
term. Additionally, this will also free up significant resource which can be
allocated to the achievement of the Group's strategic objectives.

Conversely, were these cost savings to not be achieved, and were there further
delays in the commercialisation of the Company's products, the Group's ability
to break even in the medium term and achieve its strategic objectives would be
further hindered by the current cost and resource burden associated with being
a listed company.

Following the proposed Cancellation, it is proposed to re-register the Company
as a private limited company (the "Re-registration") and to adopt new articles
of association to reflect the change in the Company's status to a private
limited company.

As both the Cancellation and the Registration require the approval of not less
than 75 per cent. of the votes cast by Shareholders (whether present in person
or by proxy) at a General Meeting, a circular (the "Circular") has today been
dispatched to Shareholders containing further detail about the Cancellation
and the Re-registration and convening a general meeting to be held at 10.30
a.m. on 19 June 2026 for the purposes of obtaining the necessary approvals.

Background to and reasons for the Proposals

The Board believes that there is value in the business with the potential to
create further value for Shareholders. During the sale process, the Group made
operational progress, including the commencement of a Joint Development
Agreement with a second Asian chemical customer and a three-year extension of
its Joint Development Agreement with its first Asian chemical customer.

In addition, the Group achieved a successful result in its litigation with LG
Electronics Inc. in November 2025, the proceeds of which have now been
received. The Group also reached a settlement with Shoei Chemical Inc. and
Shoei Electronic Materials, Inc.

Having extensively evaluated the benefits and drawbacks for the Company and
its shareholders in retaining its listing on the Official List and the
admission to trading of the Ordinary Shares on the London Stock Exchange's
Main Market for listed securities, the Board concluded that continuing its
listing is not in the best interests of the Company and its shareholders for
the following reasons:

1.    The estimated cost savings achievable as a result of the delisting,
which are approximately £0.7m per annum.

2.    The UK public market environment for small companies remains highly
challenging, characterised by persistent undervaluation and limited liquidity,
particularly for Companies such as Nanoco with early-stage,
pre-commercialisation technology and IP, where there is a significant key
customer concentration risk.

3.    The increased corporate and strategic flexibility that a private
limited company can have to make and implement strategic decisions more
quickly than a company which is publicly traded.

4.    Operating as a private limited company will allow the Company to
discuss a potential sale process unencumbered by the disclosure obligations
and regulatory requirements of a publicly traded company on a regulated
exchange

 

1.    Cost and regulatory burden

As at 19 May 2026, the Company had cash and cash equivalents of approximately
£10.1m. In order to maximise value for Shareholders, a balance needs to be
struck between reducing operating costs as much as possible and carefully
investing the Company's remaining resources in existing business areas that
have high potential in the medium term.

A significant reduction in the size of the Board has already been announced,
with the retirement of Dr Nigel Pickett in February 2026, the resignation of
Dmitry Shashkov during February 2026 and of Dr Alison Fielding and Dieter May
at the end of April 2026. These measures, in addition to other cost savings,
have reduced the Company's gross monthly cash operating costs to between
£0.3m - £0.4m.

The costs of being a listed public company, both in terms of financial and
management time, are significant. The annual financial costs are estimated to
be £0.7m. The Cancellation would eliminate the annual expenditure associated
with maintaining a listing on the Official List and would also enable the
business to reallocate that expenditure to core business activities and free
up management time to achieve its strategic objectives.

Conversely, were these cost savings to not be achieved, and were there further
delays in the commercialisation of the Company's products, the Group's ability
to break even in the medium term and achieve its strategic objectives would be
further hindered by the current cost and resource burden associated with being
a listed company.

2.    Limited liquidity and share price volatility

The Directors believe that the UK public market environment for small
companies remains highly challenging, characterised by persistent
undervaluation, which can be exacerbated by limited liquidity.

The impact of this is particularly notable for listed companies such as Nanoco
with early-stage, pre-commercialisation technology and IP, where there is a
significant key customer concentration risk. This impact has been apparent to
the Board on multiple occasions in the Group's recent history, including in
2019 when a key contact with an American customer was terminated and in 2024
when a key contract with ST Microelectronics was terminated, resulting in
significant share price volatility.

3.    Corporate and Strategic flexibility

The Board believes that a private limited company can make and implement
strategic decisions more quickly than a company which is publicly traded. This
was apparent during discussions with Samsung, LG Electronics and Shoei
regarding potential IP infringements. This will also be advantageous in future
business development discussions which would ultimately benefit the Company
and Shareholders as a whole.

4.    Facilitation of a future sales process

The Board began the sale process with the belief that the Company would be
better served being part of a larger entity. This belief still remains, and
should the technology become commercialised and the Company become break even
in the medium term, operating as a private limited company will allow the
Company to discuss a potential sale process unencumbered by the disclosure
obligations and regulatory requirements of a publicly traded company on a
regulated exchange. This would ultimately be to the benefit of the Company and
all Shareholders.

Process for, and principal effects of, the Cancellation

Under the UKLR, it is a requirement that the Cancellation must be approved by
not less than 75 per cent. of votes cast by Shareholders at a General Meeting.

The UKLR further require any Main Market company with a listing of equity
shares in the equity shares (commercial companies) category that wishes the
FCA to cancel the listing of its shares on the Official List to ensure that
the anticipated date of cancellation is not less than 20 business days
following the passing of the Cancellation Resolution. Therefore, subject to
the Cancellation Resolution being passed at the General Meeting, Cancellation
will be not less than 20 Business Days following the passing of the
Cancellation Resolution. Accordingly, if the Cancellation Resolution is
passed, it is expected that the last day of dealings in Ordinary Shares on the
Main Market will be 17 July 2026 and that the Cancellation will become
effective at 8.00 a.m. on 20 July 2026.

 

The principal effects of the Cancellation will be that:

·     there will be no formal market mechanism enabling Shareholders to
trade Ordinary Shares, no recognised market or trading facility is intended to
be put in place to facilitate the trading of Ordinary Shares post Cancellation
(save for the Matched Bargain Facility described in paragraph 4 below, which
will provide a limited mechanism to facilitate the trading of Ordinary Shares
off-market), no price will be publicly quoted for the Ordinary Shares and the
transfer of Ordinary Shares will be subject to the provisions of the Articles;

·      the Ordinary Shares will remain freely transferable, it is likely
that the liquidity and marketability of the Ordinary  Shares will, in the
future, be more constrained than at present and the value of such shares may
be adversely affected as a consequence;

·     in the absence of a formal market and quote, it may be more
difficult for Shareholders to determine the market value of their investment
in the Company at any given time;

·     the Company will no longer be subject to the UK MAR regulating
inside information and other matters;

·     the Company will no longer be subject to the UKLR and, accordingly,
Shareholders will no longer be afforded the protections given by the UKLR. In
particular, the Company will not be bound to:

a.    make any public announcements of material developments, or to
announce interim or final results;

b.    comply with any of the corporate governance practices applicable to
Main Market companies;

c.     announce substantial transactions and related party transactions;
or

d.    comply with the requirement to seek Shareholder approval for reverse
takeovers and fundamental changes in the Company's business;

·     the Company will no longer be required to publicly disclose any
change in major shareholdings in the Company under the Disclosure Guidance and
Transparency Rules;

·     whilst the Company's CREST facility will remain in place immediately
following the Cancellation, the Company's CREST facility may be cancelled in
the future and, although the Ordinary Shares will remain transferable, they
may cease to be transferable through CREST (in which case, Shareholders who
hold Ordinary Shares in CREST will receive share certificates); and

·     the Cancellation and subsequent Re-registration may have tax
consequences for Shareholders. The Company is not able to provide Shareholders
with any form of tax advice, and Shareholders are strongly advised to seek
their own professional advice in order to ascertain the consequences for them
of continuing to hold Ordinary Shares following the Cancellation becoming
effective.

 

The Company currently intends that it will continue to provide certain
facilities, services and protections to Shareholders that they currently enjoy
as shareholders of a listed company following the proposed Cancellation. It is
intended that the Company will continue to:

·    communicate information about the Company (including annual accounts)
to its Shareholders, as required by the Companies Act 2006;

·    for at least 12 months following the Cancellation, maintain its
website, and post updates on the website at
https://www.nanocotechnologies.com/from time to time, although Shareholders
should be aware that there will be no obligation on the Company to include all
of the information required under the Disclosure Guidance and Transparency
Rules, UK MAR or to update the website as required by the UKLR; and

·    make available to Shareholders, by way of a Matched Bargain Facility,
the means to buy and sell Ordinary Shares on a matched bargain basis following
the Cancellation, as further set out in paragraph 4 below; however, there is
no guarantee that this facility will provide liquidity in the future. JP
Jenkins, the intended provider of the Matched Bargain Facility, is authorised
and regulated by the FCA.

 

Matched Bargain Facility

 

The Company has made arrangements for the Matched Bargain Facility to assist
Shareholders to trade in the Ordinary Shares from the date of Cancellation, if
the Cancellation Resolution is passed. The Matched Bargain Facility will be
provided by JP Jenkins, which is authorised and regulated by the FCA. Under
the Matched Bargain Facility, Shareholders or persons wishing to acquire or
dispose of Ordinary Shares will be able to leave an indication with JP
Jenkins, through their stockbroker, of the number of Ordinary Shares that they
are prepared to buy or sell and the price at which they are prepared to do so.
In the event that JP Jenkins is able to match that order with an opposite sell
or buy instruction, it would contact both parties and then effect the bargain
(trade). Should the Cancellation become effective, the Matched Bargain
Facility will commence, and details will be made available to Shareholders on
the Company's website. It should be noted, however, that there is no guarantee
as to the liquidity such a facility would afford the Ordinary Shares post
Cancellation. Therefore, Shareholders should carefully consider, inter alia,
the effects of the proposed Cancellation set out above and seek their own
independent advice when assessing the likely impact of the Cancellation.

The Matched Bargain Facility is intended to operate for a minimum of twelve
months after Cancellation. The current intention is that it will continue
beyond that time, but Shareholders should note it could be withdrawn at short
notice and therefore inhibit Shareholders' ability to trade the Ordinary
Shares. If Shareholders wish to buy or sell Ordinary Shares on the Main
Market, they must do so prior to the Cancellation becoming effective. As noted
above, in the event that Shareholders approve the Cancellation, it is
anticipated that the last day of dealings in Ordinary Shares on the Main
Market will be 17 July 2026 and that the effective date of the Cancellation
will be 8.00 a.m. on 20 July 2026.

 

Takeover Code

 

The Takeover Code applies to any company which has its registered office in
the UK, the Channel Islands or the Isle of Man if any of its equity share
capital or other transferable securities carrying voting rights are admitted
to trading on a UK regulated market, a UK multilateral trading facility, or a
stock exchange in the Channel Islands or the Isle of Man. The Takeover Code
therefore currently applies to the Company as its securities are admitted to
trading on the Main Market, which is a UK regulated market.

 

The Takeover Code also applies to any company which has its registered office
in the UK, the Channel Islands or the Isle of Man if any of its securities
were admitted to trading on a UK regulated market, a UK multilateral trading
facility, or a stock exchange in the Channel Islands or the Isle of Man at any
time during the preceding two years.

 

Accordingly, if the Cancellation is approved by Shareholders at the General
Meeting and becomes effective, the Takeover Code will continue to apply to the
Company for a period of two years after the Cancellation, following which the
Takeover Code will cease to apply to the Company.

While the Takeover Code continues to apply to the Company, a mandatory cash
offer will be required to be made if either:

a.    any person acquires an interest in shares which (taken together with
the shares in which the person or any person acting in concert with that
person is interested) carry 30 per cent. or more of the voting rights of the
company; or

b.    any person, together with persons acting in concert with that person,
is interested in shares which in the aggregate carry not less than 30 per
cent. of the voting rights of a company but does not hold shares carrying more
than 50 per cent. of such voting rights and such person, or any person acting
in concert with that person, acquires an interest in any other shares which
increases the percentage of shares carrying voting rights in which that person
is interested.

 

Brief details of the Panel, and of the protections afforded by the Takeover
Code, are set out in Part III of the Circular.

 

Before voting on the Cancellation, you may want to take independent
professional advice from an appropriate independent financial adviser.

 

Expected timetable of principal events

 

 Publication and posting of the Circular and Form of Proxy                   27 May 2026
 Latest time and date for receipt of Forms of Proxy or electronic proxy      10.30 a.m. on 17 June 2026
 appointments for the General Meeting
 General Meeting to approve the Proposals                                    10.30 a.m. on 19 June 2026
 Announcement of results of the General Meeting                              19 June 2026
 Expected last day of dealings in Ordinary Shares on the Main Market         17 July 2026
 Expected time and date of Cancellation                                      8.00 a.m. on 20 July 2026
 Secondary market trading facility for Ordinary Shares expected to commence  20 July 2026
 Expected date of Re-registration                                            On or around 27 July 2026

 

If any of the above times or dates should change, the revised times and/or
dates will be notified to Shareholders by an announcement to any of the
services approved by London Stock Exchange for the distribution of
announcements and included within the list maintained on the website of London
Stock Exchange (known as a Regulatory Information Service).

 

Voting queries

 

Shareholders are strongly encouraged to exercise their vote. If you hold your
shares through a broker, nominee, or investment platform, please be aware that
your platform's internal deadline for submitting voting instructions is likely
to be significantly earlier than the proxy voting deadline of 10.30 a.m. on 17
June 2026. Please check with your broker or platform as soon as possible.

 

For guidance on how to vote through the major UK investment platforms, a
platform voting guide has been made available on the Company's website at
www.nanocotechnologies.com/investors/documents-circulars/
(http://www.nanocotechnologies.com/investors/documents-circulars/)

 

For any queries relating to shareholder voting, please contact Sodali & Co
at nanoco@info.sodali.com.

 

- Ends -

MAR

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.

 

The person responsible for arranging for the release of this announcement on
behalf of Nanoco is Liam Gray, Interim Chief Executive Officer.

 

Nanoco Group plc:

Jalal Bagherli, Executive
Chairman
      +44 (0)1928 761 404

Liam Gray, Interim CEO & Company Secretary

 

Sodali & Co

Pete Lambie

Elly
Williamson
      +44 (0)79 3535 1934

Anthony Kluk

Oliver Banks

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

 

Cavendish Capital Markets Limited (Financial Adviser and Corporate Broker):

Ed Frisby / George Lawson (Corporate Finance)
 
     +44 (0) 20 7220 0500

Jasper Berry (Sales)

 

Notes for editors:

About Nanoco Group plc

Nanoco (LSE: NANO) is a world leader in the development and manufacture of
cadmium-free quantum dots and other specific nanomaterials emanating from its
technology platform. In particular, Nanoco is a nanomaterial production and
licensing group, specialising in the production of its patented cadmium free
quantum dots (CFQD® materials) 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)

 

APPENDIX

The Takeover Code

The Takeover Code is issued and administered by the Panel. The Takeover Code
currently applies to the Company and accordingly Shareholders are entitled to
the protections afforded by the Takeover Code.

The Takeover Code and the Panel operate principally to ensure that
shareholders in an offeree company are treated fairly and are not denied an
opportunity to decide on the merits of a takeover and that shareholders in an
offeree company of the same class are afforded equivalent treatment by an
offeror. The Takeover Code also provides an orderly framework within which
takeovers are conducted. In addition, it is designed to promote, in
conjunction with other regulatory regimes, the integrity of the financial
markets.

The Takeover Code is based upon a number of general principles (the "General
Principles") which are essentially statements of standards of commercial
behaviour. The General Principles apply to takeovers and other matters to
which the Takeover Code applies. They are applied by the Panel in accordance
with their spirit in order to achieve their underlying purpose.

In addition to the General Principles, the Takeover Code contains a series of
rules (the "Rules"). Like the General Principles, the Rules are to be
interpreted to achieve their underlying purpose. Therefore, their spirit must
be observed as well as their letter. The Panel may derogate or grant a waiver
to a person from the application of a Rule in certain circumstances.

A summary of key points regarding the application of the Takeover Code to
takeovers is set out below.

Equality of treatment

General Principle 1 of the Takeover Code states that all holders of securities
of an offeree company of the same class must be afforded equivalent treatment.
Furthermore, Rule 16.1 requires that, except with the consent of the Panel,
special arrangements may not be made with certain shareholders in the offeree
company if there are favourable conditions attached which are not being
extended to all shareholders.

Information to shareholders

General Principle 2 requires that the holders of the securities of an offeree
company must have sufficient time and information to enable them to reach a
properly informed decision on the takeover bid. Consequently, a document
setting out full details of an offer must be sent to the offeree company's
shareholders.

The opinion of the offeree board and independent advice

The board of the offeree company is required by Rule 3.1 to obtain competent
independent advice as to whether the financial terms of any offer are fair and
reasonable and the substance of such advice must be made known to its
shareholders. Rule 25.2 requires the board of the offeree company to send to
shareholders and persons with information rights its opinion on the offer and
its reasons for forming that opinion. That opinion must include the board's
views on: (i) the effects of implementation of the offer on all the company's
interests, including, specifically, employment; and (ii) the offeror's
strategic plans for the offeree company and their likely repercussions on
employment and the locations of the offeree company's places of business.

The document sent to shareholders must also deal with other matters such as
interests and recent dealings in the securities of the offeror and the offeree
company by relevant parties and whether the directors of the offeree company
intend to accept or reject the offer in respect of their own beneficial
shareholdings.

Rule 20.1 states that, except in certain circumstances, information and
opinions relating to an offer or a party to an offer must be made equally
available to all offeree company shareholders and persons with information
rights as nearly as possible at the same time and in the same manner.

Option holders and holders of convertible securities or subscription rights

Rule 15 provides that when an offer is made and the offeree company has
convertible securities, options or subscription rights outstanding, the
offeror must make an appropriate offer or proposal to the holders of those
securities to ensure their interests are safeguarded.

 

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