TIDMNANO
RNS Number : 2944G
Nanoco Group PLC
18 July 2023
18 July 2023
NANOCO GROUP PLC
("Nanoco", the "Company" or the "Group")
Posting of Circular and Notice of General Meeting in relation to
Requisitioned General Meeting
Board Recommendation to VOTE AGAINST ALL 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 shareholder Requisition of a General Meeting and
why the Board believes Shareholders should VOTE AGAINST ALL
Resolutions. The Circular will also contain the Notice of General
Meeting to be held on 14 August 2023.
The Proposals are not in the best interests of Shareholders; the
Board recommends VOTING AGAINST ALL Resolutions to PROTECT YOUR
CASH and PROTECT YOUR COMPANY
-- Nanoco is at an exciting inflection point, with the
litigation proceeds fully underpinning our transition from an
R&D first mover to a leading producer of next-generation QD
materials in the short term
-- The Board changes proposed by the Requisitionists would, in
effect, represent a total change of control of Nanoco with no
takeover premium being paid
-- The Board changes proposed by the Requisitionists would
result in the new Board gaining complete control of YOUR CASH - the
net Samsung litigation proceeds of US$90m - having spent only a
fraction of that to acquire control of the business
-- The Requisitionists' proposals would be damaging and
disruptive to Nanoco's future prospects and, if successful, will
result in an exodus of key talent from the business including Dr
Nigel Pickett, the Group's co-founder and Chief Technology
Officer
-- Mr Hamoodi's unfounded allegations create a false narrative that misleads Nanoco shareholders
Shareholder support for the Board
The Board is pleased to have received the following message of
support from Christopher Mills, Founder, Director, Chief Executive
Officer and Chief Investment Officer of Harwood Capital, a c.3%
shareholder:
"I fully support the board of Nanoco as they have a clear
strategy to build value for all shareholders. I believe it would be
highly irresponsible to support the resolutions in the
requisitioned meeting in so far as the proposed new directors are
not of the experience or calibre I would expect to see on the board
of a UK public company in which I am invested."
Randolph Baron, Lead Portfolio Manager, International of
Pinnacle Associates, a c.1% shareholder, had the following to
say:
"We have been Nanoco shareholders for over half a decade. While
the successful Samsung settlement has consumed much investor
attention of late, especially since the company could return to
shareholders over 60 percent of its current share price within
seven months, as long-term investors we are more focused on
Nanoco's underlying business. Its current prospects give us more
enthusiasm than we have had at any point in the last three
years.
"We are neither for nor against any individual management: We
are for shareholders. Towards that end, we lament the current
distraction and bemoan that shareholder cash will be used to defend
against Mr. Hamoodi's efforts. We believe bringing in a new
management team (including replacing the founder who is also a
named patent holder on much of the company's technology) could
potentially derail the operational progress that has been building
momentum even during the recent Samsung lawsuit. We plan to vote
against the resolutions."
Shareholder presentation
The Company will host a presentation for shareholders via
Investor Meet Company during which the Board will set out the
reasons why they recommend that you VOTE AGAINST ALL the
resolutions. Shareholders will also have the opportunity to submit
questions in advance to nanocoGM@mhpgroup.com. Details of the
Investor Meet Company call will be circulated in due course.
Christopher Richards, Non-Executive Chairman of Nanoco,
said:
"The Resolutions proposed by the Requisitionists are not in the
best interest of shareholders and would give undue influence and
control to one small, disgruntled group of Shareholders, who only
own 5.02% of the Company. Indeed, the proposed Board changes will
result in the new Board gaining complete control of Shareholder's
cash - the net Samsung litigation proceeds of US$90m - having spent
only a fraction of that to acquire control.
"The Requisitionists' proposals would also be damaging and
disruptive to Nanoco's future prospects and, if successful, would
result in an exodus of key talent from the business, including Dr
Pickett who is a named inventor on the majority of the Group's
retained patents. In stark contrast, the proposed nominees lack the
requisite experience, having no track record of serving on the
board of any UK listed companies, and are not the right choice to
lead Nanoco at this crucial point in its development."
Brian Tenner, Chief Executive Officer of Nanoco Group plc,
said:
"The Group is closer to commercial production than at any time
in its 20-year history, strengthened by its newly validated IP and
proceeds from the successful conclusion of the Samsung litigation,
providing a firm financial footing to unlock Nanoco's potential and
return significant cash to shareholders. The Requisitionists'
proposals would destroy the significant potential value within
Nanoco's organic business and risk turning Nanoco into a highly
speculative litigation shell company, whilst also risking the
majority of future value being lost to third parties."
- Ends -
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.
FORWARD LOOKING STATEMENTS
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.
Expected Timetable of Principal Events
Date of receipt of Requisition 27 June 2023
Date of the Notice of General Meeting 18 July 2023
Time and date of Company presentation To be announced in due
to shareholders via the Investor Meet course
Company platform
Latest time and date for receipt of Forms 11:00 am on 10 August
of Proxy from Shareholders 2023
Latest time and date by which a request 11:00 am on 10 August
to participate in the General Meeting 2023
via the conference facility must be made
Deadline for ownership of shares to be 6:00 pm on 10 August
registered in order to be entitled to 2023
attend and vote at the General Meeting
General Meeting 11:00am on 14 August
2023
For further information, please contact:
Nanoco Group PLC :
Dr Christopher Richards, Non-Executive
Chairman
Brian Tenner, CEO
Liam Gray, CFO & Company Secretary +44(0)1928 761 404
Peel Hunt (Joint Corporate Broker):
Paul Gillam
James Smith +44 (0) 20 7418 890
Turner Pope Investments (Joint
Corporate Broker):
Andrew Thacker
James Pope +44 (0) 20 3657 0050
MHP :
Reg Hoare
nanoco@mhpgroup.com +44 (0) 203 128 8570
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(TM) 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(R)
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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END
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