For immediate
release
Nanoco Group
PLC
("Nanoco", the "Group", or the "Company")
Posting of Circular and
Notice of General Meeting in relation to Requisitioned General
Meeting
Board Recommendation to VOTE
AGAINST BOTH 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 Requisition by the
Milkwood Fund of a General Meeting and why the Board believes
Shareholders should VOTE AGAINST BOTH Resolutions. The
Circular will also contain the Notice of General Meeting to be held
at 11.30 am on 13 December 2024.
Christopher Richards, Non-Executive Chairman of Nanoco,
said:
"Milkwood has given no indication in the Requisition Notice as
to the appropriateness of its nominees to be directors of a listed
company nor as to the rationale for their
appointment.
Milkwood has a clear and established recent track record of
launching activist campaigns against undervalued, cash-rich listed
entities, most recently unsuccessfully trying to take control of
Downing Strategic Micro-Cap Investment Trust plc, a listed
investment trust.
Mr
Summerton, on behalf of Milkwood, has previously in dialogue
indicated to the Board his belief that there is little inherent
value in the Company and his intention to convert the Company into
an investment company. He has stated his intention to acquire a
significant stake in the Company, reduce costs drastically and
dispose of any assets at pace, retaining surplus cash rather than
returning it to shareholders.
In
the absence of a clear rationale and taking into consideration
Milkwood's track record and Mr Summerton's comments, the Board
believes that the Resolutions are not aligned with the interests of
all of the Company's Shareholders and would be highly disruptive to
the Board's ability to execute its clear strategy to deliver value
to Shareholders."
Executive Summary of the Circular
For the reasons summarised below and
detailed in the Circular, the Board considers the Resolutions to be
contrary to the best interests of the Company's Shareholders as a
whole and urges Shareholders to VOTE AGAINST BOTH the Resolutions, as
the Directors of Nanoco intend to do in respect of their own
shareholdings.
1. The Board does not believe that Milkwood is
acting in the best interests of all Shareholders.
2. The Board of Nanoco is clear in its conviction
to return surplus cash to Shareholders, having returned £33m of
capital so far in 2024.
3. The Board of Nanoco has a clear strategy to
develop its operating business while seeking to execute a
transaction and has already taken extensive action with more to
come.
4. The Board already has the appropriate mix of
experience and industry knowledge to oversee this
process.
5. The appointment of the Milkwood nominees would
be highly disruptive to the Board's ability to return surplus cash
to Shareholders.
Chair Succession
Now that Dmitry Shashkov has been
appointed as the new CEO of the Company, Christopher Richards will
proceed with his previously announced plan to retire as
Non-Executive Chairman of Nanoco at the Annual General Meeting in
January 2025 and will be succeeded by Jalal Bagherli, bringing his
commercial expertise and track record to the leadership of the
Board.
Expected Timetable of Principal Events
Date of receipt of
Requisition
|
25 October 2024
|
Date of the Notice of General
Meeting
|
15 November 2024
|
Latest time and date for receipt of
Forms of Proxy from Shareholders
|
11.30 am GMT
on 11 December 2024
|
Deadline for ownership of shares to
be registered in order to be entitled to attend and vote at the
General Meeting
|
6:00 pm GMT
on 11 December 2024
|
General Meeting
|
11.30 am GMT
on 13 December 2024
|
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.
For
further information, please contact:
Nanoco Group plc:
Christopher Richards, Non-Executive
Chairman
Dmitry Shashkov, CEO
Liam Gray, CFO & Company
Secretary
|
+44 (0)1928 761 404
|
Cavendish Capital Markets Limited (Financial Adviser &
Corporate Broker):
Ed Frisby / Henrik Persson
(Corporate Finance)
Tim Redfern / Charlie Combe
(Corporate Broking)
Jasper Berry (Sales)
|
+44 (0) 20 7220 0500
|
Sodali & Co (Public
Relations):
Elly Williamson
Pete Lambie
Nanoco@sodali.com
|
+44
(0)79 3535 1934
|
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 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