TIDMNANO
RNS Number : 1198E
Nanoco Group PLC
28 June 2023
28 June 2023
NANOCO GROUP PLC
("Nanoco", the "Company" or the "Group")
Receipt of General Meeting Requisition Notice
Nanoco notes that on 27 June 2023 it received a letter and
accompanying notice from Aurora Nominees Limited and Securities
Services Nominees Limited seeking, on behalf of holders of
approximately 5.02% of the voting rights of the Company (together
the "Requisitionists"), to requisition a general meeting ("GM") of
the Company under section 303 of the Companies Act 2006 (the
"Requisition") .
The Requisition proposes the removal of all of the Group's
current directors, including its Chairman, Chief Executive Officer,
Chief Finance Officer and Chief Technology Officer (the co-founder
of Nanoco and inventor of Nanoco's key quantum dot scale-up
technology) with effect from the requisitioned GM and their
replacement by new directors proposed by the Requisitionists.
Should the resolutions to be proposed at the GM be successful,
these new directors proposed by the Requisitionists would
thereafter comprise the entire Board.
Background to the Requisition
The Requisition follows the receipt of two letters from Mr
Hamoodi which the Company responded to by means of RNS
announcements (including a link to a letter sent to Mr Hamoodi)
issued on 27 March 2023 and 19 May 2023, respectively. Nanoco's
announcements emphatically rejected Mr Hamoodi's speculative
concerns contained in his letters about certain actions and
activities involving Nanoco, as well as a proposal that certain
directors of Nanoco be replaced by his own nominees. The Company
confirmed that the Directors of Nanoco have no intention of
stepping down from the Board and are confident that the Board's
actions and statements over the period of the Samsung litigation
were in line with its corporate governance duties, obligations and
standards.
A copy of Nanoco's letter to Mr Hamoodi is available here:
http://www.rns-pdf.londonstockexchange.com/rns/0649A_1-2023-5-19.pdf
.
Response to the Requisition
The Board is in the process of reviewing the content and
validity of the Requisition with its advisers and will make an
announcement regarding the convening of a general meeting in due
course.
In line with the announcement issued on 19 May, the Board is
firmly of the view that the board changes proposed by Mr Hamoodi
are not in the best interests of the Company or its
shareholders.
The Board believes that the blend of skills and capabilities of
its members has been demonstrated both in the transformative
outcome achieved in the Samsung settlement and the progress made
with the organic business.
As outlined in the circular regarding the proposed capital
reduction to facilitate future returns to shareholders, published
on 20 June 2023 (the "Circular"), the Board is confident in the
near-term opportunities for commercial production of sensing
materials. The Board has highlighted the current interest in the
Group's display materials following the successful IP litigation as
well as the growing display market for CFQD(R) cadmium free quantum
dots. Furthermore, the Circular outlined Nanoco's intention to:
-- initiate a return of between GBP33 million and GBP40 million
(or approximately 10 pence to 12 pence per share) using the second
tranche of the proceeds of the Samsung litigation (net $71.75
million after withholding tax) which is expected to be received
during February 2024; and
-- retain approximately GBP20 million of cash (following the
return to shareholders) to invest in R&D and commercial
activities, a proactive IP licensing programme, payment of debt
obligations, and to provide working capital through to the
self-financing position that is expected to be achieved during
2025.
Mr Hamoodi's proposals to change the entire board would be
damaging and disruptive to the business. The Board believes that,
if successful, they would result in the departure of key employees
who are critical to Nanoco's future success, including but not
limited to, Dr Nigel Pickett, Nanoco's Chief Technology Officer,
co-founder and named inventor on many of the Company's core
patents.
Christopher Richards, Non-Executive Chairman of Nanoco, said
"We continue to emphatically reject Mr Hamoodi's proposals to
change the entirety of the board at such a key point in Nanoco's
evolution. The Board welcomes scrutiny but his selective
interpretation of the past, significant factual errors, and
speculative concerns take a number of events out of context to
create a misleading narrative.
"The proposed Board changes are not in the best interests of the
Company or its shareholders. Nanoco is at an exciting inflection
point, with the litigation proceeds fully underpinning our organic
business which has significant growth opportunities, as well as
offering an attractive potential return of capital to
shareholders.
"Mr Hamoodi's proposals would be damaging and disruptive to
Nanoco's future prospects and likely result in an exodus of key
talent from the business."
- Ends -
For further information, please contact:
Nanoco Group PLC : +44(0)1928761404
Dr Christopher Richards, Non-Executive Chairman
Brian Tenner, CEO
Liam Gray, CFO & Company Secretary
Peel Hunt (Joint Corporate Broker):
+44 (0) 20 7418 8900
Paul Gillam
James Smith
Turner Pope Investments (Joint Corporate Broker):
+44 (0) 20 3657 0050
Andrew Thacker
James Pope
MHP : +44 (0) 203 128 8570
Reg Hoare
Matthew Taylor
Christian Harte
nanoco@mhpgroup.com
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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June 28, 2023 02:00 ET (06:00 GMT)
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