11 April
2024
For immediate release
THE INFORMATION CONTAINED IN THIS
ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION IN WHOLE OR IN PART IN AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS
RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE
UNLAWFUL.
This release contains inside
information within the meaning of Article 7(1) of the EU Market
Abuse Regulation (2014/596/EU), or EU MAR, and of the UK version of
EU MAR as it forms part of UK law by virtue of the European Union
(Withdrawal) Act (as amended).
Nanoco
Group PLC
("Nanoco", the "Group", or the "Company")
Results of Tender
Offer
and
Launch of Share Buyback
Programme
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 the results of the Tender Offer
("Tender Offer") to return up to £30.0 million to
Shareholders, as set out in the shareholder
circular published by the Company on 11 March 2024 (the
"Circular"), which closed on 9 April 2024.
Results of the Tender Offer
In total, 160,535,377 Ordinary
Shares, being approximately 49.5 per cent. of the Issued Share
Capital were validly tendered under the Tender Offer as at 6:00
p.m. on 9 April 2024 (the "Record Date"), meaning that
the Tender Offer was oversubscribed. Tenders will
therefore be accepted in full from Shareholders who validly
tendered a number of Ordinary Shares equal to or less than their
Basic Entitlement or those holders of 2,000 Ordinary Shares or
less, irrespective of the proportion tendered. Following a scale
back exercise, tenders in excess of the Basic Entitlement will be
satisfied to the extent of the Basic Entitlement plus approximately
49.6 per cent. of the excess Shares tendered.
Cavendish will therefore purchase
125,000,000 shares on 12 April 2024 for a total cost of
approximately £30.0 million. This represents approximately 38.5 per
cent. of the Issued Share Capital as at the Record Date. Under the
terms of the Option Agreement, Cavendish has a put option to be
exercised on 12 April 2024 to require the Company to purchase, from
Cavendish, the Ordinary Shares purchased by Cavendish pursuant to
the Tender Offer at the Tender Price.
Following the purchase by the
Company, the Company intends to cancel 111,250,000 Ordinary Shares.
As set out in the Circular, 13,750,000 of the purchased Ordinary
Shares will be held in treasury and subsequently transferred to the
Nanoco Employee Benefit Trust ("EBT") to
meet potential future obligations arising under the Company's 2015
Long Term Incentive Plan and the 2015 Deferred Bonus Plan. This
transfer to the EBT represents approximately 10% of the shares to
be acquired under the combined Tender Offer and Share Buyback
Programme.
Settlement of the Tender Offer
As set out in the Circular, it is
anticipated that the proceeds payable to Shareholders whose
tendered shares are held through CREST accounts will be made by 25
April 2024 and that cheques for the certificated Ordinary Shares
purchased under the Tender Offer will be despatched by 25 April
2024. Balance certificates will be despatched in respect of
certificated Shares that were not accepted pursuant to the Tender
Offer by 25 April 2024.
Total Voting Rights
Following the completion of the
Tender Offer, the Company will have 213,180,950 Ordinary Shares in
issue including 13,762,222 Ordinary Shares held in treasury.
Therefore, the total number of voting rights in the Company will be
199,418,728 and this figure may be used by Shareholders 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
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Share Buyback Programme
As set out in the Circular, the
Company will pursue an ongoing on-market share buyback programme of
up to a total value of £3.0 million to provide a continuing
value-accretive return of capital to Shareholders. The Share
Buyback Programme commences today and will end on the earlier of
the date the aggregate consideration paid for Ordinary Shares under
the share buyback programme reaches £3.0 million and the date of
the Company's next annual general meeting in 2024. The Share
Buyback Programme is independent of the Tender Offer and will be
undertaken using the AGM Buyback Authority.
Pursuant to the AGM Buyback
Authority, the minimum price that may be paid for on-market share
buybacks shall be 10 pence per Ordinary Share and the highest shall
be the higher of (i) an amount equal to 105 per cent. of the
average of the market value for an Ordinary Share as derived from
the London Stock Exchange Daily Official List for the five Trading
Days immediately preceding the day on which that Ordinary Share is
purchased; and (ii) an amount equal to the higher of the price of
the last independent trade of an Ordinary Share and the highest
current independent bid for an Ordinary Share on the London Stock
Exchange at the time the purchase is carried out.
Any Ordinary Shares purchased
pursuant to the Share Buyback Programme will be cancelled. Any
buyback of Ordinary Shares pursuant to the Share Buyback Programme
will be effected in accordance with Chapter 12 of the Listing
Rules, the EU Market Abuse Regulation 596/2014 and the Commission
Delegated Regulation (EU) 2016/1052 (which are part of UK law by
virtue of the European Union (Withdrawal) Act 2018).
Shareholders should also note that
the AGM Buyback Authority was taken on the basis of 10 per cent. of
the Issued Ordinary Share Capital before the Tender Offer.
Following completion of the Tender Offer, the Issued Ordinary Share
Capital will be reduced and there will be a corresponding reduction
of the number of Ordinary Shares representing 10 per cent. of the
Issued Ordinary Share Capital. In view of this, the Board intends
to restrict its use of the AGM Buyback Authority to market
purchases up to 21,318,095 Ordinary Shares representing a maximum
of 10 per cent. of the Issued Ordinary Share Capital as it is
immediately after completion of the Tender Offer. The Board would
then expect to seek a new authority from Shareholders to make
market purchases of Ordinary Shares at the AGM held later in
2024.
The Company has instructed Cavendish
to conduct the Share Buyback Programme on its behalf on a
broker-managed basis, with trading decisions taken independently of
the Company. Due to the limited liquidity in the Ordinary Shares, a
buyback of Ordinary Shares pursuant to the AGM Buyback Authority on
any given trading day may represent a significant proportion of the
daily trading volume in the Ordinary Shares on the London Stock
Exchange and could exceed 25 per cent. of the average daily trading
volume. Accordingly, the Company will not benefit from the
exemption contained in Article 5(1) of Regulation (EU) No. 596/2014
as adopted into UK law by the European Union (Withdrawal) Act
2018.
Defined terms used in this
announcement have the meanings given in the Circular unless the
context otherwise requires.
For further information, please
contact:
Nanoco Group plc:
Brian Tenner, CEO
Liam Gray, CFO & Company
Secretary
|
+44 (0)1928 761 404
|
Cavendish Capital Markets Limited
(Sponsor, Financial Adviser & Joint Corporate
Broker):
Ed Frisby / George Lawson (Corporate
Finance)
Tim Redfern / Charlie Combe
(Corporate Broking)
Jasper Berry (Sales)
|
+44 (0) 20 7220 0500
|
Turner Pope Investments (Joint
Corporate
Broker):
Andrew Thacker
James Pope
|
+44 (0) 20 3657 0050
|
Powerscourt (Public
Relations):
Elly Williamson
Ollie Simmonds
Nanoco@powerscourt-group.com
|
+44 (0)7970
246 725
|
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 the scaling of the
production 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
spectrum, 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
IMPORTANT
INFORMATION
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.
A copy of this announcement will be
available on the Company's website at www.nanocotechnologies.com
. Neither the content of the Company's website,
nor the content on any website accessible from hyperlinks on its
website for any other website, is incorporated into, or forms part
of, this announcement nor, unless previously published by means of
a recognised information service, should any such content be relied
upon in reaching a decision as to whether or not to acquire,
continue to hold, or dispose of, securities in the
Company.