TIDMNANO
RNS Number : 2318S
Nanoco Group PLC
05 November 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND
THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE
TERMS ON WHICH ANY OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
5 November 2019
FOR IMMEDIATE RELEASE
Nanoco Group PLC
Formal Sale Process as Part of Strategic Review
In its preliminary results announcement on 16 October 2019, the
Board of Nanoco Group PLC ("Nanoco" or the "Company") (LSE: NANO)
reiterated its focus on maximising value for shareholders. In this
context, the Company confirms that it has entered into preliminary
discussions with certain parties about a potential sale of the
Company. Accordingly, the Company today announces that it is
undertaking a review of all the strategic options for the Company,
including, but not limited to, a potential sale of the Company
through the commencement of a "formal sale process", as referred to
in Note 2 on Rule 2.6 of the Code.
Nanoco remains in active discussions with existing and other
potential new customers for our materials and services with a
particular focus on the display and infra-red sensing markets. In
addition to these potentially lucrative commercial opportunities
for continued funding of the Company's operations, the Board is
also reviewing other sources of funding. The Company's current
resources give reasonable headroom for the sale process and
commercial opportunities to come to successful conclusions, with
contingency plans in place if needed.
The Board has appointed Evercore as its financial adviser to
assist with the formal sale process and as independent financial
adviser for the purposes of Rule 3 of the Code.
The Panel on Takeovers and Mergers (the "Takeover Panel") has
agreed that any discussions with third parties may be conducted
within the context of a formal sale process. Accordingly, it has
granted a dispensation from the requirements of Rules 2.4(a),
2.4(b) and 2.6(a) of the Code such that any interested party
participating in the formal sale process will not be required to be
publicly identified under Rules 2.4(a) or 2.4(b) as a result of
this announcement and any interested party participating in the
formal sale process will not be subject to the 28-day deadline
referred to in Rule 2.6(a) of the Code for so long as it is
participating in the formal sale process. Following this
announcement, the Company is now considered to be in an "offer
period" as defined in the Code, and the dealing disclosure
requirements set out below will apply.
Parties with a potential interest in making a proposal should
contact Evercore, whose details are set out below.
It is currently expected that any party interested in
participating in the formal sale process will, at the appropriate
time, enter into a non-disclosure agreement with Nanoco on terms
satisfactory to the Board of Nanoco. The Company then intends to
provide such interested parties with certain information on the
business, following which interested parties will be invited to
submit indicative proposals to Evercore. The Company currently
expects such proposals to be submitted in mid-December.
Further announcements regarding timings of subsequent steps for
the formal sale process will be made as appropriate.
There can be no certainty that an offer will be made, nor as to
the terms on which any offer will be made.
The Board of Nanoco reserves the right to alter or terminate the
process at any time and if it does so it will make an announcement
as appropriate. The Board of Nanoco also reserves the right to
reject any approach or terminate discussions with any interested
party at any time (without liability to any person).
Enquiries:
Nanoco Group PLC
Michael Edelman, Chief Executive
Officer
Brian Tenner, Chief Financial Officer
Caroline Watson, Investor Relations
Manager +44 (0)161 603 7900
Evercore (Financial Adviser to
Nanoco)
Tom Stokes
Edward Banks +1 (0)212 857 3100
Wladimir Wallaert +44 (0)20 7653 6000
Peel Hunt (Corporate Broker to +44 (0)20 7418 8900
Nanoco)
Edward Knight
Nick Prowting
+44 (0)20 3128 8100
MHP Communications nanoco@mhpc.com
Reg Hoare
Giles Robinson
Peter Lambie
In accordance with Rule 26.1 of the City Code on Takeovers and
Mergers, a copy of this announcement will, subject to certain
restrictions relating to persons resident in restricted
jurisdictions, be available at
www.nanocotechnologies.com/investor-relations/. The person
responsible for arranging for the release of this announcement on
behalf of Nanoco is Brian Tenner, Chief Financial Officer. For the
avoidance of doubt, the content of the website referred to above is
not incorporated into and does not form part of this
announcement.
This is an announcement under Rule 2.4 of the Code and is not an
announcement of a firm intention to make an offer under Rule 2.7 of
the Code and there can be no certainty that an offer will be made,
nor as to the terms on which any offer might be made. Any offer (if
made) will be made solely by certain offer documentation, which
will contain the full terms and conditions of any offer (if made),
including details of how such offer may be accepted. This
announcement has been prepared in accordance with English law and
the Code, and information disclosed may not be the same as that
which would have been prepared in accordance with laws outside of
the United Kingdom. The release, distribution or publication of
this announcement in jurisdictions outside of the United Kingdom
may be restricted by laws of the relevant jurisdictions, and
therefore persons into whose possession this announcement comes
should inform themselves about, and observe, any such restrictions.
Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.
MAR
The information contained within this announcement is considered
by the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014. Upon the publication
of this announcement via a Regulatory Information Service, this
inside information will be considered to be in the public
domain.
FORWARD LOOKING STATEMENTS
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
formal sale process, 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.
ABOUT NANOCO
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. 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 and Electronics markets. One of the interesting properties
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.
ABOUT EVERCORE
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
UK, is acting exclusively as financial adviser to Nanoco and no one
else in connection with the matters described in this announcement
and will not be responsible to anyone other than Nanoco for
providing the protections afforded to clients of Evercore nor for
providing advice in connection with the matters referred to herein.
Neither Evercore nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Evercore in connection with this announcement, any statement
contained herein, any offer or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Evercore by the Financial Services and Markets Act 2000, or the
regulatory regime established thereunder, or under the regulatory
regime of any jurisdiction where exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable,
neither Evercore nor any of its affiliates accepts any
responsibility or liability whatsoever for the contents of this
announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the
contents of this announcement, including its accuracy, completeness
or verification of any other statement made or purported to be made
by it, or on its behalf, in connection with Nanoco or the matters
described in this document. To the fullest extent permitted by
applicable law, Evercore and its affiliates accordingly disclaim
all and any responsibility or liability whether arising in tort,
contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement or any statement
contained herein.
ABOUT PEEL HUNT
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
by the Financial Conduct Authority in the UK, is acting exclusively
as corporate broker to Nanoco and no one else in connection with
the matters described in this announcement and will not be
responsible to anyone other than Nanoco for providing the
protections afforded to clients of Peel Hunt nor for providing
advice in connection with the matters referred to herein. Neither
Peel Hunt nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Peel
Hunt in connection with this announcement, any statement contained
herein, any offer or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Peel Hunt by the
Financial Services and Markets Act 2000, or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Peel Hunt nor any of its affiliates accepts any responsibility or
liability whatsoever for the contents of this announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
announcement, including its accuracy, completeness or verification
of any other statement made or purported to be made by it, or on
its behalf, in connection with Nanoco or the matters described in
this document. To the fullest extent permitted by applicable law,
Peel Hunt and its affiliates accordingly disclaim all and any
responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise
have in respect of this announcement or any statement contained
herein.
RULE 2.9 INFORMATION
In accordance with Rule 2.9 of the Code, the Company confirms
that, as at close of business on 4 November 2019, its issued share
capital (excluding 12,222 ordinary shares held in treasury)
consisted of 286,207,024 ordinary shares of 10 pence each, with
ISIN Number GB00B01JLR99, which carry voting rights of one vote per
share.
DISCLOSURE REQUIREMENTS OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE")
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
not later than 3.30 pm (London time) on the 10(th) business day
following the commencement of the offer period and, if appropriate,
by not later than 3.30 pm (London time) on the 10(th) business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by not later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
DISFSMEFLFUSEFF
(END) Dow Jones Newswires
November 05, 2019 02:00 ET (07:00 GMT)
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