TIDMNANO
RNS Number : 9213E
Nanoco Group PLC
04 March 2020
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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE 4 March 2020
Nanoco Group PLC
("Nanoco, the "Group", or the "Company")
Update on Formal Sale Process
On 20 December 2019, Nanoco announced that it had engaged with
multiple interested parties as part of a formal sale process, as
referred to in Note 2 on Rule 6 of the City Code on Takeovers and
Mergers (the "Code"), and that certain of those parties were being
invited to enter into further due diligence and detailed
discussions about the sale of the Company.
Nanoco confirms that it has not to date received any firm
proposals that, in light of the current market environment, it
believes would lead to an offer for the Company from such parties
and discussions with certain of them have now been terminated. The
Company is continuing to engage with a number of parties to
establish whether they are prepared to make such a proposal.
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.
As announced in February, Nanoco is pursuing a patent
infringement lawsuit against Samsung. In addition, the Board
continues to review all the strategic options available to the
Company as part of the Group's strategic review, including possible
sources of additional funding for the Company which include some
short term commercial opportunities, with contingency plans in
place if needed.
As previously communicated, the Panel on Takeovers and Mergers
(the "Takeover Panel") 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.
The Board of Nanoco reserves the right to alter or terminate the
formal sale 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
Pete 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 announcement 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.
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
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