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| Date | 8 Jun 2022 |
| Time | 12:00:01 |
| Category | Capital structure |
| ID | 1726O |
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN NANOCO GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF NANOCO GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").
8 June 2022
FOR IMMEDIATE RELEASE
Nanoco Group plc
("Nanoco", the "Company" or the "Group")
Results of Fundraise - significantly over-subscribed
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, today announces the results of the fund raising (the "Fundraise") that took place between 6 and 7 June 2022. The Fundraise was made up of a Placing, Subscription and a Broker Option.
On 6 June 2022, the Company announced that it had raised £2.25m from a Placing and a Subscription for new shares at a price of 37 pence per share. A Broker Option opened at that time on the same terms and this closed at 5:00pm on 7 June 2022. The Company had indicated that the maximum number of shares to be issued would be 5% of the issued share capital immediately prior to the Fundraise (approximately £5.65m in total with a maximum of £3.40m from the Broker Option).
The Broker Option was very significantly over-subscribed. The Company has taken efforts to protect the participation requests from smaller retail investors and many of these will either not be scaled back or only modestly so. The balance of other participation requests have been scaled back after consultation with the Company's Joint Broker, Turner Pope Investments.
The total amount raised in the Fundraise, after scaling back over-subscriptions, amounts to £5.65m before costs of approximately £0.25m. FY22 year end cash is therefore expected to be between £7.0m and £7.5m. The additional funding from the Broker Option extends the Company's cash runway into CY25, well beyond the point that the Company expects the organic business to be profitable and cash generative. The significant value inflection point in the Samsung IP litigation trial, now due in September 2022, was already covered by the Placing and Subscription. The cash runway now extends even further and beyond the expected outcome of Samsung's appeals against the decisions in Nanoco's favour by the Patent Trial and Appeal Board on the validity of all 47 of Nanoco's claims in the litigation.
Brian Tenner, Chief Executive Officer of Nanoco Group said:
"We are delighted with the level of support from our existing shareholders and new investors. By consistently delivering on anticipated milestones, we continue steady progress towards our goal of creating a fully-fledged, self-financing organic business. We continue our work in parallel to realise fair value for the Company and its shareholders from the patent litigation against Samsung.
"The Fundraise gives us a very solid platform to achieve both of these goals. While we will maintain our discipline in focusing on near term value creation opportunities and cost management, the Fundraise, combined with the new major work package with our European Customer, provides a much more stable environment for managing the business and retaining our team of highly skilled personnel.
"The strength of demand in the Fundraise is also a very clear message of support for the Company in its IP litigation. As announced on 7 June 2022, Samsung's attempt to delay the trial for a second time has failed and we welcome the new trial date now set for September 2022, at the earlier end of our expectations. A robust balance sheet in the run up to the trial in Texas significantly strengthens our position opposite Samsung and any efforts to draw out the process through judicial appeals.
"The over-subscribed Fundraise has been a fitting close to a very successful H1 CY22. The next six months should bring two further opportunities for significant steps forward in the organic business and the IP litigation. The Nanoco team are absolutely focused on delivering against both of those and creating value for all of our stakeholders."
More details of the fund raise
The total number of new shares to be issued is 15,284,340 new Ordinary Shares at 37.0 pence per Ordinary Share. Applications have been made to the FCA for the 15,284,340 new Ordinary Shares issued pursuant to the Fundraise to be admitted to the premium segment of the Official List and to the London Stock Exchange for the new Ordinary Shares to be admitted to trading on its main market for listed securities. Admission is expected to become effective, and dealings in the new Ordinary Shares are expected to commence, at 8.00 a.m. on 13 June 2022. Following Admission, the new Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares.
On Admission, the Company's issued share capital will comprise 322,445,744 Ordinary Shares, of which 12,222 were previously held in treasury and remain so. Each Ordinary Share carries the right to one vote and, therefore, the total number of voting rights in the Company on Admission will be 321,433,522. This figure may be used by Shareholders and other investors 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.
== End ==
All references to time in this document are to London time, unless otherwise stated.
For further information, please contact:
Nanoco Group PLC:
Brian Tenner, CEO +44 (0) 161 603 7900
Liam Gray, CFO +44 (0) 161 603 7900
Turner Pope Investments (Joint Corporate Broker):
Andrew Thacker +44 (0) 20 3657 0050
James Pope
Peel Hunt LLP (Joint Corporate Broker):
Edward Knight +44 (0) 20 7418 8900
James Smith
MHP Communications: +44 (0) 203 128 8570
Reg Hoare
Pete Lambie
Charlie Protheroe
The person responsible for arranging for the release of this announcement on behalf of Nanoco is Liam Gray, Chief Financial Officer.
MAR
The information contained within this announcement is considered by the Company to contain inside information for the purposes of UK MAR. 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) 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.
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 their absorption spectrum. 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 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® 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 Manchester, 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.