Nanoco Group — Board states case for voting against resolutions

Nanoco Group (LSE: NANO)

Last close As at 03/12/2024

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−0.03 (−0.21%)

Market capitalisation

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Research: TMT

Nanoco Group — Board states case for voting against resolutions

Nanoco has issued a circular recommending that shareholders vote against both resolutions being proposed by Milkwood in its requisition for a general meeting (scheduled for 11:30am on 13 December 2024). We summarise the board’s key arguments below.

Written by

Dan Ridsdale

Head of Technology

TMT

Nanoco Group

Board states case for voting against resolutions

Issue of circular

Technology

19 November 2024

Price

10.8p

Market cap

£22m

Estimated net cash (£m) as at 31 July 2024

20.3

Shares in issue

194.6m

Free float

84%

Code

NANO/NNOCF

Primary exchange

LSE

Secondary exchange

OTC

Share price performance

Business description

Nanoco Group is a global leader in the development of cadmium-free quantum dots and other nanomaterials for high-volume use cases. Focus applications are sensors and display.

Analyst

Dan Ridsdale

+44 (0)20 3077 5700

Nanoco Group is a research client of Edison Investment Research Limited

Nanoco has issued a circular recommending that shareholders vote against both resolutions being proposed by Milkwood in its requisition for a general meeting (scheduled for 11:30am on 13 December 2024). We summarise the board’s key arguments below.

Year end

Revenue

(£m)

EBITDA*

(£m)

EPS*

(p)

Net cash

(£m)

EV/sales

(x)

P/E

(x)

07/22

2.5

(2.1)

(1.3)

2.8

1.7

N/A

07/23

5.6

(0.5)

(0.7)

3.6

0.7

N/A

07/24e**

7.9

0.5

(0.3)

20.0

0.5

N/A

07/25e***

N/A

N/A

N/A

N/A

N/A

N/A

Note: *EBITDA and EPS are normalised, excluding amortisation of acquired intangibles, exceptional items and share-based payments. **FY24 estimates reflect the company’s trading updates from 30 August 2024. ***FY25 estimates have been withdrawn.

Nanoco announced the receipt of the requisition notice from Milkwood Fund on behalf of 5.6% of the voting rights in the company on 28 October, proposing the appointments of Mr Rhys Summerton and Mr Andre Tonkin (a director and employee of Milkwood, respectively) to the Nanoco board. On 15 November, Nanoco issued an RNS stating that the board has not been provided with a rationale for the proposed board appointments and issued a circular detailing five key reasons why the board is advising investors to vote against Milkwood’s proposals. The board’s key arguments are listed below.

Milkwood is not acting in the best interests of all shareholders: Milkwood has a history of activist campaigns against undervalued, cash-rich entities and intends to convert Nanoco into an investment company, retaining surplus cash. The board finds no rationale for Milkwood’s nominees and considers the resolutions disruptive.

Re-underlining the commitment to return surplus cash to shareholders: Having already distributed £33m in 2024, the board plans further returns in FY25, demonstrating a clear commitment to delivering shareholder value promptly.

Commercial potential and strategic value: The circular reiterated the board’s confidence that Nanoco has commercial potential and inherent value. Actions include appointing CDX Advisors for a potential sale, reducing costs and planning cash returns.

Board expertise: The company has significantly strengthened its industry knowledge and experience with the appointments of CEO Dmitry Shashkov, the appointment and planned succession of Jalal Bagherli as chairman from January 2025 and the appointment of Dieter May. Interests are aligned, with over 50% of directors’ fees to be deferred and taken in the form of shares.

Disruption concerns: The board believes that appointing Milkwood’s nominees would hinder its ability to return surplus cash. Milkwood’s plan to convert Nanoco into an investment company would require retaining significant cash, contrary to shareholders’ interests in a technology-focused operating company.

The circular and letter from Nanoco chair Christopher Richards can be found here.

General disclaimer and copyright

This report has been commissioned by Nanoco Group and prepared and issued by Edison, in consideration of a fee payable by Nanoco Group. Edison Investment Research standard fees are £60,000 pa for the production and broad dissemination of a detailed note (Outlook) following by regular (typically quarterly) update notes. Fees are paid upfront in cash without recourse. Edison may seek additional fees for the provision of roadshows and related IR services for the client but does not get remunerated for any investment banking services. We never take payment in stock, options or warrants for any of our services.

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United Kingdom

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London │ New York │ Frankfurt

20 Red Lion Street

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London │ New York │ Frankfurt

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United Kingdom

General disclaimer and copyright

This report has been commissioned by Nanoco Group and prepared and issued by Edison, in consideration of a fee payable by Nanoco Group. Edison Investment Research standard fees are £60,000 pa for the production and broad dissemination of a detailed note (Outlook) following by regular (typically quarterly) update notes. Fees are paid upfront in cash without recourse. Edison may seek additional fees for the provision of roadshows and related IR services for the client but does not get remunerated for any investment banking services. We never take payment in stock, options or warrants for any of our services.

Accuracy of content: All information used in the publication of this report has been compiled from publicly available sources that are believed to be reliable, however we do not guarantee the accuracy or completeness of this report and have not sought for this information to be independently verified. Opinions contained in this report represent those of the research department of Edison at the time of publication. Forward-looking information or statements in this report contain information that is based on assumptions, forecasts of future results, estimates of amounts not yet determinable, and therefore involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of their subject matter to be materially different from current expectations.

Exclusion of Liability: To the fullest extent allowed by law, Edison shall not be liable for any direct, indirect or consequential losses, loss of profits, damages, costs or expenses incurred or suffered by you arising out or in connection with the access to, use of or reliance on any information contained on this note.

No personalised advice: The information that we provide should not be construed in any manner whatsoever as, personalised advice. Also, the information provided by us should not be construed by any subscriber or prospective subscriber as Edison’s solicitation to effect, or attempt to effect, any transaction in a security. The securities described in the report may not be eligible for sale in all jurisdictions or to certain categories of investors.

Investment in securities mentioned: Edison has a restrictive policy relating to personal dealing and conflicts of interest. Edison Group does not conduct any investment business and, accordingly, does not itself hold any positions in the securities mentioned in this report. However, the respective directors, officers, employees and contractors of Edison may have a position in any or related securities mentioned in this report, subject to Edison's policies on personal dealing and conflicts of interest.

Copyright: Copyright 2024 Edison Investment Research Limited (Edison).

Australia

Edison Investment Research Pty Ltd (Edison AU) is the Australian subsidiary of Edison. Edison AU is a Corporate Authorised Representative (1252501) of Crown Wealth Group Pty Ltd who holds an Australian Financial Services Licence (Number: 494274). This research is issued in Australia by Edison AU and any access to it, is intended only for "wholesale clients" within the meaning of the Corporations Act 2001 of Australia. Any advice given by Edison AU is general advice only and does not take into account your personal circumstances, needs or objectives. You should, before acting on this advice, consider the appropriateness of the advice, having regard to your objectives, financial situation and needs. If our advice relates to the acquisition, or possible acquisition, of a particular financial product you should read any relevant Product Disclosure Statement or like instrument.

New Zealand

The research in this document is intended for New Zealand resident professional financial advisers or brokers (for use in their roles as financial advisers or brokers) and habitual investors who are “wholesale clients” for the purpose of the Financial Advisers Act 2008 (FAA) (as described in sections 5(c) (1)(a), (b) and (c) of the FAA). This is not a solicitation or inducement to buy, sell, subscribe, or underwrite any securities mentioned or in the topic of this document. For the purpose of the FAA, the content of this report is of a general nature, is intended as a source of general information only and is not intended to constitute a recommendation or opinion in relation to acquiring or disposing (including refraining from acquiring or disposing) of securities. The distribution of this document is not a “personalised service” and, to the extent that it contains any financial advice, is intended only as a “class service” provided by Edison within the meaning of the FAA (i.e. without taking into account the particular financial situation or goals of any person). As such, it should not be relied upon in making an investment decision.

United Kingdom

This document is prepared and provided by Edison for information purposes only and should not be construed as an offer or solicitation for investment in any securities mentioned or in the topic of this document. A marketing communication under FCA Rules, this document has not been prepared in accordance with the legal requirements designed to promote the independence of investment research and is not subject to any prohibition on dealing ahead of the dissemination of investment research.

This Communication is being distributed in the United Kingdom and is directed only at (i) persons having professional experience in matters relating to investments, i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO") (ii) high net-worth companies, unincorporated associations or other bodies within the meaning of Article 49 of the FPO and (iii) persons to whom it is otherwise lawful to distribute it. The investment or investment activity to which this document relates is available only to such persons. It is not intended that this document be distributed or passed on, directly or indirectly, to any other class of persons and in any event and under no circumstances should persons of any other description rely on or act upon the contents of this document.

This Communication is being supplied to you solely for your information and may not be reproduced by, further distributed to or published in whole or in part by, any other person.

United States

Edison relies upon the "publishers' exclusion" from the definition of investment adviser under Section 202(a)(11) of the Investment Advisers Act of 1940 and corresponding state securities laws. This report is a bona fide publication of general and regular circulation offering impersonal investment-related advice, not tailored to a specific investment portfolio or the needs of current and/or prospective subscribers. As such, Edison does not offer or provide personal advice and the research provided is for informational purposes only. No mention of a particular security in this report constitutes a recommendation to buy, sell or hold that or any security, or that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person.

London │ New York │ Frankfurt

20 Red Lion Street

London, WC1R 4PS

United Kingdom

London │ New York │ Frankfurt

20 Red Lion Street

London, WC1R 4PS

United Kingdom

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