Nanoco board kicks back against shareholder coup attempt

Tech company Nanoco is kicking back against a disgruntled investor’s moves to oust its board.

The Runcorn-based firm is posting a circular to shareholders setting out details of its response to the criticism and why the board believes shareholders should vote against all resolutions at a specially requisitioned general meeting on August 14.

In March this year a shareholder group, led by Tariq Hamoodi, called on senior management to step down, claiming the University of Manchester spin-out company gave misleading information relating to settlement prospects in its intellectual property litigation with Samsung, which eventually saw Nanoco receive a $150m payout from the South Korean electronics giant. Up to £40m of the payout is being returned to shareholders, with the remainder retained for future investment.

Late last month the board received a requisition letter for a general meeting, which proposed the removal of all of the group’s current directors, including its chairman, chief executive, chief finance officer and chief technology officer – the co-founder of Nanoco and inventor of Nanoco’s key quantum dot scale-up technology – and their replacement by new directors proposed by the requisitionists.

Nanoco’s board has reiterated today that the proposals are not in the best interests of shareholders.

It explains to its investors:

• Nanoco is at an exciting inflection point, with the litigation proceeds fully underpinning its transition from an R&D first mover to a leading producer of next-generation QD materials in the short term
• The board changes proposed by the requisitionists would, in effect, represent a total change of control of Nanoco with no takeover premium being paid
• The board changes proposed by the requisitionists would result in the new board gaining complete control of YOUR CASH – the net Samsung litigation proceeds of $90m – having spent only a fraction of that to acquire control of the business
• The requisitionists’ proposals would be damaging and disruptive to Nanoco’s future prospects and, if successful, will result in an exodus of key talent from the business including Dr Nigel Pickett, the group’s co-founder and chief technology officer
• Mr Hamoodi’s unfounded allegations create a false narrative that misleads Nanoco shareholders

Nanoco’s board revealed that it has received messages of support from shareholders, including Christopher Mills, founder, director, chief executive and chief investment officer of Harwood Capital, a circa three per cent shareholder, who said:

“I fully support the board of Nanoco as they have a clear strategy to build value for all shareholders. I believe it would be highly irresponsible to support the resolutions in the requisitioned meeting in so far as the proposed new directors are not of the experience or calibre I would expect to see on the board of a UK public company in which I am invested.”

Randolph Baron, lead portfolio manager, international of Pinnacle Associates, a circa one per cent shareholder, said:

“We have been Nanoco shareholders for over half a decade. While the successful Samsung settlement has consumed much investor attention of late, especially since the company could return to shareholders over 60% of its current share price within seven months, as long term investors we are more focused on Nanoco’s underlying business. Its current prospects give us more enthusiasm than we have had at any point in the last three years.

“We are neither for nor against any individual management: We are for shareholders. Towards that end, we lament the current distraction and bemoan that shareholder cash will be used to defend against Mr Hamoodi’s efforts. We believe bringing in a new management team (including replacing the founder who is also a named patent holder on much of the company’s technology) could potentially derail the operational progress that has been building momentum even during the recent Samsung lawsuit. We plan to vote against the resolutions.”

The company will host a presentation for shareholders via Investor Meet Company during which the board will set out the reasons why they recommend that shareholders vote against all the resolutions. Shareholders will also have the opportunity to submit questions in advance to nanocoGM@mhpgroup.com.

Christopher Richards, non-executive chairman of Nanoco, said: “The resolutions proposed by the requisitionists are not in the best interest of shareholders and would give undue influence and control to one small, disgruntled group of shareholders, who only own 5.02% of the company. Indeed, the proposed board changes will result in the new board gaining complete control of shareholder’s cash – the net Samsung litigation proceeds of $90m – having spent only a fraction of that to acquire control.

“The requisitionists’ proposals would also be damaging and disruptive to Nanoco’s future prospects and, if successful, would result in an exodus of key talent from the business, including Dr Pickett who is a named inventor on the majority of the group’s retained patents. In stark contrast, the proposed nominees lack the requisite experience, having no track record of serving on the board of any UK listed companies, and are not the right choice to lead Nanoco at this crucial point in its development.”

Brian Tenner, Nanoco chief executive, said: “The group is closer to commercial production than at any time in its 20-year history, strengthened by its newly validated IP and proceeds from the successful conclusion of the Samsung litigation, providing a firm financial footing to unlock Nanoco’s potential and return significant cash to shareholders.

“The requisitionists’ proposals would destroy the significant potential value within Nanoco’s organic business and risk turning Nanoco into a highly speculative litigation shell company, whilst also risking the majority of future value being lost to third parties.”