Member Info for Kooba

Not sure your curiosity is anyone else fault.

I find your absolute unquestioning defence of anything this company and management does odd and at times rather annoying ..but apart from trying to evidence alternative views i tolerate it !!

There are frequent examples of ignorance , lies and abuse on these boards and others ..most of the time this is one of the better and informed boards i find.

Got my options voted on now..went early as i doubt i will view things another way in a few weeks time.

You have the option to ignore ..so either stop moaning because you don’t like what someone posts or pop them on ignore. Not difficult choices if you are getting that upset.

Yes NGR it is a liquidity event for the large holders ..correct.

It’s still his choice whether he thinks this is an attractive level to sell 38.5% of his holding though ..

Nanoco report and account renumeration policy

In service requirement

Shareholding of at least 200% of base salary.

50% of vested shares under the DBP or LTIP (post tax) are to be retained until the shareholding requirement has been met.

So last year BT basic was £300k so he should hold 3m shares to meet the firm commitment to hold 200% of salary in office..he has had a few years to get to the prescribed level.

He holds 1.24m shares so well short.

Therefore he cannot sell i would imagine as it would be against stated renumeration policy.

I doubt the executives are allowed to sell as there is a “firm commitment” in renumeration report that executives hold 200% of basic salary in shares i believe..so since they are well short of that they can hardly sell any. Begs the question why buy when they did and not wait until after the distribution where they would have got a great interest in the business for their buck.

The fact that Pickett is participating also confirms that post the results they do not anticipate any developments that might be price sensitive. Its an odd one as he is committing to sell in the document during a close period..can’t be bothered to be honest.

You should read the documents.

https://wp-nanoco-2020.s3.eu-west-2.amazonaws.com/media/2024/03/Circular-final.pdf

Page 13.

I think one has to see that Pickett a guy who founded the business over 20 years ago is happy to sell 38.5% of his shares at 24p means there is not a stitch up in that anyone thinks there is some cracking news just on the horizon ..otherwise why would he sell at a modest premium.

That is not to say that LoAM do not over subscribe and then try to buy in any adjustment after they go ex..again one must suppose they support the tender and will likely participate..I’m sure they can also do the theoretical calculations of post entitlement .

Maybe TH asked for a dividend ..and they thought F that !!

Maybe though he just wasn’t asked even though he owns more shares than Pickett…who knows but as a shareholder under their qualification to be allowed a view he should have been.

I think your take is correct..if a larger holder does not fully participate or over participates ( you can tender for more or less than 38.5%) then it should result in notifications. Anyone who sells 38.5% and the shares in issue decline by the same ..ends up with an unchanged % interest.

My assumption is as soon as the tender completes and you are aware of the amount you are going to sell then thats firm you could make disclosures as you are committed to sell ..however such notifications might wait until you actually get the money which is some time later on 25th April. So we might not know what someone like LOAM has done in the intervening period. If they tendered their whole holding it could go some way to filling the tender ..maybe that is what they are hoping to do…or maybe they don’t participate at all and end up with a larger % holding in the remaining company. Would think the former rather than the latter as it appears this is a structure they wanted.

Ngr

“I’m suggesting the valuation of the business could have been affected by the overhang and the year long awaited corporate action. Investors don’t like uncertainty.”

Please can you tell the management this

No not at all.

The company was valued on the basis of the cash in it for the past six months.

So when the buyback equity they are using up that cash so while the outstanding shares go down the basis of recent valuation ..ie cash goes down too.

So the business was valued at £60m when there was 324m shares in issue ..equals 18.5p cash ps..

They are using £30m in the initial tender part which will leave 200m shares outstanding and £26m cash they say so thats 13p cash ps.

So at 20p a recent average their was about £5m EV ..If you divided that by the lower shares in issue it would equate to 2.5p. So on a like for like basis they would be lower.

There are also signs that some are arbitraging the process ,,buying shares now to tender and get 24p for 38.5% i imagine this short term interest will hope to sell the balance down below 20p to secure a return.

Ngr

That assumes only sellers

And your assumption is that the only thing ii’s will want to do having seemingly pushed for a tender at a premium to create some liquidity is put it straight back into the company up to the “premium “ level they have just exited at…that is some stretch in credibility.

As i said we will know after the deadline how the shares behave and yes there could be reinvestment of some money taken out but more likely at a discount to current levels than a premium in my view.

Pre announcement the EV (valuation of business net of cash) was tiny ,low single digit premium to cash at best and went negative at some points over the past year , if the stock traded at 24p post distribution that would show an enterprise value of £22m almost double the cash left in the business.

This would be a massive jump in the valuation of the organic business when there appears to have been little progress in the commercialisation strategy and even though there would be less shares in issue there appears no basis to forecast such a rerating post distribution.

And if they sell in the tender at 24p and then sell more in the market at 20 before pis can to get a good average exit over the new cash position what do you think will happen. I guess we will see .

The whole thing might have been delayed to be after the results as for 30 days before the company employees and specifically the PDMR s could not have taken part in the tender and they would have been closed period…the process taking place after the results allows their participation, and Pickett wants to take advantage of the opportunity to sell down his holding.

Ngr

“..find ourselves locked out and only able to trade when the SP rises above 24p”

Please explain why you think the stock will jump up after the shares go ex the entitlement to participate it will reduce the cash backing per share significantly and that has been the main prop to the price. You seem to think the organic business in itself will get a huge rerating on the back of a distribution ..that makes no sense.

Flying high

“Lets hope those institutional investors take up the tender offer then. I hope it’s maxed out and then volume production is announced.”

You suspect this all is set up to disadvantage the large investors just before the good news gets out? It’s strikes me they will be far better informed than most after the “consultation” and might well have considered progress and any rerating when being keen on the premium tender.

Maybe I am too cynical ?

Case Information

Case Number

LM-2023-000203

Court/List

London Circuit Commercial Court

Part 7 Claim - General commercial contracts and arrangements

Inferred Case Status

Active

Last case activity: 13 Mar 2024

Parties & Representatives

Timeline 7

Claimant

1. Hamoodi, Tariq Seladore Legal Limited

Defendant

1. Lombard Odier Asset Management (Europe) Limited

Did some checking on when this case comes to court and told by Commercial Court it is going to be held in person on 19th March subject to confirmation next week. Will try and get details of where and whether you can remotely attend..should know more on Monday.

Might be of interest to some.

Was looking back at financial forecast around the time of the FY23 RESULTS.

The FD explains the £5.6m of revenue for that year was £2.5m r&d contribution and £3.1m licensing of which £3.0 m from Samsung as they set out recognition of profits over the life of the patents at £6m a year as stated. The extra scrap relates to a now terminated licence.

He then goes on to say he expects r&d contribution to be the same in 2024 therefore reiterating £2.5m that has been backed up reenforcing these forecasts by the extended agreements with the 2 partners .

So after the results forecast revs for 2024 £8.6m with edison (company approved)

In mid November we get the first commercial order ..with no terms but a low volume case. Now this at one point was looking at low single digit £m revenue..but last heard likely to be in the hundreds of thousands disappointingly.

So where does edison move their forecast revenues after the order ..nowhere still £8.6m and the ebitda and PBT same ..no change in any forecast resulting from this order.

Now the thing is folks might say that oh they don’t want to disclose the amount..however Edison work is viewed as marketing material and should be fact checked by the company.

So either the “research” is knowingly underestimating revenues and not factoring in a known contract or the company has achieved apparently no additional revenue or margin from the 1st commercial order.

Wonder what is correct…the order was fulfilled and invoiced in the first half so wonder if the interims will shed some light?

So where are we now..in a position where there is good upside if they start to deliver meaningful commercial revenues as they promise ..but unlikely much is going to be taken just on words and not deeds.

Ngr

I did not invest for the Samsung play. Am I correct in assuming you did?

Well first investing in 2022 it certainly played a part in what i was investing in alongside the technology. I did my research and listened and read the company releases and thought i was an interesting play..think i paid 19p..its posted at the time somewhere. I then followed it very closely ..every twist and turn and did top slice a few times on sentiment swings. But why would you not invest in the counter if you listened to the company narrative..it was going to transform shareholder value for goodness sake !! Where i went wrong was i placed a value of 10p minimum on the organic business and patents..so whilst the litigation was disappointing the valuation of the organic business was also disappointing. I believe the disappointment of the settlement led to the post settlement valuation being so low…trust and confidence were lost by many investors and the market generally….and that is a slow process to restore and the capital distribution has not helped.