Member Info for Kooba

He’s not really involved in the non executive appointments it’s the NED’s who lead on that so nice you give BT credit but not his to be given.

Sometimes people try really hard but it does not mean they get the best results or handle things well. I suppose the sell out gave new investors an opportunity to get in at these levels as the organic business is valued at bugger all..if it goes well from here he’s done you a solid by losing the LTH faith and giving you the opportunity to buy at cash as people like LOAM and RG dumped 25% of the shares in issue into retail hands on the run up to the settlement. They probably like him too.

Maxi…the company said that the patents were sold for $90m ..you are saying I should not believe that and it is a ruse to avoid tax because the patents were held in a patent box and the company could avoid paying tax on declaring that most of the settlement related to patent disposals and not licences.Would that not be tax avoidance and very misleading to their shareholders as to the potential values of the remaining 300+ even more important patents?

They say non core but they had already trimmed down the patent portfolio to leave the ones important to near term revenue generation and one sold was part of the patent challenge that was upheld ..so hardly all non core.Also how long did it take to negotiate which patents Samsung wanted , i would have thought months.

Once again its just a believe Brian ,well its not really good enough for me I’m afraid.

He rolled over and Samsung named the terms. If we have lost important patents to Samsung would be the final insult.

I also think newcomers need to understand that the settlement was 2 parts . One was a licence for all past and future use of the key patents that had been infringed , that were being used to produce 30m and growing QLED TV’s …the second part was selling over 100 of a slimmed down patent portfolio , about 1/4 of Nanoco’s patents for $90m. Any forecasts from the company of multiples in settling the litigation does not take into account the patent sales that was never mentioned until announced.

So we were miles off the multiples of market cap the company put forward and miles off the company approved guidance in the research in the market.

We got $60m to settle the court case which per tv is absolute peanuts compared to any benchmark ever discussed.

Every rns and official communication from every listed company will have standard disclaimers ..having to point to them to excuse misleading statements is not really what they are there for.

If the suggestion is ignore everything a company says if there is a disclaimer then might as well close down making any statements to shareholders if they are a waste of time. If anyone has read every rns and listened to every presentation from the company over the past few years then there was where expectation comes from..buoyed by marketing material and house broker research. Trying to cover the disappointing settlement by pointing to disclaimers is the type of thing this management would do…when what they should do is for once admit that the settlement was below what they hoped but that was the best they managed…might actually clear the air.

Exactly which is why we need more detail on the commercialisation to be able to decide ourselves on its value and whether it is reflected in the share price.currently we really just have some positive words and vague cashflow targets ( nb having £20m in the bank is a cash flow positive with interest income..maybe if they can hang on to the other £40m for a while will help them achieve their targets!) BT is also the one who saw no need to suspend the stock on the 6th Jan 2023 settlement announcement as he said he didnt think it would move the price…so maybe not the best judge on price sensitivity?

Troublesome

“Thought you might have been referring to some "dirt" they may have been hiding.”

No that’s staying hidden…for now !

However, would like to know what you mean regards :

' cleansing some of this confidentiality '.

Just meaning they find a means of being able to give more information by either relaxing confidentiality agreements or agreeing that specific information vital for shareholders is allowed to be shared. At the moment it really is mostly on the word of a board that itself is struggling to rebuild any confidence.

Shareholders need to be able to analyse the prospects of the company ..not knowing the size of the order, the revenue generated where it is going and for what use and whether there are likely to be repeat orders are also somewhat important nuggets of information aside from what gross margin ( hardly going to be a profit for now) the company is likely to make on its first order let alone further scale ones. They complain about an irrational share price let there is little apart from the pontificating on this board to be able to hang your hat on apart from the boards confidence and some sector bumf…something that has not been at all reliable in the past. They need to cleanse some of this confidentiality and keep shareholders informed of facts or work out how they can privatise the business at a rational price.

Would be headed by the nomination committee but there will be a process normally overseen by a headhunting firm..just looked and its al in the nomination committee report chaired by ..Dr Richards!

“Following the successful conclusion of the Samsung litigation, the Company's financial position has improved significantly. In addition, the Company has made good progress towards achieving its goal of commercial production. As a result of both positive steps, the decision was taken during the year to begin the search for a new Non-Executive Director with deep experience in consumer electronics supply chains with a focus on commercialisation skills. We have engaged a specialist worldwide search company to this end, and hope to make an appointment by the end of calendar year 2023.”

As is his position as Chair!

“The Chairman will have been with the Company for nine years in November

2024. In line with good corporate governance, the Nominations Committee will begin its search for a new Chairman early in calendar year 2024 to ensure appropriate time for an effective search and a smooth transition.”

Lots of useful stuff in the report and accounts

“The Board's view on corporate governance

The UK Corporate Governance Code embodies core principles of accountability, transparency, probity and a focus on long-term success. The Board firmly believes that a company governed in accordance with these principles is more likely to be successful and that this is all the more important in times of significant uncertainty.”

Nanoco 2023 report and accounts

Sort of difficult not to comply..eventually.

The split 3/3 execs non exes with only one really independent one was not really complying. Hence new Neds rebalancing the board , the first independent Neds for quite a few years.

It appears from outside the relationship between BT and Richards is too cosy to me ..fresh accountability is welcome.

Richard’s was appointed to the board Nov 2015.

Well you can go with The Corporate Governance Code as well they overlap on this issue Jan 2024 refresh..guidance but very odd for listed company’s to not comply.

“Levels of remuneration for the chair and all non-executive directors should reflect the time commitment and responsibilities of the role. Remuneration for all non-executive directors should not include share options or other performance-related elements.”

Also contains this

“The chair should not remain in post beyond nine years from the date of their first appointment to the board.”

https://media.frc.org.uk/documents/UK_Corporate_Governance_Code_2024_FF6VFzi.pdf

Well at least they are considered independent and will be new to the board , who were criticised for lack of independence last year. I think we will see one of the new guys step up to be independent chair before too long. Richards has been on the board since 2015 and directors cease to be considered independent after 9 years and he has quite a number of other interests. Time for a change and I think Dr Jalal Bagherli would make a very suitable non executive Chair.

Imagine would be a huge step up in the contacts list.

Ddubya

It is encouraged that Neds own shares in the companies on the boards they sit on , so as to align with other shareholders..however Neds no longer tend to be given options and share incentives. Both the new Ned appointments are people of means and I would be surprised having done their dd that they do not join the share register when they are able to do so.

“The use of share options or any form of performance-based remuneration for non-executive directors or chairs should be discouraged. Performance-based remuneration has significant potential to conflict with a non-executive director's primary role as an independent representative of shareholders.”

https://www.icgn.org/sites/default/files/2021-06/ICGN_Guidance_On_Non_Executive_Remuneration_16pp_AUG16-v3.pdf

It would very reasonable to believe the gen 2 materials they have just signed the development agreement with STM are aiming at just that ..it’s also quite reasonable to believe that Nanoco are as far along with R&D bench testing development of non toxic nanomaterials for sensor application as the much publicised Barcelona lab. Many companies in the area sing from the roof tops where they are and what they can do and the markets they are targeting sometimes that is criticised. However commercial confidentiality aside it would be good to see Nanoco do more thought pieces and a clearer idea of what differentiates their technology and why they are indeed a world leader having received one order. I like the ex Nanoco QS Ltd output on sector and their position..not sure why Nanoco are not so vocal…maybe a bit shy !

https://quantumscis.com/2024/01/09/image-sensing-revolution-makes-2024-the-year-of-the-quantum-dot/

The patents taken to court relate largely to display and are not relievent to the first generation materials being used in sensors. Yes they have patents covering the work they have done im sure but there are other companies working in this area a some although at lab level claim to have more advanced non toxic solutions already.

Already posted

https://www.photonics.com/Articles/Method_Creates_Quantum_Dots_for_Consumer_CMOS/a69622

On the new materials?

Or CFQD’s

The pricing power comes from whether you have a unique product that can help achieve unique functions. But agree that Nanoco are highly reliant on STM in terms of what they receive for now , though if STM cannot source elsewhere then should give Nanoco some clout. Also as far as i understand it the materials developed for STM can be sold directly to other customers .The question is whether the materials produced are state of the art and cannot be matched by others in the sector ..as soon as there are alternatives then the pricing power falls as it becomes more a commodity product. For now though i imagine they are ahead of the game.

Worth a look on sensors..i would say at least 4 IR eye tracking ones and a further internal sensor. But there are many different sensors on the device not all relevant to the STM sensor i guess.

https://www.imore.com/vision-pro/apple-vision-pro-sensors-what-they-all-do-and-where-they-are-on-the-headset

It was actually the first paragraph !!

So some points there..substitute the end line with greater exposure to the upside in the organic business which the board says has great value. Holders could tender then reinvest..in nanoco case would expect there to be a significant adjustment post distribution if reinvesting you would have a far greater interest in that growth if it transpires.