Member Info for Kooba

I can only advise you read to the end of the pros I posted on that particular corporate action where I state in the case of Nanoco you end up with a concentrated interest in the future growth ( same organic business and IP) with there being less shares in issue.

You would also have equivalent of 12p in cash per share post the example given.

The decision on whether one participates in a tender is down to the individual shareholder ..it’s not compulsory. As long as share holders are as fully informed as they can be at the time , it’s a level playing field , a position that should always be the case. There can be no recrimination. That is the same position in reality in an on market share purchase programme..if they buy loads of shares back from their shareholders in the market and then announce something positive it’s sort of tough if you have decided to sell.

So apart for earlier posts completely misunderstanding the process. 2G2D are you saying if they tendered for half the equity ie 162m shares at 25p= £40m you would not take part and instead hold your stock which would have a more concentrated interest in the company but on 12p a share cash left?

Ive trie dot give my thoughts on an on market program ..you obviously disagree but im afraid there is no way they will buy £40m worth at 20p ..its not going to happen..you wont even sell yours at 28p from what you seem to be saying.

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.

The Board of Directors of the Company considers the Tender Offer to be beneficial to the Shareholders as a whole, including, among other reasons, in that:

• the Tender Offer is available to all Qualifying Shareholders regardless of the size of their holding;

• the Tender Price represents a premium of 22.4% to the Company's Ordinary Shares closing price of 118.5 pence on 7 November 2023 (being the Latest Practicable Date);

• the Tender Offer provides Qualifying Shareholders who wish to reduce their holdings of Ordinary Shares with an opportunity to do so at a market-driven price with a premium;

• the Tender Offer enables Ordinary Shares to be sold free of commissions or charges that would otherwise be payable if Qualifying Shareholders were to sell their Ordinary Shares through their broker;

• the Tender Offer permits Shareholders who wish to retain their current investment in the Company and their Ordinary Shares to do so, as no Shareholder is required to participate in the Tender Offer, and thus providing Shareholders with flexibility; and

• the Tender Offer will reduce the number of Ordinary Shares in issue and, assuming net asset values of the Group's properties stay the same, should therefore have a positive impact on the Group's net asset value per share as the Company intends to cancel all of the Ordinary Shares acquired in connection with the Tender Offer.

One done a few months ago show the basis and the pros

https://www.investegate.co.uk/announcement/rns/town-centre-securities--town/announcement-of-tender-offer/7868595

To be frank a tender is not complicated and treats all shareholders the same..some info for those unfamiliar with the concept.

https://www.cgi.org.uk/knowledge/governance-and-compliance/features/share-buybacks-tender-is-the-offer

I haven’t a clue how they are going to do it but know a bit about their largest holder, a premium tender is something they have been keen in the past. A share tender was listed by the company as a possible along with dividend and market share buyback so it’s on the table. The size of the proposed distribution as an on market operation is problematic as the scale of it relative to shares outstanding and volume is very large. If they structure it around % of volume and limited premium to 5 day rolling average as is normally done so they are not chasing their own tails then it could take all year to complete.They also risk the shares running away from levels where they see the shares being attractive to buy..on news flow etc. if the price raced ahead and they had bought few back they would not be honouring their commitment and could be criticised for not buying back more stock when the price was lower. Hopefully not long to wait.

The MAR concern is not whether they participate in a tender if there is one it is whether the method of distribution could be deemed price sensitive ..which i think it is. So one has to think that there were no firm proposals in place when they made their market purchases..which also means LOAM had no idea whenever they bought what was going to happen.

Are you more concerned at loam activities being a MAR issue from last year than the directors buying last week? If you think LOAM had knowledge of what was proposed last year from the board then the board buying themselves so soon to what will be proposed must surely be a bigger concern?

One presumes if that were the case the market might have woken up and the share price would no longer be depressed.

The industry knows far more about the technology and the patent position and tends to take a long view..there have been numerous opportunities to take the company out over the years in particular the formal sale process a few years ago where no formal offer was made to shareholders.

The attractiveness of the company now Samsung has a licence for the lifetime of the core patents on display may also be an issue to some I guess.

To think of all the criticism in hindsight of those who wheeled out some high numbers around the litigation ..all of which were quite reasonable …before they weren’t…its great to see such big numbers being run up the flagpole when we have such little evidence to support them.

Apologies was being a bit cheeky there…fair do’s its difficult to know who might have a tilt though , Samsung i understood tabled something in the last formal sale process that was not acceptable ..they now have pretty much what they wanted. I suppose STM or maybe Sony if they thought the IP indispensable and having significant value in a growing sector could make a move but there is not much evidence on how the IR sensor market pans out from here yet.

The interesting thing is that the company ex distribution becomes more leveraged.

If they do buy back half the outstanding equity for £40m and then someone wants to bid £50m over assets for the remaining shares outstanding it makes a big difference to performance.

Eg If only 162m shares in issue share price say 12p ( reflecting cash plus small EV post buyback )and someone came in at £50m premium that would be 43p a share a huge upside.

If they paid a 12p dividend there would still be 324m shares in issue so from that ex price say 12p the shares would be valued at 28p.

The difference between how they make a distribution could be quite important to LTHs not just from tax perspective.

Is that with 324m shares in issue ex a dividend..therefore valuing an effective pre revenue business at £325m

Or are you reckoning a share buyback halves the shares in issue and you are looking at £162m valuation.

Interested to know how you arrive at such kind of numbers.

If its an exam question maybe show your workings?

They had £8.2m cash year end July 23.

They had £5m outstanding debt to loam and RG

They have fixed costs £3.5m a year.

And have £58.8m coming in.

So my reckoning is they have bang on £60m net cash..should be able to pay high end of distribution guidance.

They want to retain £20m net cash.

Not that i was concerned as to whether Samsung paid up it should elevate doubts by some. Paying us slightly earlier than the deadline..how generous after making us wait a year for no apparent reason.Positive in removing that uncertainty now let the market know how you are to distribute and further remove uncertainty.

If yes if they are producing materials for stm sensor that goes in the VP then would imagine a second order coining through shortly once they judge demand. Lets see.

My reading was RG held just below 3% on 6th Jan 2023 and dumped along with LOAM. ..I think the modus operandi of these guys including Christopher Mills is often playing just below disclosable which means they can legally punt without disclosure . So looking at some of the large prints this year it’s possible he is back on the register just under the threshold, somebody bought what appears just under 3% the other day.. Being a channel island domicile he probably wont mind how a payout is done.

Well we should have some news on the distribution early February and depending on method an effective way of delivering the promised capital return shortly after. There is no reason for any delay , they have already got approval for a capital reduction and have had a year where Samsung has made us wait to deliver as promised.

Nanonano this is really a smoking gun on expectation of trial outcome!

The case strengthen and was de-risked enormously from that comment with the markman outcome and patent validation and the pre trial challenges dismissed ..folks wonder why one might have bought in 2021 on a trial outcome when the CEO is talking multiples of the then £100m market cap. I have listened to the more recent presentations many times but not gone back to the 2021 recently. Those that say shareholders got over excited listen up..and realise all comms from this were increasingly confident.

Busy night on here ..LTHs and newbies have different perspectives fair do’s but one should not ignore the past in evaluating the future.

One must hope the board are now being overly cautious on their forecasting of the organic business. But I don’t blame anyone taking a cautious approach knowing the past.

Nanoco has often had serious enterprise value in its market cap over its quoted history with multitudinous opportunities across many sectors all of which came to nothing and with hindsight the market was too optimistic …now we have no real enterprise value and the markets for our wares are nearer fruition we may look back in hindsight and realise the market is again wrong to be so pessimistic …let’s hope so.

You tell me ..they had the original JDA with STM Micro all announced and then had to refer to them as a European customer for 2 years even though everyone knew including their paid for research referred to STM. Big companies are sensitive and secretive and can often wind smaller companies up in NDAs. I thought it bullish that they could actually name STM in the last JDA rns !!

JDA Tenner quote

"Further production orders received for first generation sensing materials will be in parallel with this JDA. ST's commitment to developing a second generation material, emphasises Nanoco's ability to be a robust partner in complex electronics supply chains."

Further production orders..in parallel with this JDA…

Tells me who placed the order though I’m unclear who else it might be to be honest. The gen 1 materials were designed specifically to go in the STM sensor products …nanomaterial only was the order delivered not a sensor product…STM makes those in house.