Member Info for Kooba

https://www.edisongroup.com/research/concentrating-on-organic-business-going-forward/32149/

Wonder if folk would have backed a fundraise at 37.5p less than a year ago and before the highly positive patent validation that clearly improved the case if they had seen BT’s boxes of losing outcomes today ? He now makes a court victory look like a long shot !

British
The details of interested parties in a FSP are confidential there is absolutely no obligation to release that information and more than likely covered by NDA’s so it cannot be released. They stated any other offers were inferior to the prax offer and that the major shareholder with board representation was fully appraised of the process..I’m sure kerogen were too after signing an NDA so pretty open process ..no offer would have been formerly made without their agreement so they had to be involved and i guess had to sign the hard irrevocables to get it over the line.

Ngr
Ngr

“Do I think there would be a higher possibility of a total winding up for which I as a PI gets nothing ? Yes”

I don’t want it wound up but why would it be ? Also why would shareholders get nothing??
We have £10m cash and another £62.5m due we have a low burn rate. The remaining business whilst current commanding zero enterprise value under the current management could well be sold with accompanying IP for a decent sum. Though why nobody has ever wanted to take the company over is rather confusing if they have such valuable IP and no blocking shareholder. But anyway explain why shareholders get nothing if the company was wound up ..i find it an interesting but unjustifiable take.

This is nonsense too

Ngr
“No and more so after today’s explanation of the risked outcome models. “

The risked outcome models were in no way explained just three boxes on a slide. He said if we got a low jury award..let’s say $150m would have been a low jury award..then we got nothing..that is clearly untrue because we get 60% of that figure and that was the case below $100m we still got something ..so that box is rot.. We would have got 80% of $500m award with possible wilfulness multiple and rolling royalty ..could have been a properly large sum extrapolating information from company and approved research.
But to be risked one also needs to put a percentage probability to it without that they are meaningless.
If there was a 95% probability of getting $500m and a 5% probability of another outcome would you take $150m? Grant you if it was 50/50 binary i would probably have gone for the settlement …but it wasnt or if it was the company in no way gave that as a scenario. Also why was there competition to fund it if there was even an outside chance of a loss..everyone saw this as straightforward especially after the patent validation. So as i say little boxes without numbers in mean nothing to me in risk assessing the situation. They bottled it at shareholder expense and are now reinventing the narrative to suit that decision. Simple.

Torn
“As a result of agreeing a term sheet it was 40% not 50% if it went to trial. “

That is not my understanding..mine was that the share was up to 50% on a lower settlement reducing to 20% on a higher settlement ..so where were are is the lower end of expectation . I don’t think funder share contract was relative to money spent but there was an agreed budget. We don’t know what the budget was or what was spent..but it was the quantum of the settlement that set the % share.

Torn..I don’t think I have cherry picked at all , there was an increasing confident position put forward by the board approaching the court hearing..as BT terminology goes after the Patent validation and batting off all of Samsungs pre trial stalling manoeuvres the company were never in a stronger position than just before the trial date..Samsung had exhausted all their feints and had nothing left. There was no new evidence since all submissions made before the SEpt trial date i understood. So from the strongest legal position in the the two years of talking it up …they folded.

There was an unpublished funder budget if it didn’t factor in there being a court hearing and likely appeals it was a ridiculous budget. Any litigation funding should factor a reasonable legal budget a tenth of a reasonable award.what was actually spent ( we didn’t even get to court) and what the budget was will not be disclosed ..the funder share is not directly linked to outlay but to % of award at different scenarios. The German and China moves were to put pressure on Samsung pre or post trial to settle. If we had gone to court and won well it would have been leverage to get them to settle..as would the fact that through appeal the award would grow year by year as they used the technology, since there was a very low chance of a reversal of patent decision and a low chance of a reversal of court decision unless new evidence was submitted , unlikely since Samsung tried everything to stall and block a day in court then there was a good position to force a post court award favourable settlement ..something BT had said …but before throwing the towel in of course. The story now has been changed as to the risks to justify their actions. Disappointing stuff.

Paid for research is fact checked by the company ..it is far from independent and should be viewed as promotional material. Equally broker research from shop brokers ie Turner Pope and Peel Hunt where there us a close relationship should again put forward expectations that are supported by the company as they are considered a close guide to the company’s postion.

NGR you get rid of the board by having 5% support and requisitioning a GM and put it to the shareholders if over 50% vote against them they are out.
Alternatively if you have evidence that the board or individuals on the board have acted against shareholder interests then you take that evidence to the FCA ..If there was a formal enquiry then i would imagine heads would need to roll anyway..starting with the Chair and to put someone independent of any enquiry in the Chair. I do not have evidence but Mr Hamoodi thinks he has sufficient evidence to question their rolls it seems.

It is very odd for any long term holder to go , oh well we waited for a few years and listened to all the confidence in a big outcome and many put more money in at 37.5p in last years fundraise on the back of it , see them then get an overwhelming verification of the patents and now just say oh well they obviously were a bit optimistic and the share price has halved..but well done them for trying..anyone who is not happy is a muppet! Quite the opposite in my view.

NGR describing anyone who has justifiable concerns at the boards behaviour and their poor explanations is not a muppet..suggesting so probably bounces back on you.

I think what we are not getting is any real risk /reward assessment of the decision. We had lots of increasing confident ..now we have established our patents we go to trial to get an award..this was very much the tone 6 months ago. Now we have 4 court scenarios 3 of them zero to the company ( blx) and only one unquantified higher court award that would take 5 years to get anything..this is totally against all the rhetoric running up to the court date.why not share the actual % risk on the 4 scenarios to see the likelihood of each. I think losing the case completely was very ..very low the patents were fully upheld and Samsung were using them in the US without any agreement. ..they never denied using them.
If they thought as an example there was 90% chance of getting a court award of $250m plus ( nb to end 2022 would be higher than estimates which were end 2021) with a rolling royalty thrown on top oh and then the wilfulness that could all add up to a much bigger figure! (plus the rest of the world still to go for) but there was a 5% chance that a win could be less tha $150m total or less than 5% chance of the jury finding samsung innocent. Then how do you risk assess that?
Or do you just fold and take whatever Samsung offers because you are scared of the less than 5% chance of getting less. They are jobbing backwards on their decision making and their processes to not add up with their pre trial narrative.
They also had publicly stated that on getting a favourable award it was likely they would agree a settlement post trial and that there was little chance of either the patent appeal or court appeal being successful ..it would not run to enforced settlement.
They also had by there own admission started the German and Chinese action where they could look to injunctions to force Samsungs hand in that eventuality.
So no one , the company the funders and shareholders should be surprised that Samsung would have appealed and that should have been factored in to the game play all along.
They are now basically saying they had no choice but to take whatever no fault offer samsung made ..if that is the case they should have correctly portrayed that to holders. Not said how much they looked forward to their day in court. They bottled it and they clearly gave an narrative that they knew they could win big…then bottled it.

Unless they have signed hard irrevocable with no escape clause that is.
I think it best to await confirmed news on the EPL and flaring before declaring a material change in circumstance myself.

Point 15 is also suggesting ahead of the settlement that the ‘PREFERRED” shareholders had access to Nanocos litigation advisers..this could only have been achieved with Nanoco managements agreement .

..private discussions between members of the Board of Nanoco, Nanoco’s litigation advisors, and representatives of the Preferred Shareholders (in particular but not limited to the time period immediately before the execution of a term sheet settling the Samsung Litigation, including a telephone call which took place on 5 January 2023).

There is no way a single or limited group of shareholders should be talking to companies litigation advisors and actively be dealing in the market!

As to the Chair unfortunately his
“The settlement value is almost three times our own low case damages model;”
Which did not line up with anything previously disclosed by the company or its paid for research and shop broker research does not make him shine…he has basically admitted that the company allowed a false impression of an expected outcome in the market in corrected and that the low ball award internally was $50m not $200-250m given to the market. All for one and one for all.

Well actually tomorrow brings the interim results, which is what i was referring to to
…announces that its interim results for the period ended 31 January 2023 will be released on Tuesday, 28 March.
I thoroughly disagree that a lawyer would put such a letter out for a client without a huge risk warning..this is not saying they are not competent or any vague allegations they are accusing the board of systematic breaches of Market Abuse legislation ..which can lead to criminal and civil charges..this is not idle lawyer talk..far from it.
FCA
We take enforcement action against market abuse and can impose significant penalties.

For breaches of UK MAR we can impose unlimited fines, order injunctions, or prohibit regulated firms or approved persons.

Criminal sanctions for insider dealing and market manipulation can incur custodial sentences of up to 10 years and unlimited fines.

Any legal firm worth their salt and Pallas look a bright bunch of London lawyers ( expensive), would strongly advise their client not to put out such a letter unless there was evidence to support their accusations. Some of the stuff around guidance and expectation is factually evidenced. It is far more difficult to prove what LOAM know and whether they were in an advantageous position over other shareholders. The allegation that BT spoke to the “preferred” shareholders , one must presume LOAM the day before the announcement on the 6th ..does smack of whistleblowing as who would know outside those two organisations? As to whether they know if something giving more detail of the proposed terms than was in the rns is another matter and might be more difficult to prove , gain a whistleblower might know conclusively. All you can say that the extent of the allegations is wide and very serious and if the allegations are not supportable then the party/group could well find themselves counter sued for defamation. Again a bright guy it seems and bright lawyers are fully aware of what they are doing and te consequences and must feel they are well supported by evidence. Nanoco has received much correspondence from shareholders already on many of these points and none i am aware of received even an acknowledgement let alone response. Silence is not the best policy when shareholders are disappointed and a share price collapses on “transformational” news that a board has delivered. They are now having a greater fight for their credibility and actions. See what tomorrow brings!

Further comment on potential changes in EPL ..

“The Financial Times reported that ahead of this, ministers have been holding talks with energy firms about adjusting the windfall tax if oil and gas prices dropped below a certain level.”

Energy firms call for windfall tax to fall with prices https://www.bbc.co.uk/news/business-65077495

The interesting thing about the Guardian piece is it reminds that currently there is pressure to ban all flaring by the end of 2025 and is proposed legislation. This might well be pushed back as it would lead to early cessation on a number of producers unable to expose the gas produced.
This also would include those who think well 6 can carry on past 2025 or that well 8 could be re negotiated ..obviously this is not currently in law and there could be clarifications shortly on intent. But this in the background without an economic solution to export gas has been an issue in the background.

https://drillordrop.com/2023/01/05/mps-call-for-ban-on-oil-and-gas-industry-flaring-by-2025/

Its an interesting comment in the 16th march rns
“Interest in the FSP was significantly diminished by the introduction of the Energy Profits Levy, and subsequent amendments, by the UK government. “

The EPL 25% was introduced end of May 2022 ( increased to 35% post FSP)
Though at this point there was a very logical argument that that made the Hurricane tax losses off settable against corporation tax would be more attractive and valuable not less to the industry.
The FSP was announced early Nov 2022 5 months after the EPL was first announced as to whether the EPL diminished interest is certainly not proven.

Important point with EPL: Surely just because we were only charged just under $5m in 2022 doesn't mean the charge wouldn't be higher in 2023+.

Well there was a bit of a clue in the rns i posted if you look!

… Currently it anticipates that, assuming oil prices remain at current levels, the impact of the increased EPL charge for 2023 and for 2024 will be a similar amount.

With lower oil now it might be lower i guess!