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Agree Kooba. This is a seller-led process and the company has given us clear expectations on timing, structure and value.

If the timing is now likely to go into 2026 all it needs is a one line RNS saying progress is being made on the process and whilst the company still expects to sign an SPA in 2025 the actual sale is likely to complete in 2026.

Similarly for value, if the company has not received any proposal or bid that meets the £47m valuation the company should release an RNS saying no proposals to date have met the £47m valuation but the company is confident that any sale will maximise shareholder value.

The company's silence indicates to the market that the process is still on track to meet these timing and valuation expectations.

If it is not that is a false market misleading shareholders and disclosure cannot be delayed.

Smithy, at the latest Edison and Investor Meets he said "with a bit of luck" there would be a deal by the end of the year. At the Investor Meets he specifically said the aim was to sign the SPA in Q3 and complete the deal before the end of the year.

There's no way shareholders don't have expectations of a sale completing before the end of the year without new disclosure.

Terrorwit, I'm not trying to paint the news as positive, but trying to remind the directors that they can't justify delaying disclosure if they don't expect the process to be consistent with the (1) timing (2) structure and (3) general value that the shareholders expect based on communications that the company has made. That would be misleading the shareholders.

It's different to M&A that involves a buyer making an unsolicited bid.

Still no news on the CDX process. The company has a track record of not being good on disclosures (it hasn't even told us the results date in November) so for their benefit this is what shareholders are expecting based on communications from the company to date:

1. Timing

The company has repeatedly said it expects the process to conclude in 2025. Conclude meaning completion, not the signing of the SPA. Therefore if the proposed sale would involve a split signing and completion into 2026 this will need to be disclosed asap.

2. Structure

The company has said the sale will be of Nanoco Technologies Ltd including all IP and operations. Chris Richards said this last year in the results presentation. If the proposed structure is different this will need to be disclosed as it would be misleading shareholders not to.

3. Price

The company did the £47m valuation of the IP last year. This was an accounting valuation but Jalal said in his Edison interview the actual valuation could be slightly less or slightly more. If the company has only received offers materially below £47m therefore it will need to disclose that asap as to not do so would mislead shareholders.

In short, if the board does not expect a sale of Nanoco Technologies to complete in 2025 which is not materially below £47m it cannot delay disclosure of that, as it would be misleading shareholders.

The first Asian JDA was due to complete in October. It's now November and we've had no news of it being renewed. Does that mean it's expired and is not being renewed? That would be a great disappointment.

Considering how long the process has dragged on it wouldn't surprise me if the deal terms are tied in somehow with the main Asian JDA. I can imagine a buyer would want certainty of phase 2 of the JDA going ahead.

I don't see that quote in the MAR guidance.

You can't have "exclusive" negotiations with more than one party, that doesn't make sense. Sure, they could have added a bit more detail to the last announcement and they could provide a holding announcement again, but my point is that they're not obliged to under the disclosure rules. And I'm as frustrated as the next guy.

Kooba, Dimitry only said they "hope" to sign the SPA in Q3. That's not a commitment and in any case, we all know what date it is so disclosing that failure would be pointless.

As for delaying disclosure to avoid it leaking, that's simply not the case. And what would you want any disclosure to say? If Company X has bid A amount and Company Y has bid B amount, would you expect the disclosure to name the two companies and the terms of their bids? Of course it wouldn't.

Kooba, the starting point is that any offer they receive which would affect the share price of the company would have to be disclosed.

However, it is possible to delay price sensitive information when to do so could affect the legitimate interests of the company. This includes M&A negotiations.

However, if the price sensitive information is negative (e.g. running low on cash) then disclosure can't be delayed even if there might be a legitimate interest e.g. negotiating with lenders.

Look at MAR's guidance on delayed disclosure, it sets this out.

Therefore, if the process is going badly such that a very low value deal or no deal is likely then I don't see how they could not disclose that.

That's not to say they will follow the rules necessarily.

Another difference here is that they've run a proper M&A process and it's ongoing after nearly 10 months. Of course it could always fall at the final hurdle but if no acceptable offer had been put on the table to date U think it's very unlikely the process would still be ongoing.

There actually wasn't a wall of silence. They said well before confirmation that the process had been terminated that they hadn't received any offers yet. I wouldn't say the silence here is golden but if it's the case that they're making good progress on an agreement I wouldn't expect them to be updating the market as a matter of course.

Just because it's not covered by the patents doesn't mean it's a commodity product. Quantum dots arent something anyone can come along and manufacture.

The CDX process is baffling, but what is reassuring at least is that the board and CDX are all incentivised to get the highest price possible, and if that means taking longer they'll do it.

I've said before it wouldn't surprise me if the IP and operations are sold off separately. If thats the case it makes the negotiations and documentation way more complicated. Or a bidder wants the JDA extension for Asian customer 1 confirmed before paying full whack. Or one bidder is willing to pay a lot more than any others but wants to do a really deep analysis of the patents, in which case the bidder controls the pace of the process.

Or everything could be going badly.

In the past 5 months (if you count the Edison interview with Dimitry on 12 May) the only update we've had on the CDX process is that they were "in discussions" with multiple parties on 19 August.

In that Edison interview Dimitry said they aimed to sign the SPA in Q3 so they're already well past that deadline.

I've been supportive of not disclosing too much as I thought it could jeopardize the process, but we're fast approaching, if not already at, the stage where the SPA should have signed on a normal timeline.

Maybe something's gone wrong, maybe it hasn't, but we have absolutely no idea why it hasn't concluded yet, why it's been delayed into Q4 and when it's realistic to expect news.

Maybe there will be an RNS next week but I don't think this vacuum can go on much longer.

You can see the number of trades and it doesn't look very high

There's not a great deal of volume in terms of total shares or trades. Could be related but I'd say it's more likely a momentum retracing of the fall since August.

Kooba, if discussions were going nowhere I think they'd be obliged to tell us. They said they aimed to sign the SPA in q3 so this is definitely a delay, but there could be a good, bad or neutral reason for it.

You never know, all it takes is one bidder to value it highly. Better to have 9 bidders who think it's worthless and 1 who thinks it's a gem than 10 to think it's worth somewhere in the middle.

...and possibly Samsung didn't go through to the next round. Therefore the LG litigation accelerated and Samsung leaked this story.

Why would Samsung leak it? Perhaps they knew a Chinese bidder was in for Nanoco and they wanted to make it clear they had beefed up their portfolio. Of course Samsung already have a license over the patents, but some of Nanoco's trade secrets could possibly be patented, over which Samsung won't have a license, and therefore it was saying that Samsung would still come after those Chinese competitors.

To be honest, it doesn't fully make sense in my end but the timing and content of that story has to be related in some way.

Have been thinking more about the news story that came out on 21 August that Samsung had bought various QD patents from Merck in February and July of this year.

I think it's very likely this story was briefed/leaked by Samsung and had some connection with the sale process. The story stated specifically that some of the patents related to cad-free QDs and could be used against Chinese competitors. It was released around the time the LG case accelerated with them instructing Latham & Watkins, the scheduling conference being arranged and Nigel Pickett resigning.

Without trying to be Sherlock Holmes, I think around this time could have been the date for second round bids and LG and

Also it wouldn't surprise me if there's some link between case events and Nigel's resignation. The timeline is:

- 15 Aug new date for scheduling conference set

- 18 Aug Nigel resigns

- 21 Aug LG instruct Latham & Watkins, one of the world's top 5 law firms

- 29 Aug LG file their defence including a motion to transfer venue.

If there is a link, one possible explanation is that mid-August was a date for Nanoco receiving second round bids and that LG's proposal wasn't as good as others. Therefore Nanoco told LG they weren't going forward in the pro and told the court they needed a new date for the scheduling conference (as LG weren't going to buy them), at which point LG instructed LW and filed their defence.

The link with Nigel's resignation is that the bidder or bidders who went forward in the second round to more in depth negotiations didn't want or need Nigel, so he resigned at that point.

Very speculative of course, but it would make sense.

Tomorrow is the scheduling conference for the LG case, which presumably will involve setting a trial date. Going by the Samsung case I'd guess the trial will be set for September or October 2026, which isn't really that long away. In Samsung the original scheduling conference was Sep 2020 and the trial was set for Oct 21. The trial was then delayed for a year because of the Inter Partes Review.

Since PTAB have already ruled on the patents I thinks it's v.unlilely they'll allow another review so the trial can't be similarly delayed.

Getting a patent declared invalid is the best defence for an infringer but in this case Nanoco have clearly shown their patents are really strong. So it's not clear what LG's strategy is. They're trying hard to move venue to California but you would think that's a bit of a long shot and statistically unlikely to succeed. They could roll the dice in court but 95% cases never make it to trial. Settling on the eve of trial like Samsung would probably be more expensive than settling now.