Nanoco Regulatory News (NANO)

11 April 2024 For immediate release

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL.

This release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (2014/596/EU), or EU MAR, and of the UK version of EU MAR as it forms part of UK law by virtue of the European Union (Withdrawal) Act (as amended).

Nanoco Group PLC

("Nanoco", the "Group", or the "Company")

Results of Tender Offer

and

Launch of Share Buyback Programme

Nanoco Group plc (LSE: NANO), a world leader in the development and manufacture of cadmium-free quantum dots and other specific nanomaterials emanating from its technology platform, announces the results of the Tender Offer ("Tender Offer") to return up to £30.0 million to Shareholders, as set out in the shareholder circular published by the Company on 11 March 2024 (the "Circular"), which closed on 9 April 2024.

Results of the Tender Offer

In total, 160,535,377 Ordinary Shares, being approximately 49.5 per cent. of the Issued Share Capital were validly tendered under the Tender Offer as at 6:00 p.m. on 9 April 2024 (the "Record Date"), meaning that the Tender Offer was oversubscribed. Tenders will therefore be accepted in full from Shareholders who validly tendered a number of Ordinary Shares equal to or less than their Basic Entitlement or those holders of 2,000 Ordinary Shares or less, irrespective of the proportion tendered. Following a scale back exercise, tenders in excess of the Basic Entitlement will be satisfied to the extent of the Basic Entitlement plus approximately 49.6 per cent. of the excess Shares tendered.

Cavendish will therefore purchase 125,000,000 shares on 12 April 2024 for a total cost of approximately £30.0 million. This represents approximately 38.5 per cent. of the Issued Share Capital as at the Record Date. Under the terms of the Option Agreement, Cavendish has a put option to be exercised on 12 April 2024 to require the Company to purchase, from Cavendish, the Ordinary Shares purchased by Cavendish pursuant to the Tender Offer at the Tender Price.

Following the purchase by the Company, the Company intends to cancel 111,250,000 Ordinary Shares. As set out in the Circular, 13,750,000 of the purchased Ordinary Shares will be held in treasury and subsequently transferred to the Nanoco Employee Benefit Trust ("EBT") to meet potential future obligations arising under the Company's 2015 Long Term Incentive Plan and the 2015 Deferred Bonus Plan. This transfer to the EBT represents approximately 10% of the shares to be acquired under the combined Tender Offer and Share Buyback Programme.

Settlement of the Tender Offer

As set out in the Circular, it is anticipated that the proceeds payable to Shareholders whose tendered shares are held through CREST accounts will be made by 25 April 2024 and that cheques for the certificated Ordinary Shares purchased under the Tender Offer will be despatched by 25 April 2024. Balance certificates will be despatched in respect of certificated Shares that were not accepted pursuant to the Tender Offer by 25 April 2024.

Total Voting Rights

Following the completion of the Tender Offer, the Company will have 213,180,950 Ordinary Shares in issue including 13,762,222 Ordinary Shares held in treasury. Therefore, the total number of voting rights in the Company will be 199,418,728 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Share Buyback Programme

As set out in the Circular, the Company will pursue an ongoing on-market share buyback programme of up to a total value of £3.0 million to provide a continuing value-accretive return of capital to Shareholders. The Share Buyback Programme commences today and will end on the earlier of the date the aggregate consideration paid for Ordinary Shares under the share buyback programme reaches £3.0 million and the date of the Company's next annual general meeting in 2024. The Share Buyback Programme is independent of the Tender Offer and will be undertaken using the AGM Buyback Authority.

Pursuant to the AGM Buyback Authority, the minimum price that may be paid for on-market share buybacks shall be 10 pence per Ordinary Share and the highest shall be the higher of (i) an amount equal to 105 per cent. of the average of the market value for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five Trading Days immediately preceding the day on which that Ordinary Share is purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the London Stock Exchange at the time the purchase is carried out.

Any Ordinary Shares purchased pursuant to the Share Buyback Programme will be cancelled. Any buyback of Ordinary Shares pursuant to the Share Buyback Programme will be effected in accordance with Chapter 12 of the Listing Rules, the EU Market Abuse Regulation 596/2014 and the Commission Delegated Regulation (EU) 2016/1052 (which are part of UK law by virtue of the European Union (Withdrawal) Act 2018).

Shareholders should also note that the AGM Buyback Authority was taken on the basis of 10 per cent. of the Issued Ordinary Share Capital before the Tender Offer. Following completion of the Tender Offer, the Issued Ordinary Share Capital will be reduced and there will be a corresponding reduction of the number of Ordinary Shares representing 10 per cent. of the Issued Ordinary Share Capital. In view of this, the Board intends to restrict its use of the AGM Buyback Authority to market purchases up to 21,318,095 Ordinary Shares representing a maximum of 10 per cent. of the Issued Ordinary Share Capital as it is immediately after completion of the Tender Offer. The Board would then expect to seek a new authority from Shareholders to make market purchases of Ordinary Shares at the AGM held later in 2024.

The Company has instructed Cavendish to conduct the Share Buyback Programme on its behalf on a broker-managed basis, with trading decisions taken independently of the Company. Due to the limited liquidity in the Ordinary Shares, a buyback of Ordinary Shares pursuant to the AGM Buyback Authority on any given trading day may represent a significant proportion of the daily trading volume in the Ordinary Shares on the London Stock Exchange and could exceed 25 per cent. of the average daily trading volume. Accordingly, the Company will not benefit from the exemption contained in Article 5(1) of Regulation (EU) No. 596/2014 as adopted into UK law by the European Union (Withdrawal) Act 2018.

Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.

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About Nanoco Group plc

Nanoco (LSE: NANO) is a nanomaterial production and licensing company, specialising in the production of its patented cadmium free quantum dots (CFQD®) and other patented nanomaterials for use in the electronics industries.

Founded in 2001 and headquartered in Runcorn, UK, Nanoco continues to build out a world-class, patent-protected IP portfolio alongside the scaling of the production for commercial orders.

Nanomaterials are materials with dimensions typically in the range 1 - 100 nm. Nanomaterials have a range of useful properties, including optical and electronic. Quantum dots are a subclass of nanomaterial that have size-dependent optical and electronic properties. Within the sphere of quantum dots, the Group exploits different characteristics of the quantum dots to target different performance criteria that are attractive to specific markets or end-user applications such as the Sensor, Electronics and Display markets. Nanoco's CFQD® quantum dots are free of cadmium and other toxic heavy metals, and can be tuned to emit light at different wavelengths across the visible and infrared spectrum, rendering them useful for a wide range of display applications. Nanoco's HEATWAVE™ quantum dots can be tuned to absorb light at different wavelengths across the near-infrared spectrum, rendering them useful for applications including cameras and image sensors.

Nanoco is listed on the Main Market of the London Stock Exchange, holds the LSE's Green Economy Mark, and trades under the ticker symbol NANO. For further information please visit: www.nanocotechnologies.com

IMPORTANT INFORMATION

This announcement (including information incorporated by reference in this announcement) and other information published by Nanoco may contain statements about Nanoco that are or may be deemed to be forward looking statements. Such statements are prospective in nature. All statements other than historical statements of facts may be forward looking statements. Without limitation, statements containing the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or "considers" or other similar words may be forward looking statements.

Forward looking statements inherently contain risks and uncertainties as they relate to events or circumstances in the future. Important factors such as business or economic cycles, the terms and conditions of Nanoco's financing arrangements, tax rates, or increased competition may cause Nanoco's actual financial results, performance or achievements to differ materially from any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Nanoco disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

A copy of this announcement will be available on the Company's website at www.nanocotechnologies.com . Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.