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Nanoco Group PLC

Nanoco Group PLC Formal Sale Process as Part of Strategic Review

In its preliminary results announcement on 16 October 2019, the Board of Nanoco Group PLC (LON: NANO) reiterated its focus on maximising value for shareholders. In this context, the Company confirms that it has entered into preliminary discussions with certain parties about a potential sale of the Company. Accordingly, the Company today announces that it is undertaking a review of all the strategic options for the Company, including, but not limited to, a potential sale of the Company through the commencement of a “formal sale process”, as referred to in Note 2 on Rule 2.6 of the Code.

Nanoco remains in active discussions with existing and other potential new customers for our materials and services with a particular focus on the display and infra-red sensing markets. In addition to these potentially lucrative commercial opportunities for continued funding of the Company’s operations, the Board is also reviewing other sources of funding. The Company’s current resources give reasonable headroom for the sale process and commercial opportunities to come to successful conclusions, with contingency plans in place if needed.

The Board has appointed Evercore as its financial adviser to assist with the formal sale process and as independent financial adviser for the purposes of Rule 3 of the Code.

The Panel on Takeovers and Mergers has agreed that any discussions with third parties may be conducted within the context of a formal sale process. Accordingly, it has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sale process will not be required to be publicly identified under Rules 2.4(a) or 2.4(b) as a result of this announcement and any interested party participating in the formal sale process will not be subject to the 28-day deadline referred to in Rule 2.6(a) of the Code for so long as it is participating in the formal sale process. Following this announcement, the Company is now considered to be in an “offer period” as defined in the Code, and the dealing disclosure requirements set out below will apply.

Parties with a potential interest in making a proposal should contact Evercore, whose details are set out below.

It is currently expected that any party interested in participating in the formal sale process will, at the appropriate time, enter into a non-disclosure agreement with Nanoco Group on terms satisfactory to the Board of Nanoco. The Company then intends to provide such interested parties with certain information on the business, following which interested parties will be invited to submit indicative proposals to Evercore. The Company currently expects such proposals to be submitted in mid-December.

Further announcements regarding timings of subsequent steps for the formal sale process will be made as appropriate.

There can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.

The Board of Nanoco reserves the right to alter or terminate the process at any time and if it does so it will make an announcement as appropriate. The Board of Nanoco also reserves the right to reject any approach or terminate discussions with any interested party at any time (without liability to any person).

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