Notification Of Transactions By PDMR

Nanoco Group PLC

23 January 2024

 

23 January 2024

NANOCO GROUP PLC

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

NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY

Nanoco (LSE: NANO), a world leader in the development and manufacture of cadmium-free quantum dots and other specific nanomaterials emanating from our technology platform, announces that on 23 January 2024 nil-cost options over ordinary shares of 10 pence each in the Company ("Ordinary Shares") were granted under both the Nanoco Group 2015 Long Term Incentive Plan (the "LTIP") and the Nanoco 2015 Deferred Bonus Plan (the "DBP") to the executive directors and other staff as noted below.

Name of Director / PDMR	Options granted under LTIP	Options granted under DBP	Total resultant options held
Brian Tenner (CEO - Director, PDMR)	2,255,220	577,736	6,904,550
Nigel Pickett (CTO - Director, PDMR)	1,604,897	424,667	5,170,926
Liam Gray (CFO - Director, PDMR)	1,148,112	294,894	3,138,288
Other non-disclosable staff	2,556,312	194,904	n/a
Total number of options granted	7,564,541	1,492,201	n/a

Ordinarily the number of options awarded under the LTIP and DBP would have been calculated by reference to the average closing mid-market share price for the three days after the announcement of the Group's results for the year ending 31 July 2023. This was 16.58 pence.

However, the Group has delayed the annual issue of options until after the delivery and announcement of a series of important production and development agreements. With the announcement of the two-year development agreement with STMicroelectronics ("ST") on 12 January 2024, the Company is now able to issue these options. During this period, the share price has appreciated, and the Board felt it appropriate to reflect this increase in the calculation of the awards and hence has used the average closing mid-price in the three days after the ST announcement. This was 19.97 pence.

The use of the higher price to calculate the number of awards has resulted in a reduction in the number of awards to each person by approximately 17%.

DBP

The DBP options are subject to a two-year holding period and ordinarily will vest following the announcement of Nanoco's results for its financial year ending 31 July 2025. There are no further performance conditions for the DBP options.

LTIP

The vesting of the LTIP options is subject to the achievement of two performance conditions. Fifty percent (50%) will vest depending on absolute total shareholder return ("Absolute TSR") over the three-year performance period ending 31 July 2026. Absolute TSR is calculated as the sum of any change in the market capitalization of the Group plus any dividends paid during the performance period. Fifty percent (50%) will vest depending on growth in the Group's revenue over the same three-year performance period.

The Board has adopted Absolute TSR as one of two performance conditions for the last two years due to the potentially distorting effects of any return of capital on a simple share price target. The table below sets out the targets for Absolute TSR.

Range	Absolute TSR (equivalent CAGR (%) and share price)	Proportion of award that will vest
Below threshold	Less than £30.9 million	Nil
Threshold	£30.9 million (15% CAGR, 27.8 pence)	25%
Target	£43.2 million (20% CAGR, 31.6 pence)	60%
Maximum	£56.5 million (25% CAGR, 35.8 pence)	100%

The table also discloses the equivalent compound annual growth rate ('CAGR') and resulting Share Price (excluding dividends) as compared to the average of the closing mid-market price of the Company's shares for the three months before the release of Group's annual results for the year ending 31 July 2023 (as announced on 17 October 2023 and in accordance with the rules of the scheme, being 18.28p).

Given the Group is still entering a new stage in its development, the Directors consider that the revenue targets are commercially sensitive and hence are not being disclosed at this time. However, in order to maintain transparency, the targets will be disclosed at the same time as the actual outcome is assessed following the end of the performance period.

Ordinarily, the LTIP options will vest (subject to the achievement of the performance conditions) following the announcement of Nanoco's results for its financial year ending 31 July 2026. The options are then subject to an additional two-year holding period.

This notification is made pursuant to the requirements under the UK Market Abuse Regulation.

For further information, please contact:

Nanoco Group PLC:                                                                                                                             [phone]

Brian Tenner, CEO

Liam Gray, CFO & Company Secretary

Cavendish Capital Markets Limited (Financial Adviser & Joint Corporate Broker):                [phone]

Ed Frisby / George Lawson (Corporate Finance)

Tim Redfern / Charlie Combe (Corporate Broking)

Jasper Berry (Sales)

Turner Pope Investments (Joint Corporate Broker):                                                                   [phone]

Andrew Thacker

James Pope

Powerscourt                                                                                                                                        [phone]

Elly Williamson

Ollie Simmonds

[e-mail]

FORWARD LOOKING STATEMENTS

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.

About Nanoco Group plc

Nanoco (LSE: NANO) is a nano-material production company, specialising in the production of its patented cadmium free quantum dots (CFQD®) and other patented nano-materials 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.

Nano-materials are materials with dimensions typically in the range 1 - 100 nm. Nano-materials have a range of useful properties, including optical and electronic. Quantum dots are a subclass of nano-material 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 and trades under the ticker symbol NANO. For further information, please visit: www.nanocotechnologies.com.

Notification of Dealing Forms

1.	Details of the Person Discharging Managerial Responsibilities ("PDMR") / person closely associated with them ("PCA")
a)	Name	BRIAN TENNER
2.	Reason for the notification
a)	Position /status	CHIEF EXECUTIVE OFFICER
b)	Initial notification / amendment	INITIAL NOTIFICATION
3.	Details of the Issuer
a)	Name	NANOCO GROUP PLC
b)	LEI code	213800HOSJEZO1KOCV33
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Type of instrument Identification code	ORDINARY SHARES OF 1O PENCE EACH
		ISIN: GB00B01JLR99
b)	Nature of the transaction	GRANT OF AN OPTION OVER ORDINARY SHARES UNDER THE NANOCO 2015 LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil cost 2,255,220
d)	Aggregated information: - Aggregated volume - Price	N/A
e)	Date of the transaction	23 JANUARY 2024
f)	Place of the transaction	OUTSIDE A TRADING VENUE

1.	Details of the Person Discharging Managerial Responsibilities ("PDMR") / person closely associated with them ("PCA")
a)	Name	BRIAN TENNER
2.	Reason for the notification
a)	Position /status	CHIEF EXECUTIVE OFFICER
b)	Initial notification / amendment	INITIAL NOTIFICATION
3.	Details of the Issuer
a)	Name	NANOCO GROUP PLC
b)	LEI code	213800HOSJEZO1KOCV33
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Type of instrument Identification code	ORDINARY SHARES OF 1O PENCE EACH
		ISIN: GB00B01JLR99
b)	Nature of the transaction	GRANT OF AN OPTION OVER ORDINARY SHARES UNDER THE NANOCO 2015 DEFERRED BONUS PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil cost 577,736
d)	Aggregated information: - Aggregated volume - Price	N/A
e)	Date of the transaction	23 JANUARY 2024
f)	Place of the transaction	OUTSIDE A TRADING VENUE

Notification of Dealing Forms

1.	Details of the Person Discharging Managerial Responsibilities ("PDMR") / person closely associated with them ("PCA")
a)	Name	DR NIGEL PICKETT
2.	Reason for the notification
a)	Position /status	CHIEF TECHNICAL OFFICER
b)	Initial notification / amendment	INITIAL NOTIFICATION
3.	Details of the Issuer
a)	Name	NANOCO GROUP PLC
b)	LEI code	213800HOSJEZO1KOCV33
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Type of instrument Identification code	ORDINARY SHARES OF 1O PENCE EACH
		ISIN: GB00B01JLR99
b)	Nature of the transaction	GRANT OF AN OPTION OVER ORDINARY SHARES UNDER THE NANOCO 2015 LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil cost 1,604,897
d)	Aggregated information: - Aggregated volume - Price	N/A
e)	Date of the transaction	23 JANUARY 2024
f)	Place of the transaction	OUTSIDE A TRADING VENUE

1.	Details of the Person Discharging Managerial Responsibilities ("PDMR") / person closely associated with them ("PCA")
a)	Name	DR NIGEL PICKETT
2.	Reason for the notification
a)	Position /status	CHIEF TECHNICAL OFFICER
b)	Initial notification / amendment	INITIAL NOTIFICATION
3.	Details of the Issuer
a)	Name	NANOCO GROUP PLC
b)	LEI code	213800HOSJEZO1KOCV33
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Type of instrument Identification code	ORDINARY SHARES OF 1O PENCE EACH
		ISIN: GB00B01JLR99
b)	Nature of the transaction	GRANT OF AN OPTION OVER ORDINARY SHARES UNDER THE NANOCO 2015 DEFERRED BONUS PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil cost 424,667
d)	Aggregated information: - Aggregated volume - Price	N/A
e)	Date of the transaction	23 JANUARY 2024
f)	Place of the transaction	OUTSIDE A TRADING VENUE

Notification of Dealing Forms

1.	Details of the Person Discharging Managerial Responsibilities ("PDMR") / person closely associated with them ("PCA")
a)	Name	LIAM GRAY
2.	Reason for the notification
a)	Position /status	CHIEF FINANCIAL OFFICER, NANOCO GROUP PLC
b)	Initial notification / amendment	INITIAL NOTIFICATION
3.	Details of the Issuer
a)	Name	NANOCO GROUP PLC
b)	LEI code	213800HOSJEZO1KOCV33
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Type of instrument Identification code	ORDINARY SHARES OF 1O PENCE EACH
		ISIN: GB00B01JLR99
b)	Nature of the transaction	GRANT OF AN OPTION OVER ORDINARY SHARES UNDER THE NANOCO 2015 LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil cost 1,148,112
d)	Aggregated information: - Aggregated volume - Price	N/A
e)	Date of the transaction	23 JANUARY 2024
f)	Place of the transaction	OUTSIDE A TRADING VENUE

1.	Details of the Person Discharging Managerial Responsibilities ("PDMR") / person closely associated with them ("PCA")
a)	Name	LIAM GRAY
2.	Reason for the notification
a)	Position /status	CHIEF FINANCIAL OFFICER, NANOCO GROUP PLC
b)	Initial notification / amendment	INITIAL NOTIFICATION
3.	Details of the Issuer
a)	Name	NANOCO GROUP PLC
b)	LEI code	213800HOSJEZO1KOCV33
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Type of instrument Identification code	ORDINARY SHARES OF 1O PENCE EACH
		ISIN: GB00B01JLR99
b)	Nature of the transaction	GRANT OF AN OPTION OVER ORDINARY SHARES UNDER THE NANOCO 2015 DEFERRED BONUS PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil cost 294,894
d)	Aggregated information: - Aggregated volume - Price	N/A
e)	Date of the transaction	23 JANUARY 2024
f)	Place of the transaction	OUTSIDE A TRADING VENUE

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