Nanoco Group plc (GXG.DU) Earnings Call Transcript & Summary

Good morning, and welcome to Nanoco's Annual General Meeting. I will now hand over to Dr. Alison Fielding. Please go ahead.

Thank you. Good morning, ladies and gentlemen. Before turning to the formal part of the meeting, I'd like to mention a few housekeeping points. There are no safety drills planned, so any alarm will be genuine. Fire escapes are indicated by the green signs. And can all present, please turn off their mobile phones for the duration of the meeting. I want to welcome shareholders, both in person and virtually to this Annual General Meeting of the company today. So I'm Dr. Alison Fielding. I'm the Senior Independent Director of the company. Unfortunately, Dr. Chris Richards, Chairman of Nanoco, is currently unwell and therefore unable to attend in person. In his absence, I will Chair the meeting. I'm joined here today by Dmitry Shashkov, the Chief Executive Officer; Dr. Nigel Pickett, the Chief Technology Officer; Liam Gray, the Chief Financial Officer and Company Secretary; and Non-Executive Directors, Chris Batterham and Jalal Bagherli. Our other Non-Exec Director, Dieter May, is also unwell and therefore unable to attend. With your agreement, we shall take the notice convening the meeting as read. Is everybody happy with that? Okay. so it's now past the 11:00. And as there is a quorum present, I declare the meeting open, and we shall proceed to the business of the meeting. This meeting has been convened for the purpose of considering and, if thought fit, approving certain resolutions set out in detail in a circular dated the 6th of December 2024. I'm going to do the formal part of the business first. So to more accurately reflect the views of shareholders of the company, I declare as Chairman that voting today will be carried out by way of a poll on each of the resolutions put to the meeting in accordance with the company's articles. This is seen as best practice as it gives all shareholders the opportunity to participate in the decision-making of the company and have their votes recorded even if they are unable to attend the meeting in person. I'm appointing Neville Registrars, the company's registrars, to act as scrutineers. As it will take some time to complete the poll procedure, the final results of the voting, including the proxy votes on each of the resolutions will be announced through our regulatory information service and published on our website as soon as reasonably practical following the close of the meeting. Will you please complete your poll card by ticking the appropriate box next to the relevant resolution depending on how you wish to cast your vote. Once all votes have been taken on the resolutions, will you please sign the poll card and hand it to the representative of Neville, who's at the back there, sitting at the back of the room. Should you require any further assistance, our registrars will be happy to assist you. I can confirm that I have been appointed proxy in respect of 50,148,502 shares. In addition, 131,159 shares will be voted at my discretion. Ladies and gentlemen, we will now proceed to vote on the resolutions, which I will formally propose to the meeting. The full text of each of the resolutions is set out in the notice, a copy of which you have already received. Resolutions 1 to 15 are proposed as ordinary resolutions and require a simple majority to be passed. Resolutions 16 to 20 are proposed as special resolutions, which to be passed require a majority of 75% to vote in favor of the resolution. The business to be conducted at this meeting reflects the ordinary business and related ordinary and special resolutions that are put to the Annual General Meeting of the company on this and each subsequent year. Resolution 1. The first resolution, an ordinary resolution is to receive and approve the annual report and accounts in respect of the year ended 31st of July 2024. I now propose that the annual report and accounts in respect of the year ended 31st of July 2024 be approved. I will now put the resolution to the vote. Please you tick the appropriate box on the poll card. Okay. So are members able to complete the vote? Can you give me a thumbs up? Okay. So the poll is now closed. Resolution 2. Resolution #2 is an ordinary resolution. The Board is recommending that Mazars LLP be reappointed as auditors to the company. This appointment, if approved, will be effective until the conclusion of the next AGM of the company. I will now put the resolution to the vote. Please will you tick the appropriate box on the poll card. The poll is now closed. Resolution 3. Resolution 3 is an ordinary resolution to grant the directors authority to agree the remuneration of the company's auditor. I will now put the resolution to the vote. Could you please tick the appropriate box, poll card. The poll is now closed. Resolution 4. Resolution 4 is an ordinary resolution to authorize the reelection of Dr. Nigel Pickett as a Director of the company. I will now put the resolution to the vote. Please tick the appropriate box on the poll card. The poll is now closed. I now hand the Chair over to Chris Batterham because it's to do with my reelection.

So Resolution 5 is an ordinary resolution to authorize the reelection of Dr. Alison Fielding as a Director of the company. I will now put the resolution to the vote. Would you please tick the appropriate box in the poll card. The poll is now closed, and I'll hand the chair back to Alison.

Resolution 6 is an ordinary resolution to authorize the reelection of Chris Batterham as a Director of the company. I'll now put the resolution to the vote. Please tick the appropriate box on the poll card. The poll is now closed. Resolution 7 is an ordinary resolution to authorize the reelection of Liam Gray as a Director of the company. I'll now put the resolution to the vote. Please tick the appropriate box on the poll card. The poll is now closed. Resolution 8 seeks to authorize the election of Dieter May as a Director of the company. I'll now put that resolution to the vote. Please tick the appropriate box. The poll is now closed. Resolution 9 seeks to authorize the election of Dr. Jalal Bagherli as a Director of the company. I will now put the resolution to the vote, please tick the appropriate box on the poll card. The poll is now closed. Resolution 10 seeks to authorize the election of Dmitry Shashkov as the company. I'll now put the resolution to the vote. Please tick the appropriate box. The poll is now closed. The next resolution, Resolution 11, is to seek approval of the report on directors' remuneration contained within the annual report and accounts for the year ended 31st of July 2024. I'll now put that resolution to the vote. Please tick the appropriate box. The poll is now closed. Resolution 12 is to seek approval of the directors' remuneration policy contained within the annual report and accounts for the year ended 31st of July 2024. I'll now put that resolution to the vote. Please tick the appropriate box. The poll is now closed. Resolution 13 is to seek approval to adopt the amendment to the Nanoco 2015 long-term incentive plan, as shown in the marked-up version of the incentive plan rule circulated. I will now put the resolution to the vote. Please tick the appropriate box. The poll is now closed. Resolution 14 is to seek approval to adopt the amendments of the Nanoco 2015 deferred bonus plan as shown in the marked-up version of the deferred bonus plan rule circulated. I will now put the resolution to the vote. Please tick the appropriate box. The poll is now closed. Resolution 15 to be proposed as an ordinary resolution that relates to the authority of the directors to issue shares. I will now put the resolution to the vote. Please will you tick the appropriate box on the poll card. The poll is now closed. I propose that Resolution #16 be proposed as a special resolution. Subject to the passing of Resolution 15, this resolution will give the directors general authority to allot shares for cash without first offering them to existing shareholders in proportion to their existing holdings of shares in keeping with market practice and institutional guidelines. I will now put the resolution to the vote. Please will you tick the appropriate box on the poll card. The poll is now closed. I propose that Resolution #17 be proposed as a special resolution. Resolution 17, if approved, will give the directors authority subject to the passing of Resolution 15 and in addition to the authority granted by Resolution 16 to allot shares for cash without first offering them to existing shareholders, where that allotment is in connection with an acquisition or specified capital investment. I will now put the resolution to the vote. Please can you tick the appropriate box on the poll card. The poll is now closed. Resolution 18. I now propose that Resolution #18 be proposed as a special resolution. The purpose of this resolution is to authorize the company to purchase some of its own ordinary shares on such terms and in such manner as the directors may from time to time determine. I will now put this resolution to the vote. Please tick the appropriate box in the poll card. The vote is now closed. Resolution 19 is a special resolution to seek authority to call general meetings other than Annual General Meetings on a 14 days' notice. I will now put the resolution to the vote. Please would you tick the appropriate box on the poll card. The poll is now closed. Resolution 20, and thanks for bearing with me on this. Finally, I now propose that Resolution #20 be proposed as a special resolution. The purpose of this resolution is to authorize the cancellation of the capital redemption reserve of the company following the tender offer and share buyback program undertaken in 2024. This resolution is subject to the confirmation from the High Court. I will now put the resolution to the vote. Please tick the appropriate box. The resolution is now -- sorry, the poll is now closed. That concludes the formal part of the meeting. So thanks, everybody, for your patience.

As explained in the notice of the meeting, we will only be taking questions today from those shareholders present in person. However, shareholders were invited to send in questions by e-mail in advance of the meeting. We've not actually received any questions by e-mail in advance of today's meeting. And so now we want to open up questions to shareholders, who are present in the room. So the shareholders wish to ask questions and I open it up to the room.

[indiscernible]

Anybody wants to take that? So when we sell the operating business, as we fully expect, what will be left is the PLC, which is the shell containing a certain amount of cash. What to do with that shell is up to the shareholders to determine at that time.

So basically, you're selling everything?

We're selling the operating business. We're not selling the PLC.

Does that answer your question?

Yes.

Anybody else want to ask any questions?

What do you see as the prospects over the next 12 months and the next 3 years?

Maybe I'll take that. So as we discussed with shareholders in previous shareholder meetings, especially in the annual results back in the fourth quarter of last year, my charter is a dual track. One track is the commercial development of the company and another track is evaluating strategic options for the company in the future to likely change the ownership from the public listing to another form of ownership. The progress on those 2 tracks will be made in parallel. On the commercial track, in the next 12 months, I expect to see substantial amount of commercial developments, which are now in the works, which we will be announcing as soon as we are ready. And this will take the form of various press releases and other joint statements with our partners around the globe as we form those relationships. And in 3 years, we fully expect to be completely profitable, self-funding company in the business of Quantum Dots, which is the main operating business of the company. On the strategic options track, in 1 year, I expect that under normal circumstances, we will arrive at the transaction. Exact timing of that, exact nature of the transaction is to be determined because obviously, a variety of options present themselves, and we will select the highest value option for the shareholders. I fully expect this to happen within the next 12 months, 3 years from now, I mean, who knows? It depends on the new form of ownership, which we will be entered. Did I answer that? I mean it was a rather broad question, sorry.

Yes, it was. And if the highest value options to continue as you are developing the markets, commercial success, you take that option?

I'm not sure in what that option will present itself, right? We expect people to offer certain value for the operating business. If they offer anything, I don't know how to -- how that last option would become the highest value. It basically means that nobody wants to be for the company. I think that's a highly unlikely outcome.

Okay. Any other questions? Okay. So that concludes the business of the meeting. I thank everybody for your interest and attendance in person and virtually. I think people have given the poll cards to Nevilles. The final results of the meeting will be announced to the market through our regulatory information service and posted on our website as soon as practical. So I now declare the formal part of the meeting closed. And obviously, we're here in person if people want to have informal chats and there's coffee and tea outside, okay? So hand over back.