Director/PDMR Shareholding
Nil-cost options granted to executive directors and staff under LTIP and DBP schemes.
- LTIP options granted to CEO 2,255,220
- DBP options granted to CEO 577,736
- LTIP options granted to CTO 1,604,897
- DBP options granted to CTO 424,667
- LTIP options granted to CFO 1,148,112
- DBP options granted to CFO 294,894
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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.
Notification of Dealing Forms
| 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 |
| a) | Type of instrument Identification code | ORDINARY SHARES OF 1O PENCE EACH |
| 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 |
| 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 |
| a) | Type of instrument Identification code | ORDINARY SHARES OF 1O PENCE EACH |
| 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 | ||
| 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 |
| a) | Type of instrument Identification code | ORDINARY SHARES OF 1O PENCE EACH |
| 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 |
| 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 |
| a) | Type of instrument Identification code | ORDINARY SHARES OF 1O PENCE EACH |
| 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 | ||
| 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 |
| a) | Type of instrument Identification code | ORDINARY SHARES OF 1O PENCE EACH |
| 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 |
| 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 |
| a) | Type of instrument Identification code | ORDINARY SHARES OF 1O PENCE EACH |
| 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 |
= END =
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