Independent shareholder advisory proxy services Glass Lewis and Institutional Shareholder Services have both recommended that shareholders vote against the resolutions of a group of rebel shareholders who are seeking to remove the board of Cheshire nanotech firm Nanoco.
The recommendations come ahead of an emergency general meeting scheduled to take place on August 14, following recquisition by the rebels, who are led by Tariq Hamoodi and hold around 10 per cent of total shares between them.
The two proxy services advise against the removal of the current board, and also both go on to further advise shareholders to vote against the rebels’ proposed replacement board members for the company.
The current board added: “The Board is firmly of the view that the changes proposed by Mr Hamoodi are not in the best interests of the Company or its shareholders for the following reasons:
- Nanoco is at an exciting inflection point, with the Samsung litigation proceeds fully underpinning our transition from an R&D first mover to a leading producer of next-generation QD materials in the short term
- The Requisitionists continue to fail to present a clear, coherent and credible strategy
- Delivering shareholder value needs an experienced and qualified board – none of the Requisitionists’ nominee directors have ever served on the Board of a UK public company
- The Board changes proposed by the Requisitionists in effect would represent a total change of control of Nanoco with no takeover premium being paid – a backdoor takeover attempt
- The Requisitionists’ proposals will destroy the significant potential value in Nanoco’s organic business, risk turning the Company into a highly speculative litigation shell, and will result in an exodus of key talent from the business, including Dr Nigel Pickett, the Group’s co-founder and Chief Technology Officer
- Mr Hamoodi’s unfounded allegations create a false narrative that misleads Nanoco shareholders”
The board has also strongly strongly encouraged any shareholders who are unable to attend the AGM to vote by proxy, with proxy appointments required to notified by 11am on August 10, and that all Shareholders, regardless of whether or not they intend to attend the General Meeting in person, to submit their votes via proxy as early as possible.
All proxy appointments should be received by no later than 11AM on August 2023, while members of the CREST proxy service should vote electronically through the CREST electronic proxy appointment service.