Nanoco : Publication of Prospectus and Posting of Circular

THIS ANNOUNCEMENT IS RESTRICTED AND IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (THE "UNITED STATES"), CANADA, JAPAN, SOUTH AFRICA, THE REPUBLIC OF IRELAND OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is an advertisement for the purposes of the UK Prospectus Rules and not a prospectus and is not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada or Japan, the Republic of Ireland or South Africa. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information contained in the prospectus (the "Prospectus") published by Nanoco Group PLC on 31 March 2015 in connection with the admission of its ordinary shares to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange plc. The information in this document, which is in draft form, is subject to updating, completion, revision, verification and amendment. In particular, this document refers to certain events as having occurred which have not occurred but which are expected to occur prior to publication of this document and which relate to the Company

This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state, territory or other jurisdiction of the United States, and may not be offered or sold in the United States except to "qualified institutional buyers", as defined in Rule 144A under the Securities Act ("QIBs"), that are also "accredited investors", as defined in Rule 501 under the Securities Act ("Accredited Investors"), in compliance with Rule 506 of Regulation D under the Securities Act ("Regulation D") or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. All offers and sales of securities outside the United States will be made in reliance on, and in compliance with, Regulation S under the Securities Act ("Regulation S"). There is no intention to make a public offering of the securities referred to herein in the United States.

NANOCO GROUP PLC

("Nanoco" or the "Company")

Publication of Prospectus and Posting of Circular

Further to the announcement published earlier today, in connection with the proposed Placing and move to the Main Market, Nanoco confirms that its Prospectus dated 31 March 2015 (the "Prospectus") has been approved by the UKLA Listing Authority. The Prospectus relates to the proposed Placing (the "Placing") and Admission of the Company's Shares to the premium listing segment of the Official List of the UKLA Listing Authority and to trading on the main market (the "Main Market") for listed securities of the London Stock Exchange.

In addition to the Prospectus, the Company also confirms that the circular containing the notice of General Meeting (the "Circular"), has been posted to shareholders.

Both the Prospectus and the Circular will shortly be available on the Company's website ( www.nanocotechnologies.com/investor-relations) and at the offices of King Wood & Mallesons LLP at 10 Queen Street Place, London, EC4R 1BE.

The Prospectus will also be submitted to the National Storage Mechanism and will shortly be available at www.morningstar.co.uk/uk/NSM.

For further information, please contact:

Notes for editors:

About Nanoco Group plc

Nanoco is a world leader in the development and production of cadmium-free quantum dots and other nanomaterials for use in multiple applications including LCD displays, lighting, solar cells and bio-imaging. In the display market, it has an exclusive manufacturing and marketing licensing agreement with The Dow Chemical Company.

Nanoco was founded in 2001 and is headquartered in Manchester, UK. It has production facilities in Runcorn, UK, and a US subsidiary, Nanoco Inc, based in Concord, MA. Nanoco also has business development executives in Japan, Korea and Taiwan. Its technology is protected worldwide by a large and growing patent estate.

Nanoco began trading on the AIM market of the London Stock Exchange in May 2009 under the ticker symbol NANO. For further information please visit:www.nanocotechnologies.com.