30th Jun 2008 07:00
30 June 2008
DDD GROUP PLC
AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2007
DDD Group plc ("DDD" or the "Company"), the 3D software and content company, announces its results for the twelve months ended 31 December 2007.
Highlights
Financial
Turnover increased 7% to £327,000 (2006 restated: £305,000)
Loss before tax decreased 30% to £1.203 million (2006 restated: £1.728 million)
Operational
Launch of Samsung SCH-B710 3D mobile phone in July in Korea yielding licensing and royalty income.
Launch of TriDef® 3D Experience software in August, a comprehensive 3D entertainment solution for gaming and DVD video for PC and 3D TV users.
Development agreement with Arisawa Manufacturing Co., Ltd. ("Arisawa") of Japan for the TriDef® Core embedded 3D TV hardware solution for the delivery of two of three development milestones during the year.
Selection of the TriDef 3D Experience by Samsung Electronics as the 3D enabling solution for Samsung America's range of 3D Ready DLP® rear projection HDTVs. TriDef DLP 3D Starter Packs including software and 3D glasses launched online on DDD's website store in September.
US cable network broadcast in October by Cartoon Network of two twenty-minute episodes of 'Out of Jimmy's Head' and 'Fosters Home for Imaginary Friends' converted to 3D by DDD using improved, TriDef Media Creator lower cost 3D conversion software.
Post balance sheet events - highlights
Development agreement signed with Samsung Electronics to integrate DDD's TriDef 3D functions into a custom made chip for Samsung's next generation 3D HDTVs valued at £107,000.
License agreement signed with Samsung Electronics allowing Samsung to bundle the TriDef 3D Experience with Samsung's 3D accessory pack for Samsung DLP and plasma 3D HDTVs.
Hyundai 46" 3D LCD HDTV incorporating TriDef Core processor introduced into retail stores in Japan in April 2008.
Issue of £510,000 of convertible loan notes raising approximately £473,000, after expenses, on 24 April 2008.
|
Enquiries: DDD Group Chris Yewdall, President & CEO e-mail: [email protected] |
+1 310 566-3340 |
|
Brewin Dolphin Ken Fleming, Director - Corporate Finance Paul Mason, Assistant Director - Corporate Finance |
+44 (0) 141 314 8114 +44 (0) 141 314 8208 |
CHAIRMAN'S STATEMENT
Dear Shareholder,
Your Company is doing considerably better than indicated merely by the share price at the time of writing this report. In fact, 2007 has marked very substantial achievements for DDD. The future for DDD and its technologies is looking bright.
The awareness of 3D has been considerably assisted by the growth of digital 3D capable cinemas and by the release of spectacular, crowd-pulling movies such as Disney's Meet The Robinsons and Paramount's Beowulf. These movies clearly demonstrate the power of immersive 3D and prove that the general public in growing numbers is prepared to pay a premium for the exciting 3D experience. No doubt, this heightened 3D awareness will become a booster of consumer demand for 3D TV's in the home, for 3D equipped mobile phones and for 3D capable computers and computer displays.
I am pleased to note that DDD's 3D technologies are already an essential functionality built into several consumer electronics products that are available in the stores and being sold on a daily basis. Consequently, the Company's sales and income are increasing.
The main commercialisation achievements in 2007, based on DDD's unique TriDef® technology, have included the introduction of Samsung 3D mobile telephone on the Korean market, the launch of the Samsung range of 3D-ready High-definition DLP® TV's in the USA, and - throughout the year - 2D to 3D conversion services, contracted by Cartoon Network and other customers.
During 2007 it became evident to DDD that the 3D television and display markets were developing more rapidly than the 3D mobile phone market and indeed faster than anticipated. DDD has used this trend to its advantage by concluding significant commercial contracts with Samsung Electronics, one of the world's leading consumer electronics manufacturers. The value of these contracts should become self-evident as the sales volumes take off beyond the initial baseline and as DDD's TriDef® solutions get incorporated in chipsets for a whole range of plasma and LCD TV's. These will be produced and sold in much larger numbers than the 3D-ready DLP® displays. However, all of this does not mean that the mobile phone market has lost importance, only that our emphasis has shifted in line with the clear market signals.
The increased levels of revenue have enabled DDD to avoid equity dilution during the 2007 year. Rather than issuing further equity, additional working capital was raised after balance date in the form of convertible debt. The investment was made by major shareholders and three of the Company's Directors. With the conversion price set at a much higher level than the concurrent share price, this demonstrates their trust in the Company's prospects.
DDD's entire team is to be congratulated for the promising commercial achievements, but none more so than the CEO, Mr Chris Yewdall, who has done an outstanding job.
The board has kept salary expenses under close control but is conscious that the ongoing, exceptional efforts being demanded from all personnel requires additional compensation and recognition. This has been delivered in the form of an issue of share options from the Company's option pool. Although these options are non-dilutive at the current share price, the board is confident that the Company's performance will ultimately be reflected by the market, thereby making the options the genuine compensation and reward that is intended.
I commend and thank Chris Yewdall, the DDD team and my fellow Directors for their tireless dedication to DDD's success.
Yours faithfully,
Paul Kristensen
Chairman
27 June 2008
CHIEF EXECUTIVES REPORT
It is my pleasure to present this review of the operations of the Company for the financial year January to December 2007.
2007 yielded significant milestones for DDD with the introduction of the first 3D consumer products incorporating the Company's TriDef® 3D solutions. The Samsung SCH-B710 3D mobile telephone was introduced in mid 2007 in Korea and the Samsung range of DLP® 3D ready HDTVs was launched in September in the United States. The growth in license and royalty income from the new consumer products provided a stronger second half, allowing the Company to record an increase in revenues (before restatement into sterling) and an improvement in gross margins over the prior year.
DDD's expansion into the emerging 3D television market was a direct result of the actions taken in 2006 to mitigate the Company's reliance on the mobile telephone market, coupled with breakthroughs in 3D TV display technologies from leading consumer electronics companies.
2007 also marked another first when Cartoon Network, a US cable television network, broadcast a one-hour 3D Halloween special in October, produced using the Company's proprietary 2D to 3D conversion process.
In September, the Company announced the delivery of the TriDef 3D Experience, a comprehensive content solution for the first generation Samsung 3D-Ready HDTVs. Targeted at early adopters for 3D TV, the TriDef 3D Experience enables a variety of 3D entertainment experiences including PC gaming, DVD movies, high definition video and interactive online applications. Coupled with the launch of the TriDef 3D Experience, the Company introduced an online store through which customers can purchase 3D glasses for the new DLP TVs along with 3D enabling software for the latest PC video games and 3D DVD movies. PC games are the most popular online store downloads with Microsoft's Flight Simulator X, Blizzard Entertainment's World of Warcraft and Electronic Arts' Need For Speed: Carbon being the most popular.
The reception to the 3D feature on the Samsung HDTVs has been very positive, having been reviewed in trade and consumer press including Hollywood Reporter and WIRED magazine. The Samsung 3D-Ready DLP HDTVs and the TriDef 3D Experience were selected by Popular Science as one of the "100 Best of What's New" products for 2007 in the Home Entertainment category.
Consistent with the objectives that were outlined in the Interim Results announcement, the Company continued to invest in the development of its automatic 3D conversion solution and in the transformation of the TriDef Vision+™ set top box into an embedded solution for the emerging 3D TV market. This resulted in the delivery of an improved, third generation automatic 3D conversion technology in late 2007 that formed the basis for DDD's first hardware licensing agreements in the 3D TV market that were announced in early 2008.
Working closely with Arisawa Manufacturing, the TriDef Core was developed for the new Hyundai IT 46" 3D LCD HDTV. The TriDef Core integrates with the existing electronics inside the television, adding key 3D features including automatic 3D conversion and the ability to decode a variety of 3D DVD, Blu Ray® and broadcast signal formats. The Hyundai IT 46" LCD TV was launched by Japanese electronics retailer Bic Camera in April 2008, allowing Japanese consumers to purchase 3D TVs to watch the specially made 3D programming that is now available daily on the Nippon BS Broadcasting Corporation's BS-11 satellite network.
Building on Samsung's selection of the TriDef 3D Experience for their range of 3-D Ready DLP HDTVs, Samsung chose DDD's automatic 3D conversion as the basis for a new 3D TV image processing chip that is planned for Samsung's next generation 3D HDTVs, including the latest 3D-Ready plasma HDTVs that debuted at the Consumer Electronics Show in early January 2008. This development and licensing agreement was announced in February 2008.
The objective of the embedded TriDef HDTV processors is to provide a simple, easy to use 3D feature for television that is analogous to the present-day 2D television experience. Through the inclusion of a TriDef processor, the viewer simply presses the 3D button on their remote control and puts on their 3D glasses. The TV is then able to automatically convert any of their current TV content into 3D, including broadcast programming, DVD and Blu Ray movies and console games. The TriDef architecture also supports a range of 3D delivery formats, providing a flexible solution for studios and broadcasters who are expected to seek effective 3D content distribution solutions for DVD, Blu Ray and broadcast content as the market for 3D HDTVs grows.
Having been selected as Samsung's 3D solution provider, the Company is now in discussions with other leading consumer electronics manufacturers who are looking to emulate Samsung's market leadership.
While the 3D cinema market continued to grow, reaching just over 1,300 screens worldwide in early 2008, DDD elected to focus on the development of content solutions for the emerging 3D HD television market. In contrast to the requirements of the cinema market, the television market requires highly efficient, cost effective solutions.
During the year, the Company's engineers combined the capabilities of the very latest automatic conversion technologies with the post-production tools used to convert 2D content to 3D. The result is TriDef Media Creator that was used to deliver forty minutes of live action and animated broadcast 3D content for Cartoon Network, a subsidiary of Turner Broadcast Systems. The episodes were delivered cost effectively and also very efficiently, with some scenes being converted only four days before the broadcast took place.
The Company also licensed the 3D conversion tools to Asuna, its first content partner based in Japan. Asuna is actively undertaking conversion work aimed at the emerging market for 3D television in Japan and has already completed the 3D conversion of a one hour production from which DDD receives a royalty. The Company will continue to invest in the development of TriDef Media Creator with a view to licensing it to additional partners who are seeking to produce cost effective content for the 3D HDTV market.
An important transition began during 2007 as DDD played a key role in enabling the first mass markets for 3D consumer devices. The selection of the TriDef hardware and software solutions by Hyundai IT and Samsung Electronics provides DDD with a substantial lead over the competition that the Company intends to rapidly build upon. DDD's automatic 3D conversion capabilities are now acknowledged as the highest quality available and the Company is in active discussions with other prospective licensees seeking to deliver high quality, easy to use 3D consumer products.
Through the anticipated inclusion of the TriDef 3D solutions in growing numbers of 3D HDTVs, the Company expects to be in a position to promote the capabilities of the embedded TriDef 3D decoders to studios and broadcasters seeking to deliver high quality DVD, Blu Ray and broadcast programming as the installed base of 3D televisions continues to grow.
DDD's team of dedicated staff has continued to deliver market-leading solutions and develop lasting commercial relationships, allowing the Company to remain competitive in this evolving and growing market. I would like to express particular thanks to Julien Flack, DDD's Chief Technology Officer, who has guided our development team to the successful delivery of many of these latest products. As the 3D market continues to grow, DDD's goal will be to maintain our market leadership in the face of increasingly complex technical and commercial challenges.
Finally, I would like to once again thank our shareholders for their continued support during the year, and look forward to a very promising future for the 3D market and for DDD.
Chris Yewdall
Chief Executive Officer
27 June 2008
|
CONSOLIDATED INCOME STATEMENT |
||||
|
12 months to 31 Dec |
12 months to 31 Dec |
|||
|
2007 |
2006 |
|||
|
£'000 |
£'000 |
|||
|
Notes |
||||
|
Revenue |
327 |
305 |
||
|
Cost of sales |
(93) |
- |
||
|
Gross profit |
234 |
305 |
||
|
Administration expenses |
(1,606) |
(1,882) |
||
|
Other income |
1 |
158 |
- |
|
|
Share based payment |
(26) |
(169) |
||
|
Operating loss |
(1,240) |
(1,746) |
||
|
Finance income |
2 |
37 |
18 |
|
|
Loss before tax |
1 |
(1,203) |
(1,728) |
|
|
Taxation |
3 |
(17) |
(24) |
|
|
Loss for the year |
(1,220) |
(1,752) |
||
|
Loss per share |
||||
|
Basic and diluted (pence per share) |
4 |
(1.64) |
(3.06) |
|
All transactions arose from continuing operations.
|
CONSOLIDATED BALANCE SHEET |
||||
|
31 Dec |
31 Dec |
|||
|
2007 |
2006 |
|||
|
£'000 |
£'000 |
|||
|
Notes |
||||
|
Assets |
||||
|
Non-current assets |
||||
|
Property, plant and equipment |
6 |
43 |
54 |
|
|
Intangible assets |
5 |
441 |
353 |
|
|
Financial assets |
1 |
1 |
||
|
Total non-current assets |
485 |
408 |
||
|
Current assets |
||||
|
Trade and other receivables |
7 |
111 |
115 |
|
|
Inventory |
8 |
13 |
11 |
|
|
Cash and cash equivalents |
9 |
286 |
1,467 |
|
|
Total current assets |
410 |
1,593 |
||
|
Total assets |
895 |
2,001 |
||
|
Equity and liabilities |
||||
|
Capital and reserves |
||||
|
Issued capital |
12 |
7,442 |
7,442 |
|
|
Share premium |
12 |
4,612 |
4,612 |
|
|
Merger reserve |
13,279 |
13,279 |
||
|
Other reserve |
- |
85 |
||
|
Share based payment reserve |
215 |
189 |
||
|
Translation reserve |
(55) |
(76) |
||
|
Retained earnings |
(24,934) |
(23,799) |
||
|
Total equity |
559 |
1,732 |
||
|
Non-current liabilities |
||||
|
Deferred tax liabilities |
11 |
123 |
106 |
|
|
Total non-current liabilities |
123 |
106 |
||
|
Current liabilities |
||||
|
Trade and other payables |
10 |
213 |
163 |
|
|
Total current liabilities |
213 |
163 |
||
|
Total liabilities |
336 |
269 |
||
|
Total equity and liabilities |
895 |
2,001 |
|
CONSOLIDATED CASHFLOW STATEMENT |
||||
|
12 months to 31 Dec |
12 months to 31 Dec |
|||
|
2007 |
2006 |
|||
|
£'000 |
£'000 |
|||
|
Cash flows from operating activities |
||||
|
Loss for the period |
(1,220) |
(1,752) |
||
|
Finance costs in the income statement |
(37) |
(18) |
||
|
Tax in the income statement |
17 |
24 |
||
|
Depreciation of non-current assets |
32 |
36 |
||
|
Amortisation |
254 |
110 |
||
|
Gain on sale of property, plant & equipment |
- |
(1) |
||
|
Share based payments |
26 |
169 |
||
|
(Increase) in inventory |
(2) |
- |
||
|
Decrease in trade and other receivables |
4 |
75 |
||
|
Increase in trade and other payables |
50 |
53 |
||
|
Net cash used in operations |
(876) |
(1,304) |
||
|
Interest received |
37 |
18 |
||
|
Income tax paid |
(8) |
(8) |
||
|
Net cash used in operating activities |
(847) |
(1,294) |
||
|
Cash flows from investing activities |
||||
|
Interest paid |
- |
- |
||
|
Payments for property, plant and equipment |
(20) |
(9) |
||
|
Payments for intangible assets |
(342) |
(152) |
||
|
Long term deposits |
- |
- |
||
|
Sale of property plant, & equipment |
- |
1 |
||
|
Net cash used in investing activities |
(362) |
(160) |
||
|
Cash flows from financing activities |
||||
|
Proceeds from issue of equity shares |
- |
2,900 |
||
|
Issue costs |
- |
(193) |
||
|
Net cash generated by financing activities |
- |
2,707 |
||
|
Net (decrease) / increase in cash and cash equivalents |
(1,209) |
1,253 |
||
|
Exchange gains / (losses) |
28 |
(72) |
||
|
Total (decrease) / increase in cash and cash equivalents |
(1,181) |
1,181 |
||
|
Cash and cash equivalents at the start of the period |
1,467 |
286 |
||
|
Cash and cash equivalents at the end of the period |
286 |
1,467 |
1. Loss before tax
|
2007 |
2006 |
|
|
Loss before tax has been arrived at after charging (crediting): |
£'000 |
£'000 |
|
Foreign exchange gains / (losses) |
1 |
- |
|
Depreciation and amortisation: |
||
|
Depreciation of property, plant and equipment |
31 |
36 |
|
Amortisation of intangible assets |
255 |
110 |
|
Employee benefits expense: |
||
|
Employee costs |
985 |
1,139 |
|
Land and buildings held under operating leases |
||
|
Other operating leases |
127 |
117 |
|
Audit and non-audit services: |
||
|
Fees payable to the Company's auditor for the audit of the Group accounts |
55 |
53 |
|
Fees payable to the Company's auditor and its associates for other services: |
||
|
The audit of the Company's subsidiaries pursuant to legislation |
4 |
1 |
|
Tax services |
12 |
26 |
|
Other services pursuant to legislation |
2 |
1 |
During the year the Group's Australian subsidiary received a refund of research and development expenditures from the Australian Government amounting to £151,000 (2006: £146,000).
2. Finance income
|
2007 |
2006 |
|
|
£'000 |
£'000 |
|
|
Interest |
37 |
18 |
|
37 |
18 |
3. Income tax expense
|
2007 |
2006 |
|
|
£'000 |
£'000 |
|
|
Current Tax: |
||
|
Corporation tax on loss for the year |
8 |
8 |
|
Overseas tax |
- |
- |
|
Adjustment in respect of previous periods |
- |
- |
|
Total current tax |
8 |
8 |
|
Deferred Tax: |
||
|
Origination and reversal of timing differences |
||
|
-current period |
26 |
16 |
|
-attributable to the reduction in the rate of domestic income tax |
(9) |
- |
|
Total income tax on loss for the year |
17 |
24 |
The tax assessed for the period differs from the standard rate of corporation tax as applied in the respective trading domains where the Group operates. The tax charge on ordinary activities is explained below:
|
2007 |
2006 |
|
|
£'000 |
£'000 |
|
|
Loss for the period before tax |
(1,203) |
(1,728) |
|
Loss for period multiplied by the respective standard rate of corporation tax applicable in each domain (28% 2007, 30% 2006). |
(337) |
(518) |
|
Effects of: |
||
|
Higher foreign tax rates |
(1) |
(28) |
|
Expenses not deductible for tax purposes |
42 |
11 |
|
Tax losses carried forward |
317 |
503 |
|
Other timing differences |
(30) |
24 |
|
Foreign withholding tax |
(8) |
(8) |
|
Total income tax on loss for the year |
(17) |
(16) |
There are substantial unrelieved tax losses of £20,749,000 (2006: £19,179,000) across the Group companies as set out below:
|
USA |
UK |
Canada |
Australia |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
At 31 December 2007 |
|||||
|
Unrelieved tax loss |
7,783 |
1,492 |
1,510 |
9,964 |
20,749 |
|
Local rate of tax |
34% |
28% |
30% |
30% |
n/a |
|
Unprovided potential deferred tax asset |
2,646 |
418 |
453 |
2,989 |
6,506 |
|
At 31 December 2006 |
|||||
|
Unrelieved tax loss |
7,494 |
1,231 |
1,415 |
9,039 |
19,179 |
|
Local rate of tax |
34% |
30% |
30% |
30% |
n/a |
|
Unprovided potential deferred tax asset |
2,548 |
369 |
424 |
2,712 |
6,053 |
At 31 December 2007, the availability to offset unrelieved tax losses against future taxable trading profits may be subject to restrictions in the respective tax jurisdictions. The potential deferred tax asset of £6,506,000 (2006: £6,053,000) has not been recognised due to the uncertainty of the timing and recoverability of the asset. The asset will be recovered in line with future profits.
4. Loss per share
|
2007 |
2006 |
|
|
£'000 |
£'000 |
|
|
Loss for the year attributable to equity shareholders |
(1,220) |
(1,752) |
|
Loss per share |
||
|
Basic & diluted (pence per share) |
(1.64) |
(3.06) |
|
Shares |
Shares |
|
|
Issued ordinary shares at start of the period |
74,416,547 |
46,566,547 |
|
Ordinary shares issued in the period |
- |
27,850,000 |
|
Issued ordinary shares at end of the period |
74,416,547 |
74,416,547 |
|
Weighted average number of shares in issue for the period. |
74,416,547 |
57,315,680 |
The diluted loss per share does not differ from the basic loss per share as the exercise of share options would have the effect of reducing the loss per share and is therefore not dilutive under the terms of IAS 33.
5. Intangible assets
|
Capitalised development costs |
Patents |
Total |
|
|
£'000 |
£'000 |
£'000 |
|
|
Cost |
|||
|
At January 1 2006 |
301 |
192 |
493 |
|
Additions |
153 |
- |
153 |
|
At 31 December 2006 |
454 |
192 |
646 |
|
Additions |
342 |
- |
342 |
|
At 31 December 2007 |
796 |
192 |
988 |
|
Amortisation |
|||
|
At January 1 2006 |
- |
182 |
182 |
|
Charge for the year |
101 |
10 |
111 |
|
At 31 December 2006 |
101 |
192 |
293 |
|
Charge for the year |
254 |
- |
254 |
|
At 31 December 2007 |
355 |
192 |
547 |
|
Net book value |
|||
|
At January 1 2006 |
301 |
10 |
311 |
|
At 31 December 2006 |
353 |
- |
353 |
|
At 31 December 2007 |
441 |
- |
441 |
6. Property, plant and equipment
|
Leasehold improvements |
Furniture fittings and equipment |
Total |
|
|
£'000 |
£'000 |
£'000 |
|
|
Cost or valuation |
|||
|
At 1 January 2006 |
12 |
430 |
442 |
|
Additions |
9 |
9 |
|
|
Disposals |
(172) |
(172) |
|
|
Exchange rate differences |
(24) |
(24) |
|
|
At 31 December 2006 |
12 |
243 |
255 |
|
Additions |
20 |
20 |
|
|
Disposals |
|||
|
Exchange rate differences |
1 |
(2) |
(1) |
|
At 31 December 2007 |
13 |
261 |
274 |
|
Depreciation |
|||
|
At 1 January 2006 |
7 |
350 |
357 |
|
Provided in the year |
2 |
34 |
36 |
|
Disposals |
- |
(172) |
(172) |
|
Exchange rate differences |
(2) |
(18) |
(20) |
|
At 31 December 2006 |
7 |
194 |
201 |
|
Provided in the year |
1 |
31 |
32 |
|
Disposals |
|||
|
Exchange rate differences |
1 |
(3) |
(2) |
|
At 31 December 2007 |
9 |
222 |
231 |
|
Net book value |
|||
|
At 1 January 2006 |
5 |
80 |
85 |
|
At 31 December 2006 |
5 |
49 |
54 |
|
At 31 December 2007 |
4 |
39 |
43 |
7. Trade and other receivables
|
2007 |
2006 |
|
|
£'000 |
£'000 |
|
|
Trade receivables |
79 |
82 |
|
Restricted cash |
- |
1 |
|
Prepayments |
21 |
22 |
|
Other receivables |
11 |
10 |
|
111 |
115 |
The following financial assets are aged as follows:
|
2007 |
2006 |
|
|
£'000 |
£'000 |
|
|
Trade receivables |
||
|
Not more than 3 months |
76 |
30 |
|
More than 3 months but not more than 6 months |
2 |
1 |
|
More than 6 months but not more than 1 year |
1 |
1 |
|
More than one year |
- |
- |
|
79 |
32 |
|
No receivables are currently judged to be impaired and therefore there are no allowance account balances.
8. Inventory
|
2007 |
2006 |
|
|
£'000 |
£'000 |
|
|
Finished goods |
13 |
11 |
9. Cash and cash equivalents
|
2007 |
2006 |
|
|
£'000 |
£'000 |
|
|
Cash at bank and in hand |
286 |
1,467 |
10. Trade and other payables
|
2007 |
2006 |
|
|
£'000 |
£'000 |
|
|
Non-current liabilities |
||
|
Deferred tax liabilities |
123 |
106 |
|
Current liabilities |
||
|
Trade payables |
44 |
5 |
|
Accrued expenses |
169 |
158 |
|
213 |
163 |
11. Deferred tax
|
2007 |
2006 |
|
|
£'000 |
£'000 |
|
|
1 January |
106 |
90 |
|
Timing differences |
26 |
16 |
|
Change in income tax rate on deferred tax |
(9) |
- |
|
31 December |
123 |
106 |
12. Issued share capital
|
Shares |
Nominal |
Premium |
Total |
|
|
Value (10p) |
net of costs |
|||
|
£'000 |
£'000 |
£'000 |
||
|
In issue 1 January 2006 |
46,566,547 |
4,657 |
4,690 |
9,347 |
|
Issue 17 February |
11,500,000 |
1,150 |
32 |
1,182 |
|
Option exercise 10 March |
50,000 |
5 |
- |
9 |
|
Issue 12 December |
16,300,000 |
1,630 |
(110) |
1,520 |
|
31 December 2006 |
74,416,547 |
7,442 |
4,612 |
12,054 |
|
31 December 2007 |
74,416,547 |
7,442 |
4,612 |
12,054 |
There have been no share issues during the period and no options have been exercised.
Events after the balance sheet date
On April 23rd, 2008, the Company announced that it had raised £510,000 through the issue of Convertible Loan Notes ("Notes") to certain Directors of the Group and to Arisawa pursuant to the existing authorities granted to the board of Directors. The Notes have an annual interest rate of 8%. The Notes can be converted by the holders into ordinary shares of 10 pence each in the capital of the Company ("Shares") at a conversion price of 10 pence nominal amount of Notes per Share. The Company has the option to redeem the Notes at any time at a 5% premium to their nominal value plus accrued interest. Any Notes outstanding on 17 April 2010 will at the option of the Company be repaid in cash or settled by the issue of Shares at the conversion price; in both cases accrued interest will be payable in cash.
Arisawa, currently a holder of 28.64% of the existing issued ordinary share capital of the Group acquired £425,000 of the Notes (the "Transaction"). Upon full conversion, this would increase Arisawa's current interest to 25,564,807 ordinary shares representing 32.13% of the enlarged issued ordinary share capital of the Group (assuming full conversion of all the Notes).
The Transaction is a related party transaction for the purpose of AIM rule 13, Arisawa and certain Directors being related parties within the meaning of the AIM rules. The Directors of the Company, other than Messrs. Yewdall, Littlefield and Snook and Dr Sanji Arisawa, consider, having consulted with the Company's nominated adviser, that the terms of the Transaction are fair and reasonable insofar as the shareholders are concerned.
In view of the potential for the transaction to result in Arisawa's future ownership of more than 30% of the issued shares of the Company that would require Arisawa to tender an offer for the outstanding shares of the Company, the Company's nominated adviser has discussed whether Rule 9 of the Takeover Code applies to the Company with the Takeover Panel. The Takeover Panel has confirmed to the Company's nominated advisor that the Company is not subject to the Takeover Code (including Rule 9) since the Company's central management and control is based outside the United Kingdom.
NOTE TO THE ANNOUNCEMENT
The financial information set out in this announcement does not constitute statutory accounts as defined in Section 240 of the Companies Act 1985.
This announcement includes extracts from the audited statutory accounts for the year to 31 December 2007. The comparative figures relating to the year to 31 December 2006 are taken from the audited statutory accounts for that year.
END
Related Shares:
DDD.L