12th Jan 2006 07:02
DDD Group PLC12 January 2006 The information contained herein is restricted and is not for release ordistribution in the United States of America, Australia, Canada or Japan or to aUS person or to residents or citizens of Australia, Canada or Japan. DDD Group plc Placing, appointment of non-executive Director and grant of options 12 January 2006 Introduction DDD Group plc ("DDD" or the "Company") announces that it has today entered intoan agreement, conditional (inter alia) upon shareholder approval and admission,to place 11,500,000 new ordinary shares of 10 pence each ("New Ordinary Shares")at 11 pence per share (the "Placing Price") to raise £1,265,000 before expensesand to place up to 8,669,272 existing ordinary shares of 10 pence each ("SaleShares") which are beneficially owned by, and are being sold by, funds managedby the Elliott Management Corporation group ("Elliott") (together the "PlacingShares") (the "Placing"). The Board is also pleased to announce that Hans Snook, the Chairman ofMonsterMob Group PLC ("MonsterMob") and the founder and former Chief Executiveof Orange, has joined the Board of DDD as a non-executive director, isparticipating in the Placing and has been granted 250,000 options over ordinaryshares of 10 pence each in the Company. The Placing Firm commitments have been received from placees in respect of the 11,500,000New Ordinary Shares to be issued by the Company and 5,808,410 of the SaleShares. The Company has been informed that discussions are taking place which may resultin Elliott selling up to an additional 2,860,862 Sale Shares at the PlacingPrice pursuant to the Placing. The New Ordinary Shares represent approximately 24.7% of the Company's existingissued share capital, and will rank pari passu in all respects with all otherexisting issued DDD ordinary shares. The Placing is subject to the approval of DDD's shareholders at an ExtraordinaryGeneral Meeting ("EGM") expected to be held in February 2006. A circular willshortly be despatched to DDD shareholders which will convene the EGM at whichauthority will be sought from the shareholders of the Company to enable it(inter alia) to allot the New Ordinary Shares at 11p per Ordinary Share, an 8.3%discount to the closing mid market price of 12p on 11 January 2006 (being thelatest practicable date before this announcement) for an aggregate subscriptionprice of £1,265,000. Application will be made for the New Ordinary Shares to beadmitted to AIM following approval at the EGM. It is expected that admissionwill take place on or around 17 February 2006. The net proceeds from the issue of the New Ordinary Shares of approximately£1.2m will allow the Company to continue to develop its business activities witha particular focus on existing software and content licensing projects and theexpansion of DDD's product range to address the growing number of 3D platformsincluding mobile telephones, television and digital cinema. Following completion of the Placing and assuming 5,808,410 Sale Shares are soldpursuant to the Placing, Elliott will hold 4,161,188 shares in the Company,representing approximately 7.2% of the issued share capital as enlarged by thePlacing. Elliott has also agreed that should the potential buyer of theadditional 2,860,862 Sale Shares referenced above agree to buy these additionalSale Shares prior to the date of the EGM, Elliott will sell them at the PlacingPrice pursuant to the Placing, in which case Elliott's holding following thePlacing will be 1,300,326 shares in the Company representing approximately 2.2%of the issued share capital as enlarged by the Placing. Elliott has enteredinto an orderly marketing arrangement in respect of any shares remaining afterthe implementation of the Placing and has agreed not to dispose of them prior to31 December 2006, without the consent of Bridgewell and the Company. Certain of the Directors of DDD have agreed to acquire Placing Shares as part ofthe placing arrangements. The number of shares that they have agreed to acquireand their subsequent shareholdings are set out in the table below. Director Existing shareholding Number of Placing Resultant holding % interest in the Shares to be acquired of ordinary shares enlarged share capital of DDD Christopher Yewdall 809,690 181,818 991,508 1.7%Nicholas Brigstocke 602,500 454,545 1,057,045 1.8%Hans Snook 0 1,818,182 1,818,182 3.1% Arisawa Manufacturing Co., Ltd. ("Arisawa"), currently a holder of 20.1% of theexisting issued ordinary share capital of the Company, and of which one of DDD'snon-executive directors, Dr Sanji Arisawa, is President & CEO, has agreed toparticipate in the Placing for 2,308,410 Sale Shares (which form part of the5,808,410 Sale Shares already placed firm). This will increase Arisawa'sinterest to 11,655,775 ordinary shares representing 20.1% of the enlarged issuedshare capital of DDD. Irrevocable undertakings to vote in favour of the proposed resolution requiredto effect the Placing at the forthcoming EGM have been received from all ofDDD's directors who own shares and certain of the major shareholders in DDD inrespect of 21,249,357 existing ordinary shares, representing approximately 45.6%of the existing ordinary share capital of DDD. In the event that the Placing (the only outstanding conditions of which are thepassing of the resolution at the EGM and admission of the New Ordinary Shares totrading on AIM) is not successfully completed the Company would be required toseek alternative sources of funding to maintain its viability as a goingconcern. Appointment of non-executive director The Board is delighted to announce that Hans Snook has today joined the Board asa non-executive director. As part of the placing arrangements, Hans willsubscribe for 1,818,182 Placing Shares, representing 3.1% of the enlarged issuedshare capital of the Company. Hans Snook was appointed Chairman of MonsterMob in May 2005. MonsterMob is aleading media and entertainment company which specialises in the sale of mobiletelephone entertainment content and services with operations in 20 countries andconnectivity to 38 mobile network carriers. Hans was the founder and Chief Executive of Orange. He articulated the visionof the 'wirefree future', which has driven the branding, strategy and operationof Orange. Under Hans' leadership, Orange launched on 28 April 1994 and had aprofound impact on the mobile market both in the U.K. and globally. In March1996, Orange listed on the London and NASDAQ exchanges and, in June that year,became the youngest ever company to enter the FTSE 100. Following the agreed acquisition of Orange by Mannesmann at the end of 1999,Mannesmann was acquired by Vodafone early in 2000 and, on 30 May 2000, theagreed acquisition of Orange by France Telecom was announced. Hans continued asChief Executive of the enlarged Orange Group, leading it to flotation inFebruary 2001, at which point he became Special Advisor to the Group, a rolefrom which he stepped down at the end of 2001. From 2002 until July 2005, Hanswas non-executive Chairman of Carphone Warehouse Group PLC. In accordance with Schedule 2(g) of the AIM Rules, the following information inrelation to the appointment of Hans Roger Snook (age 57) as a director of DDD isdisclosed as follows: Current directorships include MonsterMob Group PLC, Healthsmart Limited, TheIntegrated Health Consultancy Ltd. and Sensophone Limited. Directorships held in the past five years include Carphone Warehouse Group PLC,Orange Holdings (UK) Limited, Orange Limited and Orange Holdings Limited. There is no other information required to be disclosed under Schedule 2(g) ofthe AIM Rules. Grant of options In connection with Hans Snook's appointment to the board as a non-executivedirector, he has been granted 250,000 options over ordinary shares of 10 penceeach in the Company. The options, which have an exercise price of 12 pence, areexercisable in four equal instalments upon the grant date and first, second andthird anniversaries thereof. Current trading As mentioned in the announcement of the interim results on 29 September 2005,the Company's cash balance was £721,000 at 30 June 2005 and the operating lossfor the six months then ended was £588,000. In relation to the £500,000 3Dmobile telephone development agreement announced on 19 July 2005, the Companyhas invoiced and received payment for 80% of the total contract value, or£400,000, less £60,000 of foreign withholding taxes. The Memorandum of Understanding with Jamster! International Sarl ("Jamster"),which was announced on 20 July 2005, has led to the provision by Jamster, andthe conversion by DDD, of over 100 images and animations from 2D to 3D. It isexpected that the resulting 3D content library will be available from Jamster,other mobile content aggregators and directly from the mobile telephone networkoperators in conjunction with the launch of the first 3D handsets powered by theCompany's DDD Mobile(TM) content solution. Arisawa Manufacturing Co., Ltd. ("Arisawa") and DDD have begun demonstrating theTriDef(R) Vision+ 3D set top box ("Vision+"), which was announced on 18 October2005, and the large 30" 3D LCD displays developed by Arisawa's optoelectronicsdivision, to leading flat screen display manufacturers with the goal oflicensing the combined solution for mass-market 3D television. The Company is also investigating IP licensing opportunities in the 3D digitalcinema market which emerged in the U.S. in November 2005 upon the release ofChicken Little; a feature length 3D film from Walt Disney Pictures. Thecompanies pioneering this market are RealD, Dolby and Texas Instruments. Paul Kristensen, Chairman of DDD said: "It has been a great satisfaction for me to note the interest investors haveshown in participating in this placing. Following the placing, DDD will havethe working capital required to execute its current plans for 2006. I am truly delighted that Mr Hans Snook has joined the board of DDD Group plc asa non-executive director. His contribution as a board member will beinvaluable. As testified by his CV, Hans brings to DDD a vast, directly relevant experience,amplified by his wish to play an important part in transforming the visualexperience with 3D software and content, across mobile telephones, televisionand digital cinema." Enquiries: DDD Group Chris Yewdall, President and Chief Executive OfficerTel: (+1) 310-566-3340E-mail: [email protected] Mark McGowan, Chief Financial Officer Bell Pottinger Corporate & Financial Nick LambertTel: (+44) 20 7861-3232 Notes to Editors About DDD DDD, also known as Dynamic Digital Depth, is transforming the viewing experiencewith applications for glasses-free 3D displays. Its patented technologiesenable 3D viewing without glasses; simple integration of computer graphicsapplications with 3D displays; supply of 3D content through 2D to 3D conversion;and 3D transmission over existing networks. DDD is quoted on the London StockExchange's Alternative Investment Market (AIM: DDD). • A new category of flat screen LCD and plasma displays are beingdeveloped and marketed by major consumer electronics companies that providestereoscopic 3D images without the need for the viewer to wear glasses.Stereoscopic 3D images appear to have natural in and off-screen depth. 3Ddisplays have already been included with mobile telephones in Japan and indesktop PC displays and notebook computers in North America and Japan. • In 2003 and 2004, DoCoMo introduced two models of Sharp mobiletelephone that included a 3D LCD display developed by Sharp Corporation. DoCoMosold approximately 2.8 million 3D mobile telephones in Japan. • DDD's solutions provide an important bridge between conventional twodimensional (2D) applications and content and the new 3D displays. Normal 2Dpictures, video and computer graphics images are manipulated by DDD's patentedsoftware enabling them to be displayed on 3D displays without requiring thecontent to be created specially for a 3D display. DDD recently announced theability to automatically convert still photographs and DVD video to 3D withoutany pre processing of the 2D image. • DDD licenses these software applications, marketed under the TriDef(R)and DDD Mobile TM brand names, to manufacturers for inclusion with the 3Ddisplay products supplied to end users. DDD also licenses the software directlyto end users who already own 3D displays and through an international saleschannel. Sharp Corporation and DDD entered into a multi year software licensingagreement in October 2003 that allows Sharp to include a bundle of five of DDD's3D software applications with Sharp's Actius range of 3D notebook PCs sold inJapan and America. • DDD expects to license the DDD Mobile software library to additionalhandset makers who wish to include 3D LCD displays in a variety of wirelessdevices including next generation smartphones and PDAs. • DDD also intends to enter into revenue sharing agreements with mobiletelephone operators (carriers) and various content providers for the conversionand delivery of existing libraries of premium wallpaper, animations and moviemobile content to wireless subscribers. The company expects to participate in ashare of the income paid by wireless subscribers who download 3D content thathas been converted to 3D by DDD. • DDD has recently expanded the product range to allow its contentsolutions to be used on future 3D display products including consumertelevision. • DDD is currently investigating IP licensing opportunities in thedigital cinema market. More information is available at www.DDD.com. TriDef and DDD Mobile are trademarks of DDD Group plc. All other trademarksmentioned herein are the property of their respective owners. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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