5th Jan 2009 10:07
DDD Group plc
Placing and Related Party Transaction
DDD Group plc ("DDD" or the "Company") announces that on December 31st 2008 it placed 16,441,625 ordinary shares of 1 pence each in the capital of the Company ("Placing Shares") at a placing price of 3.5 pence per share raising approximately £575,457 before expenses (the "Placing") equivalent to the closing mid market price of 3.5 pence per share on 2 January 2009 (being the latest practicable date before this announcement).
The net proceeds from the Placing of approximately £545,000 will allow the Company to continue to develop its business activities with Wistron as well as to focus on existing software and hardware licensing opportunities to address the growing number of 3-D consumer devices.
The Placing Shares have been placed with Chris Yewdall and Dr Sanji Arisawa (existing Directors of DDD), Michael Stubbs (an existing shareholder) and Wistron Corporation (listed on the Taiwan Stock Exchange under symbol 3231) which has made this strategic investment at the same time as entering into a memorandum of understanding in relation to licence agreements with DDD as separately announced today. Under the terms of the agreement with Wistron Corporation, Wistron Corporation is restricted from selling its shares for the earlier of (i) a period of 2 years from the date of issue or (ii) such time as the exclusive rights to be separately licensed by DDD to Wistron Corporation to use DDD's software revert to non-exclusive rights.
Following the issue of the Placing Shares, the Company's existing issued share capital has increased by 22.1% from 74,416,547 shares to 90,858,172 shares. In accordance with the requirements of the Disclosure and Transparency Rules, DDD's issued share capital as at 7 January 2009 will consist of 90,858,172 ordinary shares with a nominal value of £0.01 each, with voting rights. DDD does not hold any ordinary shares in Treasury; therefore, the total number of voting rights in DDD is 90,858,172. 90,858,172 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, DDD under the Financial Service Authority's Disclosure and Transparency Rules.
Application for the Placing Shares to be admitted to AIM has been submitted to London Stock Exchange, and it is expected that admission will take place on or around 7 January 2009.
The table below sets out the effect of the Placing on the investors who subscribed for New Shares, together with the Company's significant and substantial shareholders:
|
Directors*, Significant and Substantial Shareholders |
Existing shareholding |
% interest in the share capital of DDD prior to the Placing |
Number of Placing Shares acquired |
Resultant holding following the Placing |
% interest in the enlarged share capital of DDD as a result of the Placing |
|
Arisawa Manufacturing Co. Ltd |
21,314,807 |
28.64% |
- |
21,314,807 |
23.46% |
|
Wistron Corporation |
- |
- |
12,652,025 |
12,652,025 |
13.93% |
|
Mr. Michael Stubbs |
9,770,000 |
13.13% |
1,714,286 |
11,484,286 |
12.64% |
|
Mr. Nigel Wray |
5,334,418 |
7.17% |
- |
5,334,418 |
5.87% |
|
JM Finn Nominees Ltd |
3,477,938 |
4.67% |
- |
3,477,938 |
3.83% |
|
Giltspur Nominees Ltd |
3,272,350 |
4.40% |
- |
3,272,350 |
3.60% |
|
Hans Roger Snook* |
2,300,302 |
3.09% |
- |
2,300,302 |
2.53% |
|
Dr. Sanji Arisawa* |
- |
- |
1,689,200 |
1,689,200 |
1.86% |
|
Christopher Yewdall* |
991,508 |
1.33% |
386,114 |
1,377,622 |
1.52% |
Related Party Transaction
As two of the Directors of DDD (Mr. Christopher Yewdall and Dr. Sanji Arisawa) and a substantial shareholder in DDD (Mr. Michael Stubbs) have subscribed for Placing Shares, the Transaction is a related party transaction for the purpose of AIM Rule 13. In this regard, having consulted with the Company's nominated adviser, Brewin Dolphin, the Directors of the Company, other than Dr. Sanji Arisawa and Mr. Christopher Yewdall, consider that the terms of the Transaction are fair and reasonable insofar as the shareholders of DDD are concerned.
Commenting on the Placing, Paul Kristensen, Chairman of DDD said:
"It is a pleasure to welcome Wistron Corporation as a strategic investor in this placing and I am particularly appreciative of the support received from our existing large shareholder and Directors.
Despite this year's economic challenges, the Company made solid progress in the deployment of the TriDef 3-D software and hardware products yielding consistent growth in licensing revenues in our primary consumer markets.
The separate memorandum of understanding in relation to five-year licensing agreements announced today with Wistron provides the Company with a strong base from which to build the revenues for 2009 and beyond."
Enquiries:
|
DDD Group Chris Yewdall, President & CEO e-mail: [email protected]
|
+1 310 566-3340 |
|
Brewin Dolphin Sandy Fraser, Managing Director - Corporate Finance |
+44 (0)131 529 0272 |
|
Paul Mason, Assistant Director - Corporate Finance |
+44 (0) 141 314 8208 |
Past perfomance of the shares cannot be relied on as a guide to future performance.
NOTES TO EDITORS
About DDD
DDD, also known as Dynamic Digital Depth, is transforming the viewing experience with applications for 3D displays. Its patented technologies enable 3D viewing with and without glasses; simple integration of computer games applications with 3D displays; supply of 3D content through 2D to 3D conversion; and 3D transmission over existing networks. DDD's shares are quoted on the London Stock Exchange's AIM Market (AIM: DDD).
Background
|
* |
A new category of flat screen LCD and plasma displays are being developed and marketed by major consumer electronics companies that provide stereoscopic 3D images both with and without the need for the viewer to wear glasses. Stereoscopic 3D images appear to have natural in and off-screen depth. 3D displays have already been included in mobile phones in Japan and Korea and in desktop PC displays and notebook computers in North America and Japan. |
|
* |
DDD's solutions provide an important bridge between conventional two-dimensional (2D) software applications and content and the new 3D displays. Normal 2D pictures, video and computer graphics images are manipulated by DDD's patented software enabling them to be displayed on 3D displays without requiring the content to be created specially for a 3D display. DDD's solutions also enable automatic conversion of virtually any media from 2D to 3D without any pre-processing of the 2D image. |
|
* |
DDD licenses these software applications, marketed under the TriDef® and DDD Mobile™ brand names, to consumer electronics manufacturers for inclusion with the 3D display products supplied to their end users. DDD also licenses its software directly to end users who already own 3D displays and through an international sales channel. DDD's customers include Sharp Corporation, Samsung, Wistron Corporation and Arisawa Manufacturing Company. |
|
* |
In August 2008 DDD extended the agreement with Hyundai IT to develop the embedded 3-D HDTV processor for the Hyundai IT 32" 3-D LCD TV that is used with the BS11 3-D television TV network available in Japan. |
|
* |
In February 2008 Samsung and DDD entered into an development and license agreement to integrate DDD's TriDef 3D real time 2D to 3D conversion solution and 3D image processing architecture in a custom 3D image processing chip that will form the basis of Samsung's next generation 3D HDTVs. |
|
* |
In February 2008 Samsung and DDD entered into an agreement to supply DDD's TriDef 3D Experience software solution as part of Samsung's 3-D accessory pack for their range of 3-D ready plasma and DLP rear projection HDTVs. |
|
* |
In February 2008 DDD delivered the first embedded 3-D HDTV processor for the Hyundai IT 46" 3-D LCD TV that is based on Arisawa Manufacturing's X-Pol 3-D materials. The TriDef Core processor decodes the 3-D television signal being broadcast to consumers in Japan on the BS11 TV network as well as converting high definition 2-D content to 3-D automatically. |
|
* |
In September 2007 Samsung launched a range of 3-D Ready DLP® rear projection HDTVs in North America. DDD's TriDef 3D Experience software solution enables a range of popular entertainment to be enjoyed in 3-D and is available in various accessory packs including 3-D glasses. The 3-D accessory packs are available online from DDD.com and other retail and distribution channels. DDD also supplies software that allows popular PC games to be played in 3-D on the new HDTVs. |
|
* |
In July 2007 Samsung released the SCH-B710 'glasses-free' 3D mobile telephone in South Korea. DDD entered into a development and license agreement with Samsung Electronics allowing Samsung to include DDD's 3D mobile telephone software solution in Samsung's SCH-B710 3D mobile telephone. The license agreement yields a royalty to DDD for each handset manufactured. Samsung renewed its exclusive rights for DDD's real time 2D to 3D conversion capabilities for use on 3D mobile phones in Korea in October 2006. |
More information is available at www.DDD.com.
Trademarks:
DLP is a registered trademark of Texas Instruments. TriDef and DDD Mobile are trademarks of DDD Group plc. All other trademarks are the property of their respective owners.
This announcement shall not constitute or form any part of any offer or invitation to subscribe for, underwrite or otherwise acquire, or any solicitation of any offer to purchase or subscribe for, securities including in the United States.
This announcement does not constitute an offer of securities for sale in the United States of America. Neither this announcement nor any copy of it may be taken or distributed into the United States of America or distributed or published, directly or indirectly, in the United States of America. Any failure to comply with this restriction may constitute a violation of US securities law. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to or for the benefit of US persons unless they are registered under the Securities Act or pursuant to an available exemption therefrom. No public offering of securities is being made in the United States.
Related Shares:
DDD.L