9th Jul 2009 10:33
The information contained herein is restricted and is not for release or distribution in the United States of America, Australia, Canada or Japan or to a US person or to residents or citizens of Australia, Canada orJapan or any other jurisdiction in which the same would be unlawful.
DDD Group plc
Placing of and Subscription for Shares
DDD Group plc ("DDD" or the "Company") announces that it has entered into agreements to issue, in aggregate, up to 20,000,000 new ordinary shares of 1 pence each ("New Shares") at a price of 8.5 pence per share ("Issue Price") to raise up to £1,700,000 before expenses (the "Placing and Subscription"). The Issue Price represents a 13% premium to the closing mid market price of 7.5 pence per share on 8th July 2009 (being the latest practicable date before this announcement).
The expected net proceeds of the Placing and Subscription of approximately £1.625 million will allow the Company to continue to develop its business activities with its existing strategic partners, to accelerate new business generation and other development activities and to focus on existing software and hardware licensing opportunities to address the growing number of 3-D consumer devices.
Brewin Dolphin has entered into a Placing Agreement with the Company under which Brewin Dolphin has agreed to use its reasonable endeavours to facilitate the placing of up to 15,576,678 New Shares in aggregate with institutional investors, together with Hans Snook and Nicholas Brigstocke (Directors of DDD), and Nigel Wray (an existing significant shareholder). Separately, Arisawa Manufacturing and Wistron Corporation (strategic commercial partners of the Company and existing substantial shareholders) have agreed to subscribe for 4,423,322 new shares in aggregate at the Issue Price under the terms of a Subscription Agreement entered into between them and the Company. The Placing Agreement is conditional upon, inter alia, admission taking place and there being no material breach by the Company of the terms of the Placing Agreement prior to admission.
Following the issue of the New Shares, it is expected that the Company's existing issued share capital will increase by 22.01% from 90,858,172 ordinary shares to 110,858,172 ordinary shares. In accordance with the requirements of the Disclosure and Transparency Rules, it is expected that DDD's issued share capital as at 16th July 2009 (the expected date of admission) will consist of 110,858,172 ordinary shares with a nominal value of £0.01 each, with voting rights. DDD does not hold any ordinary shares in Treasury; therefore, it is expected that the total number of voting rights in DDD will be 110,858,172. Subject to further announcement, it is expected that 110,858,172 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. A further announcement will be made once firm and binding commitments have been received from all placees.
Application for the New Shares to be admitted to AIM has been submitted to the London Stock Exchange, and it is expected that admission will take place on or around 16 July 2009. The New Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing ordinary shares in the Company, including the right to receive all dividends and other distributions declared or paid thereon following Admission.
The table below sets out the effect of the Placing and Subscription (assuming it becomes unconditional, the maximum number of shares are issued and the admission takes place) on those Directors and significant and substantial shareholders who are subscribing for New Shares in the Placing and Subscription:
|
Directors*, Significant and Substantial Shareholders |
Existing shareholding |
% interest in the share capital of DDD prior to the Placing and Subscription |
Number of New Shares acquired |
Resultant holding following the Placing and Subscription |
% interest in the enlarged share capital of DDD following the Placing and Subscription |
|
Arisawa Manufacturing Co., Ltd. |
21,314,807 |
23.46% |
1,638,316 |
22,953,123 |
20.70% |
|
Wistron Corporation |
12,652,025 |
13.93% |
2,785,006 |
15,437,031 |
13.93% |
|
Nigel Wray |
5,334,418 |
5.87% |
1,174,230 |
6,508,648 |
5.87% |
|
Hans Snook* |
2,300,302 |
2.53% |
506,350 |
2,806,652 |
2.53% |
|
Nick Brigstocke* |
1,104,545 |
1.22% |
300,000 |
1,404,545 |
1.27% |
* indicates a Director of the Company.
Commenting on the Placing, Paul Kristensen, Chairman of DDD said:
"We are delighted to be able to announce a successful capital raising to further strengthen the financial resources of the Company as we move towards operating cash break-even. Our ability to complete this exercise at a small premium to the prevailing share price, the involvement of a number of leading UK institutional investors and the continuing support of our existing strategic commercial partners together represent a significant endorsement of DDD's business plan and its long-term growth prospects."
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 performance 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 is 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, in desktop PC displays and notebook computers in North America and Japan and in HDTVs 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 January 2009 Wistron and DDD signed a memorandum of understanding (MoU) with Wistron Corporation in relation to the licensing by DDD of its range of TriDef 3-D solutions to Wistron and an equity investment by Wistron in DDD. DDD and Wistron intend to enter into five-year licence agreements, whereby DDD will receive licence fees relating to the use of DDD's TriDef software and hardware technologies by Wistron in various markets. |
|
* |
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 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.
Brewin Dolphin Limited ("Brewin Dolphin") is acting as nominated adviser to the Company for the purpose of the AIM Rules. Brewin Dolphin, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company in relation to the placing. Brewin Dolphin is not acting for any other person in connection with the matters referred to in this announcement and they will not be responsible to anyone other than the Company for providing the protections afforded to clients of Brewin Dolphin or for giving advice in relation to the matters referred to in this announcement.
This announcement has been issued by the Company and is the sole responsibility of the Company.
This announcement does not constitute a prospectus relating to the Company and has not been approved by the UK Listing Authority, nor does it constitute or form any part of any offer or invitation to purchase, sell or subscribe for, or any solicitation of any such offer to purchase, sell or subscribe for, any securities in the Company under any circumstances, and in any jurisdiction, in which such offer or solicitation is unlawful. Accordingly, copies of this announcement, including the appendix, are not being and must not be mailed or otherwise distributed or sent in or into or from the United States of America, Australia, Canada or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, any United States, Australian Canadian or Japanese person and any person receiving this announcement, (including, without limitation, custodians, nominees and trustees) must not distribute or send it, in whole or in part, in or into or from the United States of America, Australia, Canada or Japan or elsewhere where to do so would be unlawful.
Related Shares:
DDD.L