TIDM3DD
RNS Number : 1090O
3D Diagnostic Imaging PLC
08 October 2012
7am on 8 October 2012
3D Diagnostic Imaging plc
("3D" or "the Company")
Proposed disposal of CarieScan Limited
Proposed adoption of the Investing Policy
Subscription for 380,000,000 new Ordinary Shares at 0.03p per
Subscription Share
Proposed change of Company's name to 3D Resources plc
(together, the "Proposals")
The board of 3D announces that on 5 October 2012 it entered into
conditional agreements for the proposed disposal of CarieScan
Limited ("CarieScan") to 3D Diagnostic Imaging Limited, a newly
incorporated company formed for the purposes of the Disposal and to
be owned by the current Shareholders of 3D, for a nominal
consideration of GBP1 (the "Disposal"). CarieScan comprises the
Company's entire existing trading businesses and assets.
The Disposal is subject to Shareholder approval since it
constitutes a fundamental change of business for the Company under
Rule 15 of the AIM Rules. The Disposal will also result in 3D
becoming an investing company, within the meaning of the AIM Rules,
and the Company therefore proposes to adopt an investing policy
(the "Investing Policy"). Further details of the Investing Policy
are set out below.
An extraordinary general meeting is to be held at the offices of
the Company's solicitors, Marriott Harrison, Staple Court, 11
Staple Inn Buildings, London, WC1V 7QH on 24 October 2012 at 11
a.m. (the "Extraordinary General Meeting" or "EGM") to, inter alia,
seek consent of 3D's shareholders to the Disposal and the adoption
of the Investing Policy.
3D also announces the conditional subscription for 380,000,000
new ordinary shares of 0.1 pence each in the capital of the Company
at 0.03 pence each (the "Subscription Shares"), to raise gross
proceeds of GBP114,000 (the "Subscription"). Of the sum raised,
GBP100,000 will be injected in cash into CarieScan.The Subscription
Shares have been conditionally placed with new investors. The
Subscription is conditional, inter alia, upon the passing of a
resolution, inter alia, to approve the Disposal and the allotment
of the Subscription Shares to be proposed at the Extraordinary
General Meeting (the "Resolution").
Upon the passing of the Resolution Donald Strang and Hamish
Harris will join the board of 3D in the roles of Non-Executive
Chairman and Non-Executive Director respectively. David Snow and
Graham Lay will step down from the board of 3D and Oliver Cooke
will remain on the board as a non-executive director.
The Company is also proposing to change its name to "3D
Resources plc" in order to reflect the Investing Policy and the
proposed change in the Company's business to one of investment in
the natural resources sector.
A document in relation to the Proposals (the "Document") was
posted to 3D's shareholders on 5 October 2012, together with a
notice convening the Extraordinary General Meeting. The Document
will also shortly be made available on the Company's website,
www.3ddiagnosticimaging.com.
The purpose of the Document is to provide background on and set
out the reasons for the Proposals, to explain why the directors of
3D consider the Proposals to be in the best interests of the
Company and its shareholders as a whole and to set out the
Resolution to be considered at the Extraordinary General
Meeting.
Set out below are edited extracts from the text of the letter
from David Snow (Interim Non-Executive Chairman of 3D), which is
included in the Document.
For further information, please contact:
3D Diagnostic Imaging plc
Graham Lay, CEO
Oliver Cooke, CFO +44 (0) 1382 560 910
Allenby Capital Limited
(Nominated Adviser and Broker)
Nick Naylor/Nick Athanas +44 (0) 203 328 5656
EDITED EXTRACTS FROM THE DOCUMENT
All defined terms used in this announcement shall have the
meaning given to them in the Document unless otherwise defined
herein.
Introduction
In August 2012 the Board announced its intention to delist the
Company from AIM as they no longer felt able to justify the costs
associated with remaining on AIM.
On 11 September 2012, having investigated alternative options
that might help to deliver greater value to Shareholders, the Board
announced a series of proposals which, if implemented, would result
in the Company becoming an Investing Company.
I am writing to you to advise that the Company has today entered
into conditional agreements to transfer its existing assets and
liabilities in connection with the Business to CarieScan and to
sell CarieScan to 3D Diagnostic Imaging Limited (a new incorporated
company formed for the purpose of the Disposal and to be owned by
the current Shareholders) for a nominal consideration of GBP1.
Under Rule 15 of the AIM Rules, the Disposal will constitute a
fundamental change in the business of the Company which requires
the approval of the Shareholders. Following the Disposal, it is
intended that the Company will become an Investing Company, and
Shareholders' approval of its proposed investing policy will be
sought at the EGM. Further details of the Investing Policy are set
out in the paragraph entitled "Proposed New Investing Policy"
below.
Following approval of the Investing Policy by Shareholders, the
Company will be under an obligation to make an acquisition or
acquisitions which constitute a reverse takeover under the AIM
Rules or otherwise to implement its Investing Policy, in each case
within twelve months of becoming an Investing Company, failing
which the Company's ordinary shares will be suspended from trading
on AIM. If the Company's investing policy has not been implemented
within 18 months of it becoming an Investing Company then admission
of the Company's ordinary shares to trading on AIM would be
cancelled.
The purpose of the Document is to provide you with information
about and to seek Shareholder approval for the Proposals.
Background to the Proposals
The Company's Ordinary Shares were admitted to trading on AIM on
22 November 2010. One of the principal objectives of the Company's
listing on AIM was to provide it with access to development capital
as the business grew. However, it has become apparent that in the
current market environment this objective cannot be met and as a
consequence the Board no longer feels able to justify the continued
costs associated with the admission of the Company's ordinary
shares to trading on AIM. The Board's intention had been to seek
Shareholders' approval to cancel the Company's admission to trading
on AIM, however following the investigation of various alternative
options with the potential to deliver greater value to
Shareholders, the Board resolved to pursue the proposals outlined
in this document.
Subject to approval by Shareholders at the EGM, upon Admission,
the Company will transfer all existing assets and liabilities (that
it holds in connection with the Business, together with a further
sum in cash of GBP100,000, to CarieScan and will then sell
CarieScan to the Purchaser for a nominal consideration of GBP1.
Evolve (the 100% shareholder of the Purchaser prior to completion
of the Proposals) has undertaken to the Company that it will then
within one month gift the shares in the Purchaser to the
Shareholders in such proportion as will result in their holding the
same proportion of the issued share capital of the Purchaser as
they hold in the Company on the Record Date. Following completion
of the Proposals the Company will no longer hold any operating
assets and will be an Investing Company with the risks associated
therewith.
Proposed New Investing Policy
On completion of the Proposals, the Company will have disposed
of all of its trading businesses and therefore under Rule 15 of the
AIM Rules it will be re-classified as an Investing Company and will
be required to adopt an Investing Policy, which must be approved by
Shareholders.
The Company's proposed Investing Policy is as follows:
Investing Policy
The Directors intend initially to seek to acquire a direct
and/or an indirect interest in projects and assets in the oil and
gas sector, however they will consider opportunities in the wider
natural resources sector as well as opportunities that may arise in
other sectors. The Company will focus on opportunities in Europe,
Africa and the Middle East but will consider possible opportunities
anywhere in the world.
The Company may invest by way of purchasing quoted shares in
appropriate companies, outright acquisition or by the acquisition
of assets, including the intellectual property, of a relevant
business, or by entering into partnerships or joint venture
arrangements. Such investments may result in the Company acquiring
the whole or part of a company or project (which in the case of an
investment in a company may be private or listed on a stock
exchange, and which may be pre-revenue), and such investments may
constitute a minority stake in the company or project in question.
The Company will not have a separate investment manager.
The Company may be both an active and a passive investor
depending on the nature of the individual investments. Although the
Company intends to be a medium to long-term investor, the Directors
will place no minimum or maximum limit on the length of time that
any investment may be held and therefore shorter term disposal of
any investments cannot be ruled out.
There will be no limit on the number of projects into which the
Company may invest, and the Company's financial resources may be
invested in a number of propositions or in just one investment,
which may be deemed to be a reverse takeover pursuant to Rule 14 of
the AIM Rules. The Company will carry out an appropriate due
diligence exercise on all potential investments and, where
appropriate, with professional advisers assisting as required. The
Board's principal focus will be on achieving capital growth for
Shareholders.
Investments may be in all types of assets and there will be no
investment restrictions.
The Company will require additional funding as investments are
made and new opportunities arise. The Directors may offer new
Ordinary Shares by way of consideration as well as cash, thereby
helping to preserve the Company's cash resources for working
capital. The Company may in appropriate circumstances, issue debt
securities or otherwise borrow money to complete an investment. The
Directors do not intend to acquire any cross-holdings in other
corporate entities that have an interest in the Ordinary
Shares.
Proposed Board Changes
Upon the passing of the Resolution, Mr. Donald Strang and Mr.
Hamish Harris will join the Board in the roles of Non-Executive
Chairman and Non-Executive Director respectively and Graham Lay and
I will step down from the Board. Oliver Cooke will remain on the
Board but as a non-executive director. Short biographies of Messrs
Strang and Harris are set out below.
Donald Strang
Mr. Strang is a member of the Australian Institute of Chartered
Accountants and has been in business over 20 years, holding senior
financial and management positions in both publicly listed and
private enterprises in Australia, Europe and Africa. Mr. Strang has
considerable corporate and international expertise and over the
past decade has focussed on mining and exploration activities. He
is currently an executive director of Plus Markets Group Plc and
finance director of Stellar Resources Plc.
Hamish Harris
Mr. Harris holds a Bachelor of Commerce degree and has worked in
the investment banking industry for over 15 years in Singapore,
Hong Kong and London, primarily in the area of market risk
management. He has also run a privately owned private equity
vehicle targeting acquisitions in agriculture in Eastern Europe in
the last few years and is currently a director of Plus Markets
Group plc.
Donald Ian George Layman Strang, aged 44, is or has been a
director or partner of the following companies during the previous
five years:
Current Directorships Directorships held in past five years
Plus Markets Group plc Leni Gas Oil plc
Stellar Resources plc Compania de Sedano Ltd.
Leni Trinidad Ltd.
Lonhro plc
Vatukoula Gold Mines plc
Vatukoula Gold Pty Ltd
Vatukoula Finance Pty Ltd
Vatukoula Australia Pty Ltd
Brinkley Mining plc
Western Uranium Pty Ltd.
Brinkley Mining Project 1 Ltd.
Brinkley Mining South Africa Pty Ltd.
Brinkley Africa Ltd.
Green Park Finance Ltd (dissolved)
Hamish Hamlyn Harris, aged 42, is or has been a director or
partner of the following companies during the previous five
years:
Current Directorships Directorships held in past five years
Marlin Atlantic Finance Ltd None
Plus Markets Group plc
The Subscription
The Board is pleased to advise that, subject to Shareholders'
approval of the Proposals at the forthcoming EGM, the Company has
conditionally raised GBP114,000 (before expenses) through a
subscription for 380,000,000 New Ordinary Shares at a subscription
price of 0.03p per Ordinary Share. The Subscription Price
represents a discount of approximately 73.9 per cent. to the
closing mid-market price of 0.115 pence per Ordinary Share on 5
October 2012, being the last business day prior to the announcement
of the Proposals. The Subscription Shares will represent
approximately 61.1 per cent. of the enlarged share capital. The
Subscription Price is below the par value of an Ordinary Share but
the issue of the Subscription Shares at the Subscription Price is
permitted by the Act and the Company will treat the Subscription
Shares as being fully paid up on Admission.
Pursuant to the Subscription, Donald Strang has subscribed for
40,000,000 Subscription Shares at the Subscription Price and will
be interested in 40,000,000 new Ordinary Shares representing 6.44
per cent of the enlarged share capital. In addition Hamish Harris
has subscribed for 40,000,000 Subscription Shares at the
Subscription Price and will be interested in 40,000,000 New
Ordinary Shares on Admission representing 6.44 per cent of the
enlarged share capital.
The Subscription is conditional, inter alia, upon the Resolution
being passed at the Extraordinary General Meeting and Admission
occurring on or before 8:00 a.m. on 31 December 2012.
Application will be made to the London Stock Exchange for the
Subscription Shares to be admitted to trading on AIM and dealings
are expected to commence at 8:00 a.m. on 25 October 2012.
The proceeds of the Subscription receivable by the Company are
GBP114,000. Of the sum raised, GBP100,000 will be injected in cash
into CarieScan pursuant to the Hive Down Agreement. As a part of
the Proposals, the Directors are also seeking the ability to issue
further new Ordinary Shares in the future to enable them to raise
sufficient funds to provide additional working capital for the
Company and to implement its proposed Investing Policy. The Company
will require additional working capital following Admission to
enable the Company to implement its proposed Investing Policy.
Related party transaction
The proposed disposal of CarieScan to the Purchaser, a company
formed by Evolve (a substantial shareholder of 3D), is deemed to be
a related party transaction under the AIM Rules for Companies.
Oliver Cooke and I are both officers of Evolve and as a consequence
are deemed to have an interest in the transaction. Consequently,
Oliver Cooke and I abstained from voting during the Board's
deliberations in respect of the Disposal and Graham Lay, as the
independent director, having consulted with Allenby Capital
Limited, considers that the terms of the Disposal are fair and
reasonable insofar as Shareholders are concerned.
Extraordinary General Meeting
You will find at the end of this document a Notice of
Extraordinary General Meeting to be held at the offices of the
Company's solicitors, Marriott Harrison, Staple Court, 11 Staple
Inn Buildings, London WC1V 7QH at 11.00 a.m. on 24 October 2012. At
the Extraordinary General Meeting, the Resolution will be proposed
as a special resolution, requiring a 75% majority of those voting
to pass the Resolution, to implement the following:
- The grant of authority to the Directors to issue shares for
cash up to an amount comprising the unissued share capital of the
Company, as though the rights of pre-emption granted to the
Shareholders pursuant to article 5.2 of the Articles did not apply,
to enable them to raise additional working capital for the Company
and to implement the proposed investing policy. This resolution
will take effect from the date on which the Resolution is passed
and will continue until the earlier of the next annual general
meeting of the Company or the date that is 15 months from the date
of passing the Resolution.
- The approval of the disposal of CarieScan for the purposes of
the AIM Rules.
- The adoption of the Investing Policy as outlined in the
Appendix to the Notice of EGM.
- The change of the Company's name to 3D Resources PLC.
The Resolution is being proposed as a single special resolution,
rather than as a series of separate resolutions, as the Disposal
and Subscription are conditional upon the approval of all of the
Proposals.
Action to be taken
It is proposed that the Company shall change its name to reflect
the Company's Investing Policy and the proposed change in the
Company's business to one of investment in the natural resources
sector.
The Company will also change its ticker to 3DR conditional on
the Proposals being approved by Shareholders
A Form of Proxy is enclosed for use in connection with the EGM.
Whether or not you intend to be present at the EGM, you are
requested to complete, sign and return the Form of Proxy to the
Company's registrars, Share Registrars Limited, Suite E, First
Floor, 9 Lion and Lamb Yard, Farnham, Surrey, GU9 7LL as soon as
possible but in any event so as to arrive not later than 11.00 a.m.
on 22 October 2012. The completion and return of a Form of Proxy
will not preclude you from attending the meeting, or speaking and
voting in person should you subsequently wish to do so.
The Company has received irrevocable undertakings from the
holders of Ordinary Shares (including the Board) totalling
101,454,742 Ordinary Shares representing approximately 42.1% of the
Company's issued share capital to vote in favour of the
Resolution.
Should the Proposals not be approved by Shareholders at the EGM,
the Company would have an immediate need to raise additional
working capital and as there can be no certainty that the Company
could raise such funds on acceptable terms, or at all, there is a
serious risk that the Company would fail.
Recommendation
Having consulted with the Company's advisers, the Directors
consider that the passing of the Resolution would be in the best
interests of the Company and of the Shareholders and therefore
unanimously recommend Shareholders to vote in favour of the
Resolution, as they intend to do or procure to be done in respect
of their own legal and beneficial shareholdings, which in aggregate
amount to 7,346,628 Ordinary Shares, representing approximately
3.05 per cent. of the issued share capital of the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOEFSMESWFESEIS
3D Diagnostic (LSE:3DD)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
3D Diagnostic (LSE:3DD)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
