TIDM3DD
RNS Number : 4358P
3D Diagnostic Imaging PLC
24 October 2012
24 October 2012
3D Diagnostic Imaging plc
(to be re-named 3D Resources plc)
(the "Company")
Result of Extraordinary General Meeting
The Board of the Company is pleased to announce that at the
Extraordinary General Meeting of the Company held earlier today the
resolution put to the meeting was duly passed by the Company's
shareholders.
The resolution approved the disposal of the Company's wholly
owned operating subsidiary, CarieScan Limited, the adoption of a
new Investing Policy by the Company, a subscription for New
Ordinary Shares and a change in the Company's name to 3D Resources
plc. Following the conclusion of the meeting all steps necessary to
implement the Proposals covered by the Resolution have either been
duly completed or will be completed as soon as is practicable.
As a part of the Proposals the Company has raised GBP114,000
(before expenses) of additional capital from new investors through
a subscription for 380,000,000 New Ordinary Shares at 0.03p per
Ordinary Share. Of this sum GBP100,000 in cash will be injected
into CarieScan pursuant to the Hive Down Agreement.
Application has been made to the London Stock Exchange for the
380,000,000 New Ordinary Shares to be admitted to trading on AIM
and dealings are expected to commence at 8:00 a.m. on 25 October
2012.
Following completion of the Proposals, Graham Lay (Chief
Executive Officer) and David Snow (Chairman) have stepped down from
the Board with immediate effect and Donald Strang and Hamish Harris
have joined the Board as Chairman and Non-Executive Director
respectively. Oliver Cooke (previously the Chief Financial Officer)
will remain on the board as a Non-Executive Director. Accordingly,
the Board now comprises Donald Strang (Chairman), Hamish Harris
(Non-Executive Director) and Oliver Cooke (Non-Executive Director).
There are no further disclosures to be made in relation to the
appointments of Donald Strang and Hamish Harris under Schedule 2(g)
and Rule 17 of the AIM Rules for Companies to those announced by
the Company on 8 October 2012.
The interests of the Directors in the share capital of the
Company on Admission of the New Ordinary Shares will be as
follows:
Name Number of Ordinary Number of Number of % of enlarged
Shares in the Subscription Ordinary share capital
Company currently Shares subscribed Shares held held on Admission
held for on Admission
Donald Strang (Chairman) 0 40,000,000 40,000,000 6.44%
------------------- ------------------- -------------- -------------------
Hamish Harris
(Non-Executive
Director) 0 40,000,000 40,000,000 6.44%
------------------- ------------------- -------------- -------------------
Oliver Cooke
(Non-Executive
Director) 750,000 0 750,000 0.12%
------------------- ------------------- -------------- -------------------
The Company has today applied to the Registrar of Companies in
the Isle of Man to change its name to 3D Resources plc. The change
of name certificate is expected to be received shortly from the
Registrar of Companies in the Isle of Man. A further announcement
will be made by the Company with regards to the timing for the
Company's change of name and the change of the Company's ticker
from "3DD" to "3DR" becoming effective. At the same time the
Company intends to change its website address to
www.3dresources.co.uk. The ISIN and SEDOL numbers of the Company
will not change.
As a result of the Disposal the Company has become an investing
company, and in accordance with Rule 15 of the AIM Rules, the
Company must implement its new Investing Policy within 12 months of
Completion; otherwise trading in the Company's shares on AIM will
be suspended in accordance with AIM Rule 40. If, following such a
suspension the shares have not been re-admitted to trading on AIM
within a further six months, the admission of the Company's shares
to trading on AIM will be cancelled.
The Enlarged Share Capital of the Company following Admission
will be 620,974,824 ordinary shares of 0.1 penny each in the
Company. This figure 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, the share capital of the Company under the FSA's Disclosure and
Transparency Rules.
Definitions in this announcement are consistent with those set
out in the Circular issued to Shareholders of the Company and dated
5 October 2012, a copy of which is available on the investor
section of the Company's current website
(www.3ddiagnosticimaging.com).
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) 203328 5656
The Company's newly adopted 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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