TIDMDDD
RNS Number : 8618Z
DDD Group PLC
22 September 2015
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 OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL.
DDD Group plc
Completion of Equity Placing
DDD Group plc is pleased to announce that the Company has
entered into agreements to complete a placing and subscription of,
in aggregate, 24,175,000 new ordinary shares of 1 pence each ("New
Shares") at a price of 2 pence per share ("Issue Price") (the
"Equity Placing").
Highlights
-- Equity Placing commitments for GBP428,000 or 21,400,000 New
Shares with institutional and accredited investors arranged by
Beaufort Securities Ltd.
-- Subscription agreements for GBP55,500 or 2,775,000 New Shares
with existing holders arranged by the Company
-- The net proceeds (approx. GBP458,350) to be used to finance
business development and licensing activities
o Licensing activities targeted at recently launched video
conferencing and soon-to-be-launched social photography apps for
tablet, smartphone and PC
o Planned phased increase in headcount from 17 to 20 staff in
line with commercial license and development agreements
Further details of the Equity Placing are set out below.
Commenting on the transaction, Nicholas Brigstocke, Chairman of
DDD said:
"We are pleased to be able to announce completion of the capital
raising which will assist the Company in delivering Android and iOS
versions of our TriDef SmartCam products to the video conferencing
and social photography markets."
Enquiries
DDD Group
Chris Yewdall, President & CEO
Victoria Stull, CFO +1 310 566 3340
Peel Hunt LLP (UK Nomad/Joint
Broker)
Richard Kauffer / Euan Brown +44 (0)207 418 8900
Beaufort Securities (Joint Broker)
Jon Levinson / Elliot Hance +44 (0)207 382 8300
Berns & Berns (US PAL)
Michael Berns, esq. +1 212 332 3320
_______________
Background to the Fundraising and Proposed Use of Proceeds
The Company has developed a range of intelligent video solutions
that are based on patent-protected techniques. As announced in July
2014, the Company sought to complete a fundraising of up to GBP2.1
million to undertake its turnaround plan. This funding plan has
been completed in stages based on achievement of commercial
development milestones.
As part of the Company's turnaround plan, a range of new
products have now been developed that are intended for use in
larger 2D markets including video conferencing, social photography
and improved social media engagement for PCs, smartphones and
tablets. These new products supplement the existing licensing
activities in the stereoscopic 3D consumer market. The first of
these products, TriDef(R) SmartCam was launched in late May 2015
with the first products targeting the emerging gamecasting market
launched with SplitmediaLabs, an affiliate, in August 2015.
The Company will continue to service existing 3D technology
licensees and is working to secure additional patent license
agreements through Dominion Harbor, its IP licensing advisor, for
its 2D to 3D conversion patents in the consumer and professional 2D
to 3D conversion services markets. Through June 30(th) 2015, over
53.5 million products have been shipped including the Company's
patent protected 2D to 3D conversion technologies.
The Company expects that a successful conclusion of this
financing transaction will provide sufficient working capital to
complete the launch of the new social photography products into the
mobile market. Specifically, the Directors plan to utilise the
proceeds to meet the growth and working capital needs from
currently identified opportunities during the current year,
including a phased increase in headcount from 17 to 20 staff as new
licensing and/or development agreements arise. The additional staff
will focus primarily on software and application development and
technical sales and will be based in the Company's existing
operations in the US and Australia. The balance of the Placing
proceeds will provide working capital for as-yet-unidentified
opportunities in a rapidly evolving market as well as supporting
ad-hoc costs incurred through the patent licensing program being
managed by the Company's patent advisor.
The Board will continue to review additional financing
opportunities available to the Company as necessary including
entering into strategic partnerships or additional financing on
available terms. There can be no certainty that completion of
additional financing will be achievable however and further
announcements will be made in due course and as appropriate.
Details of the Equity Placing and Subscription
The Company will raise GBP483,500 (before expenses) by way of a
placing of 24,175,000 New Shares arranged with Beaufort Securities
Ltd at an issue price of 2 pence per share. The New Shares have
been placed with a combination of institutional investors,
accredited investors, and certain existing Shareholders
conditional, inter alia, on the admission of the New Shares to the
AIM market of the London Stock Exchange (the "Admission").
The Placing Price represents a discount of approximately 27.3
per cent. to the closing mid-market share price of 2.75 pence per
Ordinary Share on 21 September 2015 (the latest practicable date
prior to the date of this announcement). The Placing Shares will
represent approximately 14.7 per cent. of the issued share capital
of the Company prior to the issue of the Placing Shares.
The New Shares will be issued credited as fully paid and will
rank pari passu in all respects with the existing 1p ordinary
shares in the Company ("Ordinary Shares") including the right to
receive and retain all dividends and other distributions declared,
paid or made in respect of the Ordinary Shares after the
Admission.
Three of the Directors of DDD or their affiliates have agreed to
subscribe for New Shares. The nominal amount of the New Shares that
they have agreed to acquire are as follows: Christopher Yewdall
GBP10,000; Victoria Stull GBP8,000 and Paul Kristensen GBP12,500
(the "Transaction").
The Transaction is a related party transaction for the purpose
of AIM Rule 13, as certain Directors are related parties within the
meaning of the AIM Rules. The Directors of the Company who are
independent to this Transaction, Nicholas Brigstocke, Dr. Sanji
Arisawa and Hans Snook, consider, having consulted with the
Company's nominated adviser, that the terms of the Transaction are
fair and reasonable insofar as the Shareholders are concerned.
Application will be made for the Placing Shares to be admitted
to trading on the AIM market ("AIM") of London Stock Exchange plc
(the "London Stock Exchange"). Settlement for the Placing Shares
and Admission is expected to take place at 8.00 a.m. on 25
September 2015.
Placing Agreement
On 22 September 2015, DDD entered into a placing agreement (the
"Placing Agreement") pursuant to which Beaufort Securities Ltd.
agreed conditionally, as agent for the Company, to use its
reasonable endeavours to procure subscribers for the New Shares at
the Issue Price.
The Placing Agreement contains warranties and indemnities from
DDD in favour of Beaufort Securities Ltd. which are customary for
this type of agreement. Under the Placing Agreement, DDD has agreed
to pay Beaufort Securities Ltd. commission on the aggregate value
of the New Shares placed and subscribed for at the Issue Price and
the costs and expenses of the Placing together with any applicable
VAT. Beaufort Securities Ltd will also receive 250,000 new ordinary
shares of the Company (GBP5,000 value) for the transaction. The
Placing Agreement contains provisions entitling Beaufort Securities
Ltd to terminate the Placing Agreement at any time prior to
Admission in certain circumstances including, amongst other things,
in the event of a material breach of the warranties set out in the
Placing Agreement.
APPENDIX I: Additional Disclosures
In accordance with the requirements of the Disclosure and
Transparency Rules, it is expected that DDD's issued ordinary share
capital as at 25 September 2015 will consist of 178,188,572
Ordinary Shares, with voting rights based on the current Equity
Placing commitments and will then increase to 190,588,572 on 6
October 2015 when the final payments are received. DDD does not
hold any Ordinary Shares in Treasury; therefore, it is expected
that the total number of voting rights in DDD will be as indicated
on the dates above. It is expected that the above figures 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 Conduct Authority's Disclosure and Transparency
Rules.
The table below sets out the cumulative effect of the Equity
Placing on those Directors and greater than 3% shareholders who
have reported their expected holdings to the Company:
% interest in the
enlarged share
Significant and % interest in the Resultant holding capital of DDD
Substantial share capital of following the following the
Shareholders and Existing DDD prior to the Number of New Placing and Placing and
Directors shareholding Placing Shares acquired subscription Subscription
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(MORE TO FOLLOW) Dow Jones Newswires
September 22, 2015 11:28 ET (15:28 GMT)
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