TIDM3DD
RNS Number : 7633O
3D Diagnostic Imaging PLC
22 September 2011
For immediate release 22 September 2011
3D DIAGNOSTIC IMAGING PLC
("3D" or the "Company")
Balance Sheet Strengthened Through GBP1.41m Equity
Fundraising
3D Diagnostic Imaging (AIM:3DD), which owns the protected rights
to a technology platform with a number of significant potential
commercial applications, is pleased to announce the successful
strengthening of its balance sheet through the raising of GBP1.41
million (before costs) of additional equity capital.
The additional capital has been raised by way of a subscription
by the management team of 3D and by Stefan Kaltenbach, the head of
Orange Dental and a well-known and highly respected figure in the
dental industry, for an aggregate of 11,250,000 new Ordinary Shares
and by way of two separate placings with existing investors for an
aggregate of 59,250,000 new Ordinary Shares, in each case at a
subscription price of 2 pence per share (together the
"Fundraising"). The price equates to the mid-price at the close of
business on 21 September 2011.
Completion of the fundraising is subject, inter alia, to
shareholder approval, which will be sought at an extraordinary
general meeting of the Company to be held on 18 October 2011. A
circular to shareholders giving them notice of the meeting and
providing further details of the Fundraising will be posted to
shareholders later today (the "Circular). Once it has been posted,
a copy of the Circular will be available on the Company's website
at www.3ddiagnosticimaging.com.
This announcement should be read in conjunction with the
unaudited preliminary results announcement for the period ended 30
June 2011, issued earlier today.
James Noble, Chairman of the Company said:
"The proceeds of this fundraising will put 3D on a solid
foundation to fulfil its growth strategy. We have recently
negotiated several international distribution deals for our world
leading CarieScan PRO dental decay detection device and now need
further funding to ensure that we have the best opportunity to roll
out this product globally in conjunction with our partners.
I would also once again thank our shareholders for their
continued support and welcome our new investors to the Company.
This is an exciting time for 3D as we begin to commercialise our
technology."
Enquiries:
3D Diagnostic
Imaging Plc
Graham Lay, CEO +44 (0) 1624 679 000
Oliver Cooke, CFO +44 (0) 1624 679 000
finnCap: NOMAD & Broker
Geoff Nash, Henrik Persson
(corporate finance) Stephen
Norcross (corporate broking) +44 (0)20 7600 1658
Buchanan Scotland
Diane Stewart, Carrie Clement +44 (0) 131 226 6150
Introduction
Further to the trading update of 12 May 2011, the Company has
this morning released its unaudited preliminary results for the
year ended 30 June 2011. The Company's financial performance and
position set out in that announcement are in line with those set
out in its trading update of 12 May 2011.
To support the ongoing development of the Company and to better
position 3D for the growth model set out below, the Company is
pleased to announce that it has raised in aggregate GBP1.41 million
(before expenses) by way of a conditional placing of and
subscription for, in aggregate, 70,500,000 New Ordinary Shares at 2
pence per share with new and existing institutional investors and
certain of the Directors. The Subscription by certain of the
Directors and others comprises 11,250,000 Subscription Shares, and
the Placings comprise 13,350,000 First Placing Shares and
45,900,000 Second Placing Shares. The funds from the Subscription
and the Placings will be used to provide additional working capital
to fund the development of the Group's business. The resolutions
required to approve the Placings will be put to an Extraordinary
General Meeting of Shareholders to be held at 12 noon on 18 October
2011. Further details of the Extraordinary General Meeting are set
out below and the Notice of Extraordinary General Meeting is set
out in the Circular, which will be posted later today.
The Company's largest shareholder, Evolve, currently owns
53,974,354 Ordinary Shares which represent 31.7 per cent. of the
Existing Ordinary Shares. Evolve has conditionally agreed to
subscribe for 25,000,000 Second Placing Shares and as a
consequence, and subject to completion of the Placings and the
Subscription, will be interested in 32.8 per cent. of the Enlarged
Share Capital. Oliver Cooke, the Company's Chief Financial Officer,
is interested in 5,966,618 options to subscribe for new Ordinary
Shares, which represent 3.4 per cent of the Existing Ordinary
Shares (as enlarged by the issue of such number of new Ordinary
Shares to Mr Cooke). Mr Cooke is deemed to be acting in concert
with Evolve as he remains Evolve's company secretary. The Evolve
Concert Party's interests in Existing Ordinary Shares accordingly
amounts to 59,940,972 Ordinary Shares which represents 34.0 per
cent of the Existing Ordinary Shares (including new Ordinary Shares
issuable to Mr Cooke on potential exercise of his options). Mr
Cooke has also agreed to subscribe for 750,000 of the Subscription
Shares. In aggregate the interests of Mr Cooke will amount to
6,716,618 Ordinary Shares (including such new Ordinary Shares
issued in satisfaction of his options), comprising 2.7 per cent of
the Enlarged Share Capital (as enlarged by the issue to Mr Cooke of
new Ordinary Shares on exercise of his options). The aggregate
interests of the Evolve Concert Party at Completion, being the
interests of Evolve and of Mr Cooke, would therefore amount to
85,690,972 Ordinary Shares, comprising 34.7 per cent of the
Enlarged Share Capital (including such new Ordinary Shares issued
to Mr Cooke on potential exercise of his options).
Without a waiver of the obligations under Rule 9 of the Takeover
Code, these acquisitions would require Evolve to make a general
offer for the Company under the Takeover Code. The Panel has agreed
with the Company to grant such a waiver, subject to the passing at
the Extraordinary General Meeting by Independent Shareholders
(being Shareholders other than those in the Evolve Concert Party)
of the Whitewash Resolution, to be taken on a poll.
The purpose of the Circular is to provide Shareholders with
information about the background to and the reasons for the
Proposals and to explain why the Board considers the Proposals to
be in the best interests of the Company and its Shareholders as a
whole and to seek Shareholders' approval to the Amendment, the
Placings and the Whitewash Resolution.
In addition, the Circular sets out why the Directors who are
independent of the relevant Proposal, as described below, recommend
that Shareholders vote in favour of the Resolutions to be proposed
at the Extraordinary General Meeting.
Background to and reasons for the Placings and the
Subscription
3D owns the exclusive rights to a patented technology platform
using ACIST to measure the integrity of a given structure. The
first commercial product based upon the Technology is a highly
accurate handheld device for the early detection and monitoring of
dental caries, the CarieScan Pro. The Directors believe that this
device, together with its associated remote view software,
represents the only fully integrated caries management system
currently available for distribution in the dental market. Earlier
this year, the CarieScan Pro won an award for the "Best New
Diagnostic Product in the Dental Industry 2011" and CarieScan won
the award for "Best New Lifescience Company in Scotland".
The Company's strategy is to establish an international network
for the profitable distribution of the CarieScan Pro, and
ultimately to apply the Technology to other appropriate commercial
applications. Over the last few months, the Company has been
pleased to announce a series of extensions to its international
product distribution network.
Against the backdrop of the disappointments set out in the
trading update of 12 May 2011, the Company's wholly-owned
subsidiary, CarieScan, has entered into new distribution agreements
covering a number of countries including the USA, the UK, Germany,
the Benelux countries, Australia, India and China. In addition,
Stefan Kaltenbach, a well-known and highly respected figure in the
global dentistry industry, has agreed to join the CarieScan board
as a non-executive director and to participate in the Subscription.
It is anticipated that Mr Kaltenbach will use his considerable
experience in the diagnostic sector of the dental industry to
further the development of the business.
Despite the positive upturn in the Group's operations in the
short term, the Board is mindful that the effect of the
interruptions to selling activity and slower follow-on sales
earlier in the year has meant that the financial position of the
Company requires immediate strengthening.
Immediately following the release of the trading update, the
Directors moved swiftly to secure significant reductions in the
Company's cost base. They also acted to de-risk the sales model by
reducing the previous focus on the US market and by entering into
distribution agreements in a number of other countries around the
world.
The Board is pleased at the response from new and existing
investors in agreeing to provide sufficient funding to the Company
to enable it to implement its business plan and believes that
completion of the Placings and the Subscription will enable the
Company to concentrate on creating value for all Shareholders. The
Placings and Subscription will provide additional funds and
flexibility to allow management to further develop the
business.
SHAREHOLDERS SHOULD BE AWARE THAT IF THE PLACING RESOLUTIONS ARE
NOT PASSED AND/OR THE PLACINGS AND THE SUBSCRIPTION DO NOT PROCEED,
THE GROUP WILL NOT HAVE SUFFICIENT WORKING CAPITAL TO CONTINUE TO
TRADE. ACCORDINGLY THE DIRECTORS (other than Oliver Cooke who is
deemed to be acting in concert with Evolve and who accordingly may
not issue the recommendation) STRONGLY RECOMMEND THAT SHAREHOLDERS
VOTE IN FAVOUR OF THE PLACING RESOLUTIONS PROPOSED.
Further details of the Placings and the Subscription are set out
in paragraph 4 below.
Current Trading and Prospects
This morning, the Company has issued its unaudited preliminary
results for the year ended 30 June 2011.
These showed an increase in sales to GBP714,000 (2010: GBP2,800)
and a loss from operations at GBP2,400,000 (2010: GBP1,200,000).
The Group's cash balance at 30 June 2011 was GBP520,000 (2010:
GBP67,000).
Whilst demonstrating significant year on year progress, the
results were adversely impacted by a manufacturing defect that had
been encountered in the period which has now been fully resolved.
In the latter part of the fiscal year, the Board undertook a review
of all aspects of the Group's operations and how they could be
streamlined with regard to reducing costs and improving efficiency.
As a result of this review, significant costs have been reduced or
deferred and the sales model has been de-risked by reducing the
previous dependence on a single distributor in a single market. The
Company now operates on a non-exclusive basis in the US market and
has appointed distributors in a number of other countries in
different regions of the world.
The economic outlook remains uncertain and challenging in the
near term for the Group's core markets. However. the Company is
experiencing continued interest from distributors seeking to
distribute its patented technology and the Company expects to give
further updates about additional distributorships in due
course.
The Articles presently restrict the management and control of
the Company from emanating from the United Kingdom. Therefore, in
order to allow the Directors to transfer the management and control
of the Company from the Isle of Man to the United Kingdom, with the
commensurate costs reductions this would bring, the Directors are
now proposing an ordinary resolution of the Shareholders to amend
the Articles to remove these restrictions. Further details of this
resolution are set out in the Circular.
The Company's announcement of its preliminary unaudited results
for the year ended 30 June 2011 may be downloaded from the
Company's website at www.3ddiagnosticimaging.com/investor-centre.
As noted in the Company's preliminary results announcement, it had
a cash position as at 30 June 2011 of GBP520,000. In addition,
James Cunningham-Davis has stepped down from the Board to pursue
his other business interests.
The Placings and the Subscription
The Placings
The Company intends to raise GBP1.41 million (before expenses)
pursuant to the Placings. Pursuant to the terms of the Placing
Agreement, finnCap has conditionally agreed, as agent for the
Company, to place 59,250,000 Placing Shares with institutional and
other investors and with Evolve at the Placing Price. The Placing
Price represents the closing mid-market price of an Ordinary Share
on 21 September 2011, being the last dealing day prior to the
announcement of the Proposals, of 2p. The Placing Shares will
represent approximately 24.6 per cent. of the Enlarged Share
Capital.
The Placings have not been underwritten by finnCap. The Placing
Agreement is conditional, inter alia, upon:
1. the Placing Resolutions being duly passed at the
Extraordinary General Meeting;
2. First Admission becoming effective on or before 8.00 a.m. on
19 October 2011 (or such later time and/or date as the Company and
finnCap may agree, but in any event by no later than 8.00 a.m. on
31 October 2011); and
3. Second Admission becoming effective on or before 8.00 a.m. on
20 October 2011 (or such later time and/or date as the Company and
finnCap may agree, but in any event by no later than 8.00 a.m. on 1
November 2011).
The Placings will be effected in two stages in order to allow
the investment to be made in a tax efficient manner. The First
Placing Shares will be issued to EIS & VCT Investors and on the
next dealing day, the Second Placing Shares will be issued. The
Second Placing is conditional, inter alia, upon Completion of the
First Placing. The net proceeds of the Placings and the
Subscription will, in the Directors' opinion, provide sufficient
working capital for the present requirements of the Group, that is
for at least the next 12 month period following Second Admission.
The Placings will comprise placings of new Ordinary Shares. There
are no arrangements as part of the Placings which require the
payment of interest on, repayment of or security for any liability
which depend to any significant extent on the Company's
business.
The Subscription
As described in paragraph 5 below, each of the Directors (other
than those based in the Isle of Man) has agreed to participate in
the Subscription. In addition, Stefan Kaltenbach has agreed to
subscribe for 5,000,000 Subscription Shares in the Subscription at
the Subscription Price per Subscription Share. The Subscription
Shares will represent approximately 4.7 per cent. of the Enlarged
Share Capital. The Subscription Shares have been conditionally
allotted pursuant to the Directors' existing authorities to allot
new Ordinary Shares.
The Placing Shares and the Subscription Shares will upon their
issue rank pari passu in all respects with the Existing Ordinary
Shares including the right to receive all dividends or other
distributions declared, made or paid by the Company following
Admission. Together, the Placing Shares and the Subscription Shares
will represent 29.3 per cent. of the Enlarged Share Capital.
Settlement and dealings
Application will be made to the London Stock Exchange for the
Subscription Shares to be admitted to trading on AIM. It is
expected that such admission will occur at 8.00 a.m. on 20 October
2011 in respect of the Subscription Shares, the same date as
admission is expected to occur of the Second Placing Shares.
Application will also be made for the First and Second Placing
shares to be admitted to trading on AIM. The First and Second
Admissions are expected to occur at 8.00 a.m. on 19 October 2011
and 8.00 a.m. on 20 October 2011 respectively.
Board Members' Participation in relation to the Subscription
Graham Lay, Oliver Cooke and James Noble have given commitments
to subscribe in person or by a nominee, for 6,250,000 Subscription
Shares in aggregate in the Subscription, representing 8.9 per cent.
of the New Ordinary Shares, as detailed in the Circular. The
aggregate subscription by those directors ("Directors'
Participations") constitutes a related party transaction for the
purposes of the AIM Rules. The Directors who are not participating
in the Subscription, namely Christina Rawlinson and Pritesh Desai,
are deemed to be independent of the Subscription for the purposes
of the AIM Rules and such independent directors, having consulted
finnCap, as the Company's nominated adviser in relation to the
Directors' Participations, consider that the terms of the
Directors' Participations are fair and reasonable insofar as
Shareholders are concerned for the purposes of the AIM Rules.
Details of participations in the Placings by related parties
other than the Directors are set out in paragraph 8 below.
The Takeover Code
Rule 9
The Takeover Code governs, inter alia, transactions which may
result in the change of control of a public company to which the
Takeover Code applies.
Under Rule 9 of the Takeover Code (the "Code"), any person who
acquires an interest (as defined in the Code) in shares, which
taken together with shares in which he is already interested and in
which persons acting in concert with him are interested, carry 30
per cent. or more of the voting rights of a company which is
subject to the Code, is normally required to make a general offer
to all the remaining shareholders to acquire their shares. The
Company is a company to which the provisions of the Code and the
jurisdiction of the Takeover Panel apply.
Similarly, when any person, together with persons acting in
concert with him, is interested in shares which in aggregate carry
not less than 30 per cent. of the voting rights of such company but
does not hold shares carrying more than 50 per cent. of such voting
rights, a general offer will normally be required if any further
interests in shares are acquired by any such person.
An offer under Rule 9 must be made in cash and at the highest
price paid by the person required to make the offer, or any person
acting in concert with him, for any interest in shares in the
company during the twelve months prior to the announcement of the
offer.
As referred to below, Evolve and the director deemed to be
acting in concert with Evolve, Oliver Cooke, are together
potentially interested in up to 85,690,972 Ordinary Shares
following completion of the Placings and Subscription, and
potential exercise of options over Ordinary Shares by Mr Cooke,
representing 34.7 per cent of the Enlarged Share Capital (including
such Ordinary Shares issued to Mr Cooke on potential exercise of
his options). Any further increase in such interest by either
member of the concert party would be subject to the provisions of,
and obligations imposed under, Rule 9 of the Code.
The Evolve Concert Party
Evolve is currently beneficially interested in an aggregate of
53,974,354 Existing Ordinary Shares, representing approximately
31.7 per cent. of the Existing Ordinary Shares. Evolve has agreed
to subscribe for 25,000,000 Placing Shares and will following
Completion be interested in 78,974,354 Ordinary Shares,
representing 32.8 per cent. of the Enlarged Share Capital and of
the voting rights in it.
Oliver Cooke is the company secretary of Evolve and accordingly
is responsible for its corporate administration and filing
functions. Mr Cooke is interested in 531,250 ordinary shares in
Evolve (representing 0.19 per cent of Evolve's issued ordinary
share capital at the date of the Circular). Mr Cooke is interested
in 5,966,618 options to subscribe for new Ordinary Shares
(representing 3.4 per cent of the Existing Ordinary Shares assuming
full exercise of Mr Cooke's options) and has agreed to subscribe
for 750,000 of the Subscription Shares which in aggregate at
Completion would result in Mr Cooke being interested in 6,716,618
Ordinary Shares, comprising 2.72 per cent. of the Enlarged Share
Capital (including such Ordinary Shares issued to Mr Cooke on
potential exercise of his options).
Further details of Evolve and of Mr Cooke are contained in the
Circular.
Potential voting rights of Evolve and Mr Cooke
If the Whitewash Resolution is passed at the Extraordinary
General Meeting, and on the assumption that:
(a) 70,500,000 New Ordinary Shares are issued pursuant to the
Placings and the Subscription at the Placing Price, of which
25,000,000 New Ordinary Shares are subscribed for by Evolve and
750,000 New Ordinary Shares are subscribed by Mr Cooke; and
(b) that there are no other changes to the issued share capital
of the Company,
the voting rights attributable to the New Ordinary Shares held
by Evolve following Admission, would constitute 32.8 per cent. of
all the voting rights in the Company and of Mr Cooke would
constitute 2.79 per cent of such voting rights, on the assumption
he exercised in full each of the options currently granted to him.
Accordingly, the Evolve Concert Party would be interested in 34.7
per cent in the Enlarged Share Capital at Completion, against an
interest in 34.40 per cent in Existing Ordinary Shares as at the
date of this announcement (assuming in each case exercise in full
of Mr Cooke's options).
The Directors who own Existing Ordinary Shares have confirmed
that, having considered the Proposals, they will each vote in
favour of the Resolutions.
The Panel has agreed, however, to waive the obligation of the
Evolve Concert Party to make a general offer that would otherwise
arise as a result of the Proposals, subject to the approval of
Independent Shareholders. Accordingly, Resolution 3 is being
proposed at the Extraordinary General Meeting and will be taken on
a poll. Neither member of the Evolve Concert Party will be entitled
to vote on that resolution and accordingly will not do so.
Further details of the Evolve Concert Party's interests in the
ordinary share capital of the Company are set out in the
Circular.
Given that the Proposals are required to be implemented in order
to provide the Company with the funds necessary to continue and to
develop its business, the Directors (other than Mr Cooke who is
deemed to be acting in concert with Evolve) consider the Rule 9
Waiver to be fair and reasonable and to be in the best interests of
the Company and the Independent Shareholders, and recommend that
Shareholders vote in favour of the Whitewash Resolution.
Intentions of Evolve
Evolve is not intending to seek any changes to the Board and has
confirmed that it is its intention that, following the increase in
its shareholding as a result of its participation in the Placing,
the business of the Company would be continued in substantially the
same manner as it is at present, with no major changes.
With this in mind, there will be no repercussions on employment
or the location of the Company's places of business and no
redeployment of the Company's fixed assets. Evolve is also not
intending to prejudice the existing employment rights, including
pension rights, of any of the employees or management of the Group
nor to procure any material change in the conditions of employment
of any such employees or management or to take any steps to amend
the Company's share trading facilities in force at the date of this
announcement.
Related Party Transactions
As a part of the Placings and Subscriptions, the following
Shareholders, each of whom is a related party for the purposes of
the AIM Rules by virtue of the extent of their interests in
Existing Ordinary Shares, has agreed to subscribe for New Ordinary
Shares as follows:
Number of
Ordinary
Percentage of Shares to be
Existing acquired
Ordinary Ordinary pursuant to Percentage of
Shares held Shares held the Enlarged
prior to the prior to the Subscription Share Capital
Subscription Subscription and held after
Shareholder and Placings and Placings Placings Completion
Evolve Capital
plc 53,974,354 31.7 25,000,000 32.8
Scottish
Enterprise 39,391,163 23.1 13,500,000 21.9
James Julian
Noble 10,133,760 5.9 5,000,000 6.3
Graham Robert
Lay 6,096,628 3.6 500,000 2.7
Oliver Cooke - - 750,000 0.3
The above table does not include the interests of the Directors
in options over Ordinary Shares which are set out in detail in the
Circular.
The Board (with the exception of Graham Lay, Oliver Cooke and
James Noble who are participating in the Subscription and
accordingly have not participated in the Board's deliberations in
the matter) considers, as required by the AIM Rules, having
consulted with the Company's Nominated Adviser, finnCap, that the
subscription by the Shareholders (whose details and participations
are set out above) is in each case fair and reasonable so far as
Shareholders are concerned.
Location of Management and Control and General Meetings
The Directors no longer feel that maintaining the management and
control of the Company in the Isle of Man delivers the anticipated
benefit to the Company or the Shareholders. As part of the original
tax planning for the Company, the Articles presently restrict the
management and control of the Company from emanating from the
United Kingdom. Therefore, in order to allow the Directors to
transfer the location of the management and control of the Company
from the Isle of Man to the United Kingdom, the Directors are now
proposing an ordinary resolution of the Shareholders to amend the
Articles to remove these restrictions.
Further, the Directors are proposing that the Articles be
amended to enable general meetings of the Company to be held on 14
clear days' notice rather than the 21 clear days' notice as is
presently required under the Articles. The reduced period is
permitted by the Act.
Further details of the resolution to effect the above amendments
are set out in the Circular.
Extraordinary General Meeting
Set out in the Circular is a notice convening the Extraordinary
General Meeting to be held on at 12.00 noon 18 October 2011 at the
offices of Marriott Harrison, Staple Court, 11 Staple Inn
Buildings, London WC1V 7QH, at which the Resolutions will be
proposed for the purposes of implementing the Proposals. The
Resolutions are summarised as follows:
1. Resolution 1 is an ordinary resolution proposing amendments
to the Articles to allow the Directors to move the management and
control of the Company from the Isle of Man to the United Kingdom
and to enable extraordinary general meetings of the Company (other
than annual general meetings) to be held on 14 clear days
notice;
2. Resolution 2 is a special resolution to authorise the
Directors to allot the New Ordinary Shares and to allot an
additional 80,000,000 Ordinary Shares, in each case other than on a
pre-emptive basis. The Directors have no current intention of
allotting any new Ordinary Shares other than the New Ordinary
Shares but believe that it is prudent they be given the flexibility
to have the authority to allot new Ordinary Shares without first
offering the subscription to Shareholders, should circumstances
require. The disapplication of the pre-emption rights in this
resolution other than in respect of the New Ordinary Shares
represents approximately 33 per cent. of the Enlarged Share
Capital;
3. Resolution 3 is an ordinary resolution to approve the Waiver.
This resolution will be taken on a poll by Independent Shareholders
voting in person or by proxy at the EGM.
SHAREHOLDERS SOULD NOTE THAT THE PLACING RESOLUTIONS ARE
INTER-CONDITIONAL AND, IF EITHER ONE IS NOT PASSED, THE PLACING
PROPOSALS DESCRIBED IN THIS LETTER WILL NOT PROCEED. THE DIRECTORS
BELIEVE THAT SHOULD SHAREHOLDERS NOT VOTE IN FAVOUR OF THE PLACING
RESOLUTIONS THE COMPANY WOULD HAVE TO FIND IMMEDIATE ALTERNATIVE
FINANCE IN ORDER TO CONTINUE TO TRADE. THERE CAN BE NO ASSURANCE
THAT ANY SUCH FINANCE WOULD BE AVAILABLE.
Recommendations
The Directors, who have been so advised by finnCap, consider
that the Proposals and the Waiver are fair and reasonable and are
in the best interests the Independent Shareholders and of the
Company as a whole and accordingly:
(save for Mr Cooke who is deemed to be acting in concert with
Evolve) recommend Independent Shareholders to vote in favour of the
Whitewash Resolution as they intend to do in respect of their
beneficial holdings amounting, in aggregate, to 16,799,832 Existing
Ordinary Shares, representing approximately 9.9 per cent. of the
Existing Ordinary Shares; and
(save for Mr Lay, Mr Cooke and Mr Noble, each of whom is
participating in the Subscription) recommend Shareholders to vote
in favour of the Amendment and the Placing Resolution as they
intend to do in respect of their beneficial holdings amounting in
aggregate, to 569,444 Existing Ordinary Shares, representing
approximately 0.3 per cent of the Existing Ordinary Shares.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"ACIST" Alternating Current Impedance Spectroscopy Technique,
being the method of applying electrical signals of different
frequencies to a structure or system and measuring the response
signal. Analysis of the difference between the applied signal and
the response signal can be interpreted to identify characteristics
of that structure or system
"Act" the Isle of Man Companies Act 2006, as amended
"Admission" admission of the Placing Shares and the Subscription
Shares (as the case may be) to trading on AIM becoming effective in
accordance with the AIM Rules at or immediately following
Completion
"AIM" the AIM Market, a UK stock market regulated by the London
Stock Exchange
"AIM Rules" the AIM Rules for Companies, as amended from time to
time
"Amendment" the amendment to the Articles proposed in resolution
1 in the Notice of Extraordinary General Meeting
"Articles" the Articles of Association of the Company from time
to time
"CarieScan" CarieScan Limited, a company incorporated in
Scotland with registered number SC343197, the Company's wholly
owned Subsidiary
"Circular" the circular to Shareholders dated 22 September
2011
described above
"Company" or "3D" 3D Diagnostic Imaging plc
"Completion" the Placings and Subscription being completed and
Admission taking place
"Completion of the First Placing" the First Placing being
completed and the First Admission taking place
"Completion of the Second Placing" the Second Placing being
completed and the Second Admission taking place
"CREST" the relevant system (as defined in the CREST
Regulations) for paperless settlement of share transfers and the
holding of shares in uncertificated form, which is administered by
Euroclear UK & Ireland Limited
"CREST Regulations" the Isle of Man Uncertificated Securities
Regulations 2006, as amended
"Directors" or "Board" the board of directors of the Company
"Disclosure and Transparency Rules" (in accordance with section
73A(3) of FSMA) rules relating to the disclosure of information in
respect of financial instruments which have been admitted to
trading on a regulated market or for which a request for admission
to trading on such a market has been made
"EGM" or "Extraordinary General Meeting" the Extraordinary
General Meeting of the Company convened for 12 noon on 18 October
2011 at Marriott Harrison, Staple Court, 11 Staple Inn Buildings,
London WC1V 7QH and any adjournment thereof, for the purpose of
considering the Resolutions
"EGM Notice" or "Notice of the notice convening the EGM set
Extraordinary General Meeting" out in the Circular
"EIS & VCT Investors" placees who have conditionally
subscribed for the First Placing Shares and who are seeking tax
relief under the legislation relating to the Enterprise Investment
Scheme or who are Venture Capital Trusts, as the case may be
"Enlarged Share Capital" the issued ordinary share capital of
the Company immediately following Admission, comprising the
Existing Ordinary Shares, the Subscription Shares and the Placing
Shares
"Evolve" Evolve Capital plc
"Evolve Concert Party" means, together, Evolve and Oliver Cooke,
a director of the Company and the company secretary of Evolve, who
are deemed to be acting in concert with one another
"Existing Ordinary Shares" the 170,474,824 Ordinary Shares in
issue as at the date of this announcement
"finnCap" finnCap Ltd, nominated adviser and broker to the
Company
"First Admission" the admission of the First Placing Shares to
trading on AIM becoming effective in accordance with the AIM Rules
following Completion of the First Placing
"First Placing" the conditional placing of 13,350,000 Placing
Shares to the EIS & VCT Investors
"First Placing Shares" the 13,350,000 new Ordinary Shares to be
issued pursuant to the First Placing
"Form of Proxy" the form of proxy for use in connection with the
EGM which accompanies the Circular
"FSA" the United Kingdom Financial Services Authority
"FSMA" the United Kingdom Financial Services and Markets Act
2000, as amended
"Group" or "3D Group" 3D Diagnostic Imaging plc together with
its wholly owned subsidiaries, CarieScan Limited and CarieScan
LLC
"Independent Shareholders" the Shareholders other than Evolve
and Oliver Cooke
"IP" intellectual property rights
"London Stock Exchange" London Stock Exchange plc
"New Ordinary Shares" together, the Subscription Shares and the
Placing Shares
"Official List" the official list of the UK Listing
Authority
"Ordinary Shares" ordinary shares of 0.1p each in the capital of
the Company
"Panel" the Panel on Takeovers and Mergers
"Placees" persons who have agreed to subscribe for Placing
Shares under the Placings
"Placing Agreement" the conditional agreement dated 22September
2011 between the Company and finnCap relating to the Placings
"Placing Price" 2p per Placing Share
"Placing Proposals" the Placings and the Waiver
"Placing Resolutions" the resolutions set out as resolutions 2
and 3 in the notice of Extraordinary General Meeting
"Placing Shares" the total of 59,250,000 new Ordinary Shares to
be issued pursuant to the Placings subject, amongst other matters,
to the passing of the Resolutions
"Placings" the conditional placing of the Placing Shares by way
of the First Placing and the Second Placing pursuant in each case
to the terms of the Placing Agreement
"Proposals" the Placing Proposals together with the
Amendment
"Resolutions" the resolutions set out in the EGM Notice
"Rule 9" Rule 9 of the Takeover Code
"Rule 9 Offer" the requirement for a general offer to be made in
accordance with Rule 9
"Scottish Enterprise" Scottish Enterprise, a statutory
corporation established under the Enterprise and New Towns
(Scotland) Act 1990
"Second Placing" the conditional placing of the Second Placing
Shares pursuant to the terms of the Placing Agreement
"Second Placing Shares" the 45,900,000 new Ordinary Shares to be
issued pursuant to the Second Placing
"Shareholders" person(s) who is/are registered as holder(s) of
Ordinary Shares from time to time
"Subscription" the conditional subscription for the Subscription
Shares as described above
"Subscription Price" 2p per Subscription Share, being the same
price per Ordinary Share as the Placing Price
"Subscription Shares" the 11,250,000 new Ordinary Shares to be
issued pursuant to the Subscription
"Subsidiary" as defined in Section 220 of the Act
"Takeover Panel" the Panel on Takeovers and Mergers
"Takeover Code" the City Code on Takeovers and Mergers
"Technology" the application of ACIST to identify and measure
the characteristics of a given structure or system
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
"UK Listing Authority" the Financial Services Authority acting
in its capacity of competent authority for the purposes of Part VI
FSMA
"uncertificated" or "in uncertificated form" recorded on the
register of Ordinary Shares as being held in uncertificated form in
CREST, entitlement to which by virtue of the CREST Regulations, may
be transferred by means of CREST
"Waiver" the waiver granted by the Panel (subject to the passing
of the Whitewash Resolution) in respect of the obligation of the
Evolve Concert Party to make a mandatory offer under Rule 9 of the
Takeover Code in connection with the Placings, as more particularly
described in paragraph 6 above
"Whitewash Resolution" the ordinary resolution of the
Independent Shareholders to be taken on a poll concerning the
Panel's waiver of the obligation on the Evolve Concert Party to
make a Rule 9 Offer to be proposed at the Extraordinary General
Meeting in connection with the issue of Placing Shares to Evolve
pursuant to the Second Placing and set out in the Notice of
Extraordinary General Meeting as Resolution number 3.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2011
Date of this announcement 22 September
Publication date of the Circular 22 September
Latest time and date for receipt of Form of Proxy 10.00 a.m. on 16 October
in respect of the Extraordinary General Meeting
Time and date of the Extraordinary General Meeting 10.00 a.m. on 18 October
Admission of and dealings in the First Placing 8.00 a.m. on 19 October
Shares to commence on AIM
CREST stock accounts to be credited for First 19 October
Placing Shares in uncertificated form
Admission of and dealings in the Second Placing 8.00 a.m. on 20 October
Shares and Subscription Shares to commence on
AIM
CREST stock accounts to be credited for Second 20 October
Placing Shares and Subscription Shares in
uncertificated form
Posting of share certificates for Placing Shares by 31 October
and Subscription Shares (if applicable)
Notes:
(a) Each of the times and dates in the above Expected Timetable
is based on existing expectations and may be subject to change. If
there are any changes then, where appropriate, they will be
notified to Shareholders in a Company announcement through a
regulatory information service.
(b) All references in this announcement to time are references
to London time.
PLACING AND SUBSCRIPTION STATISTICS
Subscription
Number of Ordinary Shares in issue at the date of
this document 170,474,824
Number of Subscription Shares to be issued pursuant
to the Subscription 11,250,000
Subscription Price per Subscription Share 2p
Gross proceeds of the Subscription GBP225,000
Placing
Number of Ordinary Shares in issue at the date of
this document 170,474,824
Number of Placing Shares to be issued pursuant to
the First Placing 13,350,000
Number of Placing Shares to be issued pursuant to
the Second Placing 45,900,000
Placing Price per Placing Share 2p
Total number of Placing Shares to be issued 59,250,000
Number of New Ordinary Shares in issue following Completion
of the First Placing 183,824,824
Enlarged Share Capital following Completion of the
Second Placing and the Subscription 241,224,824
Number of Placing Shares to be issued pursuant to
the Placings as a percentage of the Enlarged Share
Capital 24.6%
Number of Subscription Shares to be issued pursuant
to the Subscription as a percentage of the Enlarged
Share Capital 4.7%
Gross proceeds of the Placings GBP1,410,000
Market capitalisation of the Company at the Placing GBP4.82m
Price following Completion
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEPGUWCBUPGGWP
3D Diagnostic (LSE:3DD)
Historical Stock Chart
From May 2024 to Jun 2024
3D Diagnostic (LSE:3DD)
Historical Stock Chart
From Jun 2023 to Jun 2024
