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Introduction
DDD Group plc (“DDD” or the “Company”) announces that on 23 April 2008 it issued at their nominal value £510,000 of Convertible Loan Notes (“Notes”) pursuant to the existing authorities granted to the board of directors.
The following is a summary of the main provisions of the Notes. The Notes have an annual interest rate of 8%. The Notes can be converted by the holders into ordinary shares of 10 pence each in the capital of the Company (“Shares”) at a conversion price of 10 pence nominal amount of Notes per Share. The Company has the option to redeem the Notes at any time at a 5% premium to their nominal value plus accrued interest. Any Notes outstanding on 17 April 2010 will at the option of the Company be repaid in cash or settled by the issue of Shares at the conversion price; in both cases accrued interest will be payable in cash.
Commenting on the issue of the Notes, Paul Kristensen, Chairman of DDD said:
“It is an endorsement of the improved commercial prospects of the Company that we have been able to raise funds through a debt instrument for the first time in our history. I am particularly appreciative of the continued support we have received from Arisawa Manufacturing.
Since September 2007, the Company has announced a number of significant commercial agreements with licensees including Arisawa Manufacturing and Samsung Electronics in the rapidly growing 3D HDTV markets that are generating high margin development, licensing and royalty revenues.
The Company is making excellent progress, and intends to play an important role in transforming the visual experience with 3D software and content across all major consumer electronic devices.”
Enquiries:
Chris Yewdall, President and CEO
Tel +1 310 566 3340
info@DDD.com
Brewin Dolphin Securities
Ken Fleming, Director - Corporate Finance
Tel +44 (0) 141 314 8114
Paul Mason, Assistant Director – Corporate Finance
Tel +44 (0) 141 314 8208
The Note issue
Firm commitments and subscriptions have been received from subscribers in respect of all the Notes. Full conversion of the Notes into Shares, would result in a 6.9% increase in the Company’s existing issued share capital and such Shares, when issued, will rank pari passu in all respects with all other existing issued shares in the capital of the Company. Application will be made for Shares issued on conversion of Notes to be admitted to trading on AIM.
The issue of the Notes was conducted under the authority granted to the board of directors pursuant to Section 120 the Company’s Articles of Association. The right of conversion of the Notes into ordinary shares falls within the current partial dis-application of pre-emption rights approved by shareholders at the June 19th 2007 Annual Shareholders Meeting.
The 10p conversion price represents a 90% premium to the closing mid market price of 5.25 pence per share on 23 April 2008 (being the latest practicable date before this announcement).
The net proceeds from the Placing of approximately £473,000 will allow the Company to continue to develop its business activities with a particular focus on existing software and hardware licensing projects in the television market.
Three of the Directors of DDD have agreed to subscribe for Notes. The nominal amount of the Notes that they have agreed to acquire and their underlying potential shareholdings upon conversion are set out in the table below:
Director |
Existing shareholding |
Nominal Amount of Notes acquired |
Resultant holding assuming conversion of the Notes |
% interest in the enlarged share capital of DDD assuming full conversion of the Notes |
Christopher Yewdall |
936,218 |
£15,000 |
1,086,218 |
1.37% |
Warren Littlefield |
215,000 |
£25,000 |
465,000 |
0.58% |
Hans Roger Snook |
2,300,302 |
£45,000 |
2,750,302 |
3.46% |
Arisawa Manufacturing Co., Ltd. (“Arisawa”), currently a holder of 28.64% of the existing issued ordinary share capital of the Company has agreed to acquire £425,000 of the Notes (the “Transaction”). Upon full conversion, this would increase Arisawa’s current interest to 25,564,807 ordinary shares representing 32.13% of the enlarged issued ordinary share capital of DDD (assuming full conversion of all the Notes).
The Transaction is a related party transaction for the purpose of AIM rule 13, Arisawa and certain Directors being related parties within the meaning of the AIM rules. The Directors of the Company, other than Messrs. Yewdall, Littlefield and Snook and Dr Sanji Arisawa, 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.
In view of the potential for the Transaction to result in Arisawa’s future ownership of more than 30% of the issued shares of the Company that would require Arisawa to tender an offer for the outstanding shares of the Company, the Company’s nominated adviser has discussed whether Rule 9 of the Takeover Code applies to the Company with the Takeover Panel. The Takeover Panel has confirmed to the Company’s nominated advisor that the Company is not subject to the Takeover Code (including Rule 9) since the Company’s central management and control is based outside the United Kingdom.
Current trading
Since the announcement of the interim results on 28 September 2007, the Company has made two significant commercial announcements. The first relates to the licensing of the Company’s TriDef 3D Experience 3D HDTV software to Samsung for use with their new range of 3-D ready Plasma televisions. Samsung announced the launch of their 3D ready range of Plasma HDTVs in late February. Since the introduction of the Company’s TriDef 3D Experience for Samsung’s range of 3D DLP® televisions in September 2007, the Company has shipped approximately 6,000 TriDef 3D Experience licenses to 3D TV customers.
In February 2008, the Company announced development and licensing agreements with Samsung Electronics to integrate DDD’s real-time 3D conversion and 3D image processing capabilities into a custom chip for inclusion in Samsung’s next generation 3D HDTVs. The Company has made good progress with the development phase of the project, with two of the three milestones having been delivered. The third milestone is on target for completion in May 2008. The company has recognised approximately £81,000 of development revenue related to the 3D TV market in the first quarter of 2008.
The Company also announced that it has delivered the world’s first ‘integrated’ 3D HDTV in partnership with Arisawa Manufacturing and Hyundai IT. Retail sales of the 46” Hyundai 3D LCD HDTV began on April 11th in electronics retail stores in Japan.
Following the delivery of the TriDef embedded 3D image processing solution for the Hyundai LCD TV, the Company is now actively involved in demonstrations to key executives at a number of Hollywood film and television studios and production companies. The Company has encoded examples of the most recent 3D Hollywood movies on Blu-Ray® disc. The Blu-Ray disc demonstrates how the studios can produce easy-to-use, high quality 3D entertainment for the consumer television market that will be compatible with the 3D HDTVs based on the Company’s TriDef 3D architecture being manufactured by licensees such as Samsung and Hyundai IT.
As the 3D market continues to grow, the Company expects to secure additional commercial contracts that may assist the Company in raising additional finance as may be required.
2007 Year End Results
The Company anticipates releasing the 2007 Full Year results in late June 2008 following the completion of the regulatory closed period that will now be enacted.
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 graphics applications with 3D displays; supply of 3D content through 2D to 3D conversion; and 3D transmission over existing networks. DDD is quoted on the London Stock Exchange’s Alternative Investment Market (AIM: DDD).
Background
- A new category of flat screen LCD and plasma displays are 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 flat-panel televisions in the United States and Japan, mobile phones in Japan and Korea and in desktop PC displays and notebook computers 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 Samsung Electronics, Sharp Corporation, Hyundai IT and Arisawa Manufacturing Company.
- 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.
- In October 2004 DDD signed an agreement with Arisawa Manufacturing Company Limited of Japan to develop 2D to 3D conversion solutions for consumer television. The agreement included a $250,000 development project to deliver TriDef Vision+, a hardware set top box capable of transforming normal 2D DVD and broadcast signals into 3D in real time.
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.
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