DDD Group plc (“DDD” or the “Company”) announces that on 15 November 2006 it entered
into an agreement to place 16,300,000 ordinary shares of 10 pence each in the capital of the
Company (“Placing Shares”) at a placing price of 10 pence per share to raise £1,630,000
before expenses (the “Placing”), conditional upon shareholder approval and admission of the
Placing Shares to AIM.
Commenting on the Placing, Paul Kristensen, Chairman of DDD said:
“It is a great satisfaction to note the interest investors have shown in participating in this
placing and I am particularly appreciative of the strong support received from Arisawa
Recent developments with the Company’s existing 3D mobile phone software licensee and
the Company’s first agreement to supply 3D content for mobile phones via SIM cards are
important milestones towards the expected launch of a 3D mobile phone incorporating
DDD’s software in 2007.
The Company is also making excellent progress in addressing other large consumer markets,
namely 3D television and 3D digital cinema, and intends to play an important role in
transforming the visual experience with 3D software and content across all major consumer
Chris Yewdall, President and Chief Executive Officer
Mark McGowan, Chief Financial Officer
Tel: (+1) 310-566-3340
Bell Pottinger Corporate & Financial
Tel: (+44) 20 7861-3232
Firm commitments have been received from placees in respect of all the Placing Shares. The
issue of the Placing Shares will result in a 28.0% increase in the Company’s existing issued
share capital and, when issued, will rank pari passu in all respects with all other existing
issued shares in the capital of the Company.
The Placing is subject to the approval of DDD’s shareholders at an Extraordinary General
Meeting to be held on 11 December 2006 (“EGM”). A circular will be dispatched to DDD’s
shareholders on 17 November 2006 to enable it, inter alia, to allot the Placing Shares at 10
pence per share, representing a 13.0% discount to the closing mid market price of 11.5 pence
per share on 15 November 2006 (being the latest practicable date before this announcement),
for an aggregate subscription price of £1,630,000. It is expected that admission will take
place on or around 12 December 2006.
The net proceeds from the Placing of approximately £1.5m will allow the Company to
continue to develop its business activities with a particular focus on existing software and
content licensing projects and the expansion of DDD’s product range to address the growing
number of 3D platforms including mobile telephones, television and digital cinema.
Two of the Directors of DDD have agreed to acquire Placing Shares. The number of Placing
Shares that they have agreed to acquire and their subsequent shareholdings are set out in the
|Director||Existing shareholding||Number of Placing Shares to be acquired||Resultant holding assumingcompletion of the Placing||% interest in the enlarged share capital of DDD assuming completion of the Placing|
|Christopher Yewdall||991,508||104,710||1,096,218||1.47%||Hans Roger Snook||1,818,182||482,120||2,300,302||3.09%|
Arisawa Manufacturing Co., Ltd. (“Arisawa”), currently a holder of 25.0% of the existing
issued ordinary share capital of the Company has agreed to acquire 6,798,170 Placing Shares
(the “Transaction”). This will increase Arisawa’s interest to 21,314,807 ordinary shares
representing 28.6% of the enlarged issued ordinary share capital of DDD.
The Transaction is a related party transaction for the purpose of AIM rule 13, Arisawa being a
related party within the meaning of the AIM rules. The Directors of the Company, other than
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.
Irrevocable undertakings to vote in favour of the proposed resolution required to effect the
Placing at the forthcoming EGM have been received from all of DDD’s Directors who own
shares and certain shareholders in DDD who, together with those Directors, hold
approximately 53.1% of the existing issued share capital of DDD.
In the event that the Placing (the only outstanding conditions of which are the passing of the
resolution at the EGM and admission of the Placing Shares to trading on AIM) is not
successfully completed, the Company would be required to seek alternative sources of
funding to maintain its viability as a going concern.
Since the announcement of the interim results on 29 September 2006, the Company has made
two significant commercial announcements. The first relates to the renewal of exclusive
rights by one of the world’s top five mobile phone manufacturers for DDD’s real time 2D to
3D conversion software for use on 3D mobile phones in their domestic market. The
Company currently expects that the licensee will launch their 3D mobile phone in 2007. The
second relates to the provision of 3D content on SIM cards to be distributed by a European
mobile phone network operator for which DDD shall earn a net royalty of US$4 per SIM
Notes to Editors
DDD, also known as Dynamic Digital Depth, is transforming the viewing experience with applications for glasses-free 3D displays. Its patented technologies enable 3D viewing 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).
- 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 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 mobile phones in Japan 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.
- In 2003 and 2004, DoCoMo introduced two models of Sharp mobile phones that included 3D LCD displays developed by Sharp. DoCoMo sold approximately 2.8 million glasses-free 3D mobile phones in Japan.
- In July 2005, DDD entered into a two-year, non-exclusive, DDD Mobile software licensing agreement and a development agreement with one of the world’s top five mobile phone manufacturers for a second-generation, glasses-free 3D mobile phone. The licensing arrangements are expected to yield per unit royalties once the licensee launches their 3D mobile phone. The licensee renewed its exclusive rights for DDD’s real time 2D to 3D conversion capabilities for use on 3D mobile phones in their domestic market in October 2006.
- DDD expects to license its DDD Mobile software library to additional mobile phone manufacturers who wish to include 3D LCD displays in a variety of wireless devices, including next generation smartphones and PDAs. The licensing arrangements are expected to yield per unit royalties. These projects may also include one-time development fees for assisting the manufacturer with the integration of DDD’s software into the 3D wireless device.
Mobile Phone Content
- In November 2006, Orange Romania launched SIM+, a 128 MB memory SIM card that includes 3D mobile telephone content produced by DDD. The 3D content bundle consists of six still images, five Multimedia Messaging Service (MMS) animations and five short videos.
- In July 2005, DDD entered into a memorandum of understanding with Jamster! for the 2D to 3D conversion of images and animations from Jamster!’s mobile content library using DDD’s offline content conversion process. A number of pieces of Jamster!’s 3D mobile phone content converted by DDD were included on the SIM+ card launched by Orange Romania.
- DDD intends to enter into revenue sharing agreements with mobile phone network operators (carriers) and content providers for the conversion and delivery of existing libraries of premium wallpaper, animations and movies to wireless subscribers who download 3D content that has been converted from 2D to 3D by DDD.
- In September 2003, DDD entered into a three-year, non-exclusive software licensing agreement with Sharp which allows them to include five of DDD’s 3D software applications with their Actius range of switchable 2D/3D notebook PCs sold in Japan and North America.
- In September 2004, DDD entered into a hardware development agreement with Arisawa for the TriDef Vision+ 3D set top box. DDD’s set top box, combined with Arisawa’s polarising materials applied to a large LCD television, allows for the real-time conversion of virtually any media from 2D to 3D for viewing on the switchable 2D/3D television. DDD and Arisawa intend to license this solution to global television manufacturers.
DDD is currently investigating IP licensing opportunities in the 3D digital cinema market.