Equity Placing Announcement

DDD Group plc is pleased to announce that the Company has entered into agreements to complete the first stage of a planned equity placing and subscription to raise up to £762,400 (before expenses). The first portion of the placing and subscription includes, in aggregate, 10,825,000 new ordinary shares of 1 pence each (“New Shares”) at a price of 2 pence per share (“Issue Price”) (the “Equity Placing”).

Highlights

  • Subscription agreements for £216,500 or 10,825,000 New Shares with existing holders arranged by the Company
  • The net proceeds to be used to finance business development and licensing activities

Further details of the Equity Placing plan are set out below. Following the conclusion of the current share auction on February 22nd 2017 through the Company’s matched bargain service, Asset Match, future auctions will be suspended until such time as the remaining portion of the placing plan is completed.

Commenting on the transaction, Nicholas Brigstocke, Chairman of DDD said:

Based on the commercial momentum that the Company has demonstrated over the past several months, we are pleased to be able to announce this capital raising which will assist the Company in accelerating the commercial activities for our TriDef SmartCam products in the video conferencing and social photography markets.


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 computer vision image analysis techniques. During 2016, the demand for these new software products continued to grow resulting in almost 460,000 copies of the TriDef SmartCam app being distributed during the year.

TriDef SmartCam is a ‘mixed reality’ Windows and Mac OS X app that is used by customers in over 100 countries in the gamecasting, webcasting and video chat markets. TriDef SmartCam turns a conventional 2D webcam into a powerful compositing tool that can either blur or replace the user’s immediate environment with alternative background images and filter effects in real time.

Recently the Group has announced commercial agreements with mainstream manufacturers of notebook PCs, gaming PCs and PC motherboards with partners including Asus and Gigabyte Technology Co Ltd. Along with agreements with similar companies that the Group has recently signed but has yet to announce commercially, these agreements are expected to increase the distribution of TriDef SmartCam to over 30 million users in 2017 through preloads of the TriDef SmartCam app on the PC, distribution with PC peripherals and through app stores offered by the partner to their customers.

The Company will continue to service existing 3D technology licensees.

The Company expects that a successful conclusion of this financing transaction will provide sufficient working capital to accelerate business development activities for the TriDef SmartCam app and to complete the delivery of a new app targeting the emerging virtual reality PC gaming market that is based on the Group’s successful TriDef 3D Games software. Specifically, the Directors plan to utilise the proceeds to meet the working capital needs from currently identified opportunities during the current year.

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 plans to raise up to £762,400 (before expenses) by way of a placing of New Shares at an issue price of 2 pence per share. The New Shares will be placed with a combination of accredited investors and certain existing Shareholders.

The Placing Shares will represent up to a maximum of twenty per cent. (20%) of the issued share capital of the Company prior to the issue of the Placing Shares as allowed by the authority given to the Board by shareholders at the 2016 annual meeting.

The New Shares will be issued once 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.

Three of the Directors of DDD 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 £40,500; Nicholas Brigstocke £40,500 and Sanji Arisawa £40,500.

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 20 February 2017 will consist of 201,413,572 Ordinary Shares, with voting rights based on the current Equity Placing commitments. 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:

Significant and Substantial
Shareholders and Directors
Existing
shareholding
% interest
in the share
capital of
DDD prior
to the
Placing
Number of
New Shares
acquired
Resultant holding
following the Placing
and subscription
% interest in
the enlarged
share capital
of DDD
following the
Placing and
Subscription
Mr. Michael Stubbs 23,448,740 12.3% 4,750,000 28,198,740 14.0%
Mr. Nicholas Brigstocke* 3,581,323 1.9% 2,025,000 5,606,323 2.8%
Mr. Christopher Yewdall, CEO* 3,181,808 1.7% 2,025,000 5,206,808 2.6%
Dr. Sanji Arisawa* 2,889,200 1.5% 2,025,000 4,914,200 2.4%

*Director of the Company