Afriag Global Regulatory News (AFRI)

3D DIAGNOSTIC IMAGING PLC

("3D" or the "Company")

Balance Sheet Strengthened Through £1.41m 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 £1.41 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:

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 £1.41 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 £714,000 (2010: £2,800) and a loss from operations at £2,400,000 (2010: £1,200,000). The Group's cash balance at 30 June 2011 was £520,000 (2010: £67,000).

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 £520,000. 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 £1.41 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:

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:

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

"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.

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