DDD.L Regulatory News (DDD)

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR TO A US PERSON OR TO RESIDENTS OR CITIZENS OF AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

DDD Group plc

Completion of Equity Placing

DDD Group plc is pleased to announce that the Company has entered into agreements to complete a placing and subscription of, in aggregate, 24,175,000 new ordinary shares of 1 pence each ("New Shares") at a price of 2 pence per share ("Issue Price") (the "Equity Placing").

Highlights

· Equity Placing commitments for £428,000 or 21,400,000 New Shares with institutional and accredited investors arranged by Beaufort Securities Ltd.

· Subscription agreements for £55,500 or 2,775,000 New Shares with existing holders arranged by the Company

· The net proceeds (approx. £458,350) to be used to finance business development and licensing activities

o Licensing activities targeted at recently launched video conferencing and soon-to-be-launched social photography apps for tablet, smartphone and PC

o Planned phased increase in headcount from 17 to 20 staff in line with commercial license and development agreements

Further details of the Equity Placing are set out below.

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

"We are pleased to be able to announce completion of the capital raising which will assist the Company in delivering Android and iOS versions of our TriDef SmartCam products to the video conferencing and social photography markets."

Enquiries

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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 techniques. As announced in July 2014, the Company sought to complete a fundraising of up to £2.1 million to undertake its turnaround plan. This funding plan has been completed in stages based on achievement of commercial development milestones.

As part of the Company's turnaround plan, a range of new products have now been developed that are intended for use in larger 2D markets including video conferencing, social photography and improved social media engagement for PCs, smartphones and tablets. These new products supplement the existing licensing activities in the stereoscopic 3D consumer market. The first of these products, TriDef® SmartCam was launched in late May 2015 with the first products targeting the emerging gamecasting market launched with SplitmediaLabs, an affiliate, in August 2015.

The Company will continue to service existing 3D technology licensees and is working to secure additional patent license agreements through Dominion Harbor, its IP licensing advisor, for its 2D to 3D conversion patents in the consumer and professional 2D to 3D conversion services markets. Through June 30th 2015, over 53.5 million products have been shipped including the Company's patent protected 2D to 3D conversion technologies.

The Company expects that a successful conclusion of this financing transaction will provide sufficient working capital to complete the launch of the new social photography products into the mobile market. Specifically, the Directors plan to utilise the proceeds to meet the growth and working capital needs from currently identified opportunities during the current year, including a phased increase in headcount from 17 to 20 staff as new licensing and/or development agreements arise. The additional staff will focus primarily on software and application development and technical sales and will be based in the Company's existing operations in the US and Australia. The balance of the Placing proceeds will provide working capital for as-yet-unidentified opportunities in a rapidly evolving market as well as supporting ad-hoc costs incurred through the patent licensing program being managed by the Company's patent advisor.

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 will raise £483,500 (before expenses) by way of a placing of 24,175,000 New Shares arranged with Beaufort Securities Ltd at an issue price of 2 pence per share. The New Shares have been placed with a combination of institutional investors, accredited investors, and certain existing Shareholders conditional, inter alia, on the admission of the New Shares to the AIM market of the London Stock Exchange (the "Admission").

The Placing Price represents a discount of approximately 27.3 per cent. to the closing mid-market share price of 2.75 pence per Ordinary Share on 21 September 2015 (the latest practicable date prior to the date of this announcement). The Placing Shares will represent approximately 14.7 per cent. of the issued share capital of the Company prior to the issue of the Placing Shares.

The New Shares will be issued credited as 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 after the Admission.

Three of the Directors of DDD or their affiliates 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 £10,000; Victoria Stull £8,000 and Paul Kristensen £12,500 (the "Transaction").

The Transaction is a related party transaction for the purpose of AIM Rule 13, as certain Directors are related parties within the meaning of the AIM Rules. The Directors of the Company who are independent to this Transaction, Nicholas Brigstocke, Dr. Sanji Arisawa and Hans Snook, 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.

Application will be made for the Placing Shares to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange"). Settlement for the Placing Shares and Admission is expected to take place at 8.00 a.m. on 25 September 2015.

Placing Agreement

On 22 September 2015, DDD entered into a placing agreement (the "Placing Agreement") pursuant to which Beaufort Securities Ltd. agreed conditionally, as agent for the Company, to use its reasonable endeavours to procure subscribers for the New Shares at the Issue Price.

The Placing Agreement contains warranties and indemnities from DDD in favour of Beaufort Securities Ltd. which are customary for this type of agreement. Under the Placing Agreement, DDD has agreed to pay Beaufort Securities Ltd. commission on the aggregate value of the New Shares placed and subscribed for at the Issue Price and the costs and expenses of the Placing together with any applicable VAT. Beaufort Securities Ltd will also receive 250,000 new ordinary shares of the Company (£5,000 value) for the transaction. The Placing Agreement contains provisions entitling Beaufort Securities Ltd to terminate the Placing Agreement at any time prior to Admission in certain circumstances including, amongst other things, in the event of a material breach of the warranties set out in the Placing Agreement.

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 25 September 2015 will consist of 178,188,572 Ordinary Shares, with voting rights based on the current Equity Placing commitments and will then increase to 190,588,572 on 6 October 2015 when the final payments are received. 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:

* Director of the Company.

APPENDIX II: NOTES TO EDITORS

About DDD

DDD transforms the visual experience. Its advanced imaging and TriDef® solutions are licensed by leading brands for use in TVs, tablets and PCs. Over 53.5 million 3D products have been shipped by DDD's licensees worldwide. DDD's shares are quoted on the London Stock Exchange's AIM Market (AIM: DDD) and the OTCQX (DDDGY). For more information please visit www.ddd.com.

TrademarksTriDef is a trademark of DDD Group plc. All other trademarks are the property of their respective owners.

This announcement does not constitute a recommendation regarding the New Shares.

Past performance of the shares cannot be relied on as a guide to future performance. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this Announcement is subject to change without notice and the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.

No statement in this announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This announcement shall not constitute or form any part of any offer or invitation to subscribe for, underwrite or otherwise acquire, or any solicitation of any offer to purchase or subscribe for, securities including in the United States.

The distribution of this announcement and the offering of the New Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

This announcement does not constitute an offer of securities for sale in the United States of America. Neither this announcement nor any copy of it may be taken or distributed into the United States of America or distributed or published, directly or indirectly, in the United States of America. Any failure to comply with this restriction may constitute a violation of US securities law. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to or for the benefit of US persons unless they are registered under the Securities Act or pursuant to an available exemption therefrom. No public offering of securities is being made in the United States.

Beaufort Securities Ltd, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company in relation to the placing. Beaufort Securities Ltd. is not acting for any other person in connection with the matters referred to in this announcement and they will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaufort Securities Ltd. or for giving advice in relation to the matters referred to in this announcement.

This announcement has been issued by the Company and is the sole responsibility of the Company.

This announcement does not constitute a prospectus relating to the Company and has not been approved by the UK Listing Authority, nor does it constitute or form any part of any offer or invitation to purchase, sell or subscribe for, or any solicitation of any such offer to purchase, sell or subscribe for, any securities in the Company under any circumstances, and in any jurisdiction, in which such offer or solicitation is unlawful. Accordingly, copies of this announcement, including the appendix, are not being and must not be mailed or otherwise distributed or sent in or into or from the United States of America, Australia, Canada or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, any United States, Australian Canadian or Japanese person and any person receiving this announcement, (including, without limitation, custodians, nominees and trustees) must not distribute or send it, in whole or in part, in or into or from the United States of America, Australia, Canada or Japan or elsewhere where to do so would be unlawful.

The New Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange plc.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, "QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE PLACING SHARES ARE ONLY AVAILABLE TO RELEVANT PERSONS. NEITHER THE ANNOUNCEMENT NOR THESE TERMS AND CONDITIONS MAY BE ACTED UPON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY RECIPIENT OF THIS ANNOUNCEMENT WHO IS NOT A RELEVANT PERSON SHOULD TAKE NO OTHER ACTION.