DDD.L Regulatory News (DDD)

16 Nov 2006 07:02

DDD Group PLC16 November 2006 The information contained herein is restricted and is not for release ordistribution in the United States of America, Australia, Canada or Japan or to aUS person or to residents or citizens of Australia, Canada or Japan. DDD Group plc Placing 16 November 2006 Introduction DDD Group plc ("DDD" or the "Company") announces that on 15 November 2006 itentered into an agreement to place 16,300,000 ordinary shares of 10 pence eachin the capital of the Company ("Placing Shares") at a placing price of 10 penceper share to raise £1,630,000 before expenses (the "Placing"), conditional uponshareholder 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 inparticipating in this placing and I am particularly appreciative of the strongsupport received from Arisawa Manufacturing. Recent developments with the Company's existing 3D mobile phone softwarelicensee and the Company's first agreement to supply 3D content for mobilephones via SIM cards are important milestones towards the expected launch of a3D mobile phone incorporating DDD's software in 2007. The Company is also making excellent progress in addressing other large consumermarkets, namely 3D television and 3D digital cinema, and intends to play animportant role in transforming the visual experience with 3D software andcontent across all major consumer electronic devices." Enquiries: DDD Group Chris Yewdall, President and ChiefTel: (+1) 310-566-3340 Executive Officer Mark McGowan, Chief Financial OfficerE-mail: info@ddd.com Bell Pottinger Corporate & Financial Nick LambertTel: (+44) 20 7861-3232 The Placing Firm commitments have been received from placees in respect of all the PlacingShares. The issue of the Placing Shares will result in a 28.0% increase in theCompany's existing issued share capital and, when issued, will rank pari passuin all respects with all other existing issued shares in the capital of theCompany. The Placing is subject to the approval of DDD's shareholders at an ExtraordinaryGeneral Meeting to be held on 11 December 2006 ("EGM"). A circular will bedispatched 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% discountto 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 aggregatesubscription price of £1,630,000. It is expected that admission will take placeon or around 12 December 2006. The net proceeds from the Placing of approximately £1.5m will allow the Companyto continue to develop its business activities with a particular focus onexisting software and content licensing projects and the expansion of DDD'sproduct range to address the growing number of 3D platforms including mobiletelephones, television and digital cinema. Two of the Directors of DDD have agreed to acquire Placing Shares. The numberof Placing Shares that they have agreed to acquire and their subsequentshareholdings are set out in the table below: Director Existing Number of Placing Resultant holding % interest in the shareholding Shares to be assuming completion enlarged share acquired of the Placing capital of DDD assuming completion of the PlacingChristopher 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 theexisting issued ordinary share capital of the Company has agreed to acquire6,798,170 Placing Shares (the "Transaction"). This will increase Arisawa'sinterest to 21,314,807 ordinary shares representing 28.6% of the enlarged issuedordinary 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. TheDirectors of the Company, other than Dr Sanji Arisawa, consider, havingconsulted with the Company's nominated adviser, that the terms of theTransaction are fair and reasonable insofar as the shareholders are concerned. Irrevocable undertakings to vote in favour of the proposed resolution requiredto effect the Placing at the forthcoming EGM have been received from all ofDDD's Directors who own shares and certain shareholders in DDD who, togetherwith those Directors, hold approximately 53.1% of the existing issued sharecapital of DDD. In the event that the Placing (the only outstanding conditions of which are thepassing of the resolution at the EGM and admission of the Placing Shares totrading on AIM) is not successfully completed, the Company would be required toseek alternative sources of funding to maintain its viability as a goingconcern. Current trading Since the announcement of the interim results on 29 September 2006, the Companyhas made two significant commercial announcements. The first relates to therenewal of exclusive rights by one of the world's top five mobile phonemanufacturers for DDD's real time 2D to 3D conversion software for use on 3Dmobile phones in their domestic market. The Company currently expects that thelicensee will launch their 3D mobile phone in 2007. The second relates to theprovision of 3D content on SIM cards to be distributed by a European mobilephone network operator for which DDD shall earn a net royalty of US$4 per SIMcard. NOTES TO EDITORS DDD, also known as Dynamic Digital Depth, is transforming the viewing experiencewith software applications for glasses-free 3D displays. Its patentedtechnologies enable 3D viewing without glasses; simple integration of computergraphics applications with 3D displays; supply of 3D content through 2D to 3Dconversion; and 3D content transmission over existing networks. DDD is quotedon the London Stock Exchange's AIM market (AIM: DDD). Background • A new category of flat screen LCD and plasma displays are beingdeveloped and marketed by major consumer electronics companies that providestereoscopic 3D images without the need for the viewer to wear glasses.Stereoscopic 3D images appear to have natural in and off-screen depth. 3Ddisplays have already been included in mobile phones in Japan and in desktop PCdisplays and notebook computers in North America and Japan. • DDD's solutions provide an important bridge between conventionaltwo-dimensional (2D) software applications and content and the new 3D displays.Normal 2D pictures, video and computer graphics images are manipulated by DDD'spatented software enabling them to be displayed on 3D displays without requiringthe content to be created specially for a 3D display. DDD's solutions alsoenable automatic conversion of virtually any media from 2D to 3D without anypre-processing of the 2D image. • DDD licenses these software applications, marketed under the TriDef(R)and DDD Mobile(TM)brand names, to consumer electronics manufacturers forinclusion with the 3D display products supplied to their end users. DDD alsolicenses its software directly to end users who already own 3D displays andthrough an international sales channel. PC • In September 2003, DDD entered into a three-year, non-exclusivesoftware licensing agreement with Sharp which allows them to include five ofDDD's 3D software applications with their Actius range of switchable 2D/3Dnotebook PCs sold in Japan and North America. Mobile Phone • In 2003 and 2004, DoCoMo introduced two models of Sharp mobile phonesthat included 3D LCD displays developed by Sharp. DoCoMo sold approximately 2.8million glasses-free 3D mobile phones in Japan. • In July 2005, DDD entered into a two-year, non-exclusive, DDD Mobilesoftware licensing agreement and a development agreement with one of the world'stop five mobile phone manufacturers for a second-generation, glasses-free 3Dmobile phone. The licensing arrangements are expected to yield per unitroyalties once the licensee launches their 3D mobile phone. • In October 2006, the abovementioned DDD Mobile licensee renewed itsexclusive rights for DDD's real time 2D to 3D conversion capabilities for use on3D mobile phones in their domestic market. • DDD expects to license its DDD Mobile software library to additionalmobile phone manufacturers who wish to include 3D LCD displays in a variety ofwireless devices, including next generation smartphones and PDAs. The licensingarrangements are expected to yield per unit royalties. These projects may alsoinclude one-time development fees for assisting the manufacturer with theintegration of DDD's software into the 3D wireless device. Mobile Content • In July 2005, DDD entered into a memorandum of understanding withJamster! for the 2D to 3D conversion of images and animations from Jamster!'smobile content library using DDD's offline content conversion process forsubsequent download by 3D mobile phone owners. • In October 2006, DDD secured its first agreement to supply 3D contentfor mobile phones with a leading mobile phone SIM card manufacturer. The 3Dcontent bundle consists of six still images, five Multimedia Messaging Service(MMS) animations and five short video clips. • DDD intends to enter into revenue sharing agreements with mobile phonenetwork operators (carriers) and content providers for the conversion anddelivery of existing libraries of premium wallpaper, animations and movies towireless subscribers who download 3D content that has been converted from 2D to3D by DDD. Television • In September 2004, DDD entered into a hardware development agreementwith Arisawa for the TriDef Vision+ 3D set top box. DDD's set top box, combinedwith Arisawa's polarising materials applied to a large LCD television, allowsfor the real-time conversion of virtually any media from 2D to 3D for viewing onthe switchable 2D/3D television. DDD and Arisawa intend to license thissolution to global television manufacturers. Digital Cinema • DDD is currently investigating IP licensing opportunities in the 3Ddigital cinema market. This information is provided by RNS The company news service from the London Stock Exchange