SDI Group Regulatory News (SDI)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF SCIENTIFIC DIGITAL IMAGING PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

12 February 2019

Scientific Digital Imaging plc

("SDI" the "Company", or the "Group")

(AIM: SDI)

PrimaryBid Offer

At 4:30 p.m. on 12 February 2019 the Company issued an announcement through RNS (the "Announcement") of a placing (the "Placing") at an issue price of 34 pence per New Ordinary Share (the "Issue Price"). In addition, the Company is pleased to announce an offer for subscription for up to 294,117 New Ordinary Shares at the Issue Price through PrimaryBid Limited (the "Offer"). The Offer, if subscribed for in full, would fully utilise the Company's remaining existing authorities to issue and allot for cash New Ordinary Shares in the Company. The funds raised by way of the Offer will be used to strengthen the balance sheet of the Company by reducing its net debt position following the acquisition of Graticules.

The opportunity to participate in the Offer is at an issue price of 34 (the "Issue Price") pence per New Ordinary Share.

Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the Offer by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The Offer, via the PrimaryBid.com platform, will be open to individual and institutional investors from 4.31 p.m. on 12 February 2019 to 9.00 p.m. on 12 February 2019. The Offer may close early if it is oversubscribed.

Subscriptions under the Offer will be considered by the Company on a "first come, first served" basis, subject to conditions (which are available to view on PrimaryBid.com) with any investment request over £25,000 first requiring consultation with the Company.

No commission is charged to investors on applications to participate in the Offer made through PrimaryBid. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid.com or the procedure for applications under the Offer, visit www.PrimaryBid.com or call PrimaryBid.com on +44 20 3026 4750. 

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Enquiries

Scientific Digital Imaging plc +44 1223 320480

Ken Ford, Chairman

Mike Creedon, CEO

Jon Abell, CFO

www.scientificdigitalimaging.com

finnCap Ltd +44 20 7220 0500

Ed Frisby/Kate Bannatyne - Corporate Finance

Andrew Burdis/Sunila de Silva - ECM

PrimaryBid Limited +44 20 3026 4750

Robert Beenstock

JW Communications +44 7818 430877

Julia Wilson - Investor & Public Relations

Details of the Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the Offer. The Company is therefore making the Offer available exclusively through PrimaryBid.com.

Retail and other investors may participate in the Offer of New Ordinary Shares on a first come, first served basis, exclusively through PrimaryBid.com.

The Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so. finnCap is not acting for the Company in relation to the PrimaryBid Offer

There is a minimum subscription of £100 per investor under the terms of the Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.com. This allocation will be filled on a "first come first served" basis.

Any investment request in excess of £25,000 will require the Company's consent and may be subject to scale back.

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com. The terms and conditions on which the Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.