3D Diagnostic Imaging PLC Proposal for 3D to become an investment company (9437L)
11 September 2012 - 4:00PM
UK Regulatory
TIDM3DD
RNS Number : 9437L
3D Diagnostic Imaging PLC
11 September 2012
11 September 2012
3D Diagnostic Imaging plc
("3D" or the "Company")
Proposal for 3D to become an investment company
On 6 August 2012 the Board announced, inter alia, that it was
intending to convene an extraordinary general meeting of the
Company at which the Directors would propose a resolution to cancel
the admission of the Company's ordinary shares to trading on
AIM.
Since that time the Board has been actively investigating
alternative options to a delisting which have the potential to
deliver greater value to shareholders. In this regard the Directors
are pleased to announce that the Company has today entered into an
implementation agreement (the "Implementation Agreement") with
Donald Strang, which envisages:
1. the transfer of all of the Company's existing assets and
liabilities into its 100% owned subsidiary and operating business,
CarieScan Limited ("CarieScan");
2. the issue of 380,000,000 new ordinary shares in the Company
at a price of 0.03p per share (the "New Shares") to new
subscribers. This issue will raise an aggregate of GBP114,000, of
which GBP100,000 will be injected in cash into CarieScan.
Immediately following this issue the Company will have a total of
620,974,824 shares in issue of which the new subscribers will hold
61.2 per cent and the Company's current shareholders will hold 38.8
per cent of the enlarged share capital;
3. the disposal of CarieScan to a newly formed company ("Newco")
for a nominal consideration (the "Disposal"). It is intended that
shares in Newco be gifted to the Company's existing shareholders so
that the ownership of Newco will mirror the current ownership of
the Company;
4. a reduction in the nominal value of the Company's ordinary
shares from 0.1 p per share to 0.001p
5. the adoption of a new investment strategy by the Company.
together, the ("Proposals").
Upon completion of the Proposals it is anticipated that Mr
Strang and one other will join the Board of the Company, at which
time David Snow and Graham Lay will step down from the Board.
Oliver Cooke will remain on the Board of the Company as a
non-executive director.
Under the terms of the Implementation Agreement Mr Strang has
agreed to reimburse certain costs incurred by the Company in
connection with the aborted delisting and to indemnify the Company,
up to a maximum of GBP75,000, against the costs of implementing the
Proposals.
The Proposals would require the approval of the Company's
shareholders as they would result in a fundamental change of
business for the Company under Rule 15 of the AIM Rules for
Companies. A circular providing further details of the Proposals
and convening a general meeting of the Company for this purpose,
will be sent to shareholders in the near future.
Further announcements will be made as appropriate.
Contact details:
3D Diagnostic Imaging Plc
Graham Lay, CEO
Oliver Cooke, CFO +44 (0) 1382 560 910
Allenby Capital Limited
(Nominated Adviser and Broker)
Nick Naylor
Nick Athanas +44 (0) 203 328 5656
This information is provided by RNS
The company news service from the London Stock Exchange
END
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