TIDMDDD
RNS Number : 9355Y
DDD Group PLC
23 May 2016
RNS: 23 May 2016
Time: 7:01am GMT
Headline: AGM Notice and Proposed AIM Cancellation
23 May 2016
DDD Group plc
Notice of Annual General Meeting and Proposed AIM
Cancellation
Los Angeles, California: DDD Group plc (AIM: DDD; OTCQX: DDDGY),
the advanced imaging and 3D solutions company, announces that the
Annual General Meeting will be held on 29 June 2016 at 10.30am at
the offices of Norton Rose Fulbright LLP, 3 More London Riverside,
London and will include a special resolution to approve the
cancellation of trading on AIM of all of the Ordinary Shares of the
Company pursuant to Rule 41 of the AIM Rules for Companies
The notice of AGM will be posted to shareholders on 24 May 2016.
Edited extracts of Part I of the Company's circular to Shareholders
are reproduced below. Electronic copies of the circular are now
available on the Company's website: www.dddgroupplc.com.
Under the AIM Rules the Cancellation can only be effected by the
Company after the passing of a resolution of the Shareholders in a
general meeting passed by a majority of not less than 75 per cent.
of the votes cast, and the expiry of a period of twenty business
days from the date upon which notice of the Cancellation is given
in accordance with AIM Rules. In addition, a period of at least
five business days following the passing of the resolution
approving the Cancellation is required before the Cancellation may
be put into effect. The notice of Cancellation has been submitted
to the AIM team and, subject to the Cancellation resolution being
passed by the requisite majority, it is expected that the
Cancellation will become effective from 7.00 a.m. on 7 July
2016.
The Company intends to put in place a matched bargain settlement
facility to serve as a limited platform for shareholders and other
persons who seek to buy or sell shares following Cancellation.
Enquiries
DDD Group
Chris Yewdall, President
& CEO
Victoria Stull, CFO +1 310 566 3340
Peel Hunt LLP (UK Nomad/Broker)
Richard Kauffer / Euan
Brown +44 (0)207 418 8900
Beaufort Securities (Joint
broker)
Elliot Hance +44 (0)207 382 8300
Berns & Berns (US PAL)
Michael Berns, esq. +1 212 332 3320
APPIX I - EXCERPT FROM AGM NOTICE - LETTER FROM THE CHAIRMAN OF
DDD GROUP PLC
TO THE REGISTERED HOLDERS OF THE ORDINARY SHARES
Dear Shareholder
Proposed AIM Cancellation and Annual General Meeting
1. Introduction
The purpose of this letter is to provide you with information on
the proposals to be put to the Annual General Meeting, to explain
why your Board considers them to be in the best interests of the
Company and Shareholders as a whole, and to recommend that you vote
in favour of the Resolutions to be proposed at the Annual General
Meeting.
Your specific attention is drawn to Resolution 10, which relates
to the proposal to cancel the trading of the Ordinary Shares on
AIM.
2. Background
The Company has been quoted on AIM since January 2002. The
Directors' rationale for seeking the original admission of the
Company's Ordinary Shares to trading on AIM included engendering a
level of interest in the Company that would gain support for its
growth plans, access to equity capital markets to fund business
growth, an enhanced corporate profile and a mechanism to provide a
market in the Company's Ordinary Shares.
The interest in DDD Group's solutions for consumer 3D products
was positive, however following the decline of the 3D consumer
market, the Company has seen a decline in its turnover in the last
two years, making it much harder to generate profits at the present
time. This has caused a substantial price decrease and reduction in
the liquidity of the stock making it difficult for the Company to
raise sufficient capital to fully fund its growth plans for
products and applications beyond the 3D market.
In addition, the Board has taken significant steps to reduce its
cost base each year but the task is being made much more difficult
by the additional expense of being an AIM listed company. The
listing expense has become excessive for the size of the business
and more importantly does not help to generate any additional
revenue or profit.
The Board has reached the view that the Company is not receiving
the benefits for which the AIM listing was originally sought, nor
is there any possible chance of the situation changing in the
foreseeable future. Accordingly the Board has concluded that in
their opinion, it is in the best interests of the Company and its
shareholders to seek a cancellation of trading from the AIM market.
This will cut significant expense and enhance the possibility of
potential dividends in the future.
3. Rationale for the AIM Cancellation
The Directors have concluded that a resolution should be put to
Shareholders to approve the AIM Cancellation for the following
reasons:
-- the costs associated with maintaining a listing on AIM
(including professional legal, accounting, broking and nominated
advisory costs and the costs and fees of the London Stock Exchange)
are now disproportionate to the value provided by the listing.
Management of the Company expects that the savings arising from the
AIM Cancellation will amount to more than GBP250,000 per annum;
-- like many other small listed companies, the Company suffers
from a lack of demand for its shares and, in practical terms, has a
small free float. As a result, the Board believes that there is
currently no reasonable prospect of the Company being able to use
the listing to raise money from other investors;
-- the low liquidity in the Company's shares tends to lead to a volatility in the share price;
-- there is a disproportionate amount of time spent by senior
management to ensure compliance with the AIM Rules and other
related regulatory requirements including corporate governance,
reporting and disclosure obligations; and
-- the AIM Cancellation will provide the board with significant
flexibility to progress the strategy and potentially return capital
to shareholders in the future.
4. Process for and principal effects of the AIM Cancellation
Under the AIM Rules, the Cancellation can only be effected by
the Company after the passing of a resolution of the Shareholders
in a general meeting passed by a majority of not less than 75 per
cent. of the votes cast, and the expiry of a period of twenty
Business Days from the date upon which notice of the Cancellation
is given in accordance with the AIM Rules. In addition, a period of
at least five Business Days following the passing of the
Cancellation Resolution is required before the Cancellation may be
put into effect. Subject to the passing of the Cancellation
Resolution at the General Meeting, it is expected that trading on
AIM in the Ordinary Shares will cease at close of business on 6
July 2016 with the Cancellation becoming effective from 7:00am on 7
July 2016.
The principal effects of the Cancellation are that:
-- there will no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares through AIM or any
other public stock market;
-- the Company will not be obliged to announce material developments or interim results;
-- the Company will no longer be required to comply with the AIM
Rules, or to have a nominated adviser; and
-- the Company will no longer be bound to comply with the
corporate governance requirements for companies with shares
admitted to trading on AIM.
The Company will, however, remain a public limited company and
will remain subject to the Takeover Code. Shareholders will benefit
from those provisions of the Takeover Code, including in the case
of an offer for all of the shares of the Company, whereby all
shareholders will need to be treated equally. Shareholders will
also continue to benefit from the relevant provisions of the Act,
which contains various provisions for the protection of minority
shareholders. No changes are currently proposed to be made to the
Company's Articles.
The Directors shall keep Shareholders informed of the Company's
progress from time to time as may be required and remain committed
to high standards of corporate governance. As such the Directors
will:
-- continue to provide Shareholders with copies of the Company's
audited accounts in accordance with the applicable statutory
requirements;
-- continue to hold general meetings in accordance with applicable statutory requirements;
-- keep shareholders updated in respect of certain matters
concerning the Company through announcements on the Company's
website and through an opt-in email distribution list; and
-- retain at least one non-executive director on the Board for the foreseeable future.
Whilst the Board believes the Cancellation is in the interests
of the Shareholders as a whole, it recognizes that the Cancellation
will make it more difficult for Shareholders to buy and sell
Ordinary Shares should they wish to do so. Accordingly the Board
will set up a matched bargain settlement facility to enable
Shareholders to trade their Ordinary Shares, and further
notification will be made once this is implemented. Under this
settlement facility, it is intended that Shareholders, or persons
wishing to trade shares, will be able to leave an indication with
the provider of the service that they are prepared to buy or sell
shares at an agreed price. In the event that the matched bargain
settlement facility is able to match that indication with an
opposite buy or sell instruction, they will contact both parties to
effect the bargain.
The Board intends to monitor the popularity of this arrangement
amongst Shareholders and will review it at regular intervals to
consider whether it remains cost effective. Information relating to
the facility will be put on the Company's website. The Company's
CREST trading facility will remain in place for so long as it
remains economic to do so.
5. Risks associated with retaining an interest in the Company following the AIM Cancellation
The Directors draw to the attention of Shareholders the
following factors which should be taken into account in assessing
how to vote on the AIM Cancellation and whether or not to retain
their interests in Shares in the event that the AIM Cancellation is
approved by the Shareholders and becomes effective:
-- as indicated in paragraph 4 above, there will be no public
market facility for dealing in the Shares and no price will be
publicly quoted for the Shares. As such, interests in Shares are
unlikely to be readily capable of sale and where a buyer is
identified, it may be difficult to place a fair value on any such
sale;
-- as an unquoted company, it will no longer be subject to the
AIM Rules and Shareholders will only be able to rely on the
protections afforded to shareholders under applicable English law
and the City Code;
-- the Company will no longer be subject to the rules relating
to disclosure of interests in Shares set out in the Disclosure and
Transparency Rules, such that it may be difficult to ascertain the
ownership of Shares from time to time;
-- the levels of transparency and corporate governance within
the Company are unlikely to be as stringent as for a company quoted
on AIM;
-- there may not be sufficient demand to enable sale of Shares prior to the Cancellation; and
-- there may be personal tax consequences for Shareholders (see below).
The above considerations are non-exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of the AIM Cancellation on them.
Taxation
Upon AIM Cancellation, certain tax benefits applicable to Shares
which are traded on AIM will cease to be available. If you are in
any doubt about your tax position, and/or are subject to tax in a
jurisdiction other than the UK, you should consult an appropriate
independent professional adviser. You or your tax advisor should
note that following AIM Cancellation the Company's Shares will no
longer be quoted on AIM or any other public market.
6. Resolutions
We will be seeking your approval of the AIM Cancellation at the
forthcoming Annual General Meeting. Details of all the Resolutions
to be proposed at the Annual General Meeting, including routine
business, are set out below. Resolutions numbered 1-8 (inclusive)
will be proposed as ordinary resolutions; this means that for each
of those Resolutions to be passed, more than half of the votes cast
must be in favour of the Resolution. Resolutions numbered 9 and 10
will be proposed as special resolutions; this means that for each
of those Resolutions to be passed, at least three-quarters of the
votes cast must be in favour of the Resolution.
Annual report and audited accounts (Resolution 1)
The Directors are required to present to Shareholders at the AGM
the annual report and accounts together with the Directors' reports
and the Auditor's report, for the year ended 31 December 2015 (the
Annual Report) and Shareholders will be asked to receive these.
Re-appointment of Directors (Resolutions 2 to 5)
Under the Company's Articles of Association, one third of the
Directors are required to retire by rotation each year. In
addition, no Director may serve for more than three years without
being re-elected by shareholders and any Non-Executive Director
serving more than nine years must be re-elected by shareholders
annually (such Non-Executive Directors are not taken into account
when determining which other Directors are to retire by
rotation).
Victoria Stull will retire by rotation in accordance with the
Articles of Association. Nicholas Brigstocke, Sanji Arisawa and
Hans Snook, all of whom are non-executive directors who have served
for more than nine years, are standing for re-election in
accordance with the Articles of Association. These Directors are
being proposed for re-election through separate resolutions
numbered 2 to 5 inclusive. Details of the directors, including
those standing for re-election, appear on page 14 of the Annual
Report. Paul Kristensen has decided not to stand for re-election. I
would like to thank him for his long and valuable service to the
Company.
Victoria Stull is an Executive Director and the Chief Financial
Officer of the Group. Victoria was appointed to the Board in July
2012 following a review by the Board and Nomination Committee given
her integral role in the Company through her assistance to the
executive team in developing and executing the strategic direction
as well as her role in the financial planning, record-keeping and
reporting.
Nicholas Brigstocke is a Non-Executive Director and currently
the Chairman of the Board as well as of the Remuneration and
Nomination Committee. Nick also serves on the Audit and Corporate
Governance Committee. Nick's experience in the financial industry
brings a strong skill-set for strategic and financial planning as
well as knowledge of public markets and companies.
Dr. Sanji Arisawa is President and CEO of Arisawa Manufacturing
Company, which is the Company's largest corporate shareholder. As
such, the Board has determined that Dr. Arisawa cannot be
classified as an "independent" non-executive director. However, Dr.
Arisawa brings significant knowledge and experience to the Board
regarding business practices in Asia, where many of the Company's
customers are based, and thoughtfully challenges the strategy of
the Group to facilitate its success.
Hans Snook has served as a Director of the Company since 2006
and is considered, after review by the other Directors, to continue
to demonstrate independence in character and judgement. His
background and knowledge as an entrepreneur and businessman are
valuable in determining the strategic direction of the Company,
particularly his expertise in consumer brand establishment.
Auditors (Resolutions 6 and 7)
The Company is required at each general meeting at which
accounts are presented to appoint auditors to hold office until the
next such meeting. Grant Thornton UK LLP have indicated their
willingness to continue in office. The audit committee has reviewed
auditor independence, effectiveness and cost, and the Directors
recommend the reappointment as a result of that review.
Accordingly, Resolution 6 re-appoints Grant Thornton UK LLP as
auditors of the Company and Resolution 7 authorises the Directors
to fix their remuneration.
Authority of Directors to allot shares (Resolution 8)
The authority given to the Directors to allot further shares in
the capital of the Company requires the prior authorisation of the
shareholders in general meeting under section 551 of the Act. Upon
the passing of Resolution 8, the Directors will have authority to
allot shares up to an aggregate nominal amount of GBP628,900 which
is approximately thirty three (33) per cent of the current issued
ordinary share capital of the Company as at 20 May 2016 (being the
latest practicable date before publication of this notice).
This authority, if given, will expire at the conclusion of the
Annual General Meeting of the Company to be held in 2017. The
Directors intend to continue to seek to renew this authority at
each Annual General Meeting in accordance with current best
practice.
Disapplication of pre-emption rights (Resolution 9)
If the Directors wish to exercise the authority under Resolution
8 and offer shares for cash, the Act requires that, unless
shareholders have given specific authority to waive their statutory
pre-emption rights, the new shares must be offered first to
existing shareholders in proportion to their existing
shareholdings. In certain circumstances, it may be in the best
interests of the Company to allot new shares (or to grant rights
over shares) for cash without first offering them to existing
shareholders in proportion to their holdings.
Resolution 9, if passed, will authorise the Directors to do this
by allowing the Directors to allot shares for cash (i) by way of a
rights issue, open offer or other offer of securities in favour of
existing shareholders in proportion to their shareholdings (subject
to certain exclusions), (ii) in accordance with any share option
scheme adopted by the Company and (iii) otherwise than pursuant to
(i) and (ii) up to an aggregate nominal value of GBP381,200 which
is equivalent to approximately twenty (20) per cent of the issued
ordinary share capital of the Company as at 20 May 2016 (being the
latest practicable date before publication of this notice).
This authority, if given, will expire at the conclusion of the
Annual General Meeting of the Company to be held in 2017. The
Directors intend to continue to seek to renew this authority at
each Annual General Meeting in accordance with current best
practice.
Cancellation of Admission to trading on AIM (Resolution 10)
Following careful consideration at a meeting of the Board held
in May 2016, the Directors concluded that it is no longer in the
best interests of the Company to maintain the Admission and so
resolved to notify the London Stock Exchange pursuant to Rule 41 of
the AIM Rules of their intention to cancel (subject to the passing
of this Resolution 10 at the Annual General meeting) the Admission
of the Company's securities.
As set out at paragraph 3 above, the Company would benefit from
substantial cost savings as a result of the AIM Cancellation. After
careful consideration, the Board believes it is in the best
interests of the Company and Shareholders generally to seek the AIM
Cancellation at the earliest opportunity.
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the Cancellation. The
Cancellation is conditional upon the approval of not less than 75
per cent. of the votes cast by shareholders (whether present in
person or by Form of Proxy) at the Annual General Meeting.
Accordingly, Resolution 10 seeks the Shareholders' approval to the
AIM Cancellation. The Resolution approving the AIM Cancellation is
not conditional on the passing of any other Resolution. Subject to
the Resolution approving the AIM Cancellation being passed at the
Annual General Meeting, it is anticipated that trading in the
Ordinary Shares on AIM will cease at close of business on 6 July
2016 with the AIM Cancellation expecting to take effect on 7 July
2016. As a result, the Company will no longer be required to comply
with the AIM Rules and will not be required to retain a nominated
adviser.
Shareholders should note however that the Company will
nevertheless remain subject to the provisions of the City Code
following the AIM Cancellation.
7. Annual General Meeting
As explained above, the Resolutions are subject to the approval
of Shareholders in a general meeting. A notice convening the Annual
General Meeting of the Company to be held on 29 June 2016 at 10:30
am at the offices of Norton Rose Fulbright at 3 More London
Riverside, London SE1 2AQ is set out at the end of this
document.
8. Action to be taken
You will find enclosed a Form of Proxy for use in connection
with the AGM. Whether or not you intend to be present at the AGM,
you are requested to complete and return the Form of Proxy in
accordance with the instructions printed on it as soon as possible
and, in any event, so as to be received by the Company's
registrars, Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY, United Kingdom, not later than 2
working days before the time appointed for the AGM, that is to say,
no later than 10.30 a.m. on 27 June 2016. Alternatively, you may
prefer to register the appointment of a proxy for the meeting
electronically. If so, please access the website
www.investorcentre.co.uk/eproxy which is operated by Computershare,
where full details of the procedure are given. The proxy
appointment and instructions must be received electronically by
Computershare not less than 2 working days before the time
appointed for the AGM.
Completion and return of the Form of Proxy will not preclude a
shareholder from attending the AGM and voting in person.
9. Recommendation
The Directors consider that all the Resolutions to be put to the
meeting are in the best interests of the Company and its
shareholders as a whole and recommend shareholders to vote in
favour of all the resolutions, as they intend to do (other than in
relation to their own appointments as Directors) in respect of
their holdings of in aggregate 14,865,909 ordinary shares,
representing approximately 7.8 per cent of the Company's issued
ordinary share capital as at 20 May 2016 (being the latest
practicable date before publication of this notice).
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this document 23 May 2016
Latest time and date for receipt 10:30 am BST on
of Forms of Proxy for the General 27 June 2016
Meeting
Annual General Meeting 10:30 am BST on
29 June 2016
Expected last day of dealings 6 July 2016
in Ordinary Shares on AIM
Cancellation of admission to 7:00 am BST on
trading on AIM of the Ordinary 7 July 2016
Shares
Notes:
(1) Each of the times and dates set out in the above timetable
and mentioned in this document is subject to change by the Company,
in which event details of the new times and dates will be notified
by an appropriate announcement to a Regulatory Information
Service.
(2) References to times in this document are to London BST times unless otherwise stated.
DEFINITIONS
The following definitions apply throughout this document unless
the context otherwise requires:
Act the Companies Act 2006, as
amended
Admission the admission to trading on
AIM of the Ordinary Shares
AIM a market operated by London
Stock Exchange
AIM Cancellation the proposed cancellation of
Admission
AIM Rules the London Stock Exchange AIM
Rules for Companies
Annual General Meeting the annual general meeting
or AGM of the Company to be held at
10:30 am on 29 June 2016 (or
any adjournment of it), notice
of which is set out at the
end of this document
Articles or Articles the articles of association
of Association of the Company in force at
the date of this document
Board or Directors the board of directors of the
Company
Business Day any day upon which the London
Stock Exchange is open for
business and any reference
to business days shall be to
clear business days
City Code or Takeover City Code on Takeovers and
Code Mergers
Company DDD Group plc (company number
04271085)
CREST the relevant system (as defined
in the CREST Regulations) for
the paperless settlement of
share transfers and the holding
of shares in uncertificated
form in respect of which Euroclear
UK & Ireland Limited is the
operator (as defined in the
CREST regulations)
CREST Regulations the Uncertificated Securities
Regulations 2001 (SI 2001/3855),
as amended
London Stock Exchange London Stock Exchange plc
Notice the notice convening the Annual
General Meeting at the end
of this document
Ordinary Shares or ordinary shares of 1 pence
Shares each in the capital of the
Company
Resolutions the resolutions set out in
the Notice and Resolution shall
mean any of them
Shareholders the holders of the Ordinary
Shares
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCMMGZKNGRGVZM
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May 23, 2016 02:01 ET (06:01 GMT)
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