3D Diagnostic Imaging PLC Proposal for 3D to become an investment company (9437L)

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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                 [phone] 
 Allenby Capital Limited 
  (Nominated Adviser and Broker) 
 Nick Naylor 
  Nick Athanas                      [phone] 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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