ddd group plc
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended, if you are resident in the United Kingdom, or if you are taking advice in another jurisdiction, from an appropriately authorised independent professional adviser. If you have sold or otherwise transferred all of your shares in DDD Group Plc you should deliver this document together with the enclosed Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, this document and any accompanying documents should not be sent or transmitted in, or into, any jurisdiction where to do so might constitute a violation of local securities law or regulations. If you have sold or otherwise transferred only part of your holding of your shares, please consult the stockbroker, bank or other agent through whom the sale or transfer was effected.
DDD GROUP PLC (Incorporated in England and Wales with Registered No. 04271085)
Notice of Annual General Meeting to be held on 22 June 2017 Notice of the Annual General Meeting to be held at 4:00 p.m. on 22 June 2017 at 3 More London Riverside, London SE1 2AQ, United Kingdom is set out on pages 5 to 8 of this document. A Form of Proxy for use at the meeting is enclosed with this document and should be returned as soon as possible and in any event so as to be received at the office of the Company’s registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom by not later than 4:00 p.m. on 20 June 2017. Proxy votes may also be made via the internet by accessing the registrar's website (www.investorcentre.co.uk/eproxy) as further explained in note 4 on page 7 of this document. Completion and return of the Form of Proxy will not preclude a shareholder from attending the General Meeting and voting in person.
LETTER FROM THE CHAIRMAN OF DDD GROUP PLC (Incorporated in England and Wales with Registered No. 04271085) 42-50 Hersham Road, Walton-on-Thames, Surrey, KT12 1RZ, United Kingdom Telephone +44 (0) 1903 706160 Facsimile +44 (0) 1372 463620 Directors: Nicholas Brigstocke (Chairman) Christopher Yewdall (Chief Executive Officer) Victoria Stull (Chief Financial Officer) Dr. Sanji Arisawa (Non-Executive) Hans Roger Snook (Non-Executive) 18 May 2017
TO THE REGISTERED HOLDERS OF THE ORDINARY SHARES OF £0.01 EACH IN THE CAPITAL OF DDD GROUP PLC (Shareholders) Dear Shareholder
Annual General Meeting 2017 I am writing to inform you that the Annual General Meeting (AGM) of DDD Group plc (Company) will be held at 4:00 p.m. on 22 June 2017 at 3 More London Riverside, London SE1 2AQ, United Kingdom. The formal notice of the AGM and the resolutions to be proposed are set out on pages 5 to 8. The business to be proposed and considered at the AGM is summarised below. ORDINARY BUSINESS 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 2016 (the Annual Report) and Shareholders will be asked to receive these. Re-appointment of Directors (Resolutions 2 to 4) Under the Company’s articles of association (the 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). Christopher Yewdall will retire by rotation, and will stand for re-election, in accordance with the Articles of Association. Nicholas Brigstocke, and Sanji Arisawa, both 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. The Directors are being proposed for re-election through separate resolutions numbered 2 to 4 inclusive. Details of the Directors, including those standing for re-election, appear on the Company’s website at www.dddgroupplc.com. Hans Snook has decided not to stand for re-election. I would like to thank him for his long and valuable service to the Company. Christopher Yewdall is an Executive Director and President and Chief Executive Officer of the Company. Under Chris’ leadership, the Company established its brand and market leadership position with international OEMs in the stereo 3D market and is now transitioning to launch innovative new products that address highly scalable growth markets. Chris is a strong executive leader and brings a demonstrable background in transforming emerging technologies and intellectual property into high margin revenue streams.
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Nicholas Brigstocke is a Non-Executive Director and currently the Chairman of the Board. 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. Auditors (Resolutions 5 and 6) 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 5 re-appoints Grant Thornton UK LLP as auditors of the Company and Resolution 6 authorises the Directors to fix their remuneration. SPECIAL BUSINESS Authority of Directors to allot shares (Resolution 7) The authority given to the Directors to allot further shares (or grant rights to subscribe for, or grant rights to convert securities into shares) in the capital of the Company requires the prior authorisation of the shareholders in general meeting under section 551 Companies Act 2006 (Act). Upon the passing of Resolution 7, the Directors will have authority to allot shares up to an aggregate nominal amount of £664,660 which is approximately thirty three (33) per cent of the current issued ordinary share capital of the Company as at 18 May 2017 (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 2018. 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 8) If the Directors wish to exercise the authority under Resolution 7 to issue 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 to subscribe for, or convert securities into, shares) for cash without first offering them to existing shareholders in proportion to their holdings. Resolution 8, 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 £402,820 which is equivalent to approximately twenty (20) per cent of the issued ordinary share capital of the Company as at 18 May 2017 (being the latest practicable date before publication of this notice). This authority, if given, will expire at the conclusion of the next Annual General Meeting of the Company to be held in 2018. The Directors intend to continue to seek to renew this authority at each Annual General Meeting. Authority to re-price the Convertible Unsecured Loan Notes (Resolution 9) The Group’s Convertible Unsecured Loan Notes (the Notes) were issued in 2014 and 2015 to assist in financing the Company and are fully described in Note 16 to the Consolidated Financial Statements in
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the 2016 Annual Report and Accounts being circulated with this notice. The Notes are held by the largest shareholder, Arisawa Manufacturing Company, and the Directors of the Company. Arisawa Manufacturing Company has continued to support the Company through multiple secured loans (detailed in Note 15 and Note 25 to the Consolidated Financial Statements), and certain of the Directors have recently added support through participation in a share placing at 2 pence per share (Note 24 to the Consolidated Financial Statements). In addition, the noteholders have agreed to extend the debt multiple times and to defer interest payments on the debt until the Company is in a better financial condition. In recognition of the previous support of the noteholders described above and in anticipation of additional support in the future (should it be required), it is proposed that the conversion price under all of the Notes be reduced to 2.5 pence per share (25% premium on the last placing price, and 8x the price on the delisting date of 0.3 pence per share). Currently, full conversion of the Notes would result in 12,350,000 new shares being issued (5,350,000 at a conversion price of 10p per share and 7,000,000 at a conversion price of 5p per share). Implementation of this change would result in the number of shares which would be issued on full conversion being increased from the current level by 23,050,000 to 35,400,000. Assuming that no other shares were issued, the shares issued on full conversion on the revised terms would comprise approximately 15 per cent. of the share capital as enlarged by their issue. Resolution 9, if passed, will authorise the proposed amendment of the conversion price under the Notes and the issue of the increased number of Shares which would result from full conversion at the reduced price. 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 4:00 p.m. on 20 June 2017. 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. Recommendation The Directors consider that all 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 20,434,983 ordinary shares, representing approximately 10.1 per cent of the Company’s issued ordinary share capital as at 18 May 2017 (being the latest practicable date before publication of this notice). Yours sincerely
Nicholas Brigstocke, Chairman
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DDD Group plc (Incorporated in England and Wales with Registered No. 04271085)
NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 15th Annual General Meeting of DDD Group plc (Company) will be held at 4.00 p.m. on 22 June 2017 at 3 More London Riverside, London SE1 2AQ, United Kingdom for the following purposes:
Ordinary Business: 1
To receive the annual report and audited accounts of the Company together with the reports of the Directors’ and the Auditor’s report for the year ended 31 December 2016.
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To re-elect Mr. Christopher Yewdall who retires by rotation in accordance with Article 86.1 of the Company’s articles of association and who, being eligible, offers himself for reelection as a Director of the Company.
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To re-elect Mr. Nicholas Brigstocke, who retires in accordance with Article 86.5 of the Company's articles of association and who, being eligible, offers himself for re-election, as a Director of the Company.
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To re-elect Dr. Sanji Arisawa, who retires in accordance with Article 86.5 of the Company’s articles of association and who, being eligible, offers himself for re-election, as a Director of the Company.
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To re-appoint Grant Thornton UK LLP as the Company’s auditors to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the meeting.
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To authorise the board of Directors of the Company to fix the remuneration of the Company’s auditors.
Special Business: 7
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
THAT in substitution for all subsisting authorities to the extent unused, the Directors be and they are hereby generally and unconditionally authorised in accordance with section 551 Companies Act 2006 (the Act) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount of £664,660. The authority conferred on the Directors hereby shall expire at the conclusion of the next annual general meeting of the Company to be held in 2018 save that under this authority the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for, or to convert any security into, shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. 8
To consider and, if thought fit, to pass the following resolution as a special resolution:
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THAT, subject to and conditional upon the passing of Resolution 7 at the meeting at which this resolution is being considered and in substitution for all subsisting authorities at the time of the passing of this Resolution, to the extent unused, the Directors be and are hereby authorised pursuant to section 570 of the Companies Act 2006 (the Act) to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by Resolution 7 as if section 561(1) of the Act did not apply to any such allotments, provided that this authority shall be limited to the allotment of equity securities: (A)
in connection with an offer of equity securities: (i)
to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii)
to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter (including any such problems arising by virtue of equity securities being represented by depositary receipts); (B)
pursuant to the terms of any share option scheme adopted by the Company; and
(C)
(otherwise than under paragraphs (A) and (B) of this Resolution 8) up to an aggregate nominal amount of £402,820
and shall expire at the conclusion of the annual general meeting of the Company to be held in 2018, except that the Company may before such expiry make offers or enter into agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offers or agreements as if the authority conferred hereby had not expired. 9
To consider and, if thought fit, to pass the following resolution as a special resolution:
THAT, subject to and conditional upon the passing of Resolution 7 at the meeting at which this resolution is being considered and in addition to the authorities granted upon the passing of Resolution 8 at such meeting and without prejudice to the authority to give effect to the conversion rights in respect of the Company’s existing convertible loan notes (the Notes) already granted: (i)
the Directors be and are hereby authorised pursuant to section 570 of the Companies Act 2006 (the Act) to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by Resolution 7 as if section 561(1) of the Act did not apply to any such allotments, provided that this authority shall be limited to the allotment of equity securities with an aggregate nominal amount of £230,050 as a consequence of reducing the conversion prices under the Notes as described in the circular to shareholders dated 18 May 2017 of which this notice of meeting forms a part; and
(ii)
such reduction in the conversion prices for the Notes, and the issue of shares on the revised basis if any conversion rights as so amended are exercised, be approved.
Dated 18 May 2017 Registered office: 42-50 Hersham Road Walton-on-Thames, Surrey, KT12 1RZ United Kingdom
By order of the Board, Company Secretary: David Venus and Company LLP
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Notes: 1
A member is entitled to appoint one or more proxies to exercise all or any of the member’s rights to attend, speak and vote at the Annual General Meeting (“AGM”). A proxy need not be a member of the Company but must attend the AGM for the member’s vote to count. If a member appoints more than one proxy to attend the AGM, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member.
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A Form of Proxy is provided with this notice. If a member wishes to appoint more than one proxy and so requires additional Forms of Proxy, the member should contact the Company’s registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom. To be valid, the Form of Proxy and any power of attorney or other authority under which it is signed (or a notarially certified copy of such authority) must be received by post or (during normal business hours only) deposited by hand at the Company’s registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom, not less than 2 working days before the time of the holding of the AGM or any adjournment thereof. Amended instructions must also be received by the Company’s registrars before the deadline for receipt of proxy forms. Completion and return of the Form of Proxy will not prevent a member from attending the AGM and voting in person if they wish to do so.
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In the case of joint holders, the vote of the senior who attends to vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the register of members.
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If you would like to submit your proxy vote electronically, you can do so by accessing our registrar's website (www.investorcentre.co.uk/eproxy). You will require the control number, your unique PIN (which will expire at the end of the voting period) and your Shareholder Reference Number ("SRN"), printed on the proxy card, in order to log in and submit your proxy vote electronically. You can access this site from any internet enabled PC or mobile device. The proxy appointment and any power of attorney or other authority under which the proxy appointment is made must be received by the Company’s registrar not less than 2 working days before the time of the holding of the AGM or any adjournment thereof.
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CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment thereof and should follow the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK and Ireland Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent ID: 3RA50 not less than 2 working days before the time for holding the AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK and Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed (a) voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The CREST Manual can be reviewed at www.euroclear.com/CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
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Pursuant to regulation 41(1) of the Uncertificated Securities Regulations 2001 (as amended), the Company has specified that only those shareholders registered on the register of members of the Company at 6 p.m. on 20 June 2017 (the “Specified Time”) (or, if the AGM is adjourned, 48 hours before the time of the adjourned AGM) shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM.
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Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that, if it is appointing more than one corporate representative, it does not do so in relation to the same shares.
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Any electronic address provided either in this Notice or in any related documents (including the Form of Proxy) may not be used to communicate with the Company for any purposes other than those expressly stated herein or in such related documents.
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As at 18 May 2017, being the last business day prior to the printing of this Notice, the Company’s issued ordinary share capital consisted of 201,413,572 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at 18 May 2017 are 201,413,572.
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Copies of the service agreements and letters of appointment between the Company and its Directors and a copy of the existing Articles of Association will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturdays, Sundays and Bank Holidays excluded) until the date of the AGM and also on the date and at the place of the AGM from 3:30 p.m. until the conclusion of the AGM.
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DDD GROUP PLC (Incorporated in England and Wales with Registered No. 04271085)
Notice of Annual General Meeting to be held on 22 June 2017 Notice of the Annual General Meeting to be held at 4:00 p.m. on 22 June 2017 at 3 More London Riverside, London SE1 2AQ, United Kingdom is set out on pages 5 to 8 of this document. A Form of Proxy for use at the meeting is enclosed with this document and should be returned as soon as possible and in any event so as to be received at the office of the Company’s registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom by not later than 4:00 p.m. on 20 June 2017. Proxy votes may also be made via the internet by accessing the registrar's website (www.investorcentre.co.uk/eproxy) as further explained in note 4 on page 7 of this document. Completion and return of the Form of Proxy will not preclude a shareholder from attending the General Meeting and voting in person.
LETTER FROM THE CHAIRMAN OF DDD GROUP PLC (Incorporated in England and Wales with Registered No. 04271085) 42-50 Hersham Road, Walton-on-Thames, Surrey, KT12 1RZ, United Kingdom Telephone +44 (0) 1903 706160 Facsimile +44 (0) 1372 463620 Directors: Nicholas Brigstocke (Chairman) Christopher Yewdall (Chief Executive Officer) Victoria Stull (Chief Financial Officer) Dr. Sanji Arisawa (Non-Executive) Hans Roger Snook (Non-Executive) 18 May 2017
TO THE REGISTERED HOLDERS OF THE ORDINARY SHARES OF £0.01 EACH IN THE CAPITAL OF DDD GROUP PLC (Shareholders) Dear Shareholder
Annual General Meeting 2017 I am writing to inform you that the Annual General Meeting (AGM) of DDD Group plc (Company) will be held at 4:00 p.m. on 22 June 2017 at 3 More London Riverside, London SE1 2AQ, United Kingdom. The formal notice of the AGM and the resolutions to be proposed are set out on pages 5 to 8. The business to be proposed and considered at the AGM is summarised below. ORDINARY BUSINESS 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 2016 (the Annual Report) and Shareholders will be asked to receive these. Re-appointment of Directors (Resolutions 2 to 4) Under the Company’s articles of association (the 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). Christopher Yewdall will retire by rotation, and will stand for re-election, in accordance with the Articles of Association. Nicholas Brigstocke, and Sanji Arisawa, both 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. The Directors are being proposed for re-election through separate resolutions numbered 2 to 4 inclusive. Details of the Directors, including those standing for re-election, appear on the Company’s website at www.dddgroupplc.com. Hans Snook has decided not to stand for re-election. I would like to thank him for his long and valuable service to the Company. Christopher Yewdall is an Executive Director and President and Chief Executive Officer of the Company. Under Chris’ leadership, the Company established its brand and market leadership position with international OEMs in the stereo 3D market and is now transitioning to launch innovative new products that address highly scalable growth markets. Chris is a strong executive leader and brings a demonstrable background in transforming emerging technologies and intellectual property into high margin revenue streams.
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Nicholas Brigstocke is a Non-Executive Director and currently the Chairman of the Board. 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. Auditors (Resolutions 5 and 6) 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 5 re-appoints Grant Thornton UK LLP as auditors of the Company and Resolution 6 authorises the Directors to fix their remuneration. SPECIAL BUSINESS Authority of Directors to allot shares (Resolution 7) The authority given to the Directors to allot further shares (or grant rights to subscribe for, or grant rights to convert securities into shares) in the capital of the Company requires the prior authorisation of the shareholders in general meeting under section 551 Companies Act 2006 (Act). Upon the passing of Resolution 7, the Directors will have authority to allot shares up to an aggregate nominal amount of £664,660 which is approximately thirty three (33) per cent of the current issued ordinary share capital of the Company as at 18 May 2017 (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 2018. 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 8) If the Directors wish to exercise the authority under Resolution 7 to issue 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 to subscribe for, or convert securities into, shares) for cash without first offering them to existing shareholders in proportion to their holdings. Resolution 8, 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 £402,820 which is equivalent to approximately twenty (20) per cent of the issued ordinary share capital of the Company as at 18 May 2017 (being the latest practicable date before publication of this notice). This authority, if given, will expire at the conclusion of the next Annual General Meeting of the Company to be held in 2018. The Directors intend to continue to seek to renew this authority at each Annual General Meeting. Authority to re-price the Convertible Unsecured Loan Notes (Resolution 9) The Group’s Convertible Unsecured Loan Notes (the Notes) were issued in 2014 and 2015 to assist in financing the Company and are fully described in Note 16 to the Consolidated Financial Statements in
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the 2016 Annual Report and Accounts being circulated with this notice. The Notes are held by the largest shareholder, Arisawa Manufacturing Company, and the Directors of the Company. Arisawa Manufacturing Company has continued to support the Company through multiple secured loans (detailed in Note 15 and Note 25 to the Consolidated Financial Statements), and certain of the Directors have recently added support through participation in a share placing at 2 pence per share (Note 24 to the Consolidated Financial Statements). In addition, the noteholders have agreed to extend the debt multiple times and to defer interest payments on the debt until the Company is in a better financial condition. In recognition of the previous support of the noteholders described above and in anticipation of additional support in the future (should it be required), it is proposed that the conversion price under all of the Notes be reduced to 2.5 pence per share (25% premium on the last placing price, and 8x the price on the delisting date of 0.3 pence per share). Currently, full conversion of the Notes would result in 12,350,000 new shares being issued (5,350,000 at a conversion price of 10p per share and 7,000,000 at a conversion price of 5p per share). Implementation of this change would result in the number of shares which would be issued on full conversion being increased from the current level by 23,050,000 to 35,400,000. Assuming that no other shares were issued, the shares issued on full conversion on the revised terms would comprise approximately 15 per cent. of the share capital as enlarged by their issue. Resolution 9, if passed, will authorise the proposed amendment of the conversion price under the Notes and the issue of the increased number of Shares which would result from full conversion at the reduced price. 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 4:00 p.m. on 20 June 2017. 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. Recommendation The Directors consider that all 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 20,434,983 ordinary shares, representing approximately 10.1 per cent of the Company’s issued ordinary share capital as at 18 May 2017 (being the latest practicable date before publication of this notice). Yours sincerely
Nicholas Brigstocke, Chairman
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DDD Group plc (Incorporated in England and Wales with Registered No. 04271085)
NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 15th Annual General Meeting of DDD Group plc (Company) will be held at 4.00 p.m. on 22 June 2017 at 3 More London Riverside, London SE1 2AQ, United Kingdom for the following purposes:
Ordinary Business: 1
To receive the annual report and audited accounts of the Company together with the reports of the Directors’ and the Auditor’s report for the year ended 31 December 2016.
2
To re-elect Mr. Christopher Yewdall who retires by rotation in accordance with Article 86.1 of the Company’s articles of association and who, being eligible, offers himself for reelection as a Director of the Company.
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To re-elect Mr. Nicholas Brigstocke, who retires in accordance with Article 86.5 of the Company's articles of association and who, being eligible, offers himself for re-election, as a Director of the Company.
4
To re-elect Dr. Sanji Arisawa, who retires in accordance with Article 86.5 of the Company’s articles of association and who, being eligible, offers himself for re-election, as a Director of the Company.
5
To re-appoint Grant Thornton UK LLP as the Company’s auditors to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the meeting.
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To authorise the board of Directors of the Company to fix the remuneration of the Company’s auditors.
Special Business: 7
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
THAT in substitution for all subsisting authorities to the extent unused, the Directors be and they are hereby generally and unconditionally authorised in accordance with section 551 Companies Act 2006 (the Act) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount of £664,660. The authority conferred on the Directors hereby shall expire at the conclusion of the next annual general meeting of the Company to be held in 2018 save that under this authority the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for, or to convert any security into, shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. 8
To consider and, if thought fit, to pass the following resolution as a special resolution:
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THAT, subject to and conditional upon the passing of Resolution 7 at the meeting at which this resolution is being considered and in substitution for all subsisting authorities at the time of the passing of this Resolution, to the extent unused, the Directors be and are hereby authorised pursuant to section 570 of the Companies Act 2006 (the Act) to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by Resolution 7 as if section 561(1) of the Act did not apply to any such allotments, provided that this authority shall be limited to the allotment of equity securities: (A)
in connection with an offer of equity securities: (i)
to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii)
to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter (including any such problems arising by virtue of equity securities being represented by depositary receipts); (B)
pursuant to the terms of any share option scheme adopted by the Company; and
(C)
(otherwise than under paragraphs (A) and (B) of this Resolution 8) up to an aggregate nominal amount of £402,820
and shall expire at the conclusion of the annual general meeting of the Company to be held in 2018, except that the Company may before such expiry make offers or enter into agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offers or agreements as if the authority conferred hereby had not expired. 9
To consider and, if thought fit, to pass the following resolution as a special resolution:
THAT, subject to and conditional upon the passing of Resolution 7 at the meeting at which this resolution is being considered and in addition to the authorities granted upon the passing of Resolution 8 at such meeting and without prejudice to the authority to give effect to the conversion rights in respect of the Company’s existing convertible loan notes (the Notes) already granted: (i)
the Directors be and are hereby authorised pursuant to section 570 of the Companies Act 2006 (the Act) to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by Resolution 7 as if section 561(1) of the Act did not apply to any such allotments, provided that this authority shall be limited to the allotment of equity securities with an aggregate nominal amount of £230,050 as a consequence of reducing the conversion prices under the Notes as described in the circular to shareholders dated 18 May 2017 of which this notice of meeting forms a part; and
(ii)
such reduction in the conversion prices for the Notes, and the issue of shares on the revised basis if any conversion rights as so amended are exercised, be approved.
Dated 18 May 2017 Registered office: 42-50 Hersham Road Walton-on-Thames, Surrey, KT12 1RZ United Kingdom
By order of the Board, Company Secretary: David Venus and Company LLP
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Notes: 1
A member is entitled to appoint one or more proxies to exercise all or any of the member’s rights to attend, speak and vote at the Annual General Meeting (“AGM”). A proxy need not be a member of the Company but must attend the AGM for the member’s vote to count. If a member appoints more than one proxy to attend the AGM, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member.
2
A Form of Proxy is provided with this notice. If a member wishes to appoint more than one proxy and so requires additional Forms of Proxy, the member should contact the Company’s registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom. To be valid, the Form of Proxy and any power of attorney or other authority under which it is signed (or a notarially certified copy of such authority) must be received by post or (during normal business hours only) deposited by hand at the Company’s registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom, not less than 2 working days before the time of the holding of the AGM or any adjournment thereof. Amended instructions must also be received by the Company’s registrars before the deadline for receipt of proxy forms. Completion and return of the Form of Proxy will not prevent a member from attending the AGM and voting in person if they wish to do so.
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In the case of joint holders, the vote of the senior who attends to vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the register of members.
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If you would like to submit your proxy vote electronically, you can do so by accessing our registrar's website (www.investorcentre.co.uk/eproxy). You will require the control number, your unique PIN (which will expire at the end of the voting period) and your Shareholder Reference Number ("SRN"), printed on the proxy card, in order to log in and submit your proxy vote electronically. You can access this site from any internet enabled PC or mobile device. The proxy appointment and any power of attorney or other authority under which the proxy appointment is made must be received by the Company’s registrar not less than 2 working days before the time of the holding of the AGM or any adjournment thereof.
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CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment thereof and should follow the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK and Ireland Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent ID: 3RA50 not less than 2 working days before the time for holding the AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK and Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed (a) voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The CREST Manual can be reviewed at www.euroclear.com/CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
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Pursuant to regulation 41(1) of the Uncertificated Securities Regulations 2001 (as amended), the Company has specified that only those shareholders registered on the register of members of the Company at 6 p.m. on 20 June 2017 (the “Specified Time”) (or, if the AGM is adjourned, 48 hours before the time of the adjourned AGM) shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM.
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Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that, if it is appointing more than one corporate representative, it does not do so in relation to the same shares.
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Any electronic address provided either in this Notice or in any related documents (including the Form of Proxy) may not be used to communicate with the Company for any purposes other than those expressly stated herein or in such related documents.
9
As at 18 May 2017, being the last business day prior to the printing of this Notice, the Company’s issued ordinary share capital consisted of 201,413,572 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at 18 May 2017 are 201,413,572.
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Copies of the service agreements and letters of appointment between the Company and its Directors and a copy of the existing Articles of Association will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturdays, Sundays and Bank Holidays excluded) until the date of the AGM and also on the date and at the place of the AGM from 3:30 p.m. until the conclusion of the AGM.
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