Successful admission to PLUS 3D Diagnostic Imaging Plc (3D)

Bircham Dyson Bell acted for 3D Diagnostic Imaging Plc (3D) on its successful admission to the PLUS-quoted market with a market capitalisation of £7 million. This was the latest in a series of transactions for the client which demonstrates the range of services we offer to companies throughout their life.3D is a holding company whose wholly owned subsidiary, CarieScan Limited (CarieScan), is a leading producer of handheld devices for the early detection and monitoring of tooth decay. The Company now markets the CarieScan PRO (PRO), an innovative, hand-held device which looks similar to an electric toothbrush in appearance and can be used by either a dentist or dental hygienist for the early detection and monitoring of tooth decay.We were first instructed in May 2008, shortly after IDMoS Plc (IDMoS), the former AIM company which originally developed the product, went into administration. Our first job was to incorporate a new company, CarieScan Limited, and issue shares to the founders. CarieScan was established to acquire the intellectual property rights for the exploitation of novel technology in a range of commercial applications from the administrators of IDMoS. We carried out due diligence on the assets to be acquired while negotiating the contract for the purchase of the assets from the administrators. Once the company had been established and the assets acquired, the next stage was to help with the fundraising. It was always the intention to float the company on the PLUS-quoted market, so we put in place a structure that would be suitable for floating by incorporating a new holding company at the top of the group. 3D raised £2 million through an issue of convertible loan stock and new shares to Evolve Capital plc and investors introduced by Evolve, together with matched funding from Scottish Enterprise. Since CarieScan is a Scottish company and the business is based in Scotland, 3D was able to attract matched funding from Scottish Enterprise. Scottish Enterprise invested at the pre-IPO stage and entered into a shareholders agreement with the management and other investors to ensure that their investment was protected prior to the admission to PLUS. The final stage was to admit the shares to the PLUS-quoted market operated by PLUS Markets Plc. Since the fundraising had already been completed, this was a straightforward process. We completed our due diligence report to the Company's PLUS Corporate Adviser and helped to prepare and verify the PLUS Admission Document. We also prepared new service contracts for the management team and prepared all the documentation for the application to PLUS and the conversion of the Loan Stock into shares in the Company. Andrew Chadwick led the team at Bircham Dyson Bell. Commenting on the flotation, Graham Lay, Chief Executive, said: "We are delighted to be joining the PLUS market. We believe that the PRO is the future of modern dentistry and that there is enormous global need for a product which can prevent dental decay. The PRO addresses that need.
The flotation is an important step for us, raising our profile and enabling us to build on our position as a leading supplier of dental devices to grow the business. We look forward to a bright future and to delivering value for our shareholders.”This was an interesting transaction and marks a key step in the Company's development. We look forward to continuing to act for 3D as its business grows.