Scientific Digital Imaging : 19 December 2016 - Placing Document & Notice of General Meeting Download

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about what action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised and regulated under the Financial Services and Markets Act 2000 (as amended). If you have sold or otherwise transferred all of your Ordinary Shares, please send this document and accompanying Form of Proxy at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom you have sold or transferred your shares for delivery to the purchaser or transferee. Such documents should, however, not be forwarded to or transmitted into any jurisdiction outside of the UK. Any failure to comply with such restriction may constitute a violation of the securities laws of any such jurisdiction. If you have sold only part of your holding of Ordinary Shares, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.

The issue of the New Shares will not constitute an offer to the public requiring an approved prospectus under section 85 of the Financial Services and Markets Act 2000 (as amended) and accordingly this document does not constitute a prospectus, nor does it constitute an admission document drawn up in accordance with the AIM Rules.

finnCap, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is a member of the London Stock Exchange, is the Company's nominated adviser and broker for the purposes of the AIM Rules. finnCap is acting exclusively for the Company and will not be responsible to any other person for providing the protections afforded to its customers nor for providing advice in relation to the contents of this document or any other matter referred to herein. finnCap has not authorised the contents of this document for any purpose and, without limiting the statutory rights of any person to whom this document is issued, no representation or warranty, express or implied, is made by finnCap as to any of the contents or the completeness of this document.

The contents of this document have not been examined or approved by the London Stock Exchange, the Financial Conduct Authority or by any other regulatory authority. The Directors, whose names are set out at page 7, and the Company accept responsibility for the information contained in this document including individual and collective responsibility. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document, for which they accept responsibility, is in accordance with the facts and does not omit anything likely to affect the import of such information. The whole of the text of this document should be read.

SCIENTIFIC DIGITAL IMAGING PLC

(incorporated and registered in England and Wales with registered no: 06385396)

Placing of 23,769,231 new Ordinary Shares, the issue of 769,231 new Ordinary Shares as Consideration Shares and a Subscription for 76,924 new Ordinary Shares, in each case at 13 pence per Ordinary Share and Notice of General Meeting This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Scientific Digital Imaging plc set out in this document which recommends you to vote in favour of the GM Resolutions to be proposed at the General Meeting referred to below.

Notice of a General Meeting of Scientific Digital Imaging plc, to be held at the offices of Birketts LLP, 22 Station Road, Cambridge CB1 2JD at 11.00 a.m. on 10 January 2017, is set out at the end of this document. The Form of Proxy for use at the General Meeting accompanies this document and, to be valid, should be completed and returned in accordance with the instructions set out thereon as soon as possible but in any event so as to reach the Company's registrars, Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, not later than 11.00 a.m. on 6 January 2017. If you hold your Ordinary Shares in CREST, you may appoint proxies in respect of the General Meeting by completing and transmitting CREST proxy instructions to the Company's agent, Share Registrars Limited (CREST participant ID: 7RA36). To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by Share Registrars Limited not later than 48 hours prior to the meeting (excluding any part of a day that is not a working day). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which Share Registrars Limited is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5) of the Uncertificated Securities Regulations 2001. Completion of a Form of Proxy will not prevent a Shareholder from attending the meeting and voting in person.

Application will be made for the New Shares to be admitted to trading on AIM. Subject to Admission becoming effective, it is expected that dealings in the New Shares will commence on AIM at 8.00 a.m. on 12 January 2017. The New Shares will rank pari passu in all respects with the Existing Shares and all dividends and other distributions declared, paid or made in respect of the Existing Shares after admission of the New Shares.

This document is being supplied to you solely for your information and may not be reproduced, re-distributed or passed to any other person or published in whole or in part for any purpose.

This document does not constitute an offer to buy or subscribe for, or the solicitation of an offer to buy or subscribe for, the New Shares in any jurisdiction in which such offer or solicitation is unlawful. The New Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) or under the securities laws of any state of the United States nor do they qualify for distribution under any of the relevant securities laws of Canada, Australia, New Zealand, the Republic of Ireland, the Republic of South Africa or Japan. Accordingly, the New Shares may not, directly or indirectly, be offered, sold or taken up, delivered or transferred in or into the United States, Canada, Australia, New Zealand, the Republic of Ireland, the Republic of South Africa or Japan or any other territory outside the United Kingdom. The distribution of this document outside the United Kingdom may be restricted by law and therefore persons outside the United Kingdom into whose possession this document has come should inform themselves and observe any restrictions as to the Placing or the distribution of this document.

In accordance with the AIM Rules, this document is available to Shareholders on the Company's website: http://www.scientificdigitalimaging.com

IMPORTANT NOTICE Notice in relation to Overseas Persons

The distribution of this document and the accompanying Form of Proxy in or into jurisdictions other than the UK may be restricted by law and therefore any person into whose possession this document comes should inform themselves about and observe any of those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction.

Subject to certain exceptions, this document is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, New Zealand, Canada, Japan, New Zealand or the Republic of South Africa or any jurisdiction where to do so might constitute a violation of local securities laws or regulations. This document does not constitute an offer to buy or subscribe for, or the solicitation of an offer to buy or subscribe for, Ordinary Shares or any New Shares in any jurisdiction in which such offer or solicitation is unlawful.

The New Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) or under the securities laws of any state of the United States. In addition, the New Shares shall not qualify for distribution nor have they been registered under any of the relevant securities laws of Australia, New Zealand, Canada, Japan, or the Republic of South Africa.

The New Shares are being offered outside of the United States pursuant to Regulation S of the Securities Act and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the New Shares in the United States. The New Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Shares, or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. In addition, offers, sales or transfers of the New Shares in or into the United States for a period of time following completion of the New Shares by a person (whether or not participating in the Placing or a party to the SPA) may violate the registration requirement of the Securities Act.

Cautionary note regarding forward-looking statements

This document contains a number of forward looking statements relating to the Group including with respect to the trading prospects of the Group. The Company considers any statements that are not historical facts as "forward looking statements". They relate to events and trends that are subject to risks, uncertainties and assumptions that could cause the actual results and financial position of the Group to differ materially from the information presented in the relevant forward looking statement. When used in this document the words "intend", "believe", "expect", "should", and similar expressions, as they relate to the Group or management of it, are intended to identify such forward looking statements. Shareholders are cautioned not to place undue reliance on these forward looking statements which speak only as at the date of this document. Neither the Company nor any member of the Group nor finnCap nor any of their respective officers, directors and employees undertakes any obligation to update publicly or revise any of the forward looking statements whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the AIM Rules and other regulations.

CONTENTS Page

Statistics 3

Expected Timetable of Principal Events 4

Definitions 5

Letter from the Chairman 7

Notice of General Meeting 12

STATISTICS

Number of Existing Shares 64,224,808

Number of Placing Shares being placed on behalf of the Company 23,769,231

Number of Consideration Shares being issued pursuant to the SPA 769,231 Number of Subscription Shares being subscribed pursuant to the Subscription 76,924 Enlarged Issued Share Capital following Admission 88,840,194

Issue Price 13 pence

Discount of Issue Price to the closing middle market price* 23.5 per cent. Number of New Shares as a percentage of the Enlarged Issued Share Capital 27.7 per cent.

* on 19 December 2016, being the last practical date prior to the announcement of the Acquisition and Placing

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of Forms of Proxy 11.00 a.m. on 6 January 2017 for the General Meeting

Date and time of General Meeting 11.00 a.m. on 10 January 2017 Admission and commencement of dealings in the New Shares 8.00 a.m. on 12 January 2017 CREST accounts credited with New Shares 12 January 2017

Completion of the Acquisition 12 January 2017

Despatch of definitive share certificates for New Shares By 27 January 2017