Strang will turn 3D into an investment vehicle and will hand control of Dundee-based dental technology subsidiary CarieScan to its current investors, along with a £100,000 cash injection.
He plans to raise £114,000 from new backers to fund the deal, which comes a month after Isle of Man-based 3D said it would de-list because it couldn’t raise further money on Aim.
3D’s board said yesterday that the deal came about after they looked at “alternative options to a de-listing, which have the potential to deliver greater value to shareholders”.
Once the transfer is complete, 3D chief executive Graham Lay and chairman David Snow will step down from the board, but finance director Oliver Cooke is expected to remain as a non-executive director.
Last month 3D unveiled plans to slash costs by £60,000 per month as well as the de-listing. Shares in the penny stock plunged 54 per cent, despite assurances that the company had increased sales in the half-year.
Under yesterday’s deal, CarieScan’s assets will be “gifted” to its existing shareholders for a nominal sum as a private “newco”.
Shareholders – including Scottish Enterprise, which has a 7.3 per cent stake in the firm – will maintain their stakes in the newco in the same proportion to their existing holdings.
Current investors will also hold 38.8 per cent of the enlarged share capital of Aim-quoted 3D, with Strang and his backers owning the rest.
Under the agreement struck by the 3D board, Strang will also cover “certain costs” related to the aborted de-listing, and will also provide an indemnity up to £75,0000 against the cost of the transfer of ownership.
It is not yet known what Strang – previously a non-executive director at African mining giant Lonrho – plans to do with the listing, which will become a “cash shell” once CarieScan is handed to its investors.
Under rules established by Aim in 2005, cash shells – companies with a listing but no operating business – which have raised less than £3 million are required to make a “substantial” investment within 12 months of becoming a shell, or risk having their shares suspended.
The move by the board of 3D strikes an uncertain note in the company’s already-chequered history. 3D had transferred to Aim from the Plus stock market in November 2010. The group bought its technology from the ashes of collapsed Dundee-based university spin-out Idmos, which was also listed on Aim but fell into administration in 2008.
Charles Barnett, a partner with accountancy firm PKF, said listing on Aim was better suited to companies with a market capitalisation of around £20m.
He commented: “Perhaps Aim is not the place for very small companies.”
When 3D was admitted to Aim, it raised £2.7m in capital from investors and had a market capitalisation of just over £10m.
The costs to companies of being listed on Aim can be hundreds of thousands of pounds per year.