Financial Restructuring
June 29 2009 - 6:52AM
UK Regulatory
TIDMNDP
RNS Number : 6804U
Nipson Digital Printing Systems PLC
29 June 2009
For Immediate Release
29 June 2009
NIPSON DIGITAL PRINTING SYSTEMS PLC
Financial restructuring
Background
All concerned parties, and in particular all shareholders and holders of
warrants or options are referred to the different announcements and in
particular the announcement made on 13 May 2009 concerning the financial
restructuring of the Nipson Group as well as to the different notes contained in
the 2008 Annual Report & Accounts. These documents are all available for
viewing or downloading on the Investors AIM Rule 26 section of the Group's
website: www.nipson.com
On 7 April 2009, Nipson announced that the reorganisation plan would necessitate
the forgiveness/conversion of debt and that this was likely to be a Related
Party Transaction under the AIM Rules.
On 13 May 2009, Nipson entered into an agreement (the "Debt Restructuring
Agreement") with its main operating subsidiary, Nipson SAS, a company
incorporated in France, and Creacorp, the beneficial owner of 22,992,709
ordinary shares in the capital of Nipson ("Ordinary Shares"), representing
43.96% of the current issued and outstanding Ordinary Shares, pursuant to which:
* of the total amount owed by Nipson SAS to Nipson, Nipson agreed to capitalise 6%
and waive the remaining 94% ; and
* of the total amount owed by Nipson SAS to Creacorp, Creacorp agreed to
capitalise 6% and waive the remaining 94%.
As a result of the capitalisation of debt set out in the Debt Restructuring
Agreement, Nipson's percentage holding of shares in the capital of Nipson SAS
would be reduced from 100% to 52.3%, with Creacorp holding the remaining 47.7%.
The Board also announced that The Debt Restructuring Agreement had been entered
into as part of a proposal placed before the French court at Belfort by the
management of Nipson SAS as part of the French administration ("Redressement
Judiciaire") procedures which are ongoing in relation to Nipson SAS.
At that time, Nipson had hoped that the Redressement Judiciaire procedure
relating to Nipson SAS could be concluded within the timetable set by the Court,
being at or shortly after the next scheduled meeting with the French Court on 23
June 2009, and that the Group could thereafter be able to resume its operations
under the full control of the Board. The expected meeting of the 23 June has
been delayed but will now be held on 30 June 2009.
Details of the transaction
On the 26 June 2009, the transaction as summarised above was enacted at Nipson
SAS's extraordinary shareholders meeting held in Belfort by which:
* of the total amount owed by Nipson SAS to Nipson of EUR7,673,368, Nipson
capitalised EUR458,600 (approx 6%) and waived the remaining EUR7,241,768 (approx
94%) ; and
* of the total amount owed by Nipson SAS to Creacorp of EUR14,541,377, Creacorp
capitalised EUR874,280 (approx 6%) and waived the remaining EUR13,667,097 (approx
94%).
As a result of this transaction, Nipson retains its majority position in Nipson
SAS with 52.3% (Creacorp holding the remaining 47.7%), which secures management
fees to flow from Nipson SAS to Nipson.
Related party transactions
The Debt Restructuring Agreement (to which the Company is a party) is a Related
Party Transactions under AIM Rule 13 as Creacorp currently has beneficial
entitlement to 43.96% of the Company's issued and outstanding Ordinary Shares.
As previously announced, the independent Directors not being interested in these
transactions, having consulted the Company's Nominated Adviser, consider that
the terms of the above detailed Debt Restructuring Agreement and its enactment
this day are fair and reasonable insofar as Shareholders are concerned.
Certain other proposals, which may constitute Related Party Transactions under
AIM Rule 13, have yet to be formalised, approved or decided upon. These include
the possible sale of the French Service business and the transfer of
subsidiaries of Nipson SAS to Creacorp for a consideration. Any such
transactions will be reviewed by the Independent Directors in consultation with
the Company's Nominated Adviser.
Takeover Code
Although the Company is incorporated in England, the place of central management
of the Company is currently located outside of the UK, the Channel Islands and
the Isle of Man because the main place of business is in France. Accordingly,
the Company is one to which paragraph 3(a)(ii) of the Takeover Code does not
apply, and the Panel has confirmed that the Company is not subject to the
Takeover Code and shareholders will not be afforded any protection under the
Code.
If circumstances change, including if changes to the Board are made, the Company
will consult with the Panel to ascertain whether this will affect the central
place of management of the Company. If the Panel determines that, as a result
of such changes, the Takeover Code becomes applicable to the Company,
an announcement will be made.
Shareholder's Meeting
The Company confirms that a general meeting of shareholder's is to be held
tomorrow the 30 June 2009 at 11:00 am at the Company's registered office at 110
Cannon Street, London in the buildings of K & L Gates. The meeting has been
called for the purpose of considering in accordance with s142 of the Companies
Act 1985 whether any, and if so what, steps should be taken to deal with the
situation that the net assets of the Company are less than half of its called up
share capital and the transaction of the ordinary business pertaining to the
Annual General Meeting as per the notice to the meeting issued with the Annual
Report & Accounts on 8 June 2009 and also announced 9 June 2009.
For further information please contact:
Robert Cahill Tel. : +33 (0)3 84 545 250
Non-Executive Director on behalf of the Nipson DPS plc Board
Roland Cornish/Rosalind Hill Abrahams Tel. : 0207 628 3396
Beaumont Cornish Limited
This information is provided by RNS
The company news service from the London Stock Exchange
END
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