Financial Structuring Update
September 18 2009 - 3:35AM
UK Regulatory
TIDMNDP
RNS Number : 2915Z
Nipson Digital Printing Systems PLC
18 September 2009
For Immediate Release 18 September 2009
NIPSON DIGITAL PRINTING SYSTEMS PLC ("Nipson" or "Company")
Financial restructuring
Background
All concerned parties, and in particular all shareholders and holders of
warrants or options, are referred to the different announcements and
particularly the announcements made on 13 May 2009, on 29 June 2009 and on 10
July 2009 concerning the financial restructuring of the Nipson Group ("Nipson
and its subsidiaries") 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.
In addition, we refer to the Shareholder's Annual General Meeting of 30 June
2009 in which the shareholders present at the meeting agreed that the Board had
taken a certain number of positive steps to deal with the situation and
supported the continuation of the Nipson Group's operations.
On 30 January 2008 Nipson entered into an agreement with D. Roseman Nipson
Limited Partnership ("Roseman") with regard to Convertible Loan Notes of
approximately EUR2 million. When Nipson SAS (a subsidiary of Nipson) entered the
'redressement judiciaire' procedure in France on 27 October 2008, this
constituted an event of default under the Loan Notes agreement. It was not
until 9 September 2009, that Roseman under the event of default clause, demanded
repayment of all principal monies outstanding which are now instantly due and
payable by Nipson, although, as announced on 10 July 2009, Nipson SAS has now
left the 'redressement judiciaire' process.
Management of Nipson meanwhile has had contacts with Roseman, and organised a
meeting with them on 22 September 2009 in order to try to find solutions for
repayment. Roseman meanwhile confirmed that it will not take steps to enforce
the debt due to them until after this meeting.
In addition and in parallel, the Board will consider next week the latest
situation with regard to its long term obligations with its other main
stakeholders, being Polar Communications LTD and Creacorp NV, to which Nipson
owes loans and amounts.
The situation is being complicated for reason of related contractual open issues
between its major stakeholders Polar Communications LTD ("Polar") and Creacorp
NV ("Creacorp"). On 13 October 2008, Polar entered into an agreement with
Creacorp whereby Polar granted an option to Creacorp to acquire just less than
23 million of the ordinary shares in the Company held by Polar, and giving
Creacorp the authority to exercise the voting rights attaching to those shares.
Although Creacorp has now exercised that option, Polar has refused to execute
the stock transfer form necessary to transfer the legal ownership of those
shares to Creacorp for reasons of contractual open issues between Polar and
Creacorp.
The Board is trying to find acceptable long term solutions with Polar and
Creacorp by next week, in order to secure the continuity and the solvency of
Nipson. If the Board cannot find a solution with regard to the repayment of
outstanding debts to Roseman, and with regard to the specific situation of Polar
and Creacorp, the Board of Nipson needs to consider its position of going
concern, and its solvency position. If necessary, all appropriate actions will
have to be taken.
As communicated on 10 July 2009, the French Courts of Belfort signed the
approval of the restructuring plan of Nipson SAS, 53 % subsidiary of Nipson
("Subsidiary"). This enabled the Subsidiary under certain restrictions to leave
the "Redressement Judiciaire" administration procedure. The restructuring
activities of the Subsidiary will be continued.
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.
For further information please contact:
Marc Maes Tel: +32 494500423
Chairman
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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