Financial Restructuring

 

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. : [phone] 
Non-Executive Director on behalf of the Nipson DPS plc Board 
 
 
Roland Cornish/Rosalind Hill Abrahams Tel. : [phone] 
Beaumont Cornish Limited 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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