Financial Structuring Update

 

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: [phone] 
Chairman 
 
 
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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