Business News
NIPSON DIGITAL PRINTING SYSTEMS PLC: Financial restructuring, board changes and change of control
Monday 20. October 2008 - Polar Communications Ltd ("Polar"), the majority shareholder of Nipson Digital Printing Systems Plc ("Nipson" or the "Company") and Polar's affiliate, Koonras BV BVBA, ("Koonras" and together with Polar, the "Polar Group") have today entered into an agreement with Creacorp NV, a Belgian incorporated company ("Creacorp"), whereby Polar Group have agreed to:
Details of the transaction
1. assign the benefit of loans (with outstanding principal and accrued interest value of approximately 14.7 million owed by Nipson and its subsidiaries, to Creacorp (the “Loan Assignments”), and
2. grant Creacorp a call option to acquire up to 22,992,709 ordinary shares in the capital of Nipson (the “Call Option” and the “Ordinary Shares”) (representing 41.82 per cent. of the current issued and outstanding Ordinary Share) currently held by the Polar Group in Nipson, subject to the Polar Group maintaining an interest of 10% of the issued share capital of Nipson (on a non-dilutive basis for 3 years) at the time the Call Option is exercised, less any shares sold by Polar before such exercise,
(the “Call Option” and the “Loan Assignments” being the “Transaction”). The consideration payable by Creacorp in aggregate for the Loan Assignments and the Call Option is 1.
In connection with the Loan Assignments, Nipson has consented to the transfer by Polar to Creacorp of 564,500 in nominal value of 5% unsecured convertible loan notes issued by Nipson to Polar on 12 May 2008, in accordance with an agreement dated 30 January 2008 (the “Loan Notes”). Furthermore, Nipson has also agreed (on more favourable terms to Nipson) to an amendment to the terms of the remaining 2,200,000 in nominal value of the Loan Notes held by Polar following such transfer, such that the Loan Notes are interest free, and become repayable over a period of five years starting in October 2009 (without any conversion right by either party to capitalise the debt into Ordinary Shares) (the “Retained Loan Notes”).
In connection with the Call Option, Polar has agreed to vote the Ordinary Shares in accordance with the instructions of Creacorp. Creacorp has agreed to acquire Polar’s remaining shareholding, following certain events such as sale of more than 50% of the Ordinary Shares or assets of Nipson, in the event that Nipson merges with another company or in the event a resolution is passed to cancel the admission of its share capital to trading on AIM.
Finally, as part of the transaction, Polar has agreed to pay the sum of 2,200,000 owed by Nipson SAS, the main French trading subsidiary of Nipson, to Bank Hapoalim.