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AIM 19 December 2003 Azure Holdings plc (formerly Room Service Group plc) Since the suspension of trading in the shares of Azure Holdings plc ('Azure') on 22 October 2003, the Exchange has been working with market participants and FSA to facilitate a settlement solution, which would restore an orderly market in Azure shares and thereby allow trading to resume. On 2 December 2003, Azure made an announcement regarding a fundraising package which contained details of an open offer to shareholders to subscribe for new Azure shares at a price of 1 pence per share ('the Open Offer'). The announcement clarified that shares acquired before 2 December 2003 would confer entitlements under the open offer to apply for new shares at the subscription price. An effective settlement solution should therefore also contemplate the delivery of those open offer entitlements conferred by undelivered Azure shares or not less than the equivalent value in cash. Given that the short position referred to in the Exchange's AIM Notice dated 2 December 2003 significantly exceeds the number of entitlements that will be created upon the making of the Open Offer, it has been necessary to consider alternative settlement solutions which do not involve delivery of the physical shares and associated entitlements, but which ensure that settlement obligations are fulfilled on terms no less favourable than this. The Exchange has, in accordance with its obligations to protect investors and maintain an orderly market, after consultation with market participants and FSA, developed a solution by which the parties required to deliver Azure shares have been directed by the Exchange to offer a cash payment to qualifying investors to settle any affected bargains ('the Settlement Offer'), in lieu of delivery of Azure shares or entitlements to participate in the Open Offer. Investors who entered into bargains to acquire Azure shares on Exchange during the period between 25 September and 22 October 2003 and have not received their shares will qualify for the Settlement Offer. Under the Settlement Offer, qualifying investors may elect one of the following options: 1. a cash payment equal to the consideration paid or payable by the qualifying investor in relation to each unsettled bargain, together with a premium equivalent to any transaction costs (as set out on the contract note) directly incurred by the qualifying investor; or alternatively 2. a cash payment of 11.2p per Azure share, which is equal to the value of an Azure share combined with the value of the open offer entitlement conferred by the holding of that share. The value of an open offer entitlement has been calculated on the basis of an application for 10 new shares at the subscription price of 1p. The offer involves a cash payment only. If a qualifying investor traded at a price above 11.2p, that investor is able to claim the higher amount in accordance with Option 1. The cash payment of 11.2p per Azure share under option two has been set by reference to an independent valuation commissioned by the Exchange and undertaken by an independent expert approved by the Exchange, in consultation with FSA, for this purpose. The Settlement Offer will remain open for acceptance until 14 January 2004. Qualifying investors are not bound to accept the Settlement Offer and may elect to take no action. The Settlement Offer is without prejudice to any rights that the qualifying investors may have either under the Rules of the Exchange or otherwise. Qualifying investors wishing to accept the Settlement Offer should contact the broker through which they effected their purchase of Azure shares as soon as possible. The Exchange has today issued Notice N30/03, which can be accessed at www.londonstockexchange.com/regulation/notices/latest.asp, setting out the procedure to be followed by its member firms. The market in Azure shares continues to be affected by severe settlement difficulties and trading will remain suspended pending the conclusion of the Settlement Offer and until an orderly market can be restored. Enquiries: Public enquiries: 020 7797 3523 Press enquiries: 020 7797 1557 This information is provided by RNS The company news service from the London Stock Exchange http://www.investegate.co.uk/Article.aspx?id=200312191500094992T
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Created and designed by the RSV Shareholders’ Action Group © 2003 - 2007 |
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The information within this website is the property of the Room Service Shareholders’ Action Group. All statements are the opinions of the members and no malice is intended. |
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