ValiRx Regulatory News (VAL)

18 Jul 2006 15:48

Azure Holdings PLC18 July 2006 Azure Holdings plc (the "Company") Convertible Loan Note Offer The Company announces that it has today issued a letter to holders of ordinaryshares of 1p each in the Company ("Ordinary Shares"), on the share register ofthe Company on 17 July 2006, offering them the opportunity to participate in thesubscription of up to £1,200,000 nominal unsecured convertible loan stock 2008("Loan Stock"). The Loan Stock is being offered following discussions regarding a proposedacquisition by the Company ("Acquisition"). The proposed target for theAcquisition is ValiRX Limited ("ValiRX"), a biopharmaceutical developmentcompany. Discussions with ValiRX are progressing and the directors of theCompany hope to complete a reverse takeover under the AIM rules before 30September 2006. The principal terms of the Loan Stock are as follows: 1 Unless previously converted or repaid, the Loan Stock isrepayable 24 months from the date of the Loan Stock instrument under which it iscreated (the "Instrument") or at any time after 31 October 2006 at the Company'soption. 2 In partial consideration for the Loan Stock holderssubscribing for Loan Stock, a premium ("Premium") of £2 for each £1 nominal ofLoan Stock is payable, unless previously converted or paid, 24 months from thedate of the Instrument, or at any time after 31 October 2006 at the Company'soption. 3 Interest is payable from 1 November 2006 on the amount ofthe Loan Stock at the rate of two per cent. over the base rate of the Bank ofScotland plc from time to time. Interest is payable twice yearly. The firstinterest period will run from 1 November 2006 to 31 March 2007. 4 The conversion of Loan Stock ("Conversion") into OrdinaryShares is conditional upon approval by shareholders of resolutions to allotshares and disapply pre-emption rights; and if appropriate, the approval by avote of independent shareholders taken on a poll of any waiver granted by thePanel on Takeovers and Mergers of any obligation under rule 9 of the City Codeon Takeovers and Mergers which may arise from such Conversion (together the "Conversion Event") 5 Immediately prior to the Conversion Event, the Loan Stockis deemed repayable and the Premium is deemed payable. 6 On the Conversion Event, the Loan Stock and the Premiumwhich has not been repaid or paid as the case may be, will be converted intoOrdinary Shares in the capital of the Company at the rate of 100 Ordinary Sharesof the Company for each £1 otherwise due for repayment or payment. 7 So far as it is lawfully able to do so, the Company willnotify the Loan Stock holders at least 10 days in advance of the likelyoccurrence of the Conversion Event. 8 The Loan Stock is transferable in multiples of £10,000. 9 The Company is obliged to repay the Loan Stock and pay thePremium on the occurrence of certain events, including certain insolvencyevents. 10 Decisions relating to the Loan Stock are to be taken by a writtenresolution of the holders of at least two thirds in nominal value of theoutstanding Loan Stock. Applications for the Loan Stock may only be made for a minimum of £1,000 nominaland in multiples of £1,000. Applications for the Loan Stock are to be receivedby the Company at One Great Cumberland Place, London W1H 7AL by 3.00pm on 31July 2006. A copy of the letter despatched to shareholders and the Instrument are availablefor inspection, on request, at Halliwells LLP, 1 Threadneedle Street, LondonEC2R 8AW during normal business hours on any weekdays, Saturdays, Sundays andpublic holidays excluded, for one month from today. For further information, please contact: Barry Gold, Azure Holdings plcTel: 07768 948 928 David Youngman, WH Ireland Limited Tel: 0161 832 2174 This information is provided by RNS The company news service from the London Stock Exchange