ValiRx Regulatory News (VAL)

11 Jan 2006 13:09

For immediate release 11 January 2006 Azure Holdings Plc ("Azure" or the "Company") Result of EGM At an extraordinary general meeting of the Company held yesterday, allresolutions were duly passed. The EGM was convened in order to give thedirectors authority to allot shares pursuant to sections 80 and 89 of theCompanies Act 1985. The primary purpose was to provide the directors of theCompany with the necessary authorities to enable Mr Roger Taylor, a Swiss basedprivate investor, to subscribe for ‚£330,000 nominal of convertible unsecuredloan stock ("CULS"), convertible into 66,000,000 new ordinary shares in thecapital of the Company. Existing ordinary shareholders were also provided withthe opportunity to subscribe for up to ‚£100,000 nominal of CULS on the sameterms.The Company has received an application for ‚£330,000 nominal of CULS from MrTaylor. In addition, applications were received from existing ordinaryshareholders for ‚£15,000 nominal of CULS.The CULS are convertible on the basis of 200 new ordinary shares in Azure forevery ‚£1 nominal of CULS, repayable on 31 December 2006 and may be converted inthe following circumstances: * the CULS holder has served a conversion notice; or * a reverse takeover, as defined by the AIM rules, occurs; and * the Panel on Takeovers and Mergers has granted a waiver of the obligation under rule 9 of the City Code on Takeovers and Mergers which may arise following conversion of the CULS and that waiver has been approved by a vote of independent shareholders in general meeting; and * the CULS are converted in tranches of ‚£1,000 nominal. Enquiries:Azure Holdings PlcNicolas Greenstone 020 7258 5140John East & Partners LimitedJohn East 020 7628 2200ENDAZURE HOLDINGS PLC