ValiRx Regulatory News (VAL)

18 Sep 2006 16:36

AIM18 September 2006 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH AIM RULE 2 ALL APPLICANTS MUST COMPLETE THE FOLLOWING: COMPANY NAME:Azure Holdings plc (to be renamed ValiRx plc) COMPANY ADDRESS:One Great Cumberland PlaceLondonW1H 7AL Proposed new registered office: 14 Hay's MewsLondonW1 5PT COMPANY POSTCODE:See above COUNTRY OF INCORPORATION:England & Wales COMPANY BUSINESS OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTMENT STRATEGY TO BE DISCLOSED INACCORDANCE WITH SCHEDULE 2, PARAGRAPH (J) OF THE AIM RULES:Azure Holdings plc ("Azure" or the "Company") has agreed, subject, inter alia, to Shareholder approval, toacquire the entire issued share capital of ValiRx Limited ("ValiRx"), a biopharmaceutical development companythat is looking to exploit opportunities in the future healthcare, life sciences and biopharmaceuticalindustries. ValiRx is looking to acquire the rights to developmental products either in therapeutics, with a particular focuson developing products in the biopharmaceutical sector, or closely related diagnostics. ValiRx has made thefollowing acquisitions that are conditional on Admission: (a) Cronos Therapeutics Limited ("Cronos"): ValiRx will acquire 60.28 per cent. of the ordinary share capital ofCronos on Admission. The Company will also hold an option to acquire the balance of 39.72 per cent. of Cronos notheld by ValiRx. Cronos is a biopharmaceutical company which owns the world exclusive licences to two innovativeand, in the opinion of the Directors and Proposed Directors, potentially market-changing technologies: • GeneICE drugs, which have the potential to halt the development and growth of cancerous cells. The technology also has major applications in inflammatory disease and potentially in inherited genetic conditions. GeneICE compounds work by shutting down the ''harmful'' genes that are the root cause of these diseases; and • HyperGenomics, a rapid, high-throughput and extremely sensitive genetic analysis technology that can be used to characterise any particular cell, disease or differentiation state. It has many potential uses, especially in the continually growing fields of cancer diagnostics and stem cell quality control. (b) Morphogenesis Inc.: ValiRx will acquire 7.32 per cent. of the ordinary share capital of Morphogenesis Inc. onAdmission. Morphogenesis Inc. is an established biotechnology company developing high value therapy products forthe treatment of chronic disorders, where products include: • a cancer vaccine product, ready to enter clinical studies; • a cell purification device that is ready for marketing; and • a potentially strong stem cell development programme. DETAILS OF SECURITIES TO BE ADMITTED (i.e. where known, number of shares, nominal value and issue price to whichit seeks admission and the number and type to be held as treasury shares):885,191,389 ordinary shares of 0.2p CAPITAL TO BE RAISED ON ADMISSION:None FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS:Directors: Barry Gold (Chairman) (1) Gerald Desler (Finance Director) Proposed Directors Anthony Roger Moore (Non-Executive Chairman) Satu Vainikka (Chief Executive) Jacob Vincent Micallef (Chief Operating Officer) George Stephen Morris (Chief Development Officer) Kevin John Alexander (Non-Executive Director) (1) Barry Gold is standing down from the Board on Admission PERSON(S) INTERESTED IN 3% OR MORE OF THE ISSUER'S CAPITAL, EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITALBEFORE AND AFTER ADMISSION:Before J Holland: 7.82% J Miller: 5.60% Raven Nominees Limited: 4.11% M Fogarty: 3.13% M McDonagh: 3.13% C Smith: 3.13% After October Investments Limited: 16.95% Rosemount Limited (1): 8.90% Imperial Innovations Limited (1): 7.94% Moore, Clayton & Co Inc (1): 6.72% Dr Satu Vainikka (1): 6.32% MCC Europe Limited (1): 6.12% Dr Jacob: Micallef (1): 5.68% Dr George Morris (1): 4.19% Ridgecrest Healthcare Group Inc (1): 3.81% (1) Members of the Concert Party. On Admission, the Concert Party's interest in shares carrying voting rights inthe Company will represent, in aggregate, 63.55% of the voting rights attaching to the Company's issued ordinaryshare capital. NAMES AND ADDRESSES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:James Nicholas Thornileyc/o MCC Europe Limited14 Hay's MewsLondonW1J 5PT Kevin John Alexanderc/o MCC Europe Limited14 Hay's MewsLondonW1J 5PT ANTICIPATED ACCOUNTING REFERENCE DATE:31 December EXPECTED ADMISSION DATE:3 October 2006 NAME AND ADDRESS OF NOMINATED ADVISER:WH Ireland Limited 11 St James's Square Manchester M2 6WH NAME AND ADDRESS OF BROKER:WH Ireland Limited11 St James's SquareManchesterM2 6WH DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENTTHAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:Copies of the admission document containing full details about the applicant and the admission of its securitieswill be available free of charge to the public until at least one month after admission at the offices of:- WH Ireland Limited11 St James's SquareManchesterM2 6WH DATE OF NOTIFICATION:18 September 2006NEW/ UPDATE (see note):New This information is provided by RNS The company news service from the London Stock Exchange