AZH Azure Hlgs

RNS Number:1472V
Azure Holdings PLC
09 February 2004



                                                              9th February, 2004

                               AZURE HOLDINGS PLC
                           ("Azure" or "the Company")

                  Open Offer of 12,422,500 new ordinary shares
                                at 1p per share

Introduction

On 2 December 2003, the Company announced a placing of 19,500,000 new ordinary
shares to raise #195,000 ("Placing") and an open offer of up to 12,422,500 new
ordinary shares at 1p per share to raise up to #124,225 (before expenses) ("Open
Offer")on the basis of ten new ordinary shares for each existing ordinary share
held on the record date. The Company announces thatthe document containing the
Open Offer is being sent to shareholders later today.

The Open Offer is conditional, inter alia, on the passing of the resolution to
be proposed at the EGM to be held on 3 March, 2004.

Recent history

The Company, which was floated on AIM as Cube8.com plc, acquired Room Service
(UK) Limited, a food delivery company in January 2002. Following losses, Room
Service (UK) Limited went into creditors' voluntary liquidation in January 2003.
This left the Company withno trading activities and virtually no cash. It also
had net current liabilities and a net asset deficiency of #141,000. This latter
figure took into account a number of unlisted investments with a book value of
#133,000, which were subsequently transferred to Coran Investments Limited in
settlement of sums owed to it. This left the Company with no assets and
liabilities due to creditors of #216,000. The Company was only able to survive
with the forbearance of its creditors and was otherwise atrisk of imminent
insolvent failure.

It was against this background that Chiddingfold Investments Limited
("Chiddingfold"), which is wholly owned by Peter Abbey, purchased the debts
totalling #119,760 ("Debts") and began to negotiate a rescue package with the
board, which included an arrangement with Chiddingfold to make a #100,000 loan
to the Company, convertible into ordinary shares at 1p per share, to enable the
Company to pay its remaining creditors.

Following the appointment of Ray Harris and Nicolas Greenstone to the board and
the resignation of Ronald Pearl as a director on 20 October 2003, the current
directors decided that the proposed convertible loan from Chiddingfold described
above would not be adequate to pay creditors and to provide necessary working
capital and therefore, in the absence of any other firm proposals, the board
negotiated a subscription by Chiddingfold and its associates and others to raise
#195,000 by a placing of new ordinary shares at 1p per share. The Placing was
implemented on 2 December 2003.

It was also announced on 2 December 2003 that Chiddingfold had converted
#105,000 of the Debts into ordinary shares at 1p per share. The balance of the
Debts, the Chiddingfold Loan, will be settledby the issue of 1,476,000 new
ordinary shares at 1p per share when their issue would not impose an obligation
on Chiddingfold to make a general offer for the share capital of the Company
under Rule 9 of the City Code.

For arranging the placing of#195,000 and the conversion of the Debts, as well
as for underwriting the costs of the Open Offer, the Company has agreed to pay
Libra Investments Limited ("Libra"), an associate of Chiddingfold, a fee of
#10,000 and a commission of #10,000, being 3.2 per cent. of the amount equal to
the aggregate of the Placing and Debts converted. These amounts will be
satisfied by the issue of new ordinary shares at 1p per share, again when their
issue will not impose an obligation on Libra under Rule 9 of the City Code.

As a result of the Placing and the conversion into equity of #105,000 of the
Debts, Chiddingfold and its associates incurred an obligation under Rule 9 of
the City Code to make a general offer for the share capital of the Company at 1p
per share. Chiddingfold's offer, the acceptance of which was not recommended by
Gerald Gold, the independent director, closed on 13th January, 2004 following
which Chiddingfold and parties acting in concert with it held 25,522,761
ordinary shares,representing 81.69 per cent of the issued share capital of
Azure. Since that date, Chiddingfold disposed of 6,500,000 ordinary shares,
following which it was beneficially interested in 19.28 per cent. of the issued
share capital of Azure.

At the annual general meeting of the Company held on 20 October 2003, the
Directors were asked to consider ways in which shareholders could participate in
any future reconstruction of the Company. The Directors have responded by making
arrangements for the Open Offer.

Current trading and prospects

It is the Directors' intention to seek an appropriate acquisition, which, owing
to its size, would be classified as a reverse takeover under the AIM Rules, and
to use the balance of the proceeds of the Placing and the proceeds of the Open
Offer to fund the necessary due diligence and professional fees.

Directors

Brief biographical details of the Directors, are as follows:

Nicolas Greenstone
Nicolas Greenstone, aged 59, is a solicitor who hasbeen in practice for more
than 31 years. He specialises in corporate law and spent 13 years with Berwin
Leighton, where he opened and managed its Paris office. Thereafter he spent nine
years with Olswang and followed by nine years with Fladgate Fielder, at both of
which he headed their corporate departments. He is a non-executive director of
several AIM quoted companies and now practises as a consultant.

Raymond Harris, FCA
Raymond Harris, aged 63, is a chartered accountant and an executive director of
the Company. He qualified as a chartered accountant in 1961 and became a partner
of Bennet Nash Woolf in 1963. In 1976 he left the partnership and worked as a
sole practitioner as Harris & Co. In 1977 he founded and began developing a
multi-national telecommunications business. That business was sold in 1986 and
Raymond continued to develop his accountancy practice until he merged Harris Co.
with Gerald Edelman in 1989. On 30 June 2003 Mr Harris retired from the
partnership of Gerald Edelman. He is a consultant with Adler Shine, chartered
accountants, and an executive or non-executive director of a number of AIM
quoted companies. As a chartered accountant and financial adviser, Mr Harris'
work has led to the development of expertise in evaluating companies across a
broad range of sectors.

Gerald Gold
Gerald Gold, aged 54, has a background in the restaurant and food business. His
involvement with the Company arose from the time of the reversal of Room Service
into Cube8Group plc in January 2002. He has experience as a sales and marketing
consultant and is also involved in an unquoted property group.

Details of the Open Offer

The Company is proposing to raise up to #124,225 (approximately #57,000 net of
expenses) by the issue of up to 12,422,500 new ordinary shares of 1p each
("Offer Shares") at 1p pursuant to the Open Offer, which is not underwritten.
The net proceeds of the Open Offer will be available for working capital.
Chiddingfold has agreed to underwrite the expenses of the Open Offer to the
extent that the proceeds are not sufficient to cover them, by subscribing for
such number of new ordinary shares at 1p per share as is sufficient to provide
such sum as is equal to the difference between the proceeds of the Open Offer
and the costs of the Open Offer, when their issue would not impose an an
obligation on Chiddingfold to make a general offer for the share capital of the
Company under Rule 9 of the City Code.

The Offer Shares will represent approximately 39.8 per cent. of the existing
issued ordinary shares and will represent approximately 28.4 per cent. of the
enlarged issued ordinary share capital of the Company following completion of
the Open Offer, assuming full take-up of entitlements by qualifying
shareholders.

The Open Offer is conditional, inter alia, upon the passing of the resolution
and on admission becoming effective by 4 March 2004, or such later date, being
not later than 31 March 2004, as the Company may decide.

The Offer Shares will, when issued and fully paid, rank pari passu in all
respects with the existing issued ordinary shares. Application will be made to
the London Stock Exchange for the Offer Shares to be admitted to trading on AIM.
It isexpected that admission will become effective and that dealings in the
Offer Shares will commence on 4 March, 2004.

Under the Open Offer, qualifying shareholders have the opportunity to apply for
12,422,500 Offer Shares at the Issue Price, free ofexpenses, pro rata to their
existing holdings of ordinary shares on the record date, on the following basis:

10 Offer Shares for every existing ordinary share held

Qualifying shareholders will receive an application form containing details of
their respective entitlements to subscribe for Offer Shares. The terms of the
Open Offer provide that each qualifying shareholder may make a valid application
for any number of Offer Shares up to and including his or her pro rata
entitlement as shown on the application form.

Shareholders should be aware that the Open Offer is not a "rights issue" and
that entitlements to Offer Shares will not be tradable or sold in the market for
the benefit of those who do not apply under the Open Offer. Qualifying
shareholders should be aware that under the Open Offer, unlike a rights issue,
the Offer Shares not applied for will not be sold in the market or placed for
the benefit of the qualifying shareholders who do not apply under the Open
Offer.

For applications under the Open Offer to be valid, completed application forms
and payment in full must be received by 3.00 p.m on 1 March 2004. An application
may only be made on the application form which is personal to the qualifying
shareholder named in it and may not be assigned, transferred or split except to
satisfy bona fide market claims.

Related Party Transactions

As described above, the Company has entered into an agreement with Chiddingfold
pursuant to which Chiddingfold is underwriting the costs of the Open Offer.

In addition, Chiddingfold has provided the Company with an unsecured loan
facility up to the amount of #60,000.

As Chiddingfold is a substantial shareholder of the Company, the above
agreements are consideredto be related party transactions. The Directors
consider, having consulted with John East & Partners, that the terms of these
transactions are fair and reasonable in so far as the shareholders of the
Company are concerned.

EGM

An extraordinarygeneral meeting of the Company will be convened to be held at
the offices of Halliwell Landau, 75 King William Street, London EC4N 7BE at
11.00 a.m. on 3 March 2004.

CREST

CREST is a paperless settlement procedure enabling securities to be evidenced
otherwise than by a certificate and transferred otherwise than by written
instrument. In accordance with standard practice the Existing Ordinary shares
and the Offer Shares will be made eligible for settlement in CREST as
contemplated by the Uncertificated Securities Regulations 2001. The Company's
articles of association permit the holding of ordinary shares in CREST.


Expected timetable of principal events

Record date                               Close of business on 2 December 2003
                                                                 
Latest time and date for splitting application forms to satisfy  
bona fide market claims only                     3.00 p.m. on 26 February 2004*

Latest time and date for receiptof application forms and         
payment in full                                      3.00 p.m. on 1 March 2004*

Announcement of take-up under the Open Offer                     2 March 2004*

Extraordinary general meeting                       11.00 a.m. on 3 March 2004

Dealings in the Offer Shares expected to commence on AIM         4 March 2004*

Expected date for CREST accounts to be credited                  4 March 2004*

Definitive share certificates for the Offer Shares expectedto   11 March 2004*
be despatched or CREST accounts amended, as applicable

* Under the terms of the Open Offer these dates may be extended as Azure may
decide.

For further enquiries:                                           
Azure Holdings Plc                                               
Nicolas Greenstone (Executive Chairman)                          020 7723 8833 
John East & Partners Limited
John East/David Worlidge                                         020 7628 2200




    This information is provided by RNS
            The company news service from the London Stock Exchange

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