RNS Number:4992T
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
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