N30/03

London Stock Exchange Plc 19 December 2003 London Stock Exchange Old Broad Street 19 December 2003 London EC2N 1HP Telephone +44 (0)20 7797 1000 www.londonstockexchange.com For the attention of the chairman/senior partner/ compliance officer, at market counterparties which are due to deliver, or to receive, unsettled transactions in N30/03 Azure Holdings Plc STOCK EXCHANGE NOTICE DIRECTION - AZURE HOLDINGS PLC (FORMERLY ROOM SERVICE GROUP PLC) 1. This Notice is for the attention of all market counterparties which are due to deliver, or to receive, securities under unsettled transactions in Azure Holdings Plc ("Azure"), an AIM company, which was suspended from trading on 22 October 2003. Significant short selling in the market has resulted in a situation where no further settlement of outstanding positions is likely to occur. Trading in this security is unlikely to resume until the significant short position is settled, to ensure an orderly market. 2. The Exchange is aware that the pending Rule 9 offer for Azure under the City Code, together with an announced non-renounceable 10 for 1 open offer entitlement issue ("the Open Offer"), represents extreme circumstances that make an unassisted resolution of this issue very unlikely. Further, in order for participating shareholders to evaluate the terms of the Open Offer, trading should resume for the duration of the Open Offer to allow a market price to be determined. The Exchange is also aware that a number of investors, having bought shares in Azure, may be unclear as to their entitlements pursuant to these transactions. 3. 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. 4. Therefore, in accordance with the Exchange's obligations as a Recognised Investment Exchange, and having consulted the Financial Services Authority ("FSA"), the Exchange has directed the market makers in Azure to undertake the course of action set out below, in order to ensure an orderly market and protection for investors. Action Required 5. The market makers in Azure will contact their counterparties for the purpose of making an offer to qualifying counterparties to settle the short position in the market for Azure shares ("the Settlement Offer") in lieu of all delivery obligations relating to the purchase of Azure shares, including entitlements to participate in the Open Offer. 6. A qualifying counterparty is a counterparty who entered into a contract for the purchase of Azure shares on the Exchange during the period between 25 September 2003 and 22 October 2003 ("the Transaction") and has not yet received delivery of Azure shares in accordance with the Transaction. A qualifying investor is a client of a qualifying counterparty on whose behalf the Transaction was undertaken. 7. Acceptance of either option requires a qualifying counterparty, if acting as agent, to obtain instructions from the qualifying investor and to specify which option they wish to accept. A qualifying counterparty will be required to furnish evidence appropriate to support each qualifying investor's claim. The Exchange requires all market counterparties that are involved in the above process to cooperate fully in this process. The Offer 8. The market makers shall offer all qualifying counterparties the following options in settlement of all delivery obligations under the Transaction: 1. A cash payment equal to that paid or payable by a qualifying counterparty in relation to each Transaction plus an amount equivalent to any associated direct costs of the Transaction (including those shown on the contract note for the Transaction such as dealing charges and Stamp Duty Reserve Tax) incurred by the qualifying counterparty; or, alternatively 2. A cash payment of 11.2p per share for each undelivered Azure share. That sum includes an amount equivalent to the value of the entitlement under the open offer that is attached to each share. 9. The cash payment under the second option is based on a valuation commissioned by the Exchange and undertaken by an independent third party approved by the Exchange, in consultation with the FSA, for this purpose. Terms and Conditions 10. Qualifying counterparties accepting either of the options outlined above on behalf of qualifying investors shall receive only a cash payment in lieu of their entitlement to receive Azure shares. 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, paragraph 8. Qualifying investors/counterparties are under no obligation to accept either offer and may, in the alternative, take no action. This will be without prejudice to any rights a qualifying investor has under the Exchange's Rules or otherwise. 11. The Settlement Offer to qualifying counterparties will be available for acceptance by those counterparties from 19 December 2003 until, and including, 14 January 2004, a period of 15 business days, or a later date as determined by the Exchange. Any cash payment due to qualifying counterparties should be made 3 days after the close of the Settlement Offer. 12. Where either option 1 or 2 are taken up, market counterparties should enter a match delete instruction to CREST. CREST can be used to transfer monies or this can be done inter-office. 13. This Notice should be read in conjunction with the AIM Notice released via RNS today. 14. Any comments or queries on this Notice should be addressed to John Newbury, Trading Services, telephone 020 7797 1615 (STX 31615) or email: jnewbury@londonstockexchange.com David Shrimpton Head of Trading Services This Stock Exchange Notice will be available on the website at www.londonstockexchange.com/regulation/notices/ Calls to London Stock Exchange plc may be recorded to enable the Exchange to carry out its regulatory responsibilities. This information is provided by RNS The company news service from the London Stock Exchange
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