Business
Propsd Aqstn & Notice of EGM
Propsd Aqstn & Notice of EGM.
About this update from Valirx Plc
[{"type":"text","content":"\n Azure Holdings PLC\n11 September 2006\n\n\n\n Azure Holdings plc\n\n Proposed Capital Reorganisation\n Proposed acquisition of ValiRx Limited\n Approval of waiver of the obligation to make a mandatory offer under Rule 9 of\n the City Code on Takeovers and Mergers\n Admission of the Enlarged Share Capital to trading on AIM\n Change of name to ValiRx plc\n and\n Notices of Extraordinary General Meeting and Class Meetings\n\n\nAzure Holdings plc ('Azure' or the 'Company') announces that is has agreed,\nsubject, inter alia, to Shareholder approval, to acquire the entire issued share\ncapital of ValiRx Limited ('ValiRx'), a biopharmaceutical development company\nthat is looking to exploit opportunities in the future healthcare, life sciences\nand biopharmaceutical industries.\n\nSubject to the approval of the Azure shareholders at an extraordinary general\nmeeting of the Company to be held on 2 October 2006, and subsequent to the\nCapital Reorganisation, the initial consideration for the Acquisition will be\nsatisfied by the issue of 637,500,000 new ordinary shares of 0.2p each ('\nOrdinary Shares') and additional consideration may be payable by the issue of a\nfurther 150,000,000 Ordinary Shares.\n\nIt is proposed that, on Admission, Barry Gold will step down as Chairman of the\nCompany. Dr Satu Vainikka (Chief Executive), Dr Jacob Vincent Micallef (Chief\nOperating Officer) and Dr George Stephen Morris (Chief Development Officer) will\njoin the board as executive directors. Anthony Roger Moore will become\nNon-Executive Chairman and Kevin John Alexander will be appointed as\nNon-Executive Director.\n\nBy reason of the size of ValiRx in relation to Azure and the fundamental change\nin Azure's business, board and voting control, the Acquisition is classified as\na reverse takeover under the AIM Rules and, therefore, requires the approval of\nShareholders in general meeting.\n\nThe Company is also seeking Shareholder approval at the EGM to the waiver of the\nobligation of the Vendors to make a general offer for the Company under Rule 9\nof the City Code.\n\nApplication will be made for the New Ordinary Shares and Consideration Shares to\nbe admitted to trading on AIM and it is expected that trading will commence on 3\nOctober 2006.\n\nAn admission document setting out details of the Proposals and including the\nnotices of the EGM a...