Schedule 1 - Azure Holdings

RNS Number:1176J
AIM
18 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 Place
London
W1H 7AL


Proposed new registered office:

14 Hay's Mews
London
W1 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 IN
ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (J) OF THE AIM RULES:
Azure Holdings plc ("Azure" or the "Company") has agreed, subject, inter alia, to Shareholder approval, to
acquire the entire issued share capital of ValiRx Limited ("ValiRx"), a biopharmaceutical development company
that is looking to exploit opportunities in the future healthcare, life sciences and biopharmaceutical
industries.



ValiRx is looking to acquire the rights to developmental products either in therapeutics, with a particular focus
on developing products in the biopharmaceutical sector, or closely related diagnostics. ValiRx has made the
following acquisitions that are conditional on Admission:



(a) Cronos Therapeutics Limited ("Cronos"): ValiRx will acquire 60.28 per cent. of the ordinary share capital of
Cronos on Admission. The Company will also hold an option to acquire the balance of 39.72 per cent. of Cronos not
held by ValiRx. Cronos is a biopharmaceutical company which owns the world exclusive licences to two innovative
and, 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. on
Admission. Morphogenesis Inc. is an established biotechnology company developing high value therapy products for
the 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 which
it 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 CAPITAL
BEFORE 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 in
the Company will represent, in aggregate, 63.55% of the voting rights attaching to the Company's issued ordinary
share capital.


NAMES AND ADDRESSES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
James Nicholas Thorniley
c/o MCC Europe Limited
14 Hay's Mews
London
W1J 5PT

Kevin John Alexander
c/o MCC Europe Limited
14 Hay's Mews
London
W1J 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 Limited
11 St James's Square
Manchester
M2 6WH


DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT
THAT 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 securities
will be available free of charge to the public until at least one month after admission at the offices of:-


WH Ireland Limited
11 St James's Square
Manchester
M2 6WH


DATE OF NOTIFICATION:
18 September 2006
NEW/ UPDATE (see note):
New




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            The company news service from the London Stock Exchange
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