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Resolve Ventures Inc | TSXV:RSV | TSX Venture | Common Stock |
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RNS Number:7458S Chiddingfold Investments Limited 2 December 2003 This announcement is not for release, publication or distribution in whole or in part in or into the United States, Canada, Australia, New Zealand, Japan, Ireland or South Africa. Announcement of Mandatory Offer by Chiddingfold Investments Limited ("Chiddingfold") on behalf of Chiddingfold and certain persons acting in concert with it ("Chiddingfold Concert Party") for Azure Holdings Plc ("Azure") (Formerly known as Room Service Group Plc) The board of Chiddingfold announces the terms of a mandatory offer to be made by Chiddingfold on behalf of the Chiddingfold Concert Party for the whole of the issued and to be issued ordinary share capital of Azure not already owned by the Chiddingfold Concert Party ("the Offer"). KEY FEATURES Cash Offer of 1p per Azure Share. * Gerald Gold, the independent director of Azure, is recommending Azure Shareholders not to accept the Offer. * Based on Azure's closing mid-market price on 21 October, 2003, being the last business day prior to the date of the suspension of trading in Azure Shares on AIM, the Offer represents a discount of approximately 84.6 per cent to the closing mid-market price of 6.5p per Azure Share; and values Azure's entire current issued ordinary share capital at approximately #312,000 and the shares not already owned by the Chiddingfold Concert Party at #57,420. This summary should be read in conjunction with the full text of this announcement. The conditions and certain terms of the Offer are set out in Appendix 1 of this announcement. 2 December, 2003 Enquiries: Chiddingfold Investments Limited Peter Abbey 07764 783727 Azure Holdings Plc Nicolas Greenstone 07717 583438 John East & Partners Limited John East/David Worlidge/Simon Clements 020 7628 2200 The Offer will not be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) or interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia, New Zealand, Japan, Ireland or South Africa and is not capable of acceptance from within the United States, Canada, Australia, New Zealand, Japan or Ireland. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia, New Zealand, Japan or Ireland. 2 2 December, 2003 This announcement is not for release, publication or distribution in whole or in part, in or into the United States, Canada, Australia, New Zealand, Japan, Ireland or South Africa. Mandatory Offer by Chiddingfold Investments Limited on behalf of the Chiddingfold Concert Party for Azure Holdings Plc (Formerly known as Room Service Group Plc) Introduction On 2 December, 2003, the Investor Group subscribed for 19.5 million new Azure Shares and Chiddingfold converted #105,000 of loans due to it by Azure into 10.5 million new Azure Shares. As a result, the Investor Group now holds 30 million new Azure Shares representing 96.0 per cent. of the issued ordinary share capital of Azure. As part of the Investor Group's holding, the Chiddingfold Concert Party holds an aggregate 25,500,000 Azure Shares, representing 81.62 per cent. of the issued ordinary share capital of Azure. Chiddingfold Concert Party has therefore triggered an obligation under Rule 9 of the City Code for it to make a mandatory offer to Azure Shareholders. The Offer is being made by Chiddingfold on behalf of the Chiddingfold Concert Party for the whole of the issued and to be issued share capital of Azure not already held by the Chiddingfold Concert Party. The Offer values the entire issued share capital of Azure at approximately #312,000 and the shares not already held by the Chiddingfold Concert Party at #57,420. Recommendation Gerald Gold, the independent director of Azure, having so been advised by its independent financial adviser, John East & Partners Limited, is recommending Azure Shareholders not to accept the Offer. The Offer On behalf of the Chiddingfold Concert Party, Chiddingfold will offer to acquire all of the issued and to be issued Azure Shares not already owned by the Chiddingfold Concert Party on the following basis: For each Azure Share 1p in cash The Offer values Azure's existing issued ordinary share capital at approximately #312,000 and the shares not already owned by the Chiddingfold Concert Party at #57,420. 3 Chiddingfold has received irrevocable confirmations from the investors listed in Appendix 3B that they will not accept the Offer. The cash consideration payable under the Offer will be satisfied out of the Chiddingfold Concert Party's own financial resources. Atlantic Law is satisfied that the necessary financial resources are available to the Chiddingfold Concert Party to satisfy full acceptance of the Offer. The Offer will extend to any Azure Shares unconditionally allotted or issued while the Offer remains open for acceptance (or by such earlier date as the Chiddingfold Concert Party may, subject to the City Code, decide) pursuant to an exercise of options or warrants to subscribe for Azure Shares. No separate or further offer will be made to holders of options or warrants in respect of Azure Shares. The Offer will not extend to the Deferred Shares. Financial effects of acceptance The financial effects of acceptance of the Offer are illustrated in Appendix 2 of this announcement. Information on the Chiddingfold Concert Party Information on the Chiddingfold Concert Party is set out in Appendix 3A of this announcement. All the members of this concert party are linked to Peter Abbey, the sole director of Chiddingfold. Information on the other investors Information on the other investors is set out in Appendix 3B of this announcement. Each of the investors listed in Appendix 3B have provided written irrevocable confirmations to Chiddingfold that they will not accept the Offer. Background to and Reasons for the Offer Azure's only trading subsidiary was placed into members' voluntary liquidation in January, 2003, since when the company has had no trading activities. On 20th October, 2003 it transferred its remaining investments to Coran Investments Limited to discharge its liabilities to Coran Investments Limited, retaining a fifty per cent. interest in any surplus realisation proceeds in excess of #50,000. As a result, Azure has no trading business, no assets of any consequence and owes its creditors an estimated #200,000 of which #119,760 is owed to Chiddingfold. This was not a viable situation and placed the company in imminent danger of an insolvent liquidation. The conversion of #105,000 of the Chiddingfold debt into new Azure Shares has reduced indebtedness by this amount and the proceeds of the subscription by the Investor Group will enable the remaining creditors to be paid and leave a surplus for working capital and for evaluating future acquisitions. The remaining #14,760 owed to Chiddingfold, together with #20,000 owed to Libra, a member of the Chiddingfold Concert Party, will be settled by a further issue of new Azure Shares at 1p per share, but not until such time as their issue would not give rise to any further obligation on Chiddingfold or Libra under Rule 9 of the City Code. 4 The Chiddingfold Concert Party has confirmed that the existing employment rights, including any pension rights, of the management and employees of Azure will be fully safeguarded. Azure trading on AIM The Chiddingfold Concert Party has no intention of procuring the cancellation of the admission to trading of Azure Shares on AIM and will take reasonable steps to continue such admission to trading. The Offer Document This announcement does not constitute an offer or invitation to purchase any securities. The Offer Document containing the full terms and conditions of the Offer, together with a form of acceptance will be despatched to Azure Shareholders shortly. Open Offer The Directors of Azure have announced that they intend to offer to existing Azure Shareholders the opportunity to participate in the overall financing of Azure at the price of 1p per new Azure Share, being the price at which the Investor Group have subscribed for 19.5 million new Azure Shares. Azure has announced that Azure Shareholders, excluding the Investor Group, on the share register on the date of the Azure Announcement will be invited to subscribe for new Azure Shares by way of an open offer of 12,422,500 new Azure Shares on the basis of ten new Azure Shares for each Azure Share held on the date of the Azure Announcement at the price of 1p per new Azure Share. A copy of the announcement in respect of the Open Offer to be made by Azure is at Appendix 4 to this announcement. The Azure Announcement also states that the document containing the Open Offer will not be sent to Azure Shareholders until such date as will ensure that the Offer closes at least one week before the final day for the subscription of new Azure Shares pursuant to the Open Offer. Enquires: Chiddingfold Investments Limited 07764 783727 Peter Abbey Azure Holdings Plc 07717 583438 Nicolas Greenstone John East & Partners Limited John East/David Worlidge/Simon Clements 020 7628 2200 5 Attention is drawn to Rule 8.3 of the City Code on Takeovers and Mergers under which the dealings during an offer period in "relevant securities" of every person who owns or controls, or will own or control in consequence of any dealing (directly or indirectly), 1% of any class of such securities, and also the dealings of any other person through whom such ownership or control is derived, must be publicly disclosed. The rule does not apply to recognised market makers dealing in that capacity, but relevant securities comprised in investment accounts managed on a discretionary basis are treated as controlled by the managers. "Relevant Securities" include, in essence, the securities of Azure for which the offer is made, any equity share capital of the offerer, any securities carrying conversion or subscription rights into, options over and derivatives referenced to, any of the foregoing and a dealing includes the taking, granting or exercising of any option (including a traded option), the exercise of any such conversion or subscription rights, or the acquisition of, entering into, closing out, exercise of rights under, or variation of the derivative. Disclosure must be made not later than 12 noon on the business day following the date of the transaction and is to be made to the company announcement office of the London Stock Exchange and a copy must be faxed to the Panel and Takeovers Mergers. This is only a summary of the rules. Further information is to be found in the City Code on Takeovers and Mergers and can be obtained from the Panel, Telephone 020 7638 0129, Fax 020 7256 9386 or from the Panel's website at www.thetakeoverpanel.org.uk. Appendix 5 contains definitions of the terms used in this announcement. Save as disclosed in this announcement, neither Chiddingfold nor, so far as Chiddingfold is aware, any person acting in concert with Chiddingfold, owns or controls any Azure Shares or has any option to acquire Azure Shares or has entered into any derivative contract referenced to Azure Shares which remain outstanding. The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdiction. Persons who are not resident in the UK should inform themselves about and observe any applicable requirements. The Offer will not be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) or interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia, New Zealand, Japan or Ireland and is not capable of acceptance from within the United States, Canada, Australia, New Zealand, Japan or Ireland. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia, Japan or Ireland. The Director of Chiddingfold accepts responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Chiddingfold Concert Party (which has taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. John East & Partners Limited, which is regulated by the Financial Services Authority is acting exclusively for Azure and no one else in connection with the Offer and will not be responsible to anyone other than Azure for providing the protections afforded to customers of John East & Partners Limited nor for providing advice in relation to the Offer. 6 APPENDIX 1 Condition of the Offer As the Chiddingfold Concert Party holds 81.62 per cent. of the issued share capital of Azure the Offer will be unconditional in all respects from the day of the posting of the Offer Document and will only remain open for acceptance for a period of 21 days thereafter. 7 APPENDIX 2 Financial effects of acceptance The following table compares, for illustrative purposes only, the financial effects on capital value and gross income for a holder of Azure Shares of acceptances of the Offer (once the Offer becomes or is declared unconditional in all respects), on the bases and assumptions set out in the notes below and the terms of the Offer. Capital Value Pence Value of cash 1.0 Market Value of one Azure Share (note 1) 6.5 (Decrease) in capital value (5.5) Percentage (decrease) in capital value (84.6)% Income The income available to shareholders of Azure who accept the Offer is dependent upon individual circumstances. Azure Shareholders who accept the Offer in cash will receive interest income depending upon the manner in which the cash proceeds are reinvested. Azure has not paid any dividends since its admission to AIM in August 2000 and Azure has negative reserves on its profit and loss account. Notes: (1) The market value of a Azure Share is based on Azure's closing mid market price on 21 October, 2003, being the last business day prior to the date of the suspension of trading in the ordinary shares of Azure on AIM. (2) No account has been taken of the treatment of any liability to taxation. 8 Name Amount % of Azure % of Azure Shares Invested Shares held held assuming full Pursuant to following the subscription under the Subscription the Open Offer Subscription # Nicholas 5,000 1.60% 1.15% Greenstone Flat 19, 109, Haverstock Hill, London NW3 4SD Raymond 5,000 1.60% 1.15% Harris Adler Shine LLP, Aston House, Cornwall Avenue, Finchley, London N3 1LF Himakshu Patel 5,000 1.60% 1.15% 37 Ferndown, Northwood, Middlesex HA6 1PH Ronald Stirling 7,000 2.24% 1.60% The White Cottage, 21 Randolph Road, London W9 1AN Matthew Tawse 5,000 1.60% 1.15% AA Management S.A.. c/o Base S.A.M., 24 Bd Princesse Charlotte, MC98000 Monaco 9 Edward Simons 5,000 1.60% 1.15% The Mews at March Mill Boathouse, Wargrave Road Henley-on-Thames, Oxon RG9 3HY Hansard Group 5,000 1.60% 1.15% Plc 14 Kinnerton Place, South London, SW1X 8EH A&P 5,000 1.60% 1.15% Investments C/o Hansard Group Plc, 14 Kinnerton Place, South London SW1X 8EH Jamie True 5,000 1.60% 1.15% 4 Bryanston Square, London W1H 2DE Jack Bekhor 5,000 1.60% 1.15% 33 Melbury Court, London W8 6NH Clive Garston 5,000 1.60% 1.15% Halliwell Landau, 75 King William Street, London EC4N 7BE 10 BKL 5,000 1.60% 1.15% Investments Limited c/o 4 Elm Walk, London NW3 7UP Sam Goldstone 5,000 1.60% 1.15% 12 F patio Palace, 41 Avenue Hector Atto, 98000 Monaco Jennings 5,000 1.60% 1.15% Associates Limited, 4 Pitman Alley, Gibraltar Keith Smith 5,000 1.60% 1.15% Nabarro Wells & Co, Sadlers House Gutter Lane, London EC2V 6HF Laurence Davis 12,000 3.84% 2.75% c/o Conduit Investments Limited, St Georges House 15 Hanover Square, London W1R 9AJ Libra 9,000 2.88% 2.06% Investments Limited c/o Atlantic Law One Great Cumberland Place, London W1 11 Microcap 25,000 8.00% 5.73 Equities Plc 22 Melton Street, London NW1 2BW Chiddingfold 20,000 6.40% 4.58 Investments Limited 4 Pitman Alley, Gibraltar John Baker 5,000 1.60% 1.15% The John Baker Group, 15 Hanover Square, London W15 1HS Tom Turrell 2,000 0.64% 0.46% 35 Rue Blanche, Brussels 1060, Belgium 12 APPENDIX 3B Other Investors Name Amount Invested % of Azure Shares % of Azure Pursuant to the held following the Shares held Subscription Subscription assuming full subscription under the Open Offer Barry Townsley 5,000 1.60% 1.15% Insinger Townsley, 44 Worship Street, London EC2A 2JT Equity Trust 5,000 1.60% 1.15% C/o Insinger Townsley, 44 Worship Street, London EC2A 2JT Daryl Warnford 5,000 1.60% 1.15% Davis, Insinger Townsley, 44 Worship Street, London EC2A 2JT Ian Goldbart 5,000 1.60% 1.15% Insinger Townsley, 44 Worship Street, London EC2A 2JT Les Stafford 20,000 6.40% 4.58% Walker Crisps Weddle Beck Plc, Sophia House 76/80 City Road, London EC1Y 2EQ Darren Smith 5,000 1.60% 1.15% 13 APPENDIX 4 Azure Announcement Room Service Group PLC ("Room Service" or "the Company") Placing of 19.5 million new ordinary shares, Open Offer of 12,422,500 new ordinary shares and Debt Conversion into new ordinary shares, at 1p per share and Change of name to Azure Holdings plc In the preliminary announcement of the results for the year ended 31st December, 2002, it was announced that Chiddingfold Investments Limited ("Chiddingfold") had acquired #119,760 of the Company's debts from a third party ("the Chiddingfold Debt"), leaving a further #96,740 of the Company's debts outstanding. It was also announced that the directors of the Company ("the Directors") had agreed with Chiddingfold, that Chiddingfold would enter into arrangements to make a loan of #100,000 to Room Service, convertible into new ordinary shares at lp per share, following the implementation of the proposed capital reconstruction which was approved at the annual general meeting of the Company held on 20th October, 2003. The Directors have been advised that the sole director and shareholder of Chiddingfold is Mr Peter Abbey. The Company now announces that it has issued 19.5 million new ordinary shares ("Placing Shares") to Chiddingfold and its associates, conditional upon admission to AIM, at lp per share, to raise #195,000 for the Company ("the Placing"). The Placing Shares will not rank for the open offer described below. Nicolas Greenstone and Raymond Harris, respectively the Chairman and a director of the Company have each subscribed for 500,000 new ordinary shares, equivalent to 1.6 per cent. each of the share capital of the Company as enlarged by the Placing and the Debt Conversion referred to below. The Directors believe that the Company's working capital requirement is best met by an equity issue and, therefore, the Placing, which replaces the previously announced proposed loan from Chiddingfold, will enable the Company to pay its remaining creditors, other than Chiddingfold, and to retain a margin of additional funds for working capital and for evaluating potential acquisitions. To extinguish the majority of the Chiddingfold Debt, the Company has issued 10.5 million new ordinary shares ("the Debt Conversion Shares") to Chiddingfold, also at lp per share ("the Debt Conversion"), conditional upon admission to AIM. This is the maximum issue of new ordinary shares for cash permitted under the authority granted at the recent annual general meeting and leaves #14,760 outstanding, to be settled by the issue of 1,476,000 new ordinary shares at lp per share. 14 As a result of the Placing and the Debt Conversion Chiddingfold and its associates hold 80.98 per cent. of the Company's issued share capital as enlarged by the Placing and the Debt Conversion and, accordingly, Chiddingfold and its associates have incurred an obligation under Rule 9 of the City Code on Takeovers and Mergers ("City Code") to make a general offer for Room Service at 1p per share. The outstanding 1,476,000 shares due to Chiddingfold in respect of the Debt Conversion as set out above will not be issued until such time as their issue would not impose any further obligation on Chiddingfold under Rule 9 of the City Code. The Directors wish to offer existing shareholders the opportunity to participate in the overall refinancing of the Company at the same price as the Placing and the Debt Conversion. Accordingly, shareholders will be invited to subscribe for new ordinary shares by way of an open offer of 12,422,500 new ordinary shares on the basis often new ordinary shares for each existing ordinary share held ("Open Offer") at a price of 1p per new ordinary share ("Open Offer Price"). The Open Offer will not be underwritten. Chiddingfold has agreed to underwrite the costs of the Open Offer to the extent that the proceeds raised are insufficient to do so. The necessary documentation will be sent to shareholders as soon as practicable; it is intended that this should be within one month. In any event, the prospectus will not be sent to shareholders until such date as will ensure that the Rule 9 offer closes at least one week before the final day for subscription under the Open Offer. The documentation will contain a detailed timetable. This will state that the record date for the Open Offer will be today's date and the ex-entitlement date for the Open Offer will be the date of restoration of trading in the Company's shares on AIM, which is expected to be 5th December, 2003. Accordingly, when trading is restored, the Company's ordinary shares will be "ex-entitlement". For arranging the Placing and the Debt Conversion and 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 3.2 per cent. of the amount equal to the aggregate of the gross proceeds of the Placing and the value of the Debt Conversion ("the Libra Fee"), to be satisfied by the issue of 2,000,000 new ordinary shares ("the Libra Shares") at 1p per share, which will be settled at such time as their issue would not impose any obligation on Libra under Rule 9 of the City Code. The Directors have also been advised that the sole director and shareholder of Libra is Mr Peter Abbey. The Placing Shares and the Debt Conversion Shares have been issued pursuant to the authority granted at the annual general meeting held on 20th October, 2003 and an application will be made for them to be admitted to trading on the Alternative Investment Market. Gerald Gold, as the independent director, considers, having consulted with the Company's nominated adviser, John East & Partners Limited, that the terms of the Placing, the Open Offer, the Debt Conversion and the Libra Fee, taken together, are fair and reasonable as far as the shareholders of the Company are concerned. 15 Restoration of trading in the Company's ordinary shares on AIM and trading in the Placing Shares and the Debt Conversion Shares are expected to commence on 5th December, 2003. The change of name of the Company to Azure Holdings plc, which was approved at the recent Annual General Meeting has now become effective. 2nd December, 2003 Enquiries: Azure Holdings plc Nicolas Greenstone (Chairman) 07717 58343 John East & Partners Limited John East/David Worlidge/Simon Clements 020 7628 220 16 APPENDIX 5 Definitions The following definitions apply throughout this announcement unless the context otherwise requires: "Act" the Companies Act 1985, as amended "AIM" the Alternative Investment Market of the London Stock Exchange "Azure" Azure Holdings Plc, a company registered under registration number 03916791, whose registered office address is 1st Floor, 159 Brent street, Hendon London NW4 4HD "Azure Announcement" The announcement made by Azure as set out in Appendix 4 to this announcement relating, inter alia, to the Open Offer "Azure Shareholders" holders of Azure Shares "Azure Shares" the existing unconditionally allotted and/or issued and fully paid or credited as fully paid ordinary shares of 1p each in Azure and any further such ordinary shares which are unconditionally allotted and/or issued fully paid or credited as fully paid after the date hereof and before the date on which the Offer closes (or such earlier date as the Panel may decide) "City Code" The City Code on Takeovers and Mergers "Chiddingfold" Chiddingfold Investments Limited "Chiddingfold Concert Party" the Chiddingfold Concert Party, comprising Chiddingfold and the other investors listed in Appendix 3A "Deferred Shares" 1,242,250 deferred ordinary shares of 99p each in the share capital of Azure in issue which carry no voting rights and entitlement to dividends and which are not the subject of the Offer "Investor Group" the Chiddingfold Concert Party and other investors listed in Appendix 3B "Libra" Libra Investments Limited "London Stock Exchange" London Stock Exchange Plc "Offer" the offer by Chiddingfold, on behalf of the Chiddingfold Concert Party, to acquire the whole of the issued and to be issued ordinary share capital of Azure (excluding the Deferred Shares) not already owned by the Chiddingfold Concert Party or persons acting in concert with it on the terms set out in this announcement and, where the context admits, any subsequent version, variation, extension or renewal thereof "Offer Document" the document to be sent to the Azure Shareholders containing the Offer 17 "Open Offer" the offer for subscription that Azure announced as set out in Appendix 4 which it intends to make and pursuant to which it intends to offer existing Azure Shareholders the opportunity to acquire up to 10 new Azure Shares for each Azure Share held at the date of the Azure Announcement at the price of 1p per new Azure Share. Brief details of the Open Offer are set out in the main body of this announcement under the heading "open Offer" "Panel" The Panel on Takeovers and Mergers "Relevant Authority" means any government, government department or governmental, quasi- governmental, supranational, statutory, regulatory, environmental or investigative body or authority, any trade agency, or any court, tribunal or any association, institution or other similar person or body whatsoever in any jurisdiction "Subscription" the subscription for 19.5m new Azure Shares by the Investor Group and the conversion by Chiddingfold of its #105,000 loan due to it by Azure into 10.5m new Azure Shares "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "USA" or "United States" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction and any political subdivision thereof 18 This information is provided by RNS The company news service from the London Stock Exchange END MSCLLLFBXLBLFBB
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