RNS Number:5047T
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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