15 Jul 2015 11:21
15 July 2015
Phorm Corporation Limited
("Phorm" or the "Company")
Board and Management Changes
Phorm (AIM: PHRM), a leading internet personalisation technology company, announces certain changes to the board of directors of Phorm (the "Board") and senior management of the Company, to position it to take advantage of the opportunities which have recently opened up in the US market. As part of the changes, Kent Ertugrul, Chief Executive Officer and Executive Chairman, based in Singapore, and Andy Croxson, Chief Financial Officer, based in London, have stepped down from their respective roles effective immediately. Mr Ertugrul and Mr Croxson will be pursuing their other business interests but remain strongly supportive of the Company's continued progress. The Company is currently in the process of appointing Mr Timothy Todd Smith to the Board as Chief Executive Officer.
Mr Timothy Todd Smith, age 51, from 2006 through 2014 was an executive at Arbitron, Inc. ("Arbitron"), an NYSE-listed global technology firm, where during his last three years he served as its Chief Strategy and Business Development Officer. During his tenure, he successfully negotiated various joint venture and strategic partnership agreements. Mr Smith played a significant role in the acquisition of Arbitron by Nielsen Holdings N.V. in a transaction that yielded strong shareholder returns. Whilst at Arbitron, his duties included overseeing the company's international sales. Mr Smith also coordinated product research, sales and strategy teams in Arbitron's digital division to deliver its first suite of digital offerings. Between 2000 and 2006, Mr Smith worked for Manugistics, Inc., an international software company, where he held the position of General Counsel and, in the last year of his employment, held the position of Senior Vice President, Government, Aerospace and Defense and General Counsel. Mr Smith holds a B.Sc. in Administration of Justice from Penn State University and a Juris Doctorate, with Honours, from Rutgers University School of Law.
The proposed appointment of Mr Smith as Chief Executive Officer of the Company remains subject, inter alia, to completion of the requisite due diligence procedures and the approval of the Company's Nominated Adviser. Lex Fenwick, Non-Executive Director, will assume the role of Executive Chairman with immediate effect pending Mr Smith's formal appointment. A further announcement will be made in due course.
The Board would like to thank Messrs Ertugrul and Croxson for their considerable contribution to the development of Phorm, with Mr Ertugrul being founder of the business and a long standing board director since 2004.
Commenting on his resignation, Mr Ertugrul stated:
"I have devoted many years of my life to building this business to its current stage. As building sales and the development of key business partnerships, particularly in the US, becomes paramount, I am delighted that the Company is securing the services of a candidate of Timothy Smith's calibre. I wish him the very best and look forward to the Company's continued progress."
Commenting on his proposed appointment, Mr Smith stated:
"I am very excited to be joining Phorm to take it to the next level, building on the outstanding technology foundation that has been established to date."
Additional information
Under the terms of their respective contracts of employment, Messrs Ertugrul and Croxson are each entitled to serve twelve months' notice or, in lieu of such notice, to receive 12 months' salary. The Company has entered into a settlement agreement with each of Mr Ertugrul and Mr Croxson (the "Settlement Agreements"), whereby they will both receive six months' salary in cash (the "Cash Payment") and a share based payment in respect of the remaining six month period (the "Share Payment"). In addition, certain contractual benefits to which Messrs Ertugrul and Croxson are currently entitled, will continue to be honoured for a period of six months following the effective date of their respective resignations.
Accordingly, pursuant to the Cash Payment element, Mr Ertugrul will receive the sum of US$275,000 and Mr Croxson will receive the sum of £155,000, such amounts being payable in three equal instalments on the fifteenth day of each of August, September and October 2015. Pursuant to the Share Payments, the Company has agreed to issue Mr Ertugrul and Mr Croxson with 10 million and 4 million new ordinary shares of nil par value in the capital of Phorm respectively (the "Shares"). Neither Mr Ertugrul nor Mr Croxson shall be entitled to dispose of more than 25 per cent. of the Shares in the two month period following their date of issue and no more than 25 per cent. of the Shares in each of the three months thereafter. Phorm will have the right of first refusal to buy back such Shares if either Mr Ertugrul or Mr Croxson decide to sell. The Share Payments are conditional on the receipt of certain approvals from certain of the Company's major shareholders.
The entering into by Phorm of the Settlement Agreements with Mr Ertugrul and Mr Croxson is considered to be a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors of Phorm (being Johannes Minho Roth, Lex Fenwick and Michael Alkin), consider, having consulted with Strand Hanson Limited (the Company's Nominated Adviser), that the terms of the Settlement Agreements are fair and reasonable insofar as the Company's shareholders are concerned.
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For further information please contact:
Phorm Corporation Limited
Investor Relations +44 20 3397 6001
UK Investors
Mirabaud Securities LLP (Broker) +44 20 7321 2508
Jason Woollard
Peter Krens
Strand Hanson Limited (Nominated Adviser) +44 20 7409 3494
James Harris
Matthew Chandler
James Dance
US Investors
Lippert/Heilshorn and Associates (Investor Relations) +1 212 838 3777
John Heilshorn
About Phorm
Phorm is a global personalisation technology company that makes content and advertising more relevant to the consumer. Phorm's innovative platform preserves user privacy and delivers a more interesting online experience.
Phorm's industry leading technology enables its Internet Service Provider ("ISP") partners to offer a new type of online advertising platform and a free consumer internet content feature, ensuring more relevant advertisements and personalised content for opted-in users.
Phorm's advertising platform revolutionises current standards of online privacy, fully protecting the identity of consumers. Phorm's solution is completely opt-in. Only those users consenting to the service are profiled and only ever on an anonymous basis.
Phorm's partners include leading ISPs, Publishers, Advertising Networks and Advertisers.
Phorm, under a predecessor holding company, was admitted to trading on the AIM market of the London Stock Exchange in 2004.
For more information, please visit: www.phorm.com