PHRM.L Regulatory News (PHRM)

23 Jun 2006 16:12

23 June 2006 121Media, Inc. (the "Company" or "121Media") Update on Trading in and settlement of restricted common shares on AIM The purpose of this announcement is to explain and clarify our 25 May 2006release and the process related to the delivery and settlement of trades for121Media shareholders with respect to restricted shares and unrestricted sharesthat will be free to trade under the new ISIN and capable of settlement withinthe CREST System.Due to the complications of US Securities and Exchange Commission ("SEC") Rule144, only certain of the restricted shares, initially only those shares thatcan be identified as having been in issue for at least two years and that areheld by non Affiliates (as defined within Rule 144) will be capable of beingtraded under the new ISIN and settled within CREST notwithstanding the factthat the requirements of Regulation S have otherwise been satisfied. Whilst allshares become unrestricted with respect to Regulation S after one year, resalesof these shares must still be made in compliance with Rule 144 for a furtheryear. Accordingly, we have concluded that fewer shares than stated in theannouncement made on 25 May 2006 are capable of being unrestricted at thistime.Further, shares that can be identified as having been in issue for greater than1 year but for less than 2 years, will, upon request, once resold under theprovisions of Rule 144 be eligible to be transferred into the new line ofstock, free of restriction.A further announcement will be made in due course detailing the number ofshares that are capable of being transferred to the unrestricted ISIN and thedate upon which those shares are expected to be trading under the new ISIN.As a US corporation, 121Media has issued shares to raise new equity for theCompany without being required to file a US prospectus with the SEC under theexemption from registration afforded by Regulation S of the SEC. Regulation Sgenerally restricts the sale of shares to US Persons (including investmentfunds in the US or US individuals living abroad) until the restriction hasexpired or another exemption is available (such as resales to certaininstitutional investors under SEC Rule 144A). This is, after a period of nomore than two years, and in some circumstances one year from the date of issueby the Company if such shares are sold in accordance with Rule 144. They may besold to non-US persons at any time.The Company will shortly be writing to shareholders with respect to thecircumstances under which shares can be released from the restrictions referredto above, and will be returning the legend bearing certificates that have beentendered to our Registrar to those shareholders who do not yet qualify to havetheir shares reissued without the legend.For enquiries:121Media, Inc. 0870 405 7727 Tim Bowen, CFO John East & Partners Limited 020 7628 2200 David Worlidge/Simon Clements END121 MEDIA INC