4 Feb 2016 18:05
4 February 2016
Phorm Corporation Limited
("Phorm" or the "Company")
Funding Update
Phorm (AIM: PHRM), a leading advertising-technology company and first party data platform provider, announces a funding update, further to its announcement of 1 February 2016.
January Subscription
Phorm announces that, further to its announcement of 18 January 2016, regarding the subscription of US$1 million (gross) (the "January Subscription"), the sole US based institutional subscriber concerned has still not transferred the requisite funds to settle the transaction as required pursuant to the terms of the legally binding subscription agreement it entered into with the Company (the "Subscription Agreement").
Until recently, the subscriber had continued to advise the Company that it would honour the terms of the Subscription Agreement, however, given the excessive delay, the Company is continuing to take appropriate legal advice with respect to enforcing its rights pursuant to the Subscription Agreement. A further announcement(s) will be made as and when appropriate.
Accordingly, the 44,821,076 ordinary shares of nil par value each in the capital of the Company ("Ordinary Shares") (the "January Subscription Shares"), which were issued pursuant to the January Subscription, will now be transferred to settle certain transactions with other parties, as described below.
Second Subscription Update and Issue of Equity
The Company is pleased to announce that, further to its announcement of 1 February 2016, it has now received, in aggregate, US$500,000 (gross) from FiveT Investment Management Limited ("FiveT") and Arminius Verwaltung AG ("Arminius"), who have each subscribed US$250,000 before expenses, at a price of 1.2 pence per Ordinary Share (the "Second Subscription"). Accordingly, FiveT and Arminius have each been transferred 14,618,750 January Subscription Shares such that FiveT and Arminius (including the shares to be issued pursuant to the Loan Conversion referred to below) will be interested in 99,275,840 and 39,097,917 Ordinary Shares respectively, representing approximately 9.45 per cent. and 3.72 per cent. of the Company's enlarged issued share capital as stated below.
On 1 February 2016, the Company also announced that it had received notices from each of Mr Michael Bigger and Arminius that they were exercising their options to receive repayment of their respective loans (together with accrued interest thereon and the associated redemption fees) by way of the issue of Ordinary Shares (the "Loan Conversion"). Accordingly, the Company will transfer to Mr Bigger 9,791,667 January Subscription Shares with Arminius receiving the remaining 5,791,909 January Subscription Shares as well as being issued the balancing 18,687,258 Ordinary Shares due in the form of new Ordinary Shares (the "Second Subscription Shares").
Draw down of Tranche 2 of the Meditor Loan Facility
As stated previously, on 1 February 2016, the Company entered into an unsecured short term loan agreement with Meditor European Master Fund Limited ("Meditor") for the provision of a loan facility of up to US$2.75 million to be drawn down in three tranches, dependent on certain conditions being satisfied (the "Loan").
The Company has received US$250,000 from its draw down of the first tranche of the Loan ("Tranche 1") and, following the successful completion of the abovementioned Second Subscription, has now served notice on Meditor in respect of the draw down of the next US$250,000 tranche ("Tranche 2"), which was conditional on Phorm raising not less than US$500,000 in equity by 3 February 2016 and completing the Loan Conversion, both of which have now been satisfied. Under the terms of the Loan, the draw down of Tranche 1 incurred an arrangement fee of 4,000,000 new Ordinary Shares (the "Arrangement Fee Shares"), which will now be issued to Meditor accordingly with the similar arrangement fee in respect of Tranche 2 to be satisfied by the Company in due course.
As announced on 1 February 2016, the Company is required to secure further equity funding of at least £2.5 million, at a price at or around the then prevailing market price, by 24 February 2016, in order to satisfy the remaining condition to draw down of the final US$2.25 million third tranche under the Loan ("Tranche 3"). A further announcement will be made as and when appropriate.
Application will be made to the London Stock Exchange plc for the abovementioned Second Subscription Shares and the Arrangement Fee Shares to be admitted to trading on AIM. It is expected that admission of the Second Subscription Shares and the Arrangement Fee Shares will become effective and that dealings in the Second Subscription Shares and the Arrangement Fee Shares will commence at 8.00 a.m. on 10 February 2016.
Following admission of the Second Subscription Shares and the Arrangement Fee Shares, the total issued ordinary share capital of the Company will comprise 1,050,777,150 ordinary shares. The Second Subscription Shares and the Arrangement Fee Shares will be fully paid and will rank pari passu in all respects with the Company's existing ordinary shares.
-Ends-
For further information please contact:
Phorm Corporation Limited
Timothy Smith (Chief Executive Officer) +44 (0) 20 3397 6001
Mirabaud Securities LLP (Broker) +44 (0) 20 7321 2508
Jason Woollard
Peter Krens
Strand Hanson Limited (Nominated Adviser) +44 (0) 20 7409 3494
James Harris Matthew Chandler James Dance
About Phorm:
Phorm is a leading advertising-technology and first party data platform provider that enables brands and publishers to address online users with personalised content and advertising. Phorm's innovative platform delivers a more interesting online experience for the user and addressable campaign results for marketers. For more information, please visit: www.phorm.com