7 Sep 2012 12:29
7 September 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, JAPAN OR AUSTRALIA
Phorm, Inc. ("Phorm" or the "Company")
RESULTS OF EGM AND UPDATE ON RE-DOMICILIATION
At the extraordinary general meeting of Phorm's shareholders held today all resolutions were duly passed to give effect to the re-domiciliation of the Company from Delaware, USA to Singapore (the "Re-Domicile").
Completion of the Re-Domicile will trigger a requirement for the Company's admission to trading on AIM to be cancelled, with the new parent company of the Phorm group, Phorm Corporation Limited, simultaneously seeking readmission to AIM. Readmission is expected to occur at 8:00 a.m. on 11 September 2012 (the "Admission Date").
On completion of the Re-Domicile, Phorm Corporation Limited will:
·; change its ISIN to SG9999009278;
·; trade under the TIDM, PHRM; and
·; give effect to depositary interest arrangements to enable investors to settle their interest in Phorm Corporation Limited shares in CREST, as more detailed in the circular dated and sent to Phorm shareholders on 13 August 2012 (the "Circular").
Each common share in Phorm, Inc. outstanding on the Merger Date (10 September 2012) will be converted into and represent the right to receive either a share in Phorm Corporation Limited or the Cash Consideration. All Phorm, Inc. shareholders will receive shares in Phorm Corporation Limited except for Non-Accredited US Shareholders, who will receive the Cash Consideration. Existing share certificates in Phorm, Inc. will be cancelled on the Merger Date and new certificates in Phorm Corporation Limited are expected to be dispatched within 14 days of the Admission Date. Share certificates in Phorm Corporation Limited may be dematerialised into CREST via depository interest arrangements.6 Holders of shares in Phorm, Inc. via the existing depository interests will automatically receive depository interests in Phorm Corporation Limited on the Admission Date.
Capitalised terms in this announcement have the meaning given to it in the Circular. Further announcements in relation to the Re-Domicile will be made in due course.
Kent Ertugrul, CEO of Phorm, commented, "This is a major milestone in the Company's stock market development as for the first time all of the holding company's shares will trade in one line and, more importantly, all of the shares will be CREST eligible. We believe this will provide significant assistance to the shares' liquidity."
For Enquiries
Phorm, Inc.
Mark Williams (analysts & investors) +44 20 7297 2326
Alex Laity (media) +44 20 7297 2710
Liberum Capital +44 20 3100 2222
(Nominated Advisor and Joint Broker)
Chris Bowman
Richard Bootle
Mirabaud Securities LLP +44 20 7321 2508
(Joint Broker)
Jason Woollard
Peter Krens
Hudson Sandler +44 20 7796 4133
Charlie Jack
Charlie Barker
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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 partners include leading Internet Service Providers (ISPs), Publishers, Ad Networks and Advertisers.
A Delaware, US incorporated company, Phorm was admitted to the AIM market of the London Stock Exchange in 2004 and has over 140 employees and contractors.
For more information, please visit: www.phorm.com