Wed, 23rd Dec 2015 13:00
23 December 2015
Phorm Corporation Limited
("Phorm" or the "Company")
Issue of Equity in respect of Revised Compensation Arrangements for Non-Executive Directors
Phorm (AIM: PHRM), a leading advertising-technology company and first party data platform provider, announces that, on 22 December 2015, it approved a revised compensation scheme for certain Non-Executive Directors of the Company.
The Executive Directors of the Company have reviewed the compensation arrangements for the Company's Non-Executive Directors and undertaken a benchmarking exercise against the median average compensation paid by comparable quoted companies further to PricewaterhouseCoopers International Limited's 2015 report on UK non-executive director compensation. The Executive Directors have agreed that, save for Mr Lin Jieyuan, each of the Company's Non-Executive Directors shall receive compensation of £40,000 per annum. In order to more closely align the Non-Executive Directors' interests with those of the Company and its shareholders and to minimise the group's cash burn rate, it has also been agreed that an element of their compensation packages will be share based.
However, the Board is cognisant that the UK Corporate Governance Code does not advocate the issue of share options to non-executive directors and, accordingly, it has been agreed that, save for Mr Lin Jieyuan, annual compensation for each of the Company's Non-Executive Directors will comprise a cash payment of £20,000 and the issue of ordinary shares to the value of £20,000, which will be subject to a lock-in period, restricting their sale for a period of one year from their date of issue. Phorm's existing Non-Executive Directors have not received any compensation payments since their respective dates of appointment to the Board, such that the aforementioned revised compensation arrangements will be backdated pro rata to their respective dates of appointment.
Accordingly, a total of 1,589,041 new ordinary shares (the "Fee Shares"), representing approximately 0.16 per cent. of the Company's enlarged share capital, will be issued to the Non-Executive Directors to satisfy the amounts due to them for the period from their respective dates of appointment to 31 December 2015 at a price of 3.5 pence per share, as set out below:
Number of Fee Shares
Total Resultant Holding of Ordinary Shares
% of Enlarged Issued Share Capital
Johannes Minho Roth*
* - total resultant holding includes 83,833,607 ordinary shares held by FiveT Investment Management Limited, a company associated with Mr Roth as he is the founding Director, Chief Executive Officer and major shareholder of FiveT Investment Management Limited's parent company, FiveT Capital Holding AG.
Application will be made to the London Stock Exchange plc for the Fee Shares to be admitted to trading on AIM. It is expected that admission of the Fee Shares will become effective and that dealings in the Fee Shares will commence on AIM at 8.00 a.m. on 31 December 2015.
Following admission, the total issued ordinary share capital of the Company will comprise 983,268,816 ordinary shares. The Fee Shares will be fully paid and will rank pari passu in all respects with the Company's existing ordinary shares.
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
Strand Hanson Limited (Nominated Adviser) +44 (0) 20 7409 3494
James Harris Matthew Chandler James Dance
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