10 Sep 2012 15:33
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") |
COMPANY NAME: |
Phorm Corporation Limited, incorporated in Singapore (the "Company")
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES): |
Registered address: 158 Cecil Street #11-01 Singapore 069545
Trading address: 302 Orchard Road, #07-03 Tong Building, Singapore, 238862
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COUNTRY OF INCORPORATION: |
Singapore
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: |
www.phorm.com
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: |
The Company's principal activity is the provision of global personalisation technology that makes content and advertising more relevant to consumers. The Company has operations in Brazil, Romania and Turkey together with offices in London, Moscow and Singapore.
Phorm Delaware's shares are currently trading on the AIM market of the London Stock Exchange ("LSE"). Phorm Delaware is seeking to transfer the group's holding company's place of domicile from Delaware to Singapore. Phorm Delaware's shareholders approved all resolutions in relation to the re-domiciliation from Delaware to Singapore on 7 September 2012. While Phorm Delaware is currently quoted on AIM, as part of its redomiciliation in accordance with the AIM Rules, Phorm Delaware must have its AIM quotation cancelled at the same time as the Company becomes the holding company of the Phorm group and has its shares readmitted to trading on AIM ("Admission").
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DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):, |
81,029,681 ordinary shares, of which 45,000 will be held in treasury. The ordinary shares do not have any restrictions.
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: |
No capital is being raised on Admission. The market capitalisation of the Company on Admission is expected to be similar to that of Phorm Delaware immediately prior to Admission. The market capitalisation of Phorm Delaware on 10 September 2012 was approximately £91.2 million.
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
48.1 per cent.
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: |
None
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known): |
Kent Thomas Ertugrul (Chief Executive and Chairman) Andrew James Croxson (Director) Lord Norman Stewart Hughson Lamont (Non-Executive Director) Mark Lyle Schneider (Non-Executive Director) Christophe Delorme (Non-Executive Director)
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): |
BlackRock Investment Management 15.00% Viollette Company Limited 15.38% Meditor European Master Fund Limited 13.80% Woo Foong Hong Limited 5.89% Capital Group International 6.49% Fidelity Investments 5.49% Value Trust Holding Company Pte Limited 3.20% Mid-City Investments Holding Company Pte. Limited 3.02%
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: |
N/A
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: |
i) 31 December ii) Not applicable iii) 30 September 2012, 30 June 2013, 30 September 2013
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EXPECTED ADMISSION DATE: |
11 September 2012
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NAME AND ADDRESS OF NOMINATED ADVISER: |
Liberum Capital Limited Ropemaker Place, Level 12 25 Ropemaker Street London EC2Y 9LY
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NAME AND ADDRESS OF BROKERS: |
Liberum Capital Limited Ropemaker Place, Level 12 25 Ropemaker Street London EC2Y 9LY
Mirabaud Securities LLP 33 Grosvenor Place London SW1X 7HY
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: |
Not applicable
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DATE OF NOTIFICATION: |
10 September 2012
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NEW/ UPDATE: |
Update
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QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: |
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED: |
AIM |
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED: |
Phorm Delaware's shares have been admitted to trading on AIM since 4 May 2007.
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CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH: |
The Directors confirm, following due and careful enquiry, that as at the date of this announcement, the Company has adhered to all legal and regulatory requirements involved in having its securities traded on the AIM market of the LSE and has not been in breach thereof.
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AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE: |
www.phorm.com
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DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY: |
The Company's principal strategy will be continue its development as a global personalisation technology company that makes content and advertising more relevant to consumers.
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A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED: |
Except as described below, there has been no significant change in the financial or trading position of the Group since 31 December 2011, the date to which the last audited results of the Group were prepared:
AGM Notice & Proposed Board Change On 22 May 2012, Phorm Delaware announced that it would hold its Annual General Meeting at 11.00a.m. on 19 June 2012 at Liberty House, 222 Regent Street, London, W1B 5TR.
It was announced that at the AGM it would be proposed that Christopher Delorme be elected as a non-executive director of Phorm Delaware and that Andrew Croxson be elected as an executive director of Phorm Delaware.
£20m Equity Fundraising into Phorm China On 1 June 2012, Phorm Delaware announced that it had entered into agreements to raise £20m via a subscription for a 20% equity stake in an operating subsidiary for Hong Kong and the People's Republic of China ("Phorm China"). The equity subscription gave Phorm China a post-money valuation of £100m.
The equity subscription is subject to the customary closing conditions and a requirement on Phorm Delaware to enter into a licensing agreement for its know-how and technology to Phorm China for use in Hong Kong and the People's Republic of China on an exclusive, perpetual, royalty free basis. The equity investor is Chinese City Investments Limited ("CCIL"). The proceeds of the equity subscription are to be used for business expansion, capital expenditures, marketing and general working capital for the business of Phorm China and its group companies.
Intention to Re-Domicile On 1 June 2012, Phorm Delaware announced its intention to re-domicile the holding company of the Group from Delaware to Singapore. It was stated that this will simplify the settlement mechanics relating to the trading in Phorm Delaware's shares under the symbol PHRM by removing the requirement for certificated settlement of shares and allowing them to be traded electronically in CREST. The Directors believe this will provide significant assistance to the shares' liquidity.
AGM Statement On 19 June 2012, the Chairman and CEO of the Company made the following statement at the Company's AGM:
"I'm pleased to be able to inform investors that significant progress has been made on all the opportunities highlighted to investors last October. It has taken longer than expected to achieve, but the outcome is very significant. On 1 June 2012 we announced an equity fundraising into our Chinese business which valued that opportunity alone at £100m. This is extremely significant and represents a giant step forward in that region.
Today I am pleased to announce further details of our intention to re-domicile the holding company of the group from Delaware in order to simplify the trading mechanics around the Company's shares and enhance their liquidity.
It is intended to undertake a corporate reorganisation to form a new holding company ("New Topco") for the group, incorporated outside the US in Singapore. As a result of the reorganisation, current shareholders will receive one share of the New Topco subsidiary for each share of Phorm Inc they currently own. The redomiciliation will be subject to shareholder approval, and various tax and regulatory clearances. We expect to post the appropriate documentation to shareholders in the next two months and will make a further announcement at that point.
So far this financial year the future prospects of the Company have been materially enhanced by the huge amount of work done behind the scenes and we look forward to announcing a number of further commercial launches during this financial year."
AGM Result On 19 June 2012, Phorm Delaware announced that at the Annual General Meeting ("AGM") of Phorm Delaware, all the resolutions contained in the Notice of Meeting and put to the meeting were duly passed.
Consequentially Andrew Croxson and Christophe Delorme were elected as directors of Phorm Delaware. It was disclosed that under Schedule 2, paragraph (g) of the AIM Rules, in the past five years Andrew James Croxson, aged 39, has previously been a director of Sprawl Technologies Limited. Mr Croxson is currently a director of Phorm UK, Inc. No additional information under Schedule 2, paragraph (g) of the AIM rules needed to be disclosed in respect of Mr Croxson's appointment.
It was disclosed that under Schedule 2, paragraph (g) of the AIM Rules, Christophe Delorme, aged 45, is currently a director of RSR Capital pte Ltd and Sapiance Capital Limited. Mr Delorme holds 1,900,328 common shares in the capital of Phorm Delaware. No additional information under Schedule 2, paragraph (g) of the AIM rules needed to be disclosed in respect of Mr Delorme's appointment.
Annual Financial Report On 29 June 2012, Phorm Delaware announced its audited financial results for the period from 31 December 2011. In its results, Phorm Delaware provided the following information in relation to business developments since 31 December 2011:
·; Conditional agreements entered into with China City Investments Limited for a £20m equity investment into Phorm China valuing Phorm China alone at £100m (post money). ·; Further funding options to meet near-term working capital requirements for the Group are under active consideration ·; Operations went live in Romania last October and have commenced this year in an important Southern European market thereby broadening the Group's routes to significant revenue and operating profit ·; Phorm Delaware's new markets and business development pipeline comprise only full network deployments with ISP partners, unlike Brazil where deployments are currently restricted to part of each of its ISP partners' networks ·; Commercial operations in Brazil continue to support the business model assumptions of advertiser pricing, being significantly higher than forecast, and publisher costs, being in line or lower than forecast, albeit not yet at scale ·; Opt in rates from all 3 deployed markets have been in line or higher than forecast ·; Business development pipeline is growing and is now becoming industrialized, rapidly shortening the time frames concerned ·; Intention to restructure Phorm Delaware announced to enable Phorm Delaware's shares to be fully CREST eligible and provide an aid to their liquidity
Commencement of Commercial Activities in Turkey with TTNET On 9 July 2012, Phorm Delaware announced that it had commenced commercial activities in Turkey. Phorm Delaware announced that it had installed its system within the network of leading Turkish ISP TTNET, which has around 6m Turkish broadband lines. Phorm Delaware also stated that is was in the process of sending 'opt-in' invitations to TTNET's subscribers and that it had begun commercial activities and are now serving advertisements using its system.
Placing On 2 August 2012, Phorm Delaware announced that, through a placing undertaken by joint brokers Mirabaud Securities LLP and Liberum Capital Limited, on behalf of the Company, Phorm Delaware had conditionally placed with new and existing institutional investors 5,600,000 new common shares of $0.001 in the capital of the Company (the "Placing Shares") at £1.25 per share (the "Placing Price"), to raise approximately £7.0 million (US$11.0 million) before expenses. Phorm Delaware stated that it intends to use the proceeds from the Placing for general working capital purposes during the ramp up phase of its recently announced commercial launch in Turkey.
Phorm Delaware stated that following the Placing, the total issued share capital of Phorm Delaware would comprise 81,091,515 common shares with a nominal value of $0.001 each, with each common share conveying the right to one vote, of which 80,428,890 will be trading on AIM under the ticker PHRM, the Reg S line, and 662,625 will be trading on AIM under the ticker PHRX, the unrestricted line.
Phorm Delaware also included an operational update, stating that the Group continues to make significant operational progress. Phorm Delaware stated that in Turkey the consumer opt in rates are high, consistent with previous invitation processes in Brazil and Romania, and ahead of the Group's expectations. The user base in Turkey had surpassed 1m monthly unique users and the initial invitation process to the entire TTNET customer base is expected to be complete by the end of September.
Phorm Delaware also stated that in Brazil it had made progress during 2012 with the user numbers from its current deployments being twice the amount as at 31 March 2012 and in Romania it was looking forward to commencing commercial activities shortly. Phorm Delaware completed the announcement by stating that it continued to expect to be able to announce further commercial deployments this year, as well as being in a position to update the market on country level profitability and the scaling of revenues in Turkey.
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A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION: |
The Directors strategy is to ensure that the Company's short term working capital requirements are met in full whilst minimising dilution to shareholders. On 1 June 2012 Phorm Delaware announced that it had entered into agreements to raise £20m via a subscription for a 20% stake in an operating subsidiary Phorm China Ltd. The proceeds of the equity issue in Phorm China Ltd are currently for business expansion, capital expenditures, marketing and general working capital for the business of Phorm China Ltd. On 2 August 2012 Phorm Delaware announced that it had raised £7m via a placing of Phorm Delaware common stock (the "Placing"). Notwithstanding the Placing, as a result of the Board's strategy to minimise shareholder dilution, the working capital immediately available to the group is currently insufficient for the twelve month period from the date of its Admission. However, the Company is making substantial operational progress and the Director's plan is to ensure that the Company continues to meet its short term working capital requirements in full as these operational developments continue to evolve and will update the market as appropriate.
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DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES: |
Not applicable
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A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES: |
The Company is not incorporated in England and Wales. Securities issued by non-UK incorporated companies cannot themselves be held electronically (i.e. in uncertificated form) or transferred in the CREST system. However, depository interests, representing the securities, can be held and settled electronically. Accordingly, to enable investors to continue to be able to settle and pay for interests in the shares through the CREST system, the Company intends to put in place arrangements pursuant to which the depository will hold, through its nominee, the shares for shareholders wishing to settle and pay for interests through the CREST system and will issue dematerialised depository interests representing the underlying shares which will be held on trust for the holders of the depository interests. The Company will meet the costs of putting these arrangements in place and so there will be no material impact on shareholders from these arrangements.
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A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES: |
www.phorm.com
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INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC: |
All information equivalent to that required for an admission document is currently in the public domain.
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A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19: |
www.phorm.com
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THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: |
45,000
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