PHRM.L Regulatory News (PHRM)

2 Apr 2007 11:02

AIM02 April 2007 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, Inc. (which will become the ultimate holding company of 121Media, Inc pursuant to the proposedreorganisation as described in the 121Media Inc Proxy Statement dated March 30, 2007. As part of the samereorganisation, 121Media Inc will be renamed Phorm UK, Inc) COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :LONDON Golden Cross House8 Duncannon StreetLondon WC2N 4JF NEW YORK264 W. 40th Street, 16th FloorNew York, NY 10018 COUNTRY OF INCORPORATION:USA COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:www.121media.com/investors.htm COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITSINVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BESTATED:121Media, Inc., whose main countries of operation are the UK and US, is a market leader in the field ofcontextual and behavioural online advertising. DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. whereknown, number and type of shares, nominal value and issue price to which it seeks admission and the number andtype to be held as treasury shares): OTO.L (REG S)Number of shares:TBCNominal value: $0.001Restriction: Transfers are restricted under Regulation S of the US Securities Act OTOM.L (DI)Number of shares:TBCNominal value: $0.001Restriction: None CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:No capital to be raised on admission. Market Capitalisation of approximately 174 million pounds (based on theclosing price of the Common Stock on AIM on March 29, 2007). PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:38.5% DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THECOMPANY) ARE OR WILL BE ADMITTED OR TRADED:N/A FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is knownor including any other name by which each is known):Kent Thomas Ertugrul Chief Executive Officer Gerard Baz Non-Executive Director FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFOREAND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which eachis known): Kent Ertugrul 22.7%Gestrust SA 15.2%SGAM 6.6%Fidelity 5.6%Framlington 5.5%Majedie 4.6% NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:N/A (i) ANTICIPATED ACCOUNTING REFERENCE DATE(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED(iii)DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: (i) 31 December (ii) 30 June 2006 (iii)Year end 31 December 2006 is anticipated to be announced by 30 April 2007 30 September 2007 30 June 2008 30 September 2008 EXPECTED ADMISSION DATE:May 3, 2007 NAME AND ADDRESS OF NOMINATED ADVISER: Canaccord Adams LimitedCardinal Place80 Victoria StreetLondon SW1E 5JL NAME AND ADDRESS OF BROKER: Canaccord Adams LimitedCardinal Place80 Victoria StreetLondon SW1E 5JL OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSIONDOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THEADMISSION OF ITS SECURITIES:N/A DATE OF NOTIFICATION:March 30, 2007 NEW/ UPDATE:New 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:23 December 2004 CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORYREQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANYBREACH: The Directors of 121Media confirm that following due and careful enquiry, 121Media has adhered to all legal andregulatory requirements involved in having its shares traded on AIM. AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THELAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:www.121media.com/investors.htm DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILSOF ITS INVESTING STRATEGY:The Company's strategy is to enter into arrangements with global ISPs, web publishers and advertisers to providea service that delivers contextual and behavioural online advertising. As previously announced, the Company'sdiscussions with global ISPs continue to progress well and the Company expects significant developments in thenear future. A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURREDSINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:There has been no significant change in the financial or operating status of the Compnay since the issuance ofits December 31, 2005 audited financial statements that have not already been disclosed to the market viaappropriate regulatory announcements. A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TOIT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:The Directors have since the middle of last year been pursuing their stated strategy of working with global ISPsto enable the use of the Company's proprietary technology, allowing both the Company and the ISPs to participatein the shift in online advertising. Whilst pursuing this strategy, the Company has undertaken selective equityfundings to ensure dilution to existing shareholders is minimised. As a result the working capital immediatelyavailable to the group is not sufficient at its current cash burn rate to last 12 months. However, as previouslyannounced, the Company's discussions with global ISPs continue to progress well and the Company expectssignificant developments in the near future. The Board's strategy is to ensure that the Company's short-termworking capital requirements are met in full and that medium-term requirements are considered after thesedevelopments are finalised and the market is fully appraised on their significance.DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:N/A A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:OTO.L (REG S) to be changed to PHRM (REG S) Physical Settlement Only OTOM.L (DI) to be changed to PHRX (DII) Crest A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:www.121media.com/investors.htm INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:www.121media.com/investors.htm A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE AFINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THEACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:www.121media.com/investors.htm THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:None This information is provided by RNS The company news service from the London Stock Exchange