22 Aug 2014 07:05
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY NEW ORDINARY SHARES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
22 August 2014
Phorm Corporation Limited
("Phorm" or the "Company")
Subscription to raise approximately £2.4 million gross
Phorm (AIM: PHRM), a leading internet personalisation technology company, is pleased to announce that it has raised approximately £2.4 million before expenses via a subscription for, in aggregate, 26,488,888 new ordinary shares of nil par value each in the capital of the Company (the "Subscription Shares") at a price of 9 pence per Subscription Share (the "Subscription"). These additional funds have been secured from FiveT Investment Management Limited ("FiveT Investment Management"), an existing significant institutional shareholder, and Michael Bigger, Managing Partner and founder of Bigger Capital Fund, LP, a new US investor, reflecting the continuing interest in the United States in Phorm's proposition.
Phorm will also issue a further 331,111 ordinary shares to an investment adviser by way of payment for their fees in connection with the Subscription (the "Fee Shares").
In addition, Phorm is currently in advanced negotiations with certain other investors regarding a potential further sizeable tranche of investment and the Company will provide an update with respect to such potential additional investment in due course.
Phorm intends to use the net proceeds raised from the Subscription for the group's general working capital purposes. The Subscription Shares will represent approximately 4.09 per cent. of the Company's enlarged issued ordinary share capital and the Subscription is conditional upon admission of the Subscription Shares to trading on the AIM market operated by the London Stock Exchange plc ("AIM") ("Admission").
The closing mid-market price of the Company's existing ordinary shares on 21 August 2014 (being the latest practicable business day prior to the date of this announcement) was 8.5 pence per share. Application will be made to the London Stock Exchange plc for the Subscription Shares and Fee Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Subscription Shares and Fee Shares will commence at 8.00 a.m. on 28 August 2014. The Subscription Shares and Fee Shares will be fully paid and will rank pari passu in all respects with the Company's existing ordinary shares. Following completion of the Subscription, the total issued ordinary share capital of the Company will comprise 647,212,694 ordinary shares.
Related party transaction
Pursuant to the Subscription, FiveT Investment Management, a related party by virtue of its association with Mr Johannes Minho Roth, a Non-Executive Director of the Company, is investing approximately £1.19 million for 13,244,444 Subscription Shares. This additional investment will result in FiveT Investment Management being interested, in aggregate, in 38,789,444 ordinary shares, representing approximately 5.99 per cent. of the Company's enlarged issued ordinary share capital on completion of the Subscription.
The participation of FiveT Investment Management in the Subscription is therefore considered to be a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors of Phorm (being Kent Ertugrul, Lord Norman Lamont and Mark Schneider) consider, having consulted with Strand Hanson Limited (the Company's Nominated Adviser), that the terms of FiveT Investment Management's participation in the Subscription are fair and reasonable insofar as the Company's shareholders are concerned.
-Ends-
For further information please contact:
Phorm Corporation Limited
Andy Croxson (analysts and investors) +44 (0) 203 397 6001
UK Investors
Mirabaud Securities LLP (Broker) +44 20 7321 2508
Jason Woollard
Peter Krens
Strand Hanson Limited (Nominated Adviser) +44 20 7409 3494
James Harris
Matthew Chandler
James Dance
US Investors
Lippert/Heilshorn and Associates (Investor Relations) +1 212 838 3777
John Heilshorn
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 industry leading technology enables its Internet Service Provider ("ISP") partners to offer a new type of online advertising platform and a free consumer internet content feature, ensuring more relevant advertisements and personalised content for opted-in users.
Phorm's advertising platform revolutionises current standards of online privacy, fully protecting the identity of consumers. Phorm's solution is completely opt-in. Only those users consenting to the service are profiled and only ever on an anonymous basis.
Phorm's partners include leading ISPs, Publishers, Advertising Networks and Advertisers.
Phorm, under a predecessor holding company, was admitted to the AIM market of the London Stock Exchange in 2004.
For more information, please visit: www.phorm.com