11 Sep 2012 07:00
11 September 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, JAPAN OR AUSTRALIA
Phorm Corporation Limited ("Phorm" or the "Company")
COMPLETION OF RE-DOMICILE AND COMMENCEMENT OF TRADING
Phorm (AIM: PHRM), the internet personalisation technology company, is pleased to announce the completion of the intra-company merger (the "Merger") to effect a change of corporate structure to re-domicile the holding company of the Phorm group from Delaware, USA to Singapore. Details of the Merger are contained in the circular (the "Circular") sent to shareholders dated 13 August 2012. Admission of Phorm's ordinary shares to trading on the AIM market of the London Stock Exchange plc is expected to commence at 8:00a.m. today ("Admission").
Following Admission, the ISIN of the ordinary shares is SG9999009278 and the TIDM for the new holding company is PHRM.
Each common share in Phorm, Inc., the predecessor holding company of the Phorm group, outstanding on the Merger Date (10 September 2012) was converted into and represents the right to receive either a share in Phorm Corporation Limited (the Share Consideration) 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. were 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. Holders of shares in Phorm, Inc. via the existing depository interests will automatically receive depository interests in Phorm Corporation Limited on the Admission Date.
The number of ordinary shares in issue at Admission for notification of interests in the share capital of the Company will be 81,029,681. This number may increase up to 81,091,515 subject to shareholders with US registered addresses holding in aggregate 61,834 Phorm Shares on Admission returning their Investor Questionnaires within 6 months from the date of Admission confirming that they are entitled to the Share Consideration. If such shareholders do not return their Investor Questionnaire, or return their Investor Questionnaire confirming that they are a Non-Accredited US Shareholder within 6 months after the date of Admission, such US Shareholders will receive the Cash Consideration. Any admission of new ordinary shares will be notified by the Company.
Capitalised terms in this announcement have the meaning given to it in the Circular.
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.
Phorm Inc., the predecessor holding company of the group, was admitted to the AIM market of the London Stock Exchange in 2007 and has over 140 employees and contractors.
For more information, please visit: www.phorm.com