Issue of Equity

19 Mar 2008 07:01

Phorm Inc19 March 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA Phorm, Inc. ("Phorm" or the "Company") Placing to raise £32 million (US$65 million) (the "Placing") Further to the announcement of 11 March 2008, Phorm (AIM: PHRM and PHRX), theadvertising technology company, today announces that bookrunners Canaccord AdamsLimited and Morgan Stanley & Co. International plc, on behalf of the Company,have conditionally placed with investors 1,610,000 new common shares of US$0.001in the capital of the Company (the "Placing Shares") at £20.00 per share, toraise approximately £32 million (US$65 million) before expenses. The Placing isconditional, inter alia, upon admission of the Placing Shares to trading on theAIM market of the London Stock Exchange plc ("AIM"). On 14 February 2008, the Company announced exclusive agreements with UK internetservice providers ("ISPs") BT PLC, TalkTalk and Virgin Media Inc to implementPhorm's online advertising platform, the Open Internet Exchange ("OIX"), and theassociated consumer internet feature, Webwise. Phorm intends to use the proceedsfrom the Placing to continue this implementation in the UK and for generalworking capital purposes, as the Company continues its discussions with otherISPs both in the UK and other markets. Application will be made for the Placing Shares to be admitted to trading on AIMand trading is expected to commence on 27 March 2008. The Placing Shares willrepresent approximately 11.6 per cent. of the enlarged issued common sharecapital of the Company. Following the Placing, the total issued share capital of the Company willcomprise 13,831,224 common shares with a nominal value of US$0.001 each, eachcommon share conveying the right to one vote. Phorm does not hold any shares inTreasury. Enquiries: Kent Ertugrul (Chairman & Chief Executive) +44 20 7638 9571Lynne Millar (Chief Financial Officer) Citigate Dewe Rogerson +44 20 7638 9571Simon RigbyJustin Griffiths Canaccord Adams Limited +44 20 7050 6500(Nominated Adviser)Mark WilliamsAndrew Chubb Morgan Stanley & Co. International plc +44 20 7425 8000Jean AbergelJon Bathard-Smith About Phorm: Phorm is an innovative technology company specialising in deliveringbehaviourally and contextually targeted advertising while preserving users'personal privacy and security. Phorm's partners include leading ISPs, Publishers < http://www.phorm.com/partners/publishers.php >, Ad Networks < http://www.phorm.com/partners/ad_networks.php >and Advertisers < http://www.phorm.com/partners/advertisers.php >. Phorm is a Delaware, US incorporated company, with offices in New York andLondon. The Company was admitted to the AIM market of the London Stock Exchangein 2004 and has over 100 employees. For more information, please visit: www.phorm.com < http://www.phorm.com > This communication is directed only at persons in member states of the EuropeanEconomic Area who are qualified investors within the meaning of Article 2(1)(e)of the Prospectus Directive (2003/71/EC) ("Qualified Investors"). Thiscommunication is only directed at (i) investment professionals falling withinArticle 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 (the "Order") or (ii) high net worth entities, and otherpersons to whom it may lawfully be communicated, falling within Article 49(2)(a)to (d) of the Order (all such persons, together with Qualified Investors, beingreferred to as "relevant persons"). The Placing Shares are only available to,and any invitation, offer or agreement to subscribe, purchase or otherwiseacquire the Placing Shares will be engaged in only with, relevant persons. Anyperson who is not a relevant person should not act or rely on this communicationor any of its contents. This release does not contain or constitute an offer to sell or a solicitationof an offer to purchase securities in the United States or any otherjurisdiction. The Placing Shares have not been and will not be registered underthe U.S. Securities Act of 1933 (the "Securities Act") and may not be offered orsold in the United States or to U.S. persons absent registration or an exemptionfrom registration under the Securities Act. In addition, hedging transactionsinvolving the Placing Shares may not be conducted except in compliance with theSecurities Act. Canaccord Adams Limited and Morgan Stanley & Co. International plc areauthorised and regulated by the Financial Services Authority for the conduct ofUK business, are acting for the Company and no one else, and will not beresponsible to anyone other than Phorm for providing the protections afforded totheir respective clients. This information is provided by RNS The company news service from the London Stock Exchange