Sch 1 Update - Phorm, Inc.

27 Apr 2007 16:27

AIM27 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, Incpursuant to the proposed reorganisation as described in the 121Media Inc ProxyStatement dated March 30, 2007. As part of the same reorganisation, 121MediaInc will be renamed Phorm UK, Inc) COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : LONDONGolden 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 ITS INVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 121Media, Inc., whose main countries of operation are the UK and US, is a market leader in the field of contextual and behavioural online advertising. 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): OTO.L (REG S)Number of shares:10,599,485Nominal value: $0.001Restriction: Transfers are restricted under Regulation S of the US Securities Act OTOM.L (DI)Number of shares:793,326Nominal 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 the closing 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 THE COMPANY) 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 known or including any other name by which each is known): Kent Thomas Ertugrul Chief Executive OfficerGerard Baz Non-Executive Director 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): 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 200730 June 200830 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 ORINTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH ASTATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THEADMISSION OF ITS SECURITIES: N/A DATE OF NOTIFICATION: 27 April 2007 NEW/ UPDATE: UPDATE 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 REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEENANY BREACH: The Directors of 121Media confirm that following due and careful enquiry, 121Media has adhered to all legal and regulatory 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 THE LAST 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, DETAILS OF ITS INVESTING STRATEGY: The Company's strategy is to enter into arrangements with global ISPs, webpublishers and advertisers to provide a service that delivers contextual andbehavioural online advertising. As previously announced, the Company'sdiscussions with global ISPs continue to progress well and the Company expectssignificant developments in the near future. A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THEAPPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FORWHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED: There has been no significant change in the financial or operating status of theCompnay since the issuance of its December 31, 2005 audited financial statementsthat have not already been disclosed to the market via appropriate regulatoryannouncements. A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THATTHE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR ATLEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION: The Directors have since the middle of last year been pursuing their statedstrategy of working with global ISPs to enable the use of the Company'sproprietary technology, allowing both the Company and the ISPs to participate inthe shift in online advertising. Whilst pursuing this strategy, the Company hasundertaken selective equity fundings to ensure dilution to existing shareholdersis minimised. As a result the working capital immediately available to thegroup is not sufficient at its current cash burn rate to last 12 months.However, as previously announced, the Company's discussions with global ISPscontinue to progress well and the Company expects significant developments inthe near future. The Board's strategy is to ensure that the Company's short-term working capital requirements are met in full and that medium-termrequirements are considered after these developments are finalised and themarket 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 ANDACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TOADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPAREDIN 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