SINGAPORE--(Marketwired - Nov 6, 2015) - Phorm Corporation Limited (
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 THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,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.
6 November 2015
Phorm Corporation Limited
("Phorm" or the "Company")
Equity fundraising of £2.1m (approximately US$3.2m) gross
Phorm (
Phorm intends to use the net proceeds raised from the Placing and Subscription for the group's general working capital purposes.
The closing mid-market price of the Company's existing ordinary shares on 5 November 2015 (being the latest practicable business day prior to the date of this announcement) was 3.375 pence (approximately 5.2 cents) per share.
The Placing Shares have been conditionally placed by Mirabaud Securities, as agent of the Company, with certain existing and new institutional and other investors pursuant to a placing agreement (the "Placing Agreement"). Under the terms of the Placing Agreement, Mirabaud Securities will receive commission from the Company conditional on admission of the Placing Shares to trading on the AIM market operated by the London Stock Exchange plc ("AIM") and the Company will give customary warranties and undertakings to Mirabaud Securities in relation, inter alia, to its business and the performance of its duties. In addition, the Company has agreed to indemnify Mirabaud Securities in relation to certain liabilities that it may incur in undertaking the Placing. Mirabaud Securities has the right to terminate the Placing Agreement in certain circumstances prior to admission, in particular, in the event that there has been, inter alia, a material breach of any of the warranties. The Placing is not being underwritten.
The Subscription is conditional upon admission of the Subscription Shares to trading on AIM. Following admission, the Subscription Shares and the Placing Shares will represent, in aggregate, approximately 6.05 per cent. of the Company's enlarged issued ordinary share capital.
Application will be made to the London Stock Exchange plc for the Subscription Shares and the Placing Shares to be admitted to trading on AIM. It is expected that admission of the Subscription Shares and the Placing Shares will become effective and that dealings in the Subscription Shares and the Placing Shares will commence at 8.00 a.m. on 10 November 2015.
Following completion of the Placing and the Subscription, the total issued ordinary share capital of the Company will comprise 981,679,775 ordinary shares. The Placing Shares and Subscription Shares will be fully paid and will rank pari passu in all respects with the Company's existing ordinary shares.
Related party transactions
Pursuant to the abovementioned Placing, Viollette Company Limited ("Viollette") and Meditor European Master Fund Limited ("Meditor") are investing £276,220 (approximately US$425,020) and £415,940 (approximately US$640,007) respectively for 7,892,000 and 11,884,000 Placing Shares respectively. These subscriptions for Placing Shares will result in Viollette and Meditor being interested, in aggregate, in 218,886,286 Ordinary Shares and 233,556,251 Ordinary Shares respectively, representing approximately 22.30 per cent. and 23.79 per cent. of the Company's enlarged issued ordinary share capital on completion of the Placing and Subscription.
In the event that Viollette and Meditor were to convert in full their pre-existing holdings of £0.975 million (approximately US$1.5 million) each of secured convertible loan notes originally issued in April 2013 and formally extended in July 2015, and taking into account their participations in the Placing, their shareholdings in the Company would increase to approximately 24.37 per cent. and 25.86 per cent. respectively.
Solely by virtue of Viollette and Meditor currently being substantial shareholders in the Company, Viollette and Meditor's subscriptions for Placing Shares constitute related party transactions for the purposes of Rule 13 of the AIM Rules for Companies.
Accordingly, the directors of Phorm consider, having consulted with Strand Hanson Limited, that the terms of Viollette and Meditor's participations in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.
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| For further information please contact: | ||
| Phorm Corporation Limited | ||
| Timothy Smith (Chief Executive Officer) | +44 (0)20 3397 6001 | |
| Mirabaud Securities LLP (Broker) | +44 (0)20 7321 2508 | |
| Jason Woollard | ||
| Peter Krens | ||
| Strand Hanson Limited (Nominated Adviser) | +44 (0)20 7409 3494 | |
| James Harris | ||
| Matthew Chandler | ||
| James Dance | ||
About Phorm
Phorm is a leading advertising-technology and first party data platform provider that enables brands and publishers to address online users with personalised content and advertising. Phorm's innovative platform delivers a more interesting online experience for the user and addressable campaign results for marketers. For more information, please visit: www.phorm.com
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