AIM Sch 1 Update - Phorm Corporation Limited (9183L)
September 10 2012 - 10:33AM
UK Regulatory
TIDMPHRM
RNS Number : 9183L
AIM
10 September 2012
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
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COMPANY NAME:
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Phorm Corporation Limited, incorporated in Singapore (the "Company")
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES):
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Registered address:
158 Cecil Street #11-01 Singapore 069545
Trading address:
302 Orchard Road, #07-03 Tong Building, Singapore, 238862
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COUNTRY OF INCORPORATION:
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Singapore
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
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www.phorm.com
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
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The Company's principal activity is the provision of global
personalisation technology that makes content and advertising
more relevant to consumers. The Company has operations in Brazil,
Romania and Turkey together with offices in London, Moscow
and Singapore.
Phorm Delaware's shares are currently trading on the AIM market
of the London Stock Exchange ("LSE"). Phorm Delaware is seeking
to transfer the group's holding company's place of domicile
from Delaware to Singapore. Phorm Delaware's shareholders approved
all resolutions in relation to the re-domiciliation from Delaware
to Singapore on 7 September 2012. While Phorm Delaware is currently
quoted on AIM, as part of its redomiciliation in accordance
with the AIM Rules, Phorm Delaware must have its AIM quotation
cancelled at the same time as the Company becomes the holding
company of the Phorm group and has its shares readmitted to
trading on AIM ("Admission").
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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):,
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81,029,681 ordinary shares, of which 45,000 will be held in
treasury.
The ordinary shares do not have any restrictions.
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
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No capital is being raised on Admission. The market capitalisation
of the Company on Admission is expected to be similar to that
of Phorm Delaware immediately prior to Admission. The market
capitalisation of Phorm Delaware on 10 September 2012 was approximately
GBP91.2 million.
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
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48.1 per cent.
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES
(INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:
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None
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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):
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Kent Thomas Ertugrul (Chief Executive and Chairman)
Andrew James Croxson (Director)
Lord Norman Stewart Hughson Lamont (Non-Executive Director)
Mark Lyle Schneider (Non-Executive Director)
Christophe Delorme (Non-Executive Director)
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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):
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BlackRock Investment Management 15.00%
Viollette Company Limited 15.38%
Meditor European Master Fund Limited 13.80%
Woo Foong Hong Limited 5.89%
Capital Group International 6.49%
Fidelity Investments 5.49%
Value Trust Holding Company Pte Limited 3.20%
Mid-City Investments Holding Company Pte. Limited 3.02%
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
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N/A
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
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i) 31 December
ii) Not applicable
iii) 30 September 2012, 30 June 2013, 30 September 2013
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EXPECTED ADMISSION DATE:
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11 September 2012
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
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NAME AND ADDRESS OF BROKERS:
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Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
Mirabaud Securities LLP
33 Grosvenor Place
London
SW1X 7HY
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
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Not applicable
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DATE OF NOTIFICATION:
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10 September 2012
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NEW/ UPDATE:
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Update
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QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
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THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S
SECURITIES HAVE BEEN TRADED:
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AIM
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THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO
TRADED:
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Phorm Delaware's shares have been admitted to trading on AIM
since 4 May 2007.
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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 BEEN ANY BREACH:
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The Directors confirm, following due and careful enquiry, that
as at the date of this announcement, the Company has adhered
to all legal and regulatory requirements involved in having
its securities traded on the AIM market of the LSE and has
not been in breach thereof.
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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:
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www.phorm.com
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DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
STRATEGY:
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The Company's principal strategy will be continue its development
as a global personalisation technology company that makes content
and advertising more relevant to consumers.
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A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING
POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END
OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE
BEEN PUBLISHED:
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Except as described below, there has been no significant change
in the financial or trading position of the Group since 31
December 2011, the date to which the last audited results of
the Group were prepared:
AGM Notice & Proposed Board Change
On 22 May 2012, Phorm Delaware announced that it would hold
its Annual General Meeting at 11.00a.m. on 19 June 2012 at
Liberty House, 222 Regent Street, London, W1B 5TR.
It was announced that at the AGM it would be proposed that
Christopher Delorme be elected as a non-executive director
of Phorm Delaware and that Andrew Croxson be elected as an
executive director of Phorm Delaware.
GBP20m Equity Fundraising into Phorm China
On 1 June 2012, Phorm Delaware announced that it had entered
into agreements to raise GBP20m via a subscription for a 20%
equity stake in an operating subsidiary for Hong Kong and the
People's Republic of China ("Phorm China"). The equity subscription
gave Phorm China a post-money valuation of GBP100m.
The equity subscription is subject to the customary closing
conditions and a requirement on Phorm Delaware to enter into
a licensing agreement for its know-how and technology to Phorm
China for use in Hong Kong and the People's Republic of China
on an exclusive, perpetual, royalty free basis. The equity
investor is Chinese City Investments Limited ("CCIL"). The
proceeds of the equity subscription are to be used for business
expansion, capital expenditures, marketing and general working
capital for the business of Phorm China and its group companies.
Intention to Re-Domicile
On 1 June 2012, Phorm Delaware announced its intention to re-domicile
the holding company of the Group from Delaware to Singapore.
It was stated that this will simplify the settlement mechanics
relating to the trading in Phorm Delaware's shares under the
symbol PHRM by removing the requirement for certificated settlement
of shares and allowing them to be traded electronically in
CREST. The Directors believe this will provide significant
assistance to the shares' liquidity.
AGM Statement
On 19 June 2012, the Chairman and CEO of the Company made the
following statement at the Company's AGM:
"I'm pleased to be able to inform investors that significant
progress has been made on all the opportunities highlighted
to investors last October. It has taken longer than expected
to achieve, but the outcome is very significant. On 1 June
2012 we announced an equity fundraising into our Chinese business
which valued that opportunity alone at GBP100m. This is extremely
significant and represents a giant step forward in that region.
Today I am pleased to announce further details of our intention
to re-domicile the holding company of the group from Delaware
in order to simplify the trading mechanics around the Company's
shares and enhance their liquidity.
It is intended to undertake a corporate reorganisation to form
a new holding company ("New Topco") for the group, incorporated
outside the US in Singapore. As a result of the reorganisation,
current shareholders will receive one share of the New Topco
subsidiary for each share of Phorm Inc they currently own.
The redomiciliation will be subject to shareholder approval,
and various tax and regulatory clearances. We expect to post
the appropriate documentation to shareholders in the next two
months and will make a further announcement at that point.
So far this financial year the future prospects of the Company
have been materially enhanced by the huge amount of work done
behind the scenes and we look forward to announcing a number
of further commercial launches during this financial year."
AGM Result
On 19 June 2012, Phorm Delaware announced that at the Annual
General Meeting ("AGM") of Phorm Delaware, all the resolutions
contained in the Notice of Meeting and put to the meeting were
duly passed.
Consequentially Andrew Croxson and Christophe Delorme were
elected as directors of Phorm Delaware. It was disclosed that
under Schedule 2, paragraph (g) of the AIM Rules, in the past
five years Andrew James Croxson, aged 39, has previously been
a director of Sprawl Technologies Limited. Mr Croxson is currently
a director of Phorm UK, Inc. No additional information under
Schedule 2, paragraph (g) of the AIM rules needed to be disclosed
in respect of Mr Croxson's appointment.
It was disclosed that under Schedule 2, paragraph (g) of the
AIM Rules, Christophe Delorme, aged 45, is currently a director
of RSR Capital pte Ltd and Sapiance Capital Limited. Mr Delorme
holds 1,900,328 common shares in the capital of Phorm Delaware.
No additional information under Schedule 2, paragraph (g) of
the AIM rules needed to be disclosed in respect of Mr Delorme's
appointment.
Annual Financial Report
On 29 June 2012, Phorm Delaware announced its audited financial
results for the period from 31 December 2011. In its results,
Phorm Delaware provided the following information in relation
to business developments since 31 December 2011:
* Conditional agreements entered into with China City
Investments Limited for a GBP20m equity investment
into Phorm China valuing Phorm China alone at GBP100m
(post money).
* Further funding options to meet near-term working
capital requirements for the Group are under active
consideration
* Operations went live in Romania last October and have
commenced this year in an important Southern European
market thereby broadening the Group's routes to
significant revenue and operating profit
* Phorm Delaware's new markets and business development
pipeline comprise only full network deployments with
ISP partners, unlike Brazil where deployments are
currently restricted to part of each of its ISP
partners' networks
* Commercial operations in Brazil continue to support
the business model assumptions of advertiser pricing,
being significantly higher than forecast, and
publisher costs, being in line or lower than forecast
albeit not yet at scale
* Opt in rates from all 3 deployed markets have been in
line or higher than forecast
* Business development pipeline is growing and is now
becoming industrialized, rapidly shortening the time
frames concerned
* Intention to restructure Phorm Delaware announced to
enable Phorm Delaware's shares to be fully CREST
eligible and provide an aid to their liquidity
Commencement of Commercial Activities in Turkey with TTNET
On 9 July 2012, Phorm Delaware announced that it had commenced
commercial activities in Turkey. Phorm Delaware announced that
it had installed its system within the network of leading Turkish
ISP TTNET, which has around 6m Turkish broadband lines. Phorm
Delaware also stated that is was in the process of sending
'opt-in' invitations to TTNET's subscribers and that it had
begun commercial activities and are now serving advertisements
using its system.
Placing
On 2 August 2012, Phorm Delaware announced that, through a
placing undertaken by joint brokers Mirabaud Securities LLP
and Liberum Capital Limited, on behalf of the Company, Phorm
Delaware had conditionally placed with new and existing institutional
investors 5,600,000 new common shares of $0.001 in the capital
of the Company (the "Placing Shares") at GBP1.25 per share
(the "Placing Price"), to raise approximately GBP7.0 million
(US$11.0 million) before expenses. Phorm Delaware stated that
it intends to use the proceeds from the Placing for general
working capital purposes during the ramp up phase of its recently
announced commercial launch in Turkey.
Phorm Delaware stated that following the Placing, the total
issued share capital of Phorm Delaware would comprise 81,091,515
common shares with a nominal value of $0.001 each, with each
common share conveying the right to one vote, of which 80,428,890
will be trading on AIM under the ticker PHRM, the Reg S line,
and 662,625 will be trading on AIM under the ticker PHRX, the
unrestricted line.
Phorm Delaware also included an operational update, stating
that the Group continues to make significant operational progress.
Phorm Delaware stated that in Turkey the consumer opt in rates
are high, consistent with previous invitation processes in
Brazil and Romania, and ahead of the Group's expectations.
The user base in Turkey had surpassed 1m monthly unique users
and the initial invitation process to the entire TTNET customer
base is expected to be complete by the end of September.
Phorm Delaware also stated that in Brazil it had made progress
during 2012 with the user numbers from its current deployments
being twice the amount as at 31 March 2012 and in Romania it
was looking forward to commencing commercial activities shortly.
Phorm Delaware completed the announcement by stating that it
continued to expect to be able to announce further commercial
deployments this year, as well as being in a position to update
the market on country level profitability and the scaling of
revenues in Turkey.
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A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON
TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS
GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM
THE DATE OF ITS ADMISSION:
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The Directors strategy is to ensure that the Company's short
term working capital requirements are met in full whilst minimising
dilution to shareholders. On 1 June 2012 Phorm Delaware announced
that it had entered into agreements to raise GBP20m via a subscription
for a 20% stake in an operating subsidiary Phorm China Ltd.
The proceeds of the equity issue in Phorm China Ltd are currently
for business expansion, capital expenditures, marketing and
general working capital for the business of Phorm China Ltd.
On 2 August 2012 Phorm Delaware announced that it had raised
GBP7m via a placing of Phorm Delaware common stock (the "Placing").
Notwithstanding the Placing, as a result of the Board's strategy
to minimise shareholder dilution, the working capital immediately
available to the group is currently insufficient for the twelve
month period from the date of its Admission. However, the Company
is making substantial operational progress and the Director's
plan is to ensure that the Company continues to meet its short
term working capital requirements in full as these operational
developments continue to evolve and will update the market
as appropriate.
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DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE
AIM RULES:
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Not applicable
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A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
SECURITIES:
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The Company is not incorporated in England and Wales. Securities
issued by non-UK incorporated companies cannot themselves be
held electronically (i.e. in uncertificated form) or transferred
in the CREST system. However, depository interests, representing
the securities, can be held and settled electronically. Accordingly,
to enable investors to continue to be able to settle and pay
for interests in the shares through the CREST system, the Company
intends to put in place arrangements pursuant to which the
depository will hold, through its nominee, the shares for shareholders
wishing to settle and pay for interests through the CREST system
and will issue dematerialised depository interests representing
the underlying shares which will be held on trust for the holders
of the depository interests. The Company will meet the costs
of putting these arrangements in place and so there will be
no material impact on shareholders from these arrangements.
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A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:
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www.phorm.com
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INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT
WHICH IS NOT CURRENTLY PUBLIC:
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All information equivalent to that required for an admission
document is currently in the public domain.
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A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST
ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR
END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM
RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN
ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM
RULE 19:
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www.phorm.com
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THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
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45,000
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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