PHORM CORPORATION LTD 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 THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,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.
('Phorm' or the 'Company')
Phorm (AIM: PHRM), a leading advertising-technology company and first party data platform provider, is pleased to announce that it has today raised, in aggregate, approximately £2.1 million (approximately US$3.2 million) before expenses through a conditional placement, via Mirabaud Securities LLP ('Mirabaud Securities'), of 37,045,000 new ordinary shares of nil par value each in the capital of the Company (the 'Placing Shares') (the 'Placing') and a subscription for 22,374,000 new ordinary shares of nil par value each in the capital of the Company (the 'Subscription Shares') (the 'Subscription'), both at a price of 3.5 pence (approximately 5.39 cents) per new ordinary share.
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.
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
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.
-Ends-
For further information please contact: Phorm Corporation LimitedTimothy Smith (Chief Executive Officer) +44 (0)20 3397 6001
Mirabaud Securities LLP (Broker) +44 (0)20 7321 2508Jason Woollard Peter Krens
Strand Hanson Limited (Nominated Adviser) +44 (0)20 7409 3494James Harris Matthew Chandler James Dance
About PhormPhorm 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
APPENDIX
TERMS AND CONDITIONS OF THE PLACING FOR CONTRACT NOTES
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL (A 'RESTRICTED JURISDICTION'), SUBJECT TO CERTAIN LIMITED EXCEPTIONS.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
Details of the PlacingMirabaud Securities has today entered into an agreement with Phorm Corporation Limited (the 'Placing Agreement') under which, subject to the conditions set out in that agreement, Mirabaud Securities has agreed to use its reasonable endeavours to procure subscribers for Placing Shares at the Placing Price with certain institutional and other investors.
The Placing Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared, made or paid following Admission.
Application for admission to tradingApplication will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares will commence on AIM at 8.00 a.m. on 10 November 2015.
Participation in, and principal terms of, the PlacingMirabaud Securities is arranging the Placing as placing agent for and on behalf of the Company. Mirabaud Securities will determine in its absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee.
Each Placee will be required to pay to Mirabaud Securities, on the Company's behalf, the Placing Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out herein. Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to Mirabaud Securities and the Company. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Mirabaud Securities, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for. Each Placee will be deemed to have read and understood this Appendix in its entirety, to be participating in the Placing upon the terms and conditions contained in this Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix. To the fullest extent permitted by law and applicable FCA rules (the 'FCA Rules'), neither (i) Mirabaud Securities, (ii) any of its directors, officers, employees or consultants, nor (iii) to the extent not contained within (i) or (ii), any person connected with Mirabaud Securities as defined in the FCA Rules ((i), (ii) and (iii) being together 'affiliates' and individually an 'affiliate'), shall have any liability to Placees or to any person other than the Company in respect of the Placing.
Conditions of the PlacingThe obligations of Mirabaud Securities under the Placing Agreement are conditional on, amongst other things:
the Company having complied with its obligations under the Placing Agreement (to the extent that such obligations fall to be performed prior to Admission); and
Admission having occurred not later than 8.00 a.m. on 10 November 2015 or such later date as the Company and Mirabaud Securities may agree, but in any event not later than 8.00 a.m. on 17 November 2015.
If any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by Mirabaud Securities, by the respective time or date where specified, the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee against the Company or Mirabaud Securities in respect thereof.
Mirabaud Securities may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
None of Mirabaud Securities, the Company or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Mirabaud Securities and (where applicable) the Company.
Mirabaud Securities is entitled, at any time before Admission, to terminate the Placing Agreement in relation to its obligations in respect of the Placing Shares by giving notice to the Company in certain limited circumstances. Such circumstances include, inter alia, material breach by the Company of the terms of the Placing Agreement or any warranty therein being untrue or incorrect in any material respect, or on the occurrence of certain specified events or of certain events of force majeure.
Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by Mirabaud Securities of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Mirabaud Securities and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No offering document, prospectus or admission document has been or will be submitted to be approved by the FCA in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including its Appendix) released by the Company today, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including its Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Group, Mirabaud Securities or any other person and none of Mirabaud Securities nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Group in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Settlement of transactions in the Placing Shares through depositary interests following Admission will take place within the system administered by Euroclear UK & Ireland Limited ('CREST'),
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