Phorm Corporation Limited Admission to Trading (9314L)
September 11 2012 - 1:00AM
UK Regulatory
TIDMPHRM
RNS Number : 9314L
Phorm Corporation Limited
11 September 2012
11 September 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, JAPAN OR AUSTRALIA
Phorm Corporation Limited ("Phorm" or the "Company")
COMPLETION OF RE-DOMICILE AND COMMENCEMENT OF TRADING
Phorm (AIM: PHRM), the internet personalisation technology
company, is pleased to announce the completion of the intra-company
merger (the "Merger") to effect a change of corporate structure to
re-domicile the holding company of the Phorm group from Delaware,
USA to Singapore. Details of the Merger are contained in the
circular (the "Circular") sent to shareholders dated 13 August
2012. Admission of Phorm's ordinary shares to trading on the AIM
market of the London Stock Exchange plc is expected to commence at
8:00a.m. today ("Admission").
Following Admission, the ISIN of the ordinary shares is
SG9999009278 and the TIDM for the new holding company is PHRM.
Each common share in Phorm, Inc., the predecessor holding
company of the Phorm group, outstanding on the Merger Date (10
September 2012) was converted into and represents the right to
receive either a share in Phorm Corporation Limited (the Share
Consideration) or the Cash Consideration. All Phorm, Inc.
shareholders will receive shares in Phorm Corporation Limited
except for Non-Accredited US Shareholders, who will receive the
Cash Consideration. Existing share certificates in Phorm, Inc. were
cancelled on the Merger Date and new certificates in Phorm
Corporation Limited are expected to be dispatched within 14 days of
the Admission Date. Share certificates in Phorm Corporation Limited
may be dematerialised into CREST via depository interest
arrangements. Holders of shares in Phorm, Inc. via the existing
depository interests will automatically receive depository
interests in Phorm Corporation Limited on the Admission Date.
The number of ordinary shares in issue at Admission for
notification of interests in the share capital of the Company will
be 81,029,681. This number may increase up to 81,091,515 subject to
shareholders with US registered addresses holding in aggregate
61,834 Phorm Shares on Admission returning their Investor
Questionnaires within 6 months from the date of Admission
confirming that they are entitled to the Share Consideration. If
such shareholders do not return their Investor Questionnaire, or
return their Investor Questionnaire confirming that they are a
Non-Accredited US Shareholder within 6 months after the date of
Admission, such US Shareholders will receive the Cash
Consideration. Any admission of new ordinary shares will be
notified by the Company.
Capitalised terms in this announcement have the meaning given to
it in the Circular.
For Enquiries
Phorm, Inc.
Mark Williams (analysts & investors) +44 20 7297 2326
Alex Laity (media) +44 20 7297 2710
Liberum Capital +44 20 3100 2222
(Nominated Advisor and Joint Broker)
Chris Bowman
Richard Bootle
Mirabaud Securities LLP +44 20 7321 2508
(Joint Broker)
Jason Woollard
Peter Krens
Hudson Sandler +44 20 7796 4133
Charlie Jack
Charlie Barker
- ends -
About Phorm
Phorm is a global personalisation technology company that makes
content and advertising more relevant to the consumer. Phorm's
innovative platform preserves user privacy and delivers a more
interesting online experience.
Phorm's partners include leading Internet Service Providers
(ISPs), Publishers, Ad Networks and Advertisers.
Phorm Inc., the predecessor holding company of the group, was
admitted to the AIM market of the London Stock Exchange in 2007 and
has over 140 employees and contractors.
For more information, please visit: www.phorm.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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