RNS Number:2052U
AIM
02 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, Inc pursuant to the proposed
reorganisation as described in the 121Media Inc Proxy Statement dated March 30, 2007. As part of the same
reorganisation, 121Media Inc will be renamed Phorm UK, Inc)
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
LONDON
Golden Cross House
8 Duncannon Street
London WC2N 4JF
NEW YORK
264 W. 40th Street, 16th Floor
New 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:TBC
Nominal value: $0.001
Restriction: Transfers are restricted under Regulation S of the US Securities Act
OTOM.L (DI)
Number of shares:TBC
Nominal value: $0.001
Restriction: 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 Officer
Gerard 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 2007
30 June 2008
30 September 2008
EXPECTED ADMISSION DATE:
May 3, 2007
NAME AND ADDRESS OF NOMINATED ADVISER:
Canaccord Adams Limited
Cardinal Place
80 Victoria Street
London SW1E 5JL
NAME AND ADDRESS OF BROKER:
Canaccord Adams Limited
Cardinal Place
80 Victoria Street
London SW1E 5JL
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:
N/A
DATE OF NOTIFICATION:
March 30, 2007
NEW/ UPDATE:
New
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 BEEN ANY
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, web publishers and advertisers to provide
a service that delivers contextual and behavioural online advertising. As previously announced, the Company's
discussions with global ISPs continue to progress well and the Company expects significant developments in the
near future.
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:
There has been no significant change in the financial or operating status of the Compnay since the issuance of
its December 31, 2005 audited financial statements that have not already been disclosed to the market via
appropriate regulatory announcements.
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:
The Directors have since the middle of last year been pursuing their stated strategy of working with global ISPs
to enable the use of the Company's proprietary technology, allowing both the Company and the ISPs to participate
in the shift in online advertising. Whilst pursuing this strategy, the Company has undertaken selective equity
fundings to ensure dilution to existing shareholders is minimised. As a result the working capital immediately
available to the group is not sufficient at its current cash burn rate to last 12 months. However, as previously
announced, the Company's discussions with global ISPs continue to progress well and the Company expects
significant developments in the 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-term requirements are considered after these
developments are finalised and the market 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 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:
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
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