Phorm Corporation

Loan Agreement & Convertible Loan Note Extension

RNS Number : 2316U
Phorm Corporation Limited
28 July 2015

28 July 2015


Phorm Corporation Limited

("Phorm" or the "Company")


Loan Agreement and Extension of Convertible Loan Notes

Phorm (AIM: PHRM), a leading internet personalisation technology company, announces that it has entered into unsecured loan agreements with each of Michael Bigger and Arminius Verwaltung AG, an existing shareholder and a private lender respectively (the "Lenders"), and that the final redemption date of its pre-existing convertible secured loan notes (the "Loan Notes") issued to Viollette Company Limited ("Viollette") and Meditor European Master Fund Limited ("Meditor") in April 2013, has now been formally extended.

Loan Agreements

The Lenders have agreed to provide Phorm with an unsecured term loan of, in aggregate, £350,000 principal amount (the "Loan").  In accordance with the terms of the loan agreements, Phorm shall pay interest on the Loan at a rate of 5 per cent. per annum.  The Loan, together with accrued interest thereon, is repayable 6 months from the date of execution of the loan agreements although such repayment date can be extended for a further 6 month period by mutual agreement between the parties.  Upon repayment, Phorm is obliged to pay the Lenders an additional 15 per cent. of the Loan principal amount as a redemption fee (the "Redemption Fee").

In addition, Phorm has granted the Lenders an option such that they can elect that repayment of the principal amount of the Loan, together with accrued interest thereon and the Redemption Fee, be satisfied, in full, by way of the issue of new ordinary shares in the capital of Phorm at the same price per share as the Company's next equity fundraising.

The Company intends to use the net proceeds from the Loan for general working capital purposes and intends to raise additional equity and/or debt finance in the near term to fund its ongoing working capital requirements. A further announcement will be made in due course.

Extension of Convertible Loan Notes

Save in the event that the outstanding Loan Notes are otherwise converted, the outstanding principal amount of, in aggregate, £1.95 million, together with accrued interest thereon, will now be repayable on 22 April 2017.  Save for the extension of the final redemption date, all other key terms of the Loan Notes announced on 23 April 2013 remain unaltered. As at 30 June 2015, the total liability for the Company (inclusive of accrued interest) in respect of the Loan Notes was approximately £2.38 million.


Related party transactions

Viollette and Meditor each hold £975,000 principal amount of the Loan Notes and are interested in approximately 25.0 per cent. and 26.3 per cent. respectively of the Company's issued ordinary share capital.

By virtue of Viollette and Meditor currently being substantial shareholders in the Company, the abovementioned formal extensions of their Loan Notes are considered to be 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 (the Company's Nominated Adviser), that the formal extensions of both Viollette's and Meditor's Loan Notes are fair and reasonable insofar as the Company's shareholders are concerned.


For further information please contact:

Phorm Corporation Limited

Timothy Smith (analysts and investors)                                     +44 20 3397 6001

UK Investors

Mirabaud Securities LLP (Broker)                                        +44 20 7321 2508

Jason Woollard

Peter Krens

Strand Hanson Limited (Nominated Adviser)                        +44 20 7409 3494

James Harris

Matthew Chandler

James Dance

US Investors

Lippert/Heilshorn and Associates (Investor Relations)          +1 212 838 3777

John Heilshorn


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 industry leading technology enables its Internet Service Provider ("ISP") partners to offer a new type of online advertising platform and a free consumer internet content feature, ensuring more relevant advertisements and personalised content for opted-in users.


Phorm's advertising platform revolutionises current standards of online privacy, fully protecting the identity of consumers. Phorm's solution is completely opt-in. Only those users consenting to the service are profiled and only ever on an anonymous basis.


Phorm's partners include leading ISPs, Publishers, Advertising Networks and Advertisers.


Phorm, under a predecessor holding company, was admitted to trading on the AIM market of the London Stock Exchange in 2004.


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