The following information is disclosed in accordance with Rule 26 of the AIM Rules. This page last updated December 2012.
Description of the business
Director's names and biographical details
About the Board
About Board committees
Country of incorporation and main country of operation
Current constitutional documents
Details of any other exchanges or trading platforms
Securities in issue, significant shareholders and percentage ‘not in public hands’
Significant shareholders - notification
Details of any restrictions on the transfer of securities
Financial Reports
Announcements
Admission document and circulars
Advisors
Description of the business
See About us section
Director's names and biographical details
See Board of directors section
About the Board
The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and consideration of significant financing and legal matters. The Board is chaired by Kent Ertugrul as Chairman.
Phorm Corporation Limited (the "Company") is currently led and controlled by a Board consisting of two Executive Director and three Non-executive Directors. The Board considers that the Directors each has specific expertise and experience, materially enhancing knowledge, judgement and overall performance of the Board. Click here to see the biographies of the Board of Directors.
About Board committees
The Board has referred certain responsibilities to the Board Committees set out below which operate within defined terms.
Audit Committee
The purpose of the Audit Committee is:
- to ensure that the Company’s accounting and financial policies and controls are proper and effective;
- to ensure that internal and external auditing processes are properly co-ordinated and work effectively; and
- to ensure the integrity of the financial statements and information published by the Company.
Remuneration Committee
The purpose of the Remuneration Committee is:
- to determine the Board's remuneration policy and ensure that the executive directors of the Company from time to time (the"Group") are fairly rewarded for their individual contributions to the overall performance of the Company;
- to consider, determine, and approve all elements of the remuneration of the executive directors of the Company, including the Chief Executive Officer of the Company;
- to demonstrate to the Company's stockholders that the remuneration of the executive directors is set by a Board committee whose members have no personal interest in the outcome of the committee's decisions and who will have appropriate regard to the interests of the stockholders;
- to assess the remuneration paid by other similar companies in any comparable industry sector and to assess whether changes to the senior executives' remuneration is appropriate for the purpose of making their remuneration competitive or otherwise comparable with the remuneration paid by such companies;
- to approve all aspects of and grants of awards to the Group's employees and independent contractors under the Group's stock option plans; and
- to be aware of all Group policies on pay and benefits and advise on major changes in employee and independent contractor benefit structures throughout the Group.
Nominative and Governance Committee
The purpose of the Nominative and Governance Committee is:
- to identify qualified individuals to become Board members;
- to recommend to the Board, in consultation with the Chairman of the Board, the composition of the Board and its Committees; and
- to develop and implement a process to assess the Board's and its Committees' effectiveness.
Country of incorporation and main country of operation
Phorm Corporation Limited is incorporated in Singapore and complies with Singapore law. The main country of operation is the UK.
The rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
Current constitutional documents
Please click below for:
Memorandum and Articles of Association of Phorm Corporation Limited.
Details of any other exchanges or trading platforms
The Company is not listed on any other exchanges or trading platforms.
Securities in issue, significant shareholders and percentage ‘not in public hands’
The details of the number of securities in issue, the number of securities held as treasury shares and, insofar as the Company is aware, the percentage of securities that is not in public hands together with, insofar as the Company is aware, the identity and percentage holdings of significant shareholders, are as follows:
As of 30 November, 2012, the Company’s issued share capital comprised 90,984,681 ordinary shares with nil nominal value (“Ordinary Shares”), each share having equal voting rights. The company does not hold any ordinary shares in treasury.
As of 30 November, 2012, so far as the Company is aware, the following shareholdings hold 3% or more of the common share capital of Phorm Corporation Limited were:
- Viollette Company Limited 14.81%
- BlackRock Investment Management 14.31%
- Meditor European Master Fund Limited 12.30%
- Capital Group International 8.00%
- Fidelity Investments 5.42%
- Woo Foong Hong Limited 5.24%
In accordance with the AIM Rules, as of 30 November, 2012, in so far as the Company is aware, the percentage of issued share capital that was ‘not in public hands’ was 45.09%.
Significant shareholders - notification
As an overseas company, Phorm is not a DTR company for the purpose of the AIM Rules and, accordingly, shareholders are not legally bound to notify their interests in accordance with the provisions of the Disclosure and Transparency Rules. However, Phorm strongly encourages shareholders to notify Phorm if their shareholding exceeds 3% of the company’s issued share capital (a “Significant Shareholding”) and to further notify Phorm of any changes to a Significant Shareholding which increase or decrease such holding through any single percentage.
Details of any restrictions on the transfer of securities
None.
Financial Reports
Please click on Financial reports for access to the Group's annual and interim reports from 2004 to present.
Announcements
Please click on Announcements for access to notifications made by the Group in the past 12 months.
Admission document and circulars
Please click on Company's Admission Document, dated April 19 2007. A Circular was sent to shareholders of Phorm UK, Inc. by the Chairman of the Board regarding the Annual General Meeting on October 5, 2009. On 13 August 2012 Phorm, Inc. posted a Circular to shareholders convening an extraordinary general meeting of the Company to consider it's intention to re-domicile the holding company of the Phorm group from Delaware to Singapore. In conjunction with this Phorm Corporation Limited, the new holding company of the Group, published an Admission Document.
Advisors
Nominated Advisors (NOMAD) & Joint Brokers
Liberum Capital Ltd
Ropemaker Place, Level 12
25 Ropemaker Street
London
EC2Y 9LY
Tel:+44 20 3100 2000Joint Brokers
Mirabaud Securities LLP
33 Grosvenor Place
London
SW1X 7HY
Tel: +44 20 7321 2508Auditors
Deloitte & Touche LLP
Hill House
1 Little New Street
London
EC4A 3TRRegistrar
Capita IRG (Offshore) Limited
Victoria Chambers
Liberation Square
1/3 The Esplanade
St Helier, Jersey