Existing loan notes worth £6.1m will be cancelled so the net cash inflow will be £10m before expenses.
The loan notes are repayable at the end of October 2013 and the interest will be added to the principal and paid at that time. If the loan notes are repaid before this date then the holders will receive 235,000 shares for each £1m repaid. Additional shares could also be issued if certain other things happen.
One holder of the old loan notes can convert the new loan notes into shares after 15 months at a price of 75p a share. The others have to wait for 18 months.
The loan notes are secured on non-cash assets and intellectual property.
AIM-quoted Phorm has delivered a number of advertising campaigns in recent weeks and the results are encouraging. This has helped to indicate how ell the model will work. The initial business has been in Brazil and revenues are still modest.