11 Jun 2009 14:22
For immediate release
11 June 2009
TOP LEVEL DOMAIN HOLDINGS LIMITED
("TLDH" or the "Company")
Annual General Meeting 2009
Proposed Modified Investing Policy
Annual General Meeting
The Board of TLDH is today posting a circular to shareholders (the "Circular") to explain the resolutions to be proposed at this year's Annual General Meeting ("AGM") to be held at the offices of Herbert Smith LLP at 20 Rue Quentin Bauchart, 75008 Paris, France at 11:30 am BST on 26 June 2009. A copy of the Circular is available from the Company's website, www.tldh.org.
As set out in the Company's admission document, the Company is seeking Shareholder approval for its investing policy on an annual basis at the AGM. The Company's current investing policy in relation to asset allocation and risk diversification ("Investing Policy") is set out in Appendix 1 of the Circular.
The Company does not currently plan to invest in additional destination domain names at this time, but intends to expand its portfolio vertically into top level domain names ("TLD's") where the Directors believe there are attractive investment opportunities. Existing TLD's include .com, .net, and .org. ICANN recently announced its intention to allow qualified parties to apply to own and operate new TLDs. The Company intends to invest in a portfolio of TLD applicants and infrastructure technologies and accordingly, the Directors believe that the current Investment Policy is too restrictive and that a number of potentially attractive opportunities within the TLD sector may fall outside of the current Investing Policy.
Accordingly, the Directors propose that the current Investing Policy is modified so that the Company can consider a wider range of potential investment opportunities in the internet sector (the "Modified Investing Policy"). As the internet continues to evolve rapidly, this should enable to Company to exploit new investment opportunities which arise through technological or regulatory change. The Modified Investing Policy is set out below.
As announced on 29 May 2009, the Company has conditionally subscribed for an interest in top level domain registry services provider Minds+Machines Inc. (www.mindsandmachines.com). Minds+Machines Inc. is a consulting and registry services company that provides registry solutions for new TLD applicants. The completion of the investment in Minds+Machines Inc. is conditional on the approval by shareholders of the Modified Investing Policy at the AGM.
The Company is also proposing a resolution at the AGM to give the Directors authority to award options over shares representing, in aggregate 15 per cent. of the issued share capital of the Company from time to time to incentivise any party on terms to be decided by the Remuneration Committee of the Board at that time. For the avoidance of doubt, the proposed limit of 15 per cent. shall exclude warrants over shares granted to advisors, investors, business partners and/or suppliers by the Directors on commercial terms in the ordinary course of business.
Modified Investing Policy
The Modified Investing Policy, which is subject to Shareholder approval, represents an expansion of the Company's existing Investment Policy and is set out below:
The Company's Modified Investing Policy is to acquire a widely distributed mix of businesses involved in the operation and supply of support services to domains and websites and other related internet services businesses including top level domains and top level domain infrastructure and support technologies.
The Directors collectively have considerable experience investing, both in structuring and executing deals and in raising venture capital and other funds, and in particular, web-based companies. The Directors will use this experience to identify and investigate investment opportunities, and to negotiate acquisitions. Wherever necessary the Company will engage suitably qualified technical personnel to carry out specialist due diligence prior to making an acquisition or an investment. For the acquisitions which they expect the Company to make, the Directors may adopt earn-out structures, with specific performance targets being set for the sellers of the businesses acquired, and with suitable metrics applied.
The Company may invest by way of outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question. The Company's investments may take the form of equity, joint venture debt, convertible instruments, licence rights, or other financial instruments as the Directors deem appropriate.
The Company will be both an active and a passive investor. The Company intends to be a long-term investor and the Directors will place no minimum or maximum limit on the length of time that any investment may be held.
There is no limit on the number of projects into which the Company may invest, nor the proportion of the Company's gross assets that any investment may represent at any time and the Company will consider possible opportunities anywhere in the world.
The Directors will, where possible, offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash for working capital and as a reserve against unforeseen contingencies including by way of example, and without limit, delays in collecting accounts receivable, unexpected changes in the economic environment and unforeseen operational problems. The Company may in appropriate circumstances, issue debt securities or otherwise borrow money to complete an investment. There are no borrowing limits in the Articles of Association of the Company. The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares.
There are no restrictions in the type of investment that the Company might make nor on the type of opportunity that may be considered other than set out in this Section 2.
As the Ordinary Shares are traded on AIM this provides a facility for shareholders to realise their investment in the Company. In addition, the Directors may consider from time to time other means of facilitating returns to Shareholders including dividends, share repurchases, demergers, scheme of arrangements or liquidation.
Rule 8 of the AIM Rules requires that where an investing company has not substantially implemented its investing policy within eighteen months of admission, it should seek the consent of its shareholders for its investing policy at its next annual general meeting and on an annual basis thereafter, until such time that its investing policy has been substantially implemented. In making the assessment of whether or not an investing company has substantially implemented its investing policy, this is normally considered to mean that the investing company has invested a substantial portion (usually at least in excess of 50 per cent.) of all funds available to it , including funds available through agreed debt facilities, in accordance with its investing policy.
If such shareholder approval is not obtained, the Company would propose amendments to its Investing Policy and seek shareholder approval for those amendments, as soon as possible. A resolving action, such as the return of funds to shareholders, would be considered if consent is again not obtained. The Company does not currently have any obligation to return funds to its Shareholders by a fixed date.
The Company will provide an update on its investing activities at the same time that it publishes its unaudited interim accounts for the six months ending 30 April of each financial year and its audited annual results for the year ending 31 October and as otherwise required by the AIM Rules. The Company has no current plans to publish any regular estimate of net asset value or updates on the investments.
All of the Company's assets will be held in its own name, or through wholly owned subsidiaries.
ENDS
Further Information:
Top Level Domain Holdings Limited.
David Weill Tel: +44 (0) 20 7881 0180
Beaumont Cornish Limited Roland Cornish
Michael Cornish Tel +44 (0) 20 7628 3396
gth media relations
Toby Hall /Christian Pickel Tel: +44 (0) 20 7153 8039/8036
Or visit the group's website at www.tldh.org