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Board changes and issue of equity

25 Feb 2013 13:30

RNS Number : 5996Y
Top Level Domain Holdings Ltd
25 February 2013
 



For Immediate Release 25 February 2013

 

 

Top Level Domain Holdings Limited

("TLDH" or the "Company" or the "Group")

 

Board changes and issue of equity

 

Board changes and management update

The Board of TLDH (AIM: TLDH.L) is delighted to announce that, subject to the satisfactory completion of standard regulatory checks in compliance with the AIM Rules, Keith Teare will join the Board of TLDH as a non-executive director.

 

Keith Teare is the CEO and founder of just.me Inc and a founder at the Palo Alto incubator, Archimedes Labs. Keith has been the founder of a number of successful internet ventures: in 1994 he was CTO and co-founder of The EasyNet Group, one of the first ISP's in Europe, which was admitted to AIM in 1996 and was subsequently acquired by BSkyB. He was also founder and CEO in 1998 of Palo Alto-based RealNames Corporation, which was responsible for supporting the nascent multi-lingual DNS system run by Verisign, and more recently was co-founder of TechCrunch, which was acquired by AOL in September 2010. A further announcement in respect of Keith's appointment will be made on completion of the required regulatory checks.

 

Fred Krueger, Chairman, said:

"We are delighted that Keith Teare has accepted our invitation to join the Board as a non-executive director. Keith will bring significant additional industry knowledge and public company experience to the Board at a time when ICANN has clearly indicated that the first new gTLD strings will now be delegated months ahead of schedule, from as early as 23 April. We are delighted with this acceleration of the ICANN programme."

 

Michael Mendelson, who has been a non-executive director of the Company since it was first admitted to trading on AIM, has stepped down from the Board. The Board would like to thank Michael for his substantial contribution in the development of the Group since admission and wish him well in his other interests and as a supportive on-going shareholder in the Company.

 

As previously announced last year, Peter Dengate Thrush stepped down from the Board at the end of January, and Fred Krueger became executive-chairman. Accordingly, on Keith's formal appointment, the Board of TLDH will be as follows:

 

Director

Position

Fred Krueger

Executive Chairman

Antony Van Couvering

Chief Executive Officer

Michael Salazar

Chief Financial Officer

Caspar von Veltheim

Executive Director

Guy Elliott

Non-Executive Director

Keith Teare

Non-Executive Director

 

The Board has also elected new members to serve on the Board committees as follows:

 

Committee

Board Members

Audit Committee

Guy Elliott & Michael Salazar

Remuneration Committee

Guy Elliott & Michael Salazar

 

In line with the Company's strategy of basing Minds + Machines' core registry services in Dublin, Ireland, the Board is delighted to report that significant progress has been made and key members of the operations team are now fully in place in Dublin. Brian Seidman, the Company's existing VP of Corporate Development, has been appointed Managing Director Minds + Machines Limited (Ireland). In addition, the Board is pleased to announce that it has hired Kevin Thomas as Chief Technology Officer, Oisin Kelly as Senior Quality Assurance Analyst and Michael Stolarczyk as Senior Software Developer.

 

Issue of Equity, Total Voting Rights and Directors Holdings

The Company has also today issued the outstanding Second and Third Consideration Shares (the "Deferred Consideration Shares") contractually due to the vendors of Minds and Machines LLC ("MM LLC"), as announced on 9 August 2009, now that all the terms of the original acquisition have been satisfied in full. The number of Deferred Consideration Shares issued amounts to 17,605,000 new Ordinary Shares ("New Ordinary Shares").

The New Ordinary Shares will rank pari passu with the existing Ordinary Shares and application will be made for the New Ordinary Shares to be admitted to trading on AIM: Admission is expected to take place on or around 1 March 2013.

Following the issue of the New Ordinary Shares, the Company's issued share capital will consist of 538,163,246 Ordinary Shares, with voting rights. This figure may be used by shareholders in the Company as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Service Authority's Disclosure and Transparency Rules.

Fred Krueger and Antony Van Couvering were founders of MM LLC and therefore will receive their contractually due proportion of the Deferred Consideration Shares as follows:

 

Director

Current holding of Ordinary Shares

Deferred Consideration Shares

Enlarged holding of Ordinary Shares

Percentage interest in the Enlarged Issued Share Capital

Fred Krueger

106,957,840

15,855,000

122,812,840

22.8%

Antony Van Couvering

15,000

35,000

50,000

0.012%

 

 

 

Further Information:

 

Top Level Domain HoldingLimited

NortAmerica

Antony Van Couvering Tel: + 1 917 406 7126

 

Beaumont Cornish Limited (Nomad) Tel +44 (0) 20 7628 3396

Roland Cornish

Michael Cornish

 

N+1 Singer (Broker)

Matt Thomas

Tel +44 (0) 20 7496 3000

 

gth media relations

Toby Hall /Suzanne Johnson Walsh Tel: +44 (0) 20 7822 7493/2

 

Or visit the group's website at www.tldh.org

 

 

ENDS

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
BOASELFDIFDSEEE
Date   Source Headline
17th Feb 20223:35 pmRNSDirector/PDMR Shareholding
16th Feb 20222:00 pmRNSHolding(s) in Company
15th Feb 20225:30 pmRNSMinds + Machines Group
15th Feb 20222:00 pmRNSDirector/PDMR Shareholding
15th Feb 202211:06 amRNSSecond Price Monitoring Extn
15th Feb 202211:00 amRNSPrice Monitoring Extension
11th Feb 20221:40 pmRNSHolding(s) in Company
10th Feb 20223:50 pmRNSDirector/PDMR Shareholding
9th Feb 20225:30 pmRNSDirector/PDMR Shareholding
8th Feb 202211:35 amRNSResult of General Meeting & Cancellation from AIM
8th Feb 20227:00 amRNSResult of General Meeting & Cancellation from AIM
7th Feb 20227:00 amRNSCompletion of Tender Offer and Director Dealing
3rd Feb 20224:43 pmRNSResult of Tender Offer
31st Jan 20227:00 amRNSResult of Tender Offer
25th Jan 20226:05 pmRNSDirector/PDMR Shareholding
24th Jan 20222:40 pmRNSDirector/PDMR Shareholding
24th Jan 20227:00 amRNSDirector/PDMR Shareholding
21st Jan 20227:00 amRNSDirector/PDMR Shareholding
19th Jan 20221:10 pmRNSDirector/PDMR Shareholding
14th Jan 20224:41 pmRNSSecond Price Monitoring Extn
14th Jan 20224:35 pmRNSPrice Monitoring Extension
14th Jan 20227:00 amRNSTender Offer, Proposed Cancellation & Notice of GM
26th Nov 20213:05 pmRNSHolding(s) in Company
22nd Nov 202112:25 pmRNSTR-1
18th Oct 20217:00 amRNSDirector/PDMR Shareholding
15th Oct 20217:00 amRNSTR-1
13th Oct 20214:27 pmRNSTR-1
11th Oct 20217:00 amRNSCompletion of Tender Offer and Director Dealing
4th Oct 20217:00 amRNSTender Offer
30th Sep 20217:00 amRNSDirector/PDMR Shareholding
27th Sep 20214:49 pmRNSInterim Results - replacement
27th Sep 20217:00 amRNSInterim Results
18th Aug 20212:54 pmRNSDirector/PDMR Shareholding
16th Aug 20211:00 pmRNSDirector/PDMR Shareholding
11th Aug 20212:05 pmRNSSecond Price Monitoring Extn
11th Aug 20212:00 pmRNSPrice Monitoring Extension
11th Aug 20217:01 amRNSShareholder Update, Tender Offer&Notice of Results
11th Aug 20217:00 amRNSCompletion of Sale of Assets
28th Jul 20215:06 pmRNSRegulatory Approval
15th Jul 20217:00 amRNSICANN approves transfer of four top-level domains
28th Jun 20213:50 pmRNSDirector/PDMR Shareholding
23rd Jun 20213:53 pmRNSTR-1
23rd Jun 20212:05 pmRNSDirector/PDMR Shareholding
21st Jun 20213:21 pmRNSDirector/PDMR Shareholding
10th Jun 20214:08 pmRNSDirector/PDMR Shareholding
1st Jun 20214:24 pmRNSDirector/PDMR Shareholding
28th May 20211:29 pmRNSDirector/PDMR Shareholding
24th May 20213:28 pmRNSDirector/PDMR Shareholding
18th May 20217:00 amRNSFinal Results
23rd Apr 20213:27 pmRNSResult of GM and Date of Final Results

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