25 Feb 2013 13:30
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 Holdings Limited
North America
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