19 Jun 2009 15:02
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN. Neither this announcement nor any part of it constitutes an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new Ordinary Shares or warrants for Ordinary Shares in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland, Japan or any jurisdiction in which such publication or distribution would be unlawful.
Members of the general public are not eligible to take part in the Placing referred to below. Invitations to participate in the Placing will be limited to certain qualified persons.
For immediate release
19 June 2009
TOP LEVEL DOMAIN HOLDINGS LIMITED
("TLDH" or the "Company")
Placing
The Directors of TLDH (AIM: TLDH) today announce that the Company has conditionally placed 100,000,000 new ordinary shares (the "Ordinary Shares") at a placing price of 2.5p per Ordinary Share (the "Placing Price") to raise £2.5 million before expenses (equivalent to approximately US$4.1 million at current exchange rates) subject to admission (the "Placing"). In addition in connection with the Placing, the Company has issued in aggregate 50,000,000 warrants to the placees at a ratio of one warrant for every two Ordinary Shares subscribed (the "Placing Warrants"). Each Placing Warrant entitles the holder to subscribe for one new Ordinary Share at an exercise price of 4p within 2 years from the date of the Placing.
As announced on 15 June 2009 certain of the Directors and their related interests have participated in the Placing and subscribed for 65,823,793 new Ordinary Shares on the same terms as third party placees, further details of which are set out below. In addition, in connection with the Placing, warrants to subscribe for 250,000 Ordinary Shares have been granted to Beaumont Cornish Limited at an exercise price of 4 pence per Ordinary Share within 2 years from the date of the Placing.
The 100,000,000 new Ordinary Shares being issued pursuant to the Placing will, on issue, rank pari passu with the existing Ordinary Shares in issue and application will be made for the new Ordinary Shares to be admitted to trading on AIM, following which TLDH will have an enlarged issued share capital of 262,634,698 Ordinary Shares admitted to trading on AIM (the "Enlarged Issued Share Capital"). Trading in the new Ordinary Shares on AIM is expected to commence on or around 23 July 2009. The Placing is conditional, inter alia, on the passing at the forthcoming annual general meeting of the Company (the "AGM") of the resolution to modify the Company's current investing policy in relation to asset allocation and risk diversification ("Modified Investing Policy").
The Company intends to use the Placing proceeds to provide additional working capital and in particular, to develop the business rapidly in line with the Modified Investing Policy.
The subscriptions by certain of the Directors, together with their interests in the Enlarged Issued Share Capital and the Placing Warrants, is set out below:
| Director | Current holding of Ordinary Shares | New Ordinary Shares subscribed for in the Placing | Enlarged holding of Ordinary Shares on completion of the Placing | Percentage interest in the Enlarged Issued Share Capital | Placing Warrants received pursuant to the Placing |
| Fred Krueger | 25,000,000 | 48,608,579 | 73,608,579 | 28.0% | 24,304,289 |
| Guy Elliott | 17,000,000 | 8,000,000 | 25,000,000 | 9.5% | 4,000,000 |
| David Weill (Note i) | 500,000 | 8,000,000 | 8,500,000 | 3.2% | 4,000,000 |
| Clark Landry | 10,000,000 | 1,215,214 | 11,215,214 | 4.3% | 607,607 |
Note:
(i) David Weill's current shareholding is held through Bellone Investment Services Inc.
The proposed participation in the Placing by Fred Krueger, Guy Elliott, David Weill and Clark Landry and their related interests is a related party transaction for the purposes of Rule 13 of the AIM Rules. The Independent Directors of the Company (being Antony Van Couvering and Michael Mendelson), having consulted with Beaumont Cornish Limited, the Company's nominated adviser, unanimously consider the terms of the proposed participation in the Placing by Fred Krueger, Guy Elliott, David Weill and Clark Landry and their related interests are fair and reasonable insofar as the Company's Shareholders are concerned.
The Company has also conditionally awarded additional new options over in aggregate 5,252,694 Ordinary Shares to directors of the Company in recognition of their new executive roles in the Company at an exercise price of 4p per Ordinary share. The closing mid-market price on 18 June 2009, being the last practicable date prior to this announcement, was 3.75p per Ordinary Share. The options award is conditional on the passing at the forthcoming AGM of the resolution to give the Directors authority to grant options over shares in the Company 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. The directors to whom options have been granted are as follows:
An option over 2,626,347 Ordinary Shares to Antony Van Couvering, who was appointed as Chief Operating Officer on 15 June 2009 (total 2,626,347 Ordinary shares under option following this grant); and
An option over 2,626,347 Ordinary Shares to David Weill, who was appointed as Chief Financial Officer on 27 May 2009 (total 6,626,347 Ordinary Shares under option following this grant).
David Weill, Chief Financial Officer said:
"The Directors are very excited about the investment opportunities for the Company in the new top level domain space and the Placing provides the Company with the ability to develop rapidly. We look forward to growing our portfolio of minority investments further in this area."
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
Or visit the group's website at www.tldh.org
ENDS