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19 Jun 2009 15:02
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THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR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.Β 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 SharesΒ in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland, Japan or any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.Β
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 toΒ certain qualified persons.
For immediate release
Β 19Β June 2009
TOP LEVEL DOMAIN HOLDINGS LIMITED
("TLDH" or the "Company")
Placing
TheΒ DirectorsΒ ofΒ TLDH (AIM: TLDH)Β today announceΒ that the Company hasΒ conditionally placedΒ 100,000,000Β new ordinary shares (theΒ "Ordinary Shares") at a placing price ofΒ 2.5pΒ per Ordinary Share (the "Placing Price") to raiseΒ Β£2.5Β million before expenses (equivalent toΒ approximately US$4.1Β millionΒ at current exchange rates)Β subject toΒ admission (the "Placing").Β In additionΒ in connection with the Placing, the Company has issuedΒ in aggregateΒ 50,000,000Β warrants to the placeesΒ at a ratio of one warrant for everyΒ twoΒ Ordinary Shares subscribed (the "Placing Warrants").Β Each Placing WarrantΒ entitlesΒ the holderΒ to subscribe forΒ oneΒ new Ordinary Share atΒ an exerciseΒ price of 4pΒ withinΒ 2Β years from the date of the Placing.Β
As announced on 15 June 2009 certainΒ of the DirectorsΒ and their related interestsΒ have participatedΒ inΒ the Placing and subscribedΒ forΒ 65,823,793Β new Ordinary SharesΒ on the same terms as third party placees, further details of which are set out below.Β In addition,Β in connection with the Placing, warrantsΒ to subscribe forΒ 250,000Β Ordinary Shares have been granted toΒ Beaumont Cornish LimitedΒ at an exercise price ofΒ 4Β pence per Ordinary ShareΒ withinΒ 2Β years from the date of the Placing.Β
TheΒ 100,000,000Β newΒ Ordinary SharesΒ being issued pursuant to the PlacingΒ will,Β on issue,Β rankΒ pari passuΒ with the existing Ordinary Shares in issue and application will be made for the new Ordinary Shares to be admitted to trading onΒ AIM, following whichΒ TLDHΒ will haveΒ an enlargedΒ issued share capital ofΒ 262,634,698Β Ordinary Shares admitted to trading on AIMΒ (theΒ "Enlarged Issued Share Capital"). Trading in the new Ordinary Shares onΒ AIMΒ is expected to commence onΒ or aroundΒ 23Β JulyΒ 2009. The Placing is conditional,Β inter alia,Β on the passing atΒ theΒ forthcoming annualΒ general meeting of the CompanyΒ (the "AGM")Β of theΒ resolutionΒ toΒ modify theΒ Company's current investing policy in relation to asset allocation and risk diversification ("ModifiedΒ Investing Policy").Β
The Company intends to use the Placing proceeds to provide additional working capital and in particular, toΒ develop the business rapidly in line with the Modified Investing Policy.
The subscriptions by certain of the Directors,Β together with their interests in the Enlarged Issued Share CapitalΒ and the Placing Warrants,Β is set out below:Β
Β
|
Director
|
Current holding of Ordinary Shares
|
New Ordinary SharesΒ 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
|
|
FredΒ KruegerΒ
|
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 WeillΒ (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
|
Β
Note:
(i) David Weill'sΒ currentΒ shareholding is held throughΒ Bellone Investment Services Inc.
The proposedΒ participation in the PlacingΒ byΒ FredΒ Krueger, Guy Elliott,Β David WeillΒ and Clark LandryΒ and their related interestsΒ is a related party transaction for the purposes of Rule 13 of the AIM Rules. The Independent Directors of the CompanyΒ (beingΒ AntonyΒ VanΒ CouveringΒ andΒ Michael Mendelson), having consulted with Beaumont Cornish Limited, theΒ Company's nominated adviser, unanimously consider the terms of the proposedΒ participation in the PlacingΒ byΒ FredΒ Krueger, Guy Elliott,Β David WeillΒ and Clark LandryΒ and their related interestsΒ are fair and reasonable insofar as the Company's Shareholders are concerned.
TheΒ Company has alsoΒ conditionallyΒ awarded additionalΒ newΒ optionsΒ overΒ in aggregateΒ 5,252,694Β Ordinary Shares to directors of the CompanyΒ in recognition of their new executive roles in the CompanyΒ at an exercise price ofΒ 4pΒ per Ordinary share. The closing mid-market price onΒ 18Β June 2009, being the last practicable date prior to this announcement,Β wasΒ 3.75p per Ordinary Share.Β The options awardΒ is conditionalΒ on the passing atΒ theΒ forthcomingΒ AGMΒ of theΒ resolutionΒ toΒ give the Directors authorityΒ toΒ grantΒ optionsΒ over shares in the Company representing, in aggregateΒ 15 per cent.Β of the issued share capitalΒ of the Company fromΒ time to time,Β toΒ incentiviseΒ any party on terms to be decided by the Remuneration CommitteeΒ of the BoardΒ at that time.Β The directors to whom options have been granted are as follows:
An option overΒ 2,626,347Β Β Ordinary Shares toΒ Antony Van Couvering,Β who was appointed asΒ Chief Operating OfficerΒ on 15 June 2009Β (totalΒ 2,626,347Β Ordinary shares under option following this grant);Β and
An option overΒ 2,626,347Β Ordinary Shares toΒ David Weill,Β who was appointed asΒ Chief Financial OfficerΒ on 27 May 2009Β (totalΒ 6,626,347Β Ordinary Shares under option following this grant).
David Weill, Chief Financial OfficerΒ said:
"The Directors areΒ very excited about the investment opportunitiesΒ for the CompanyΒ inΒ 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."Β
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 atΒ www.tldh.orgΒ
ENDS
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