3 Jun 2013 14:30
For immediate release
3 June 2013
TOP LEVEL DOMAIN HOLDINGS LIMITED
("TLDH" or the "Company")
Placing to raise US$10 million
Highlights
·; US$10 million (approximately £6.6 million) conditionally raised from institutional and other investors and directors
·; Company strongly positioned to participate in upcoming gTLD auctions
·; Funds also to be used for launch and marketing of .london
·; TLDH has largest portfolio of geographic gTLDs covering a combined population of over 50 million
·; Company anticipates first gTLDs to be launched later this year
·; Significant early revenues expected during the Sunrise Period of each newly launched gTLD
The Board of Top Level Domain Holdings Limited (AIM:TLDH.L), is pleased to announce that the Company has today conditionally placed 110,375,276 new ordinary shares (the "Ordinary Shares") through N+1 Singer as broker to the Company at a placing price of 6p per Ordinary Share (the "Placing Price") with institutional and other investors and certain directors to raise US$10 million before expenses (equivalent to approximately £6.6 million at current exchange rates) subject to admission (the "Placing"). The 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. Trading in the new Ordinary Shares on AIM is expected to commence on or around 10 June 2013.
The Company intends to use the Placing proceeds to provide additional working capital and in particular, to provide additional funds for the Company to resolve contention sets, including participation in private or ICANN-sponsored auctions of contested strings, where another applicant(s) has also applied for the same new generic top-level domain ("gTLD") as TLDH. ICANN has indicated that its auctions, which will occur if applicants cannot resolve contentions on their own, will begin in November 2013.
As previously announced the Company has already arranged a conditional funding facility for one contested gTLD string application of up to US$15 million (repayable solely through a gross revenue share) and is progressing discussions on similar non-recourse debt funding facilities for other contended gTLD applications. As previously announced, the Company also expects to enter a joint venture with Uniregistry, the only competing applicant for .country. Of the 88 applications TLDH either wholly owns or is serving as a registry service provider, 22 are uncontested (16 wholly-owned by TLDH, six by clients); 11 are currently in contention with a single other applicant; 17 with two other applicants and 38 in contention with three or more.
Fred Krueger, Chairman of TLDH, commented:
"Given the size of our portfolio of contended applications, today's funding, together with our other resources, places us in a strong position to participate in auctions and to significantly enhance the value of our portfolio of uncontested gTLDs which we expect will produce early revenues in the Sunrise Period - the inaugural event in each launch."
The Company also intends to use the Placing proceeds to support the launch and marketing of .london, which the Company currently expects will be in Q1 2014. The Company is well underway in setting up core registry operations in Dublin, with additional operations being managed out of London.
TLDH has the largest portfolio of valuable non-contested geographic names with an aggregate population of over 50 million, comprising .london, .miami, .bayern, .nrw, and .budapest. The general penetration of domain names as a proportion of population for .nz, .uk and .de and other ccTLDs in developed countries, is between 10 to 20 per cent and the Directors believe that the Company's geographic gTLDs have similar potential.
Indicative Timeline
As previously announced, the Company still expects to see the first set of gTLD strings launch in the second half of this year, including some of the Company's gTLDs as well as those of some of its clients, with initial Sunrise Period revenues being generated shortly thereafter. The new gTLDs are expected to launch broadly in the priority order assigned by the random draw number allocated by ICANN. A likely timetable for the first new gTLDs is shown below:
·; Q3-Q4 2013
ICANN delegation process completed (comprising initial evaluation, contract execution, pre-delegation testing and delegation).
·; Q4 2013/Q1 2014
Sunrise Period: Trademark holders register domain names corresponding to their trademarks before names are generally available to the public.
·; 2014
Landrush Period: Names are available generally to the public during a special window.
·; 2014 onwards
General availability: Names are available on a first-come, first-served basis for each newly launched gTLD.
Each new gTLD will have considerable flexibility in how to launch and so the timetable above is illustrative only based on past industry practice.
Director Subscription
Certain of the Directors have also participated in the Placing and have subscribed in aggregate for 8,532,009 new Ordinary Shares on exactly the same terms as the other placees procured by N+1 Singer. The subscriptions by the Directors, together with their interests in the enlarged issued share capital, are 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 |
Fred Krueger | 122,812,840 | 5,518,764 | 128,331,604 | 19.78% |
Guy Elliott | 31,787,050 | 2,759,382 | 34,546,432 | 5.33% |
(Note 1) | ||||
Michael Salazar | 500,000 | 110,375 | 610,375 | 0.09% |
Antony Van Couvering | 50,000 | 110,375 | 160,375 | 0.02% |
Caspar von Veltheim | 429,500 | 33,113 | 462,613 | 0.07% |
Note 1: Includes 186,350 Ordinary Shares held by Guy Elliott's wife.
Total Voting Rights
Following the issue of the new Ordinary Shares, the Company's issued share capital will consist of 648,738,522 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 Conduct Authority's Disclosure and Transparency Rules.
Further Information:
Top Level Domain Holdings Limited
North America
Antony Van Couvering Tel: + 1 310 452 1491
Beaumont Cornish Limited (Nomad) Tel +44 (0) 20 7628 3396
Roland Cornish
Michael Cornish
N+1 Singer (Broker) Tel +44 (0)20 7496 3000
Shaun Dobson/Matt Thomas
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
About Top Level Domain Holdings Limited
Top Level Domain Holding is a publicly traded holding company listed on the AIM market of the London Stock Exchange. The company is the only publicly traded company exclusively focused on the new top-level domain space. Top-level domains, such as .com and .net are regulated by ICANN. ICANN is expanding the number of new generic top-level domains from the current 22 to over 1000. TLDH is making targeted investments in this space, focusing on both infrastructure technologies and specific top-level domains.
About Minds + Machines, http://mindsandmachines.com
Minds + Machines is a registry services provider that works internationally with commercial organisations, cities, not-for-profits and entrepreneurs to secure and operate new top-level domains (TLDs). Minds + Machines is a wholly owned subsidiary of Top Level Domains Holdings Limited.