Top Level Domain Holdings Limited (TLDH) Raise $33.6 million for registry, registrar and private new gTLD auctions

Highlights

• £21 million (approximately US$33.6 million) conditionally raised from institutional and other investors
• Cash balances on completion in excess of approximately US$48 million with an additional US$15 million available to compete in a single private auction
• Elliot Noss, President and CEO of Tucows, Inc (NASDAQ:TCX) to join Board as a non-executive director
• Company to be re-named Minds + Machines Limited to reflect transition to a full operating business

Placing

The Board of Top Level Domain Holdings Limited (AIM:TLDH.L), is delighted to announce that the Company has today conditionally placed 175,000,000 new ordinary shares (the “Ordinary Shares”) through N+1 Singer as broker to the Company at a placing price of 12p per Ordinary Share (the “Placing Price”) with institutional and other investors to raise £21 million before expenses (equivalent to approximately US$33.6 million at current exchange rates) subject to admission (the “Placing”).

The Company intends to use the Placing proceeds to continue developing its registry and registrar operations, Minds + Machines LLC and Minds + Machines Registrar Limited, as well as to provide additional funding for participation in the relevant private auction rounds for the 43 contested generic top-level domain (“gTLD”) applications in which TLDH has an interest. The Company believes private auctions provide a significant opportunity for the Company both to increase the number of high-value gTLDs within its portfolio and to generate cash from those gTLDs which it chooses to relinquish. Under the private auction process, the winning bid is divided equally and paid to the losing applicants net of the auctioneer’s fees.

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 5 February 2014.

Status of Operations and Available Cash

TLDH was the fourth largest new gTLD programme applicant after Donuts, Inc., Google, Inc., and Amazon, Inc. having submitted 92 new gTLD applications on behalf of itself and its clients in 2012. TLDH has subsequently established itself as one of the major participants in the Internet governing body’s new gTLD programme and currently has interests in 24 uncontested gTLD applications, which it is progressing to operational launch through its wholly-owned registry services business, Minds + Machines Limited. TLDH is also developing its global network of registrars through which names in the new domains can be sold to the public. The Company is further extending its sales channel reach through the recent launch of its wholly-owned registrar business, Minds + Machines Registrar Limited, and priority reservation service, OPENdb. Launched in November 2013, the industry and consumer interest in priority reservations continues to be strong.

TLDH also has a further 43 wholly-owned new gTLD applications which are in contention with one or more applicants for the following strings:

As indicated above, the Company intends to use the Placing proceeds to provide additional funding for participation in the relevant private auction rounds for the contested generic top-level domain (“gTLD”) applications in which TLDH has an interest.

On completion of the Placing, the Company’s cash balances will increase to in excess of US$48 million (approximately £30 million). In addition, as previously announced, the Company also has a funding facility in place for up to US$15 million (equivalent to approximately £9.4 million) to support its participation in a single prospective auction for one contested gTLD. The Directors therefore believe the Company is now very well positioned to participate fully in the auctions and maximise the value of the contested gTLD applications in which the Company is interested.

In addition, the Company has an interest in a further 10 contested applications listed below, seven of which are third party client applications and three of which are joint venture applications with the Federation Internationale de Basketball (.basketball), the International Rugby Board (.yogarugby) and Tucows, Inc. (.yogagroup).

Board Changes

As part of the Company’s impending transition from an investment company to a full operating business, the Board is also delighted to announce that, subject to the satisfactory completion of standard regulatory checks in compliance with the AIM Rules, Mr Elliot Noss has agreed to join the Board of TLDH as a non-executive director. Mr Noss is President and CEO of Tucows, Inc (NASDAQ:TCX), one of the largest domain registrars.

Mr Guy Elliott will at the same time step down from the Board. Mr Elliott was a founding director of the Company and has played a key role in the development of the Company’s portfolio of gTLD investments.

Fred Krueger, Chairman of TLDH, commented:

On behalf of the Board I would like to personally thank Guy for his wise counsel and support over the years and we wish him well on his other projects. We are likewise delighted that Elliot Noss has accepted our invitation to join the Board as a non-executive director at this key time in our development. Elliot is a highly regarded and respected individual within the domain industry and we welcome the additional commercial and operational perspectives he can bring as we continue to build our registry and registrar operations and commence the commercial launch our gTLDs. We are also exceptionally pleased by the level of interest from institutions to the placing which has exceeded our expectations.

Proposed Change of Name, Transition to an Operating Business and Re-Admission

The Company is now fully focused on commercialising its gTLD assets through its registry, registrar and registry service provider operations. As a result, the Board intends to implement fully a number of changes to the way in which TLDH is managed which will have the effect of changing the status of the Company from an investing company under the AIM Rules to an operating company with a material trading activity. As part of this transition, the Directors intend to change the name of the Company to Minds + Machines Limited, the same name as the Company’s 100 per cent. owned subsidiaries, operating in Ireland and the United Kingdom. The Directors believe the change of name will benefit stakeholder communications and branding significantly.

The change to an operating company with a material trading activity would be classified as reverse takeover of the Company under the AIM Rules and therefore would be conditional, inter alia, upon the approval of Shareholders at the Meeting of Shareholders. The Company is at an advanced stage of preparation of a circular to shareholders and a further announcement is expected to be made during February.

Total Voting Rights

Following the issue of the new Ordinary Shares, the Company’s issued share capital will consist of 825,558,522 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.

For further information, please contact:

Top Level Domain Holdings Limited
North America
Antony Van Couvering
Tel: +1 917 406 7126

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

N+1 Singer (Broker)
Matt Thomas
Tel +44 (0) 20 3205 7500

gth media relations
Toby Hall/Suzanne Johnson Walsh
Tel: +44 (0) 20 3103 3903/2

About Top Level Domain Holdings Limited
Top Level Domain Holdings is a publicly-traded holding company listed on the London AIM market. The company is focused on the new top-level domain space. Top-level domains, such as .com, run by VeriSign (NASDAQ: VRSN), and .biz, run by NeuStar (NYSE: NSR), are regulated by ICANN. ICANN has announced plans to expand the number of top-level domains. TLDH intends to make targeted investments in this space, focusing on both infrastructure technologies and specific top-level domains.

About Minds + Machines
Minds + Machines is a registry services provider that works internationally with commercial organisations, cities, not-for-profits, and entrepreneurs to secure and operate new web domains, known as top-level domains (TLDs). Minds and Machines Limited is a wholly owned subsidiary of Top Level Domains Holdings Limited.