Top Level Domain Holdings

TLDH Portfolio company Minds + Machines signs long-term deal with Packet Clearing House (PCH) to supply high-quality DNS

TLDH Portfolio company Minds + Machines has signed a long-term deal with Packet Clearing House (PCH) to supply Machines customers with world-class DNS with full support for IPv6, DNS Security, and Internationalized Domain Names (IDNs). DNS will be supplied to Minds + Machines customers at no additional cost. In addition, PCH will assure that Minds + Machines DNS are carbon and energy neutral, and do not contribute to global warming. (more…)

TLDH portfolio company Dot Eco LLC Debuts Short Film In Support of .eco featuring Former Former Vice President Al Gore, Sierra Club Executive Director Carl Pope & Other Leaders in the Environmental Community

Sydney, Australia – On the opening day of the ICANN Conference, Dot Eco LLC – the organization dedicated to promoting the acceptance and implementation of the .eco top-level domain debuted a short film that features environmental leaders endorsing Dot Eco’s application to operate the .eco web address. Examples of other top-level domains include .com, .biz, .org and .edu. The Dot Eco LLC film features former U.S. Vice President Al Gore stating: “For more than three decades I have been trying to raise awareness about the very real and growing threat of the climate crisis. Today, as part of this effort, I am here to propose a new top-level domain called “dot eco” for corporate, non-governmental, and individual environmental websites.” (more…)

Placing

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR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in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland, Japan or any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. (more…)

Interim Results for the Period ended 30 April 2009

TOP LEVEL DOMAIN HOLDINGS LIMITED
(“TLDH” or the “Company”)
Interim Results for the Period ended 30 April 2009

TLDH (AIM: TLDH) today announces its unaudited results for the six month period ended 30 April 2009 (the “Period”). A copy of the interim results for the Period report is available on the Company’s website, www.tldh.org.

The following sets out the audited results for the Company for the period ended 30 April 2009. (more…)

Top Level Domain Holdings Limited Proposed Placing

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. (more…)

Annual General Meeting 2009 Change of meeting venue details

On 11 June 2009 Top Level Domain Holdings Limited (the “Company”) sent to its shareholders notice (“AGM Notice”) of its 2009 Annual General Meeting (“2009 AGM”). The AGM Notice stated that the 2009 AGM would be held at the offices of Herbert Smith LLP at 20 Rue Quentin Bauchart, 75008 Paris, France at 11:30 a.m. BST on 26 June 2009.

This letter is formal notice to all shareholders that the venue for the 2009 AGM has changed. The 2009 AGM will now be held at Herbert Smith LLP, 66, avenue Marceau, 75008 Paris at 11:30 a.m. BST on 26 June 2009.

Board Appointment

Top Level Domain Holdings Limited
(“TLDH” or the “Company”)
Board Appointment

TLDH (AIM: TLDH) is pleased to announce that Mr Antony Van Couvering has been appointed Chief Operating Officer and a Director to the Company with immediate effect. (more…)

Annual General Meeting 2009 Proposed Modified Investing

The Board of TLDH is today posting a circular to shareholders (the “Circular”) to explain the resolutions to be proposed at this year’s Annual General Meeting (“AGM”) to be held at the offices of Herbert Smith LLP at 20 Rue Quentin Bauchart, 75008 Paris, France at 11:30 am BST on 26 June 2009. A copy of the Circular is available from the Company’s website, www.tldh.org.

As set out in the Company’s admission document, the Company is seeking Shareholder approval for its investing policy on an annual basis at the AGM. The Company’s current investing policy in relation to asset allocation and risk diversification (“Investing Policy”) is set out in Appendix 1 of the Circular.

The Company does not currently plan to invest in additional destination domain names at this time, but intends to expand its portfolio vertically into top level domain names (“TLD’s”) where the Directors believe there are attractive investment opportunities. Existing TLD’s include .com, .net, and .org. ICANN recently announced its intention to allow qualified parties to apply to own and operate new TLDs. The Company intends to invest in a portfolio of TLD applicants and infrastructure technologies and accordingly, the Directors believe that the current Investment Policy is too restrictive and that a number of potentially attractive opportunities within the
TLD sector may fall outside of the current Investing Policy.

Accordingly, the Directors propose that the current Investing Policy is modified so that the Company can consider a wider range of potential investment opportunities in the internet sector (the “Modified Investing Policy”). As the internet continues to evolve rapidly, this should enable to Company to exploit new investment opportunities which arise through technological or regulatory change. The Modified Investing Policy is set out below.

As announced on 29 May 2009, the Company has conditionally subscribed for an interest in top level domain registry services provider Minds+Machines Inc. (www.mindsandmachines.com). Minds+Machines Inc. is a consulting and registry services company that provides registry solutions for new TLD applicants. The completion of the investment in Minds+Machines Inc. is conditional on the approval by shareholders of the Modified Investing Policy at the AGM.

The Company is also proposing a resolution at the AGM to give the Directors authority to award options over shares 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. For the avoidance of doubt, the proposed limit of 15 per cent. shall exclude warrants over shares granted to advisors, investors, business partners and/or suppliers by the Directors on commercial terms in the ordinary course of business.

Modified Investing Policy

The Modified Investing Policy, which is subject to Shareholder approval, represents an expansion of the Company’s existing Investment Policy and is set out below:

The Company’s Modified Investing Policy is to acquire a widely distributed mix of businesses involved in the operation and supply of support services to domains and websites and other related internet services businesses including top level domains and top level domain infrastructure and support technologies.

The Directors collectively have considerable experience investing, both in structuring and executing deals and in raising venture capital and other funds, and in particular, web-based companies. The Directors will use this experience to identify and investigate investment opportunities, and to negotiate acquisitions. Wherever necessary the Company will engage suitably qualified technical personnel to carry out specialist due diligence prior to making an acquisition or an investment. For the acquisitions which they expect the Company to make, the Directors may adopt earn-out structures, with specific performance targets being set for the sellers of the businesses acquired, and with suitable metrics applied.

The Company may invest by way of outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question. The Company’s investments may take the form of equity, joint venture debt, convertible instruments, licence rights, or other financial instruments as the Directors deem appropriate.

The Company will be both an active and a passive investor. The Company intends to be a long-term investor and the Directors will place no minimum or maximum limit on the length of time that any investment may be held.

There is no limit on the number of projects into which the Company may invest, nor the proportion of the Company’s gross assets that any investment may represent at any time and the Company will consider possible opportunities anywhere in the world. The Directors will, where possible, offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company’s cash for working capital and as a reserve against unforeseen contingencies including by way of example, and without limit, delays in collecting accounts receivable, unexpected changes in the economic environment and unforeseen operational problems. The Company may in appropriate circumstances, issue debt securities or otherwise borrow money to complete an investment. There are no borrowing limits in the Articles of Association of the Company. The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the Ordinary Shares.

There are no restrictions in the type of investment that the Company might make nor on the type of opportunity that may be considered other than set out in this Section 2. As the Ordinary Shares are traded on AIM this provides a facility for shareholders to realise their investment in the Company. In addition, the Directors may consider from time to time other means of facilitating returns to Shareholders including dividends, share repurchases, demergers, scheme of arrangements or liquidation.

Rule 8 of the AIM Rules requires that where an investing company has not substantially implemented its investing policy within eighteen months of admission, it should seek the consent of its shareholders for its investing policy at its next annual general meeting and on an annual basis thereafter, until such time that its investing policy has been substantially implemented. In making the assessment of whether or not an investing company has substantially implemented its investing policy, this is normally considered to mean that the investing company has invested a substantial portion (usually at least in excess of 50 per cent.) of all funds available to it , including funds available through agreed debt facilities, in accordance with its investing policy.

If such shareholder approval is not obtained, the Company would propose amendments to its Investing Policy and seek shareholder approval for those amendments, as soon as possible. A resolving action, such as the return of funds to shareholders, would be considered if consent is again not obtained. The Company does not currently have any obligation to return funds to its Shareholders by a fixed date.

The Company will provide an update on its investing activities at the same time that it publishes its unaudited interim accounts for the six months ending 30 April of each financial year and its audited annual results for the year ending 31 October and as otherwise required by the AIM Rules. The Company has no current plans to publish any regular estimate of net asset value or updates on the investments.

All of the Company’s assets will be held in its own name, or through wholly owned subsidiaries.

ENDS

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

gth media relations
Toby Hall /Christian Pickel Tel: +44 (0) 20 7153 8039/8036

Or visit the group’s website at www.tldh.org.

New Investments; Proposed Board Changes;

For Immediate Release 27th May 2009

Hecta Media Inc.
(‘Hecta Media’ or the ‘Company’)
New investments
Proposed Board changes and
Proposed change of name to Top Level Domain Holdings Ltd.

The Board of Hecta Media (AIM: HCTA) is pleased to announce that it has today completed an investment in dotNYC LLC and DotEco LLC which both operate in the top level domain space. As announced in our audited results in April, existing top level domains (‘TLDs’) are open to registrants worldwide and include .com, .net, and .org. The Internet Corporation for Assigned Names and Numbers (‘ICANN’) recently announced its intention to allow qualified parties to apply to own and operate new generic TLDs (‘gTLDs’). Hecta Media intends to take advantage of the opportunity created by this proposed change by expanding its portfolio vertically into top level domain names and investing in gTLD applicants and infrastructure technologies.

Investment in dotNYC LLC (www.dotnyc.net)

Hecta Media has both purchased existing interests and subscribed for further interests making up a total of a 23.5 per cent. interest in dotNYC LLC (www.dotnyc.net), for a cash consideration of US$180,000, financed from its current cash resources. dotNYC LLC is a New York City-based business that is applying for the ‘.nyc’ top level domain for New York City and intends to use the proceeds of the investment together with its other funds to support its application costs and fund awareness and marketing campaigns. The Company expects that a decision will be made by ICANN in mid 2010.

The management team of dotNYC LLC has launched five successful top level domains, advised a number of other top level domain companies and created the model for public-private partnerships for geographic-based web addresses. The founder and chief executive officer of dotNYC LLC is Antony Van Couvering who has been working with domain names and Internet infrastructure since 1996. Antony was an ICANN founder and founder and chief executive officer in 1996 of NetNames USA, the first company devoted to working with domain names on an international basis. Netnames was sold in 1998 to English web-hosting company, NetBenefit. In 1999 Antony founded NameEngine, an Internet services company handling domain names and other internet protocol assets for major corporations, which was sold to VeriSign in December 2001. Following the sale Antony worked for VeriSign for two years, in their Digital Brand Management Unit.

Investment in DotEco LLC (www.dotecotld.com)

Hecta Media has also today subscribed for a 10.0 per cent. interest (on a fully diluted basis) in DotEco LLC (www.dotecotld.com) for a cash consideration of US$200,000, financed from its current cash resources. The Board anticipates that the Company’s interest in DotEco LLC may well be diluted over time as DotEco LLC raises additional capital in future.

DotEco LLC, which is based in California, intends to build an environmentally-focused gTLD. DotEco LLC recently entered into an integrated partnership with former US Vice President Al Gore and the Alliance for Climate Protection which supports Dot Eco LLC’s efforts to raise awareness about the dangers of climate change. DotEco LLC intends to submit an application with ICANN for the eco top level domain. The Company expects that the application and approval process could take up to 24 months.

Fred Krueger and Clark Landry, directors of the Company, are both founder shareholders of DotEco LLC. Fred Krueger has also subscribed for a further 10.0 per cent. investment (on a fully diluted basis) in DotEco LLC on the same terms as the Company. On completion of the subscription, Fred Kreuger will have an interest of 60.4 per cent. and Clark Landry will have a 24.87 per cent. fully diluted interest in DotEco LLC. Fred Krueger is the Chief Executive and Clark Landry is Chief Operating Officer of DotEco LLC and each receives a salary of US$5,000 per month from DotEco LLC.

The proposed investment by the Company in DotEco LLC is a related party transaction for the purposes of Rule 13 of the AIM Rules. The Independent Directors of the Company (being David Weill, Guy Elliott and Michael Mendelson), having consulted with Beaumont Cornish Limited, the Company’s nominated adviser, unanimously consider the terms of the proposed investment by the Company in DotEco LLC are fair and reasonable insofar as the Company’s Shareholders are concerned.

Investment in Minds+Machines Inc. (www.mindsandmachines.com)

The Company has also today conditionally subscribed for a 35.11 per cent. interest, fully diluted, in top level domain registry services provider Minds+Machines Inc. (www.mindsandmachines.com) for a cash consideration of US$501,000. The subscription price paid by the Company is the same as the founder members of Minds+Machines Inc.

Minds+Machines Inc., which was founded in 2008 by Antony Van Couvering, is a full-service consulting and registry services company that provides a complete registry solution for new TLD applicants. Minds+Machines Inc. has secured an exclusive license to extend the CoCCA registry platform, currently deployed in over 20 countries, to new generic TLDs.

Minds+Machines Inc.’s management team have previously launched or helped launch over 20 top-level domains, with business models ranging from small community TLDs to large commercial enterprises. In addition, they have owned and operated ICANN-accredited registrars, managed reseller channels, developed domain name systems software and overseen global DNS roll-outs.

Fred Krueger and Clark Landry, directors of the Company, are both founder shareholders of Minds+Machines Inc. and on completion of the subscription by Hecta Media will have a fully diluted interest of 31.53 per cent. and 6.94 per cent. respectively in Minds+Machines Inc. Fred Krueger is the President of Minds+Machines Inc. and Clark Landry is Vice President, Business Development and each receives a salary of US$5,000 per month from Minds+Machines Inc.

The proposed investment by the Company in Minds+Machines Inc. is a related party transaction for the purposes of Rule 13 of the AIM Rules. The Independent Directors of the Company (being David Weill, Guy Elliott and Michael Mendelson), having consulted with Beaumont Cornish Limited, the Company’s nominated adviser, unanimously consider the terms of the proposed investment by the Company in Minds+Machines Inc. are fair and reasonable insofar as the Company’s Shareholders are concerned.

The completion of the investment in Minds+Machines Inc. is conditional on the approval by shareholders of the modified investment strategy for the Company at the Annual General Meeting of the Company, notice of which is expected to be sent to shareholders shortly.

Financial Effects

The aggregate cash consideration for the investments in DotNYC LLC, DotEco LLC and Minds+Machines Inc. amounts to US$881,000. Following completion, the Company’s cash balances will amount to approximately US$3,158,054. dotNYC LLC, Minds+Machines Inc. and DotEco LLC are start-up ventures and to date have not prepared any financial statements.

Company name change

The Directors have also decided that given the importance of the activity in TLDs the Company will change its name to Top Level Domain Holdings Limited.

Chief Financial Officer appointment
David Weill, currently an Executive Director of the Company, has today also been appointed as Chief Financial Officer.

David Weill, Chief Financial Officer said:

‘I am excited about the investment opportunities in the new top level domain space and our key executives’ proven ability to secure impact TLDs through their network of contacts based on their track record of success in Internet businesses. The Company’s financial and human capital coupled with its ability to raise additional funds in future, if desired, should provide our portfolio companies with substantial resources. We look forward to growing our portfolio of investments further in this area and are positive about the future of our company.’

ENDS

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

gth media relations
Toby Hall /Christian Pickel Tel: +44 (0) 20 7153 8039/8036

Or visit the group’s website at www.hectamedia.com and
www.tldh.org.