June 1, 2009
For Immediate Release 27th May 2009
Hecta Media Inc.
(‘Hecta Media’ or the ‘Company’)
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.
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.’
Top Level Domain Holdings Limited.
David Weill Tel: +44 (0) 20 7881 0180
Beaumont Cornish Limited
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