On 7 August 2009 the Board of Top Level Domain Holdings Limited (AIM: TLDH) announced that it had acquired the outstanding issued and to be issued share capital of Minds and Machines LLC (“Minds and Machines”) not already owned by the Company (the “Acquisition”).
Under the terms of the Acquisition agreement, the Company has today issued 7,545,000 new Ordinary Shares (the “Second Consideration Shares”) to the vendors of Minds and Machines. In addition, the Company has today issued and allotted 1,200,000 new Ordinary Shares (“New Ordinary Shares”) on exercise of options and warrants at an exercise price of 4p per Ordinary Share for an aggregate payment of £48,000.
Following the issue of the Second Consideration Shares and the New Ordinary Shares, the enlarged issued share capital of the Company is 291,684,275 TLDH ordinary shares (“Enlarged Issued Share Capital”). The Second Consideration Shares and the New Ordinary Shares rank pari passu with the existing Ordinary Shares in issue.
Application will be made for the Second Consideration Shares and the New Ordinary Shares to be admitted to trading on AIM, which is expected to occur on 29 April 2010.
Fred Krueger, Antony Van Couvering and Clark Landry, directors of the Company, were vendors of Minds and Machines and their interests in the Enlarged Issued Share Capital will be as follows:
| Director | Current holding of Ordinary Shares | Second Consideration Shares | Enlarged holding of Ordinary Shares | Percentage interest in the Enlarged Issued Share Capital |
| Fred Krueger | 81,903,560 | 6,795,000 | 88,698,560 | 30.41% |
| Antony Van Couvering | 15,000 | 15,000 | 30,000 | 0.01% |
| Clark Landry | 11,957,800 | 735,000 | 12,692,800 | 4.35% |
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 at www.tldh.org