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Completion of placing

23rd Jul 2009 07:00

RNS Number : 1343W

Top Level Domain Holdings Ltd

23 July 2009

For immediate release

23 July 2009

TOP LEVEL DOMAIN HOLDINGS LIMITED

("TLDH" or the "Company")

Completion of Placing

On 19 June 2009 the Directors of TLDH (AIM: TLDH) announced that the Company had conditionally placed 100,000,000 new ordinary shares (the "Ordinary Shares") at a placing price of 2.5p per Ordinary Share (the "Placing Price") to raise £2.5 million before expenses (equivalent to approximately US$4.1 million at current exchange rates) subject to admission (the "Placing"). In addition in connection with the Placing, the Company had conditionally issued in aggregate 50,000,000 warrants to the placees at a ratio of one warrant for every two Ordinary Shares subscribed (the "Placing Warrants"). The Placing has now completed and to meet any excess subscription in full, the Board has therefore issued a total of 110,329,148 Ordinary Shares ("New Ordinary Shares") at the Placing Price to raise approximately £2.7 million before expenses. The Company intends to use the Placing proceeds to provide additional working capital and to develop the business in line with the Company's investing policy. A total of 55,164,574 Placing Warrants have been issued.

The New Ordinary Shares issued pursuant to the Placing rank pari passu with the existing Ordinary Shares in issue and application is being made for the New Ordinary Shares to be admitted to trading on AIM which is expected to occur on 28 July 2009, following which TLDH will have an enlarged issued share capital of 272,963,846 Ordinary Shares admitted to trading on AIM (the "Enlarged Issued Share Capital").

As announced on 19 June 2009, certain of the Directors and their related interests participated in the Placing. In aggregate, certain of the Directors and their related interests subscribed for 68,331,360 new Ordinary Shares on the same terms as third party placees, further details of which are set out below.

The subscriptions by certain of the Directors, together with their interests in the Enlarged Issued Share Capital and the Placing Warrants, is 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	Placing Warrants received pursuant to the Placing
Fred Krueger	25,000,000	50,108,560	75,108,560	27.5%	25,054,280
Guy Elliott	17,000,000	9,000,000	26,000,000	9.5%	4,500,000
David Weill (Note i)	500,000	8,000,000	8,500,000	3.1%	4,000,000
Clark Landry	10,000,000	1,222,800	11,222,800	4.1%	611,400

Note:

(i) David Weill's current shareholding is held through Bellone Investment Services Inc.

As previously announced, the proposed participation in the Placing by Fred Krueger, Guy Elliott, David Weill and Clark Landry and their related interests is a related party transaction for the purposes of Rule 13 of the AIM Rules. The Independent Directors of the Company (being Antony Van Couvering and Michael Mendelson), having consulted with Beaumont Cornish Limited, the Company's nominated adviser, unanimously consider the terms of the proposed participation in the Placing by Fred Krueger, Guy Elliott, David Weill and Clark Landry and their related interests are fair and reasonable insofar as the Company's Shareholders are concerned.

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

ENDS

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCUUVARKORBUUR

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