Minds + Machines Group Limited ICANN Approval (6362R)

TIDMMMX

RNS Number : 6362R

Minds + Machines Group Limited

18 June 2018

For immediate release: 07.00 18 June 2018

Minds + Machines Group Limited

("MMX" or the "Company")

ICANN Approval and Completion of ICM Acquisition

Total Voting Rights

Further to the announcement of 4 May 2018, Minds + Machines Group Limited (AIM: MMX), one of the world's leading owners and operators of Internet Top-Level Domains ("TLDs"), is pleased to announce that it has now received approval from the Internet Corporation for Assigned Names ("ICANN"), allowing the acquisition of ICM Registry LLC ("ICM") (the "Acquisition") to complete.

The Acquisition will be funded by a cash payment of $10.0 million, satisfied from the Company's existing cash reserves, and a total of 225,000,000 new ordinary shares of no par value in the Company ("Ordinary Shares") with an equivalent value of approximately $20.6 million*.

Commenting on the successful completion of the acquisition, Toby Hall, CEO of MMX, said:

"Our strategy is to a build a strong, annuity based business founded on recurring revenues that will allow us to scale through a combination of acquisition, innovation and organic growth. The ICM acquisition accelerates the significant progress already made from our existing portfolio and firmly positions us as one of the leading operators in our sector in terms of both revenue and EBITDA.

"Not only will ICM deliver scale, strong recurring revenues and positive working capital; it also provides us with more geographical diversification, as their revenues are primarily derived from the US and Europe. We expect that the Acquisition will be earnings enhancing in the current financial year, with scope for further earnings enhancement through cost synergies, increased operational leverage and scale efficiencies in 2019 and beyond."

Consequently, the first tranche of 96,699,235 Ordinary Shares ("Consideration Shares") has been issued and allotted to the vendors of ICM (the "Vendors") pursuant to the Acquisition Agreement. A second tranche of 128,300,765 Ordinary Shares ("Deferred Consideration Shares") will be issued to the Vendors on 4 January 2019. Application has been made for 96,699,235 Consideration Shares to be admitted to trading on AIM ("Admission") and dealings are expected to commence on 21 June 2018. The Consideration Shares will rank pari passu with the Company's existing Ordinary Shares.

Following admission of the Consideration Shares, the Company's issued share capital will comprise 796,556,797 Ordinary Shares, with no Ordinary Shares held in treasury. Therefore the total number of Ordinary Shares in the Company with voting rights will be 796,556,797. This figure may be used by shareholders in the Company as the denominator for the calculations 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 FCA's Disclosure Guidance and Transparency Rules.

Completion of the Acquisition will occur on Admission of the Consideration Shares ("Completion"). As a condition of Completion, both the Consideration Shares and, once issued and allotted, the Deferred Consideration Shares will be subject to lock-in and orderly market conditions as set out below:

-- 75,000,000 Consideration Shares shall be subject to a four month lock-in period from Completion during which time Vendors shall be prohibited from selling their respective holding of Consideration Shares (other than in certain specific circumstances including a general offer for the Company or in the event of death or an intervening Court Order), after which period the Vendors shall be subject to orderly market obligations in relation to proposed sales for a period of 12 months;

-- 21,699,235 Consideration Shares shall be subject to a 12 month lock-in period from Completion during which time Vendors shall be prohibited from selling their respective holding of Consideration Shares (other than in certain specific circumstances including a general offer for the Company or in the event of death or an intervening Court Order), after which period the Vendors shall be subject to orderly market obligations in relation to proposed sales for a period ending 31 December 2019; and

-- 128,300,765 Deferred Consideration Shares, which will be issued to the Vendors on 4 January 2019, and will be subject to a lock-in period expiring on the 12 month anniversary of Completion during which time Vendors shall be prohibited from selling their respective holding of Deferred Consideration Shares (other than in certain specific circumstances including a general offer for the Company or in the event of death or an intervening Court Order), after which period the Vendors shall be subject to orderly market obligations in relation to proposed sales for a period ending 31 December 2019.

Toby Hall, added:

"We are delighted that the ICANN approval process has proceeded so smoothly. We have already been working hard with the ICM team on the process of integration and have identified a number areas of potential growth and synergy. Now that formal approval has been received, I would like to officially welcome the ICM team, partners and customers to the enlarged group and we look forward to working together to grow our combined business."

-ends-

* Based on the closing share price of an Ordinary Share on 15 June 2018 of 6.9 pence, and an exchange rate of GBP1.00 = USD1.33.

About ICM

ICM, a Florida, USA based company, is the owner of four high value, niche TLDs that are regulated by ICANN. In its tax filings for the 12 months ended 31 December 2017, ICM reported net sales of $7.27 million and net income of $3.5 million, from approximately 100,000 registrations. In 2017, approximately 78% of revenue was renewal based and approximately 14% was generated from premium sales.

For further information:

 
Minds + Machines Group Limited 
Toby Hall, CEO                            Tel: +44 (0) 
                                           7713 341072 
Michael Salazar, COO/CFO                  Tel: +1 (310) 
                                           740 7499 
 
  finnCap Ltd 
Corporate finance - Stuart Andrews/Carl    Tel: [phone] 
 Holmes/Simon Hicks                         0500 
 Corporate broking - Tim Redfern/Richard 
 Chambers 
 
 
  Belvedere Communications Limited 
John West                                  Tel: +44 (0) 
 LLew Angus                                 20 3567 0510 
 
 

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

Minds + Machines Group Limited (LSE: MMX) is the owner and operator of a world class portfolio of top-level domain assets (gTLDs). As a sales and marketing-led registry business, we are focused on commercializing our portfolio in partnership with our expanding global network of distribution partners.

The MMX portfolio is currently focused around geographic domains (e.g. .london, .boston, .miami, .bayern), professional occupations (e.g. .law, .abogado, and .dds), consumer interests (e.g. .fashion, .wedding, .vip), lifestyle (e.g. .fit, .surf, .yoga), outdoor activities (e.g..fishing, .garden, .horse) and generic names such as .work and .casa. As a business, we work through our expanding international network of registrars and distribution partners to bring the benefits of affinity based domain addresses to B2B and consumer audiences. For more information on MMX, please visit www.mmx.co

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June 18, 2018 02:00 ET (06:00 GMT)