Company Announcements

Issue of Deferred Consideration Shares

Source: RNS
RNS Number : 0948M
Minds + Machines Group Limited
03 January 2019

Minds + Machines Group Limited

("MMX" or the "Company")


Issue of Deferred Consideration Shares


Further to the announcement of 18 June 2018, Minds + Machines Group Limited (AIM: MMX), the top-level domain registry company, announces that it has applied for a total of 128,300,765 Ordinary Shares (the "Deferred Consideration Shares"), being the second tranche of consideration relating to the acquisition of ICM Registry, LLC ("ICM") (the "Acquisition"), to be admitted to trading on AIM.


The Deferred Consideration Shares are being issued as follows:


-    124,550,765 Deferred Consideration Shares to certain vendors of ICM, those being Stuart Lawley, Hawthorn Corporation, Teresa Perea and John Katona (together the "Vendors"); and

-      3,750,000 Deferred Consideration Shares to certain members of the management team of ICM (the "Management Team").


The Deferred Consideration Shares are subject to a lock-in period expiring on 15 June 2019, being the 12-month anniversary of the completion of the Acquisition. During this time the Vendors and the Management Team are 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 and the Management Team will be subject to orderly market obligations in relation to proposed sales of Deferred Consideration Shares until 31 December 2019.


Application has been made for 128,300,765 Deferred Consideration Shares to be admitted to trading on AIM ("Admission") and dealings are expected to commence on 4 January 2019. The Deferred Consideration Shares will rank pari passu with the Company's existing Ordinary Shares.


Following admission of the Deferred Consideration Shares, the Company's issued share capital will comprise 924,857,562 Ordinary Shares, with no Ordinary Shares held in treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights will be 924,857,562. 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.



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For further information


Minds + Machines Group Limited


Toby Hall, CEO

Tel: +44 (0) 7713 341072

Michael Salazar, CFO

Tel: +1 (310) 740 7499



finnCap Ltd

Tel:+ 44 (0) 20 7220 0500

Corporate finance - Stuart Andrews /Carl Holmes/Simon Hicks

Corporate broking - Tim Redfern / Richard Chambers




Belvedere Communications Limited

Tel: +44 (0) 74 070 23147

John West

Llew Angus







About MMX


Minds + Machines Group Limited (LSE: MMX) is the owner of a world class portfolio of 32 ICANN approved top-level domains (gTLDs). The Company generates revenues through the registration and annual renewal of names by organisations and individuals within each of its top-level domains, sales being processed through the Group's network of global registrar and distribution partners.


The MMX portfolio is currently focused around generic names (e.g. .work, .vip), consumer interest (e.g. .fashion, .wedding), lifestyle (e.g. .fit, .surf, .yoga), professional occupations (e.g. .law), and geographic domains (e.g. .london, .boston, .miami, .bayern). In 2018, the Company completed its first acquisition, the ICM portfolio, and recently launched its first innovation based project, .luxe, which combines the strengths of the World Wide Web's naming system with that of blockchain. For more information on MMX and its rapidly growing renewal base, please visit


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