Minds + Machines Group Limited Shareholder Update, Tender Offer&Notice of Results (2241I)
11 Agosto 2021 - 1:01AM
UK Regulatory
TIDMMMX
RNS Number : 2241I
Minds + Machines Group Limited
11 August 2021
For release at 07.01, 11 August 2021
Minds + Machines Group Limited
("MMX", the "Company" or "Group")
Shareholder Update, Tender Offer and Notice of Results
Following completion of the sale of the majority of its TLDs
("Completion"), as announced this morning, Minds + Machines Group
Limited (AIM:MMX), the top-level domain ("TLD") registry company,
is pleased to provide an update to its shareholders.
On Completion, MMX received US$113.8 million, plus adjustments
for working capital that transferred with certain subsidiaries. A
further US$13.3 million was paid into escrow pursuant to the asset
purchase agreement dated 7 April 2021. On Completion, 25 of the
Company's 28 TLDs transferred to the purchaser . Final approvals
for the transfer of the .miami and .boston TLDs remain pending.
These two TLDs will automatically transfer when the approvals are
received and a further US$1.4 million will be received by MMX from
escrow at that time. The remaining US$11.9 million will remain in
escrow until 31 March 2022. The Company's interest in the .Country
TLD was separately sold prior to Completion and therefore was not
included in the transaction.
In the period from 1 January 2021 through 10 August 2021, MMX
continued to operate its TLDs and reap the benefits of the cost
savings introduced at the end of 2021. The cash generated through
this period plus the Group's working capital at the end of 2020
increases the net assets of the Company beyond the cash received on
Completion .
Continuing Activities
Beginning today and continuing until no later than 31 January
2022, MMX will provide certain transition services to facilitate
transition of the assets. MMX will be reimburse d for the costs in
providing the Transition Services, including the costs of relevant
employees.
In addition, the Company will be working with its partners to
transfer its remaining registry back-end services to other service
providers, completing regulatory filings and winding down its
various subsidiaries. The costs of these activities and the
Company's ongoing PLC costs are not covered under the Transition
Services agreement.
Updated Net Asset Value ("NAV") and Tender Offer
The proceeds received on Completion, plus those amounts held in
escrow and the cash generated by MMX through the Completion date,
represents an implied NAV of approximately 9.6 pence per Ordinary
Share (based on the current Exchange Rate of GBP:US$ of 1:1.38).
This estimate includes a provision for estimated transaction costs
(including estimated taxes payable by the Company), and the Group's
ongoing operating costs not covered by the Transition Services
agreement.
Following consultation with the Company's major shareholders,
the Directors have approved a return of capital by way of a Tender
Offer totalling US$ 80.0 million to be completed in early autumn to
provide an initial return of the Group's net assets to
shareholders. Further details of the Tender Offer will be announced
separately and as soon as practicable.
Notice of Results
The Company also announces that it will be publishing its
unaudited Interim Results for the six month period
ended 30 June 2021 on 27 September 2021.
For further information:
Minds + Machines Group Limited
Tony Farrow (CEO) via Belvedere Communications
Bryan Disher (CFO) Limited
finnCap Ltd Tel: 020 7220 0500
Corporate finance - Stuart Andrews / Carl
Holmes / Simon Hicks
Corporate broking - Tim Redfern / Richard
Chambers
Belvedere Communications Limited Tel: +44 (0) 20 3687
John West 2756
Llew Angus
For further information, please go to www.mmx.co
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the company's obligations under Article 17 of MAR.
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END
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August 11, 2021 02:01 ET (06:01 GMT)
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