19 Cookridge Street

Leeds LS2 3AG

DX: 12020 Leeds 1

Tel: 0113 244 6100

Direct: 0113 204 5724

Fax: 0113 244 6101







Your ref






Our ref





26 October 2000


Internet Corporation for

Assigned Names & Numbers

4676 Admiralty Way, Suite 330

Marina Del Rey

California  90292




Dear Sirs


.co-op TLD Application by The Cooperative League of the USA d/b/a National Cooperative Business Association and Poptel Limited


Registry Operator’s Proposal – Section D13.4.4 Proof of Capital


We refer to the application by our client Poptel Limited for whom we have acted for over ten years.  We set out the information below regarding the share capital of Poptel Limited and its additional capital facilities, which to the best of our knowledge is true and accurate at today’s date.


1.                   Poptel Limited is a private company limited by shares, company number 3867789, incorporated on 28th October 1999.  It was established to acquire the whole of the business and undertaking of Soft Solution Limited, which was incorporated as a private company on 27th August 1985, company number 1942215.

2.                   Poptel Limited entered into a subscription and shareholders’ agreement dated 18th November 1999 between the following parties :

1.   Soft Solution Limited

2.   Poptel Limited

3.   Poptel Worldwide Limited

4.   SUM International Holdings Limited

5.   Trustees of the SSL Employee Benefit Trust (“the First Subscription and           Shareholders Agreement”).

3.                   The issued share capital of Poptel Limited, following the First Subscription and Shareholders Agreement, was 75 fully paid ‘A’ Ordinary Shares of £1.00 each, all of which are held by Soft Solution Limited, and 25 fully paid ‘B’ Ordinary Shares of £1.00 each, on which a premium of £60,000 per share was paid, all of which are held by Poptel Worldwide Limited, amounting to an initial investment of £1,500,000.

4.                   Poptel Worldwide Limited is a private company limited by shares incorporated on 12th November 1999, company number 3876113.  It is a 95% subsidiary of SUM International Holdings Limited.

5.                   A Subscription and Supplemental Agreement, was entered into on 19th September 2000, between the same parties as to the First Subscription and Shareholders Agreement.  Pursuant to this agreement, Poptel Worldwide Limited will subscribe in cash for up to £500,000 of loan stock issued by Poptel Limited.  SUM International Holdings Limited has agreed, pursuant to the Subscription and Supplemental Agreement, to procure a guaranteed overdraft facility for Poptel Limited for an amount of up to £500,000, making a total subsequent investment of £1,000,000.

Yours faithfully




Malcolm Lynch