Two Shields Investments PLC Acquisition of BrandShield shares; issue of equity (8687W)
April 24 2019 - 2:18AM
UK Regulatory
TIDMTSI
RNS Number : 8687W
Two Shields Investments PLC
24 April 2019
24 April 2019
Two Shields Investments plc
("TSI", or the "Company")
Acquisition of shares in BrandShield; issue of equity
Two Shields Investments plc, the AIM quoted investment company
with a strategy to build a high quality portfolio of investments in
fast growing and scalable digital and technology enabled
businesses, is pleased to announce that, as expected, it has today
completed a share swap with certain holders of equity in
BrandShield Limited ("BrandShield").
BrandShield is a threat intelligence company that provides a
solution from brand protection to online threat hunting. It was
established by industry professionals with a goal to develop
cutting-edge technology that will provide organisations with a
powerful solution to protect from various threats including social
phishing, counterfeit sales, brand abuse and other online fraud
activities. BrandShield has an increasing international blue-chip
client base including Fortune 500 and FTSE 100 companies which has
enabled it to continue to grow its incremental monthly retained
revenues. Prior to the share swap the Company, held approximately
8.95% of BrandShield's issued share capital and the Company
recently announced a subscription for $300,000 of Convertible Loan
Notes ("Loan Note"). The Company announced on 4 March 2019 that it
intended to acquire up to another 3.22% of the issued share capital
of BrandShield from certain existing shareholders (the "BrandShield
Vendors") with settlement to be made effective through the issuance
of TSI shares at a price of 0.1p each. TSI has agreed that the
actual percentage of BrandShield shares acquired in connection with
this transaction is 2.39% on the terms outlined for a total
consideration of GBP258,422.
TSI is pleased to announce that the share swap transaction has
been completed with settlement made effective through the issuance
of 258,422,061 shares in TSI ("Consideration Shares"), conditional
upon Admission (the "Share Swap"). As a result of the Share Swap,
TSI will hold 11.34% of the issued share capital of BrandShield.
The BrandShield Vendors participating in the Share Swap have agreed
that their Consideration Shares will be subject to a six-month
lock-in. The Company also has an option to invest up to a further
amount of $500,000 in BrandShield on the same terms as the existing
Loan Note.
In addition, the Board has agreed that 15,000,000 shares will be
issued at an issue price of 0.12 pence per share to a contractor of
the Company as part of a settlement of an outstanding contractual
obligation (the "Fee Shares").
Application will be made for the admission of the new
273,422,061 Ordinary Shares (representing the aggregate total of
the Consideration Shares and the Fee Shares) to trading on AIM
("Admission"), with Admission expected to take place on or around
29 April 2019.
Following Admission, the Company's issued share capital will
comprise 2,361,596,558 Ordinary Shares, each with voting rights.
The above figure of 2,361,596,558 Ordinary Shares 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 in their interest in, the share capital of
the Company under the Disclosure Guidance and Transparency
Rules.
Chairman of TSI, Andrew Lawley, said:
"The completion of this share swap in BrandShield is a further
demonstration of our belief that BrandShield is a key value driver
within the TSI portfolio. The Board may increase the Company's
holding in BrandShield by way of its option to invest a further
$500,000 as opportunities arise. The overwhelmingly positive
reception that BrandShield received on its recent investor roadshow
in London reinforces the Board's view that this is an incredibly
exciting growth opportunity that is entering a potentially highly
expansive period. We look forward to continuing to advise
BrandShield on its strategic growth opportunities."
This announcement contains inside information for the purposes
of article 7 of the Market Abuse Regulation (eu) 596/2014.
-Ends-
For further information please visit https://twoshields.co.uk/
or contact:
Two Shields Investments
Andrew Lawley plc +44 (0) 20 7236 1177
Spark Advisory Partners
Neil Baldwin / Andrew Limited
Emmott (Nominated Adviser) +44 (0) 20 3368 3554
Turner Pope Investments
(TPI) Ltd
Andy Thacker (Brokers) +44 (0) 20 3621 4120
Graham Herring / Miles IFC Advisory Ltd
Nolan / Zach Cohen (Financial PR) +44 (0) 20 3934 6630
Notes to Editors:
Two Shields Investments plc, the AIM quoted investment company
with a strategy to build a portfolio of high-quality investments in
fast growing, scalable digital and technology enabled businesses,
including those in the cyber security, e-commerce services and
consumer sectors. The Company has appointed an experienced Board of
Directors with a proven pedigree in the origination, acquisition,
development & sale of projects and creating value for
shareholders. The investment mandate covers unquoted and quoted
businesses, as well as direct project investment. Where appropriate
the Board will apply its extensive combined experience to directly
support investee businesses achieve their growth potential.
This information is provided by RNS, the news service of the
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contact rns@lseg.com or visit www.rns.com.
END
ACQIJMLTMBITBPL
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