Brandshield Systems PLC Award of Director Options; Issues of equity (7785L)
January 15 2021 - 2:00AM
UK Regulatory
TIDMBRSD
RNS Number : 7785L
Brandshield Systems PLC
15 January 2021
15 January 2021
BrandShield Systems plc
("BrandShield", or the "Company")
Award of Director Options
Issues of equity
BrandShield Systems plc (AIM: BRSD), a leading provider of
cybersecurity solutions from brand protection to online threat
hunting, announces that on 14 January 2021 it conditionally awarded
share options over ordinary shares of GBP0.01 to a Director (the
"Director Options"). The Director Options are outlined in the table
below. In addition, the Company has allotted 100,000 ordinary
shares to SPARK Advisory Partners Limited in part-settlement of
fees relating to the recent Reverse Takeover Transaction undertaken
(the "Fee Shares"). The Company has also received a subscription
notice exercising warrants over 34,594 new ordinary shares
("Warrant Shares").
The Board is acutely aware of the requirement to align
directors' incentives with value delivered to the Company's
shareholders. Pursuant to the resolutions approved at a General
Meeting of the Company held on 27 November 2020, the Board has been
authorised to grant share incentives to its directors and senior
management with the approval of its remuneration committee. The
Company advises that it has issued a total of 500,000 Director
Options to the Chief Financial Officer, Ravit Freedman.
The 500,000 Director Options have an exercise price of GBP0.25
and the following vesting conditions:
-- 25% of the options will vest after 12 months from date of grant.
-- 1/16th of the total options will vest quarterly between 12
months from date of grant to 4 years from date of grant.
The issue of Director Options is outlined below:
Name of Director Number Exercise Vesting Conditions End of Exercise
/ PDMR of Options Price Period
granted
Ravit Freedman 500,000 GBP0.25 25% after 12 10 years
(CFO) months from grant. from date
1/16(th) of total of issue.
every quarter
for a further
3 years. Subject
to 30 days' notice
period to ITA.
------------ --------- -------------------- ----------------
Agreement to Issue Fee Shares
The Company has allotted 100,000 Fee Shares to SPARK Advisory
Partners Limited at the recent placing price of 20p per share in
relation to part settlement of fees from the recent Reverse
Takeover Transaction. The new Ordinary Shares issued will be
credited as fully paid and will rank pari passu in all respects
with the existing Ordinary Shares in the capital of the Company,
including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares.
Application has been made for the Fee Shares to be admitted to
trading on AIM ("Admission") and it is expected that Admission will
occur on or around 21 January 2021.
Exercise of Warrants
The Company received subscription notices on 14 January 2021
exercising 34,594 warrants to subscribe for new ordinary shares in
the Company at an exercise price of 20 pence per Warrant Share.
Application has been made for the Warrant Shares to be admitted to
trading on AIM ("Admission") and it is expected that Admission will
occur on or around 21 January 2021.
Total Voting Rights
Upon Admission of the Fee Shares and Warrant Shares, the
Company's issued share capital will consist of 114,271,126 Ordinary
Shares with one voting right each. The Company does not hold any
Ordinary Shares in treasury. Therefore, the total number of
Ordinary Shares and voting rights in the Company will be
114,271,126. With effect from Admission, 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.
This announcement contains inside information for the purposes
of article 7 of the Market Abuse Regulation (eu) 596/2014
-Ends-
Yoav Keren, CEO BrandShield Systems plc T : 020 3143 8300
Neil Baldwin Spark Advisory Partners T: +44 (0) 20 3368 3554
Limited
(Nominated Adviser)
Robert Emmet Optiva Securities Limited
(Broker) T: +44 (0) 20 3137 1902
About BrandShield
BrandShield is a provider of cybersecurity solutions from brand
protection to online threat hunting. BrandShield detects online
threats and takes them down. The Company's client base is a growing
list of organisations including Fortune 500 and FTSE100 companies.
By utilising AI and big-data analysis, BrandShield monitors,
detects, and removes online threats facing companies. These threats
include social phishing, executive impersonation, fraud, brand
abuse, and counterfeits. For more information, visit
www.brandshield.com
1 Details of t he p erson disc harging managerial responsib
ilities / p erson closely associated
a) Name Ravit Freedman
-------------------------- ----------------------------------------
2 Reason for notification
--------------------------------------------------------------------
a) Position / status Director
-------------------------- ----------------------------------------
b) I nitial notification Initial
/Amendment
-------------------------- ----------------------------------------
3 Details of t he issu er, e mission allow a n ce m a r k et
participan t, au ct ion plat for m, au ction eer or auc tion
monitor
--------------------------------------------------------------------
a) Name BrandShield Systems Plc
-------------------------- ----------------------------------------
b) LEI 213800K5AXTQDWB6BP80
-------------------------- ----------------------------------------
4 Details of t he t ransact ion (s): section to be re p eated
for ( i) e a ch type of instr u m e n t; (ii) each type of
transac tion; (iii) each date; and ( iv) each place w h ere
transactions have b een condu cted
--------------------------------------------------------------------
a) Description of the Ordinary shares of 1p (GBP0.01) each in
financial instrument, the capital of BrandShield Systems Plc
t ype of instrument ISIN GB00BM97CN29
I d e ntification
code
-------------------------- ----------------------------------------
Nature of the transaction Grant of options
-------------------------- ----------------------------------------
Price(s) and volumes(s) Price(s) Volume(s)
GBP0.25 500,000
----------
-------------------------- ----------------------------------------
d) Aggregated information
- Aggregated volume 500,000
- Aggregated price GBP0.25
-------------------------- ----------------------------------------
e) Date of the transaction 14 January 2021
-------------------------- ----------------------------------------
f) Place of the transaction Outside a trading venue
-------------------------- ----------------------------------------
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END
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