Two Shields Investments PLC Investment into BrandShield (2849S)
November 05 2019 - 3:36AM
UK Regulatory
TIDMTSI
RNS Number : 2849S
Two Shields Investments PLC
05 November 2019
Two Shields Investments plc
("TSI", "Two Shields" or the "Company")
Investment into BrandShield
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 it has completed its
proposed investment of US$500,000 (GBP388,350 at an exchange rate
of GBP1=$1.2875)) in BrandShield Limited ("BrandShield"). TSI also
has the right to invest a further $1,000,000 on the same terms
under the BrandShield Option, as set out more fully in the
announcement of 29 October 2019.
The investment has been made by way of subscription to a
Convertible Loan Note ("CLN") in which the Company has already
invested $300,000 as announced on 4 March 2019. The CLN has been
extended to allow this further investment of $500,000, and to
provide an option for TSI to invest up to a further $1,000,000
within 9 months of Monday 4 November 2019 (the "Closing Date").
TSI currently has a 11.34% shareholding in BrandShield in
addition to the CLN subscriptions. Should TSI's $800,000 of CLN
convert in to equity, TSI's holding in BrandShield will increase to
approximately 16%, rising to approximately 21.5% in the event of
the Company exercising its further $1,000,000 option at the same
price.
As has been previously outlined, the CLN bears a coupon of 2.5%
and will convert on the Maturity Date, that being the second
anniversary of the Closing Date unless an accelerated conversion
event occurs on an earlier date ("Accelerated Conversion Event").
An Accelerated Conversion Event shall include, inter alia, an IPO
or sale of BrandShield or BrandShield undertaking a qualified
fundraising round. The price at which the CLN converts into
BrandShield shares will be the lower of (i) $59.54 per BrandShield
share and (ii) at a 20% discount to the valuation per share at the
conversion point.
TSI previously announced that BrandShield's preferred strategic
trajectory would involve a public listing on a recognised Stock
Exchange, preferably an AIM listing, in the early part of 2020. TSI
is actively assisting BrandShield in such an undertaking and will
seek to maximise the value gained to TSI shareholders should that
liquidity event materialise.
BrandShield's latest accounts showed assets of 11,551,991 NIS
(New Israeli Shekels) as at 31 December 2018 and a loss of
4,928,907 NIS for the period January to December 2018.
BrandShield
BrandShield was established by brand protection industry
professionals with a goal to develop cutting-edge technology that
will provide organisations a powerful solution to manage and
protect their brand online. Backed by Israel's Innovation Authority
and with an R&D centre based in Israel, the company is
committed to a continuous development of a solution that meets the
needs of all sizes of entities from small companies to large
enterprises.
In calendar year 2018 BrandShield increased its Annual Recurring
Revenue ("ARR") by 112%. This growth trend has continued strongly
in 2019 with a year to date performance of approximately 50% ARR
growth. Average revenue per client increased significantly in 2018
as a result of the introduction of BrandShield's new online threat
hunting and social anti-phishing solutions, with 13% of the new
business coming from existing customers' expansion. BrandShield has
continued to win a number of high-profile global customers in
2019.
Yoav Keren, founder and CEO of BrandShield said, "Our continuing
focus on Online Threat Hunting has generated excellent interest
from a number of high-profile clients and potential customers
throughout 2019. We have continued to acquire significant mandates
from companies, many operating globally, including one of the
world's largest online travel agencies. The pharmaceutical sector
has also been a strong course of clients and one in which huge
opportunities exist to penetrate further given the branded
segmentation within and across the major players. Such clients add
to the existing blue-chip customer base of customers such as
Microsoft, New-Balance, Levi's and Abbott."
The additional funding provided by TSI will allow BrandShield to
conduct more aggressive marketing as we seek to achieve ever more
market share in the lead up to our intended public listing in
2020."
Andrew Lawley, Chairman of TSI said, "The Board is delighted to
have been able to reinforce the investment in BrandShield following
our recent fundraise. We see BrandShield as a pivotal value driver
in the TSI portfolio and we very much look forward to assisting it
reach its full potential. We endorse the management's strategy of
seeking a public listing in the coming months and we will seek to
continue to build our exposure to BrandShield in the anticipated
build up to that event. We are hugely encouraged by the continued
growth in all aspects of BrandShield, reflected through strong
increases in Annual Recurring Revenue, sales pipeline size and
average client deal size."
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 +44 (0)20 3143
Andrew Lawley plc 8300
Spark Advisory Partners
Limited +44 (0) 20 3368
Neil Baldwin / Andrew Emmott (Nominated Adviser) 3554
Turner Pope Investments
Ltd +44 (0) 20 3657
Andy Thacker / Zoe Alexander (Broker) 0050
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.
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contact rns@lseg.com or visit www.rns.com.
END
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