TIDMTSI
RNS Number : 3951R
Two Shields Investments PLC
29 October 2019
29 October 2019
Two Shields Investments plc
("TSI", "Two Shields" or the "Company")
Placing and proposed Investments in BrandShield and WeShop
Two Shields Investments plc, the AIM quoted investment company
with a revised strategy focused on building a portfolio of
investments in fast growing disruptive markets including technology
metals, cyber security, e-commerce and technology enabled
businesses, is pleased to announce that it has raised GBP1,000,000
(gross) via an oversubscribed placing (the "Placing") with existing
and new investors of 1,000,000,000 new ordinary shares in the
Company (the "Placing Shares") at a price of 0.1p pence per Placing
Share ("the Placing Price") and 1 warrant for every 2 Placing
Shares subscribed exercisable at 0.2p for a period of twelve months
("the Placing Warrants") from 1 November 2019. The Placing was
undertaken by the Company's broker, Turner Pope Investments Ltd
("Turner Pope").
Overview
-- GBP1,000,000 (gross) raised via a placing of 1,000,000,000
new ordinary shares at 0.1p per share & issue of 500,000,000
warrants exercisable for twelve months from 1 November 2019 at 0.2p
per share
-- Investment from existing and new shareholders, including
entrepreneur Doug Barrowman and Hawk Investments
-- Placing proceeds will support the development of current
portfolio companies, including up to GBP400,000 to fund further
investment in BrandShield, an anti-counterfeiting, anti-phishing
and online brand protection solution and up to GBP400,000 in to
WeShop which is an innovative, digital social network platform
focused on the rapidly growing and highly valuable social
e-commerce sector.
The oversubscribed Placing has been undertaken with both
existing and new shareholders, including experienced investor Mr
Doug Barrowman, who has subscribed for 250,000,000 Shares which
will represent approximately 5.6% of the enlarged share capital of
the Company and Hawk Investments, which has also subscribed for
250,000,000 shares, which will also represent approximately 5.6% of
the enlarged issued share capital. The proceeds of the
oversubscribed Placing will be invested in line with the Company's
revised strategy to build a portfolio of investments in digital and
technology enabled assets and disruptive technologies. Of net
proceeds, the Company expects to invest up to:
i) GBP400,000 in BrandShield, an anti-counterfeiting,
anti-phishing and online brand protection solution; in which TSI
currently has a 11.34% shareholding and has also invested a further
US$300,000 in BrandShield by way of a convertible loan; and
ii) GBP400,000 into WeShop which is an innovative, digital
social network platform focused on the rapidly growing and highly
valuable social e-commerce sector, in which TSI currently has a
6.7% shareholding.
As was announced to the market on 4 March 2019, the Company
completed its investment of US$300,000 in BrandShield via a
convertible loan ("Convertible Loan"), which was entered into
between the Company and BrandShield on 29 March 2019 ("Closing
Date"). The Convertible Loan will convert in to equity 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"), and has a 2.5% coupon. An
Accelerated Conversion Event, shall include, inter alia, an IPO or
sale of BrandShield or BrandShield undertaking a qualified
fundraising round.
Pursuant to the Convertible Loan the Company had the right to
make a further investment of US$500,000 in BrandShield within a
period of 180 days from the Closing Date under the same terms of
the Convertible Loan.
The Company has negotiated with BrandShield for it to accept the
investment (pursuant to the terms of the Convertible Loan) of
GBP400,000 from TSI even though the 180-day period from the Closing
Date had expired. Furthermore, the Company has entered into an
option agreement with BrandShield ("the BrandShield Option")
whereby TSI will have the option to invest a further amount of up
to US$1,000,000 in BrandShield on the same terms as the Convertible
Loan. The BrandShield Option is valid for 9 months from signing of
any share purchase agreement. TSI will continue to seek to build
its stake in BrandShield and will continue to advise BrandShield on
strategic growth opportunities, including the preferred option to
achieve a listing on the AIM market of the London Stock Exchange in
early 2020.
The Company proposes to invest a further approximately
GBP400,000 in to WeShop by way of an equity investment. Following
the positive investor update from WeShop as announced by the
Company on 9 July 2019, the Board feels it is very much in the
interests of shareholders to continue to support this exciting
business as it approaches what we believe will be a highly
expansive period. The approximately GBP400,000 investment will take
our holding in WeShop from 6.7% to 8.24%.
About 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 continues 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.
About WeShop
WeShop is an innovative, digital social network platform focused
on the rapidly growing and highly valuable social e-commerce sector
forecast to become a US$350 billion market over the mid-term.
WeShop's digital platform enhances online shopping experiences by
combining social media's assets of reviews, likes, and shares with
an engaging retail e-commerce offering, specifically tailored to
the individual user. Users benefit from gaining access to thousands
of brands and millions of products on one platform plus a two-way
sharing of ideas with friends to participate in a rewards system;
brands/retailers benefit from increased sales and awareness.
Led by highly experienced and proven technology and retail
professionals James Sowerby, who previously led Global New Business
Development at Avon Cosmetics, the oldest and one of the most
successful global social selling networks, and non-executive
Chairman Matthew Hammond, who is Group Managing Director and CFO of
mail.ru, one of the largest internet companies in the Russian
speaking market.
WeShop recently delivered an investor update and the Board feels
it is in the interests of TSI shareholders to continue to support
this exciting business as it approaches what we believe will be a
highly expansive period.
WeShop has also launched phase 1 of its new rewards programme,
designed to drive ongoing engagement and retention of users by
enabling them to earn WeCoins(TM) for creation and distribution of
quality content, shopping through WeShop verified merchants, and
browsing. The WeCoins(TM) can be redeemed with over 100+ redemption
partners, including Uber, Spotify, Just Eat, Amazon, Starbucks and
many others. Phase 1 allows users to redeem their WeCoins(TM) for a
digital voucher. Phase 2 will allow users to redeem their live
WeCoin(TM) balance against products on WeShop, in combination with
cash. This creates a true ecosystem where WeCoins(TM) are earned
and redeemed within the platform.
Chairman of Two Shields, Andrew Lawley, said:
"I would like to welcome our new Investors and thank existing
investors for their continued support as Two Shields continues its
journey and transition into the next phase of development. I have
spent a considerable amount of time with both BrandShield and
WeShop and I am very excited about prospects and growth trajectory.
We look forward to further developments and I expect BrandShield
and WeShop to become the significant drivers of value within
TSI."
Admission and Total Voting Rights
The Shares were allotted on 28 October 2019. Application will be
made for the admission of the new Ordinary Shares to trading on AIM
("Admission"), with Admission expected to take place on or around 1
November 2019.
Following Admission, the Company's issued share capital will
comprise 4,445,172,896 Ordinary Shares, each with voting rights.
The above figure of 4,445,172,896 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.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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October 29, 2019 03:00 ET (07:00 GMT)
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