Schedule One - Two Shields Investments PLC | RNS | Ticker

Schedule One - Two Shields Investments PLC

RNS Announcement

RNS Number : 9688E

AIM

11 November 2020

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Two Shields Investments plc ("TSI", the "Company")

The Company is proposing to change its name to "BrandShield Systems PLC upon completion of a reverse takeover of BrandShield Ltd ("BrandShield"), together the Enlarged Group

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered Office: Hyde Park House, 5 Manfred Road, London, United Kingdom, SW15 2RS

Trading address: BrandShield Ltd, 81 Sokolov St., Ramat-Hasharon, Israel 4723806

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.twoshields.co.uk

with effect from admission - www.brandshield.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

TSI is currently an investing company with an investing policy of making direct and indirect investments in order to build a portfolio of investments focused on fast growing and scalable digital and technology enabled businesses. On Admission, it will become an operating company with BrandShield becoming the Enlarged Group's sole operating business.

TSI's existing portfolio includes a c11% equity interest in BrandShield (c.20% fully diluted) which is had built up over the last two years.

BrandShield provides an end-to-end digital brand protection and online threat hunting service for its customers. BrandShield's products seek to protect its customers from the financial costs and reputational damage caused to them by phishing and fraud, executive impersonation, or the sale of counterfeits online. BrandShield's customers experience cyber fraud through websites masquerading as them/using their brand, social media based phishing and fraud, counterfeit sales on ecommerce marketplaces. BrandShield is based in Israel and serves customers worldwide, primarily in the USA.

TSI's legacy portfolio will be retained. TSI has no ongoing obligations to fund these assets. Opportunities to dispose of these assets over time will be considered.

Post Admission, the Enlarged Group (proposed to be renamed BrandShield Systems PLC) will operate in the digital brand protection and online threat hunting space.

The proposed acquisition by the Company of the entire issued share capital of BrandShield comprises a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

114,136,532 Ordinary Shares of £0.01 each in the capital of the Company (following a 200:1 share consolidation)

Issue price per Ordinary Share: 20 pence per share

No shares will be held in treasury at Admission

There are no restrictions as to transfers.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: £3.2 million

Market capitalisation at the issue price: c£22.8 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

c57.8%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Existing Directors

Andrew Robin Lawley - Independent Non-Executive Chairman

Alexander (Sandy) John Barblett - Independent Non-Executive Director

John Edward Taylor - Independent Non-Executive Director

On Admission it is intended that Andrew Lawley and Sandy Barblett will leave the Board and the following individuals will be appointed to the Board:

Azriel "Uzi" Moskovici - Independent Non-Executive Chairman

Yoav Keren - Chief Executive

Yuval Zantkeren - Chief Technology Officer

Ravit Freedman - Chief Financial Officer

Dr. Zar Amrolia - Independent Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	Percentage pre- Admission	Percentage post-Admission
Spreadex	12.8%	3.6%
Hargreaves Lansdown Asset Management	9.6%	<3%
Mr R Griffiths	9.5%	<3%
Jarvis Investment Management	6.5%	<3%
Hawk Investments	4.5%	<3%
Interactive Investor	4.2%	<3%
Keeill Ltd	3.9%	<3%
Halifax Share Dealing Services	3.8%	<3%
Barclays Nominees	3.2%	<3%
Mr J Carter	3.0%	<3%
Yoav Keren	-	10.4%
Yuval Zantkeren	-	10.4%
David Fridman	-	5.2%
New Enterprise Ltd	-	10.0%
Afterdox and Afterdox Partners	-	8.8%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) The accounting reference date of the Company is 31 March. It is proposed that post Admission the accounting year end will be changed to 31 December.

(ii) Audited annual accounts to 31 March 2020 for Company; 30 June 2020 (unaudited interims) for BrandShield.

(iii) Six months interim accounts to 30 September 2020 (by 31 December 2020); 9 months audited accounts to 31 December 2020 (by 30 June 2021); 6 months interim accounts to 30 June 2021 (by 30 September 2021).

EXPECTED ADMISSION DATE:

1 December 2020

NAME AND ADDRESS OF NOMINATED ADVISER:

SPARK Advisory Partners Limited

5 St John's Lane

Farringdon

London EC1M 4BH

NAME AND ADDRESS OF BROKER:

Brokers to the Placing are:

Optiva Securities Limited

49 Berkeley Square

London WlJ SAZ

Mirabaud Securities Limited

5^th Floor

10 Bressenden Place

London SW1E 5DH

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Copies of this document will be available free of charge to the public during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of SPARK Advisory Partners, 5 St John's Lane, London, EC1M 4BH in accordance with the AIM Rules. This document will also be available for download from the Company's website at www.twoshields.com up to Admission and at www.brandshield.com post Admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Enlarged Group will adopt the QCA Corporate Governance Code, as published by the Quoted Companies Alliance.

DATE OF NOTIFICATION:

11 November 2020

NEW/ UPDATE:

NEW

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RNS metadata

Title: Schedule One - Two Shields Investments PLC
Time: 09:30:07
Date: 11 Nov 2020
Category: Capital structure
ID: 9688E