Restoration – Two Shields Investments plc
Trading on AIM for the under-mentioned securities was temporarily suspended. The suspension is lifted from 11/11/2020 7:30am, an announcement having been made and admission document having been published.
Two Shields Investments PLC
Proposed Acquisition of BrandShield Limited for £13.15m
Placing and Subscription to raise £3.2 million
Share Consolidation
Publication of Admission Document
Change of Name to BrandShield Systems plc
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, has announced today that it has conditionally agreed to acquire the shares in BrandShield Limited not currently held by TSI for an aggregate consideration of approximately £13.15 million. It also announces that the Company has at the same time raised approximately £3.2 million by way of a Placing from institutional and private investors including Dame Ann Gloag, and Subscriptions at 20p per share (following a proposed 200:1 share consolidation) to finance growth of the Enlarged Group. Subject to shareholders’ approval in general meeting, Admission will become effective, and dealings in the Enlarged Ordinary Share Capital, will commence on AIM on or around 1 December 2020. Full details are set out in the Admission Document which has been published and circulated to shareholders today.
BrandShield Key Strengths
BrandShield provides an end-to-end digital brand protection and online threat hunting solution to protect its customers from the financial costs and reputational damage suffered from phishing attacks, online fraud, executive impersonation or the sale of counterfeit goods online. Key strengths of the business include:
· End-to end SaaS delivered solution which detects potential threats, analyses them, prioritises them and is then able to take them down.
· Proprietary, AI-powered solution is constantly self-improving, using big data and algorithms to detect networks of fraudulent activity and counterfeiters.
· Products cover many types of online platforms including websites, marketplaces, social media, mobile apps and PPC ads.
· Extensive and growing list of clients, including Fortune 500 global brands, which present increasing cross-selling opportunities. Clients are from diverse range of sectors including financial services, pharmaceuticals, fashion, online, sports and entertainment.
· A fast growing subscription business, BrandShield grew annual recurring revenue (“ARR”) from $0.57 million at 31 December 2017 to $1.92 million at 31 December 2019, a CAGR of 83%.
· ARR from new business signed in H1 2020 almost equivalent to that signed in full year 2019. As of 30 September 2020 ARR was $2.5m.
· Company emerging stronger from Covid-19 which has led to a significant increase in on-line traffic and a corresponding increase in phishing and online fraud.
· The market in which BrandShield operates is experiencing rapid growth, from $5.3bn in 2018 to an estimated $12.9 billion in 2023, representing a 19.7% CAGR*
· The product is now highly developed and BrandShield is entering a marketing phase, funded by the £3.2 million placing and subscription announced today, in order to accelerate growth and capture what the board believes to be an exceptional opportunity.
*Source: MarketsandMarkets November 2018
Acquisition Highlights
· Conditional acquisition of shares in BrandShield not currently held by TSI for an aggregate consideration of approximately £13.15 million, to be satisfied by the issue of the Consideration Shares to the Vendors and the other BrandShield Shareholders.
· £3.2 million raised from institutional and private investors including Dame Ann Gloag, the co-founder of Stagecoach Group. This will finance growth of the Enlarged Group.
· The Acquisition, if completed, constitutes a reverse takeover of the Company under the AIM Rules for Companies.
· Proposed change of name from Two Shields Investments plc to BrandShield Systems Plc to reflect the business of the Enlarged Group.
· Proposed consolidation and subdivision of every 200 existing ordinary shares of £0.001 each into one New Ordinary Share of £0.01 each and one Deferred Share of £0.19 each.
· Admission document published and circulated to shareholders today.
· Subject to shareholders’ approval, admission will become effective, and dealings in the Enlarged Ordinary Share Capital, will commence on AIM on or around 1 December 2020.
Andrew Lawley, Chairman of TSI, commented: “We are delighted to announce the acquisition of BrandShield today. TSI revised its strategy in recent years to focus on increasing exposure to the high-growth, technology enabled investments within its portfolio, and today’s acquisition clearly illustrates the success of that strategy.
“In addition, we have raised £3.2 million in new funding to support BrandShield’s ambitious growth strategy. With BrandShield’s product now highly developed it is aiming to significantly increase sales & marketing activity to capitalise on the rapid growth within its industry, caused by an acceleration in digital transformation and associated online criminal activity.
“These significant developments position us for continued future success and are to the benefit of all shareholders.”
Yoav Keren, BrandShield CEO, said: “We are delighted to be joining the AIM market and to have successfully raised funds to accelerate our growth trajectory. The coronavirus crisis has been a coming of age for cybercriminals across the world, who are capitalising on the changes in consumer and work habits, such as the increases in online shopping and video conferencing. More and more companies are waking up to the dangers this presents to their businesses, customers and staff.
“This means the demand for BrandShield’s market-leading services, which can remove the online threats that cause companies significant financial and reputational damage, is only going to grow. Our listing will provide us with the investment to capitalise on this opportunity and deliver long-term value to our shareholders.”
