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1 Apr 2019 12:00
1 April 2019
Two Shields Investments plc
("TSI", "Two Shields" or the "Company")
Director Options
Two Shields Investments plc, the AIM quoted investment company with a strategy to build a portfolio of high-quality investments in fast growing and scalable digital and technology enabled businesses, announces that on 1 April 2019, share options (the "Options") over ordinary shares of 0.1p each in the capital of the Company ("Shares") were granted to the Company's Directors as set out below.
The Board is also acutely aware of the requirement to align Directors' incentives with value delivered to the Company's shareholders. As such Directors' remuneration packages will focus on equity-based rewards, through the issue of options, with a commensurate and significant reduction in the salaried element.
Pursuant to the resolutions approved at a General Meeting of the Company held on 20 December 2018, 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 now issued a total of 300,000,000 options to directors. These options only vest, in equal proportion, once the 90-day volume weighted average price ("VWAP") of the Shares exceeds 0.18p and 0.24p respectively (which represent prices approximately 71% and 129% higher than the closing mid-market share price of 0.105p on Friday 29 March 2019) as set out below:
Name of Director
| Number of Options granted
| Exercise Price | Vesting Conditions | End of Exercise Period |
Andrew Lawley | 100,000,000 | 0.12p | 50,000,000 once 90-day VWAP share price of 0.18p is achieved, and 50,000,000 once a 90-day VWAP share price of 0.24p is achieved
| 3 years from the date of issue |
Sandy Barblett | 100,000,000 | 0.12p | 50,000,000 once a 90-day VWAP share price of 0.18p is achieved and 50,000,000 once a 90-day VWAP share price of 0.24p is achieved
| 3 years from the date of issue |
John Taylor | 100,000,000 | 0.12p | 50,000,000 once a 90-day VWAP share price of 0.18p is achieved and 50,000,000 once a 90-day VWAP share price of 0.24p is achieved
| 3 years from the date of issue |
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:
Andrew Lawley | Two Shields Investments plc | +44 (0) 20 7236 1177
|
| ||
Neil Baldwin / Andrew Emmott | Spark Advisory Partners Limited (Nominated Adviser)
| +44 (0) 20 3368 3554 |
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Andy Thacker | Turner Pope Investments (TPI) Ltd (Brokers)
| +44 (0) 20 3621 4120 |
| ||
Graham Herring / Miles Nolan / Zach Cohen | IFC Advisory Ltd (Financial PR) | +44 (0) 20 3934 6630
| |||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||||
a) | Name | Andrew Lawley | ||||||||
2 | Reason for notification | |||||||||
a) | Position / status | Director | ||||||||
b) | Initial notification /Amendment | Initial | ||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
a) | Name | Two Shields Investments plc | ||||||||
b) | LEI | 213800K5AXTQDWB6BP80 | ||||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 0.1p (£0.001) each in the capital of Two Shields Investments plc ISIN GB00BYQ5L258
| ||||||||
| Nature of the transaction | Grant of options | ||||||||
| Price(s) and volumes(s) |
| ||||||||
d) | Aggregated information - Aggregated volume - Aggregated price |
100,000,000 0.12p | ||||||||
e) | Date of the transaction | 1 April 2019 | ||||||||
f) | Place of the transaction | Outside a trading venue | ||||||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Sandy Barblett | ||||
2 | Reason for notification | |||||
a) | Position / status | Director | ||||
b) | Initial notification /Amendment | Initial | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Two Shields Investments plc | ||||
b) | LEI | 213800K5AXTQDWB6BP80 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 0.1p (£0.001) each in the capital of Two Shields Investments plc ISIN GB00BYQ5L258
| ||||
| Nature of the transaction | Grant of | ||||
| Price(s) and volumes(s) |
| ||||
d) | Aggregated information - Aggregated volume - Aggregated price |
100,000,000 0.12p | ||||
e) | Date of the transaction | 1 April 2019 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | John Taylor | ||||
2 | Reason for notification | |||||
a) | Position / status | Director | ||||
b) | Initial notification /Amendment | Initial | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Two Shields Investments plc | ||||
b) | LEI | 213800K5AXTQDWB6BP80 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 0.1p (£0.001) each in the capital of Two Shields Investments plc ISIN GB00BYQ5L258
| ||||
| Nature of the transaction | Grant of options | ||||
| Price(s) and volumes(s) |
| ||||
d) | Aggregated information - Aggregated volume - Aggregated price |
100,000,000 0.12p | ||||
e) | Date of the transaction | 1 April 2019 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
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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