3 Mar 2020 11:23
3 March 2020
Two Shields Investments plc
("TSI" or the "Company")
Further investment in BrandShield
Two Shields Investments plc, the AIM-quoted company focused on building a portfolio of investments in fast-growing markets including cybersecurity, e-commerce and technology-enabled businesses, is pleased to announce it has signed a commitment to invest a further US$1,000,000 in BrandShield Limited ("BrandShield") via an extended subscription to the existing Convertible Loan Note ("CLN"). TSI currently has an 11.34% shareholding in BrandShield in addition to our CLN subscriptions outlined below.
Convertible Loan
TSI has already invested US$800,000 in BrandShield via a CLN dated 29 March 2019 ("the Closing Date"). Should this, and the additional commitment of US$1,000,000 of CLN convert into equity, TSI's holding in BrandShield will increase to approximately 20.5%. TSI announced on 29 October 2019 that it had secured an option to invest a further $1,000,000 in the CLN within a 9-month period. It is under this option that the current investment is being committed.
The CLN will convert into equity on the Maturity Date, being the second anniversary of the Closing Date unless an accelerated conversion event occurs on an earlier date ("Accelerated Conversion Event"). The CLN 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.
Update on the progress of BrandShield
With the assistance of the Company, BrandShield is making good progress towards its goal of listing on the AIM Market of the London Stock Exchange. BrandShield has previously announced an intention to list in Q2 2020 and this remains the firm objective.
The new investment will be used to increase marketing and sales efforts. Given the scalability of BrandShield's technology platform, TSI believes that the extra investment will help BrandShield grow rapidly. This expectation is based on BrandShield's successful performance over the last two years. In 2018, BrandShield increased its Annual Recurring Revenue ("ARR") by 112%, and in 2019. ARR rose by a further 70%.
The growing and global nature of online threats such as social phishing creates a major opportunity for BrandShield as organisations seek to protect themselves and their customers. As well as seeing increasing spend from existing accounts, BrandShield has broadened its client base with sectors now covered that include major companies in financial services, pharmaceuticals, fashion, software, sports, entertainment, consumer products, and industrials.
For the first time, BrandShield has utilised its market-leading technology to protect political campaigns and candidates from a growing range of online threat through the launch of ElectionShield. The new product was officially launched at one the World's leading cybersecurity events at the RSA Conference in San Francisco last month. ElectionShield was developed to protect political campaigns around the World from threats, such as fraudulent fundraising sites; phishing; social phishing; and impersonation.
CEO and Founder of BrandShield, Yoav Keren, said: "The anticipated investment in BrandShield will allow us to capture the many exciting market opportunities we see. The recent launch of ElectionShield demonstrates how we can scale our market-leading proprietary technology, and open up whole new sectors for our services which range from brand protection to online threat hunting."
Chairman of TSI, Andrew Lawley, said: "Given the excellent growth that BrandShield is delivering, and the progress it is making towards its AIM listing, we believe this investment will prove very attractive for our shareholders. The management team at BrandShield, led by Yoav, have consistently demonstrated their ability to rapidly grow the business, delivering material value enhancement. The next 6 months should prove to be an incredibly exciting time for TSI and I look forward to updating the market on further progress and developments."
-Ends-
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014.
For further information please visit https://twoshields.co.uk/ or contact:
Andrew Lawley | Two Shields Investments plc | +44 (0)20 3143 8300 |
Neil Baldwin / Andrew Emmott | Spark Advisory Partners Limited (Nominated Adviser) | +44 (0) 20 3368 3554 |
Andy Thacker / Zoe Alexander
| Turner Pope Investments Ltd (Joint Broker) | +44 (0) 20 3657 0050
|
Robert Emmett | Optiva Securities Limited (Joint Broker) | +44 (0) 20 3137 1902 |
Robin Tozer / Bob Huxford
| Newgate Communications | +44 (0) 203 757 6880 |
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.