TSI.L Regulatory News (TSI)

27 November 2020

Two Shields Investments plc

("TSI", "Two Shields" or the "Company")

Result of General Meeting

Two Shields Investments plc is pleased to announce that at the Company's General Meeting held earlier today, all resolutions put to the meeting were duly passed, including approving the acquisition of the shares in BrandShield Limited ("BrandShield") not currently held by TSI.

The table below sets out the results of the voting on the resolutions :

Notes :

(1) Any proxy appointments which gave discretion to the Chairman have been included in the "for" total.

(2) As a percentage of the aggregate of votes "for" plus votes "against".

(3) An abstention is not counted towards the votes cast "for" or "against" a resolution.

Share Consolidation and subdivision

Following the passing of all resolutions, 69 ordinary shares of 0.1p each have today been allotted at par and the aggregate 6,477,011,200 ordinary shares will be consolidated at 6.00 p.m. this evening into 32,385,056 new ordinary shares of 20p. Each of these new ordinary shares of 20p will be sub-divided into 32,385,056 new ordinary shares of 1p ("New Ordinary Shares") and 32,385,056 deferred shares of 19p.

 Application has been made for the 32,385,056 New Ordinary Shares to be admitted to trading on AIM ("First Admission"). First Admission is expected to take place on 30 November 2020.

The allotment of (i) 65,751,476 Consideration Shares in relation to the Acquisition, (ii) the 14,900,000 Placing Shares and (iii) the 1,100,000 Subscription Shares is expected to take place on 30 November 2020. Application has been made for the Consideration Shares, Placing Shares and Subscription Shares to be admitted to trading on AIM ("Second Admission"), and Second Admission is expected to take place on 1 December 2020.

Concert Party holding

Following Second Admission the Concert Party will hold 62,866,822 New Ordinary Shares which represents 55.10 per cent of the Enlarged Ordinary Share Capital, as set out below.

¹ relate to options yet to be issued to Yoav Keren and Yuval Zantkeren under the LTIP.

² New Unapproved Options relate to options to be issued to Zar Amrolia.

³Assuming only options and warrants held by members of the Concert Party are exercised.

In aggregate the Concert Party could become interested in a maximum of 82,923,546 Ordinary Shares, representing approximately 61.80 per cent. of the Enlarged Ordinary Share Capital.

Total Voting Rights

The Company's total issued share capital, following Second Admission on 1 December 2020, will be 114,136,532 ordinary shares. As the Company does not hold any shares in Treasury, this figure 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 to their interest in, the share capital of the Company following Second Admission.

Change of Name

The name of the Company will be changed to BrandShield Systems Plc, with effect from First Admission. Additionally, the Company's AIM symbol will be changed to BRSD and its website address will be changed to www.brandshield.com following the change of name being registered at Companies House.

Following Second Admission the ISIN code and SEDOL code for the Company's shares will change to GB00BM97CN29 and BM97CN2 respectively.

Change of accounting year end

As set out in the Admission Document the Company proposes to change its accounting year end from 31 March to 31 December. The next set of published accounts will be for the period ended 31 December 2020.

Appointment of new directors

Each of Azriel Moscovici, Yoav Keren, Yuval Zantkeren, Ravit Freedman and Dr. Zarthustra Jal Amrolia will be appointed to the Board of the Company effective from Second Admission on 1 December.

Further information in relation to the Directors

Azriel Moscovici (Chairman) aged 56

Biography

Uzi is an experienced manager and technologist with considerable knowledge in information, communications and cyber technology. Uzi is currently the Chief Executive of Waveguard, an intelligence and offensive cyber company based in Tel Aviv. Prior to that appointment he was Vice President of the Missile Systems division of Israeli Aviation Industries. He is also a Major General (reserves) and the former head of the Israeli Defence Force's Cyber Defence and IT directorate. In that position he was responsible for IT architecture, communications, software, computing centres, cryptography, spectrum and cyber defence.

Before that Uzi was a commander of front line units up to Divisional level. Uzi qualified as an aerodynamics engineer and holds an MSc. in Strategy and an MBA.

Current directorships

· Tair Accountancy & Law Ltd.

· Canzon Israel Ltd.

Previous directorships held in the last 5 years

· Romidot Ltd.

Yoav Keren (Chief Executive) aged 48

Biography

Yoav was a co-founder and CEO of Domain The Net Technologies Limited, which was founded in 2000 and is the largest domain name registrar in Israel. Yoav has 24 years of experience in financial management, marketing and business development. He was a Council Member at the Internet Corporation for Assigned Names and Numbers ("ICANN"), an American multi-stakeholder group and non-profit organisation responsible for coordinating the maintenance and procedures of several databases related to the domain names and numerical spaces of the Internet, ensuring the network's stable and secure operation. He is a member of the anti-counterfeiting committee at the International Trademark Association and a Non-executive Director of WeShop, a digital social network platform focused on the e-commerce sector.

Prior to this, Yoav was a Senior Advisor to a minister in the Israeli government and was head of the Technology branch of the Israeli military's Information Security Department. He holds an MBA from the Kellogg & Recanati business schools (Northwestern University & Tel-Aviv University), and a B.A. in Economics and Physics from the Tel-Aviv University. Yoav is the cousin of Yuval Zantkeren. Yoav is a member of the Concert Party.

Current directorships

· Domain The Net Technologies Ltd.

· The Hebrew Domain Name Registry Ltd.

· Domain Services Ltd.

· Purity Names Inc.

Previous directorships held in the last 5 years

· N/A

Following Second Admission Mr Keren will hold 11,888,670 New Ordinary Shares (comprising 10.41 per cent. of the Enlarged Ordinary Share Capital) and Replacement Options over 1,229,883 New Ordinary Shares.

Yuval Zantkeren (Chief Technology Officer) aged 48

Biography

Yuval was a co-founder, co-CEO and Chief Technology Officer of Domain The Net Technologies Limited, which was founded in 2000 and is the largest domain name registrar in Israel. Yuval is an internet information systems expert. Has 22 years of experience in managing software development and web development, specialising in domain name systems and international domain name systems.

Yuval was a member of the Government Advisory Committee at ICANN for Israel. He holds an LLB degree in Law (and is a qualified lawyer), earned a Business Administration degree Cum Laude specialising in Information Technology and holds a Bachelor's degree in Computer Science from IDC Herzliya. Yuval is a member of the Concert Party.

Current directorships

· Domain The Net Technologies Ltd.

· The Hebrew Domain Name Registry Ltd.

· Domain Services Ltd.

· Purity Names Inc.

Previous directorships held in the last 5 years

· N/A

Following Second Admission Mr Zantkeren will hold 11,888,670 New Ordinary Shares (comprising 10.41 per cent. of the Enlarged Ordinary Share Capital) and Replacement Options over 1,229,883 New Ordinary Shares.

Ravit Freedman (Chief Financial Officer) aged 46

Biography

Ravit has over 20 years of experience acting as CFO, Financial Controller, VP Finance and Auditor in a range of sectors including internationally focused technology companies. She is a Certified Public Accountant and holds a Masters of Law (LLM) from Bar-Ilan University. She started her career as an auditor with Arthur Anderson before acting as CFO for a number of early stage companies. From 2002 to 2009 she was Financial Controller of RDT Group which by then had turnover of tens of millions of USD.

More recently she was CFO of The Port of Tel Aviv and VP Finance for KiloLambda Technologies Limited which was acquired by Elbit Systems Ltd. Earlier this year she has been a Temporary Financial Controller for an International Hi Tech Company in the Cyber Security Sector.

Current directorships

· N/A

Previous directorships held in the last 5 years

· N/A

Dr. Zarthustra Jal Amrolia (Non - Executive Director) aged 57

Biography

Zar is co-CEO of XTX Markets, a leading quantitative-driven electronic market-maker partnering with counterparties, exchanges and e-trading venues globally to provide liquidity in the Equity, FX, Fixed Income and Commodity markets. Zar has over 25 years of experience in the investment banking industry. He started his career at Credit Suisse before joining Deutsche Bank. He became a Partner Managing Director at Goldman Sachs. Following this, Zar was also Global Head of FX and then Co-Head of FICC at Deutsche Bank. Zar holds a BSc in Physics from Imperial College, London and a PhD in mathematics from Oxford University. Zar is a member of the Concert Party.

Current directorships

· XTX Markets Trading Limited

· XTX Markets Limited

· XTX Holdings (UK) Limited

· XTX Markets Technologies Limited

· XTX Investments Limited

· XTX Investments UK Limited

· XTX Holdings Limited

· Linear Technology Solutions Limited

· Waverton Property LLP

Previous directorships held in the last 5 years

· XTX Topco Limited

· XTX Midco Limited

Following Second Admission Mr Amrolia will hold 1,348,689 New Ordinary Shares (comprising 1.18 per cent. of the Enlarged Ordinary Share Capital) and Options under the New Unapproved Options over 240,000 New Ordinary Shares.

Save for the above, there is no further information that is required to be disclosed in accordance with Rule 17 and paragraph (g) of Schedule 2 of the AIM Rules for Companies with respect to these appointments.

In addition, Andrew Lawley and Sandy Barblett will step down from the board following Second Admission on 1 December 2020.

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the announcement of 11 November 2020.

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: