TSI.L Regulatory News (TSI)

10 March 2020

Two Shields Investments plc

("TSI", or the "Company")

Share Swap with WeShop Limited shareholder

Two Shields Investments plc is pleased to announce that it has today signed a Share Exchange Agreement, pursuant to which, a shareholder of WeShop Limited ("WeShop") (a TSI investee company) has conditionally agreed to swap their shares in WeShop for the issue and allotment of new Ordinary Shares in TSI (the "Consideration Shares") (the "Share Swap"). 

TSI is an AIM-quoted company focused on building a portfolio of investments in fast-growing markets including cybersecurity, e-commerce and technology-enabled businesses, including WeShop.

About WeShop

WeShop is an innovative, digital social network platform focused on the rapidly growing and highly valuable social e-commerce sector. This sector is forecast to become a US$350 billion market over the mid-term. WeShop's digital platform enhances online shopping experiences by combining social media assets, including reviews, likes, and shares with an engaging retail e-commerce offering. This offering is specifically tailored to the individual user. 

WeShop users benefit from gaining access to thousands of brands and millions of products on one platform plus a two-way sharing of ideas with friends to participate in a rewards system. Brands and retailers benefit from increased sales and awareness. Retail partnerships with major brands and retailers including ASOS, Harrods, Nike, Tesco and Boots have already been established, and as a result WeShop has a firm foundation for future growth.

The Share Swap

The Share Swap will be completed with settlement made effective through the issuance by TSI of the 615,588,235 Consideration Shares, conditional upon Admission. These shares comprise 10.5% and 9.5% of the current and enlarged issued share capital respectively. On completion of the Share Swap, TSI will increase its holding in WeShop from 7.57% to 10.7% of the issued share capital of WeShop. TSI will acquire 140,000 shares currently in issue from Mr Richard Griffiths, a WeShop shareholder, taking TSI's holding to 508,809 shares. WeShop has conducted fundraising activities over the last 12 months at £5.98 per WeShop share, including most recently in November 2019, in which TSI acquired 66,890 shares for consideration of £400,002.20. On this basis, the current Share Swap represents an implied issue price of circa 0.136p per Consideration Share. The WeShop vendor participating in the share swap has agreed that the Consideration Shares will be subject to a 6-month lock-in with a further 6-month period of orderly market restrictions.

As the Company announced on 19 December 2019, WeShop has made considerable progress since TSI first invested at £5.98 per WeShop share in July 2018. WeShop progress includes:

· Term sheets signed for a pre-IPO funding round of £2.0m with cornerstone investment of £0.5m by EQUI Capital Partners - a technology investment firm co-founded by Steve Wozniak and Doug Barrowman.

· IPO planned for Q2 2020 subject to market conditions

· Paul Ellerbeck formerly of DMGT PLC and LDC, appointed as Chief Executive Officer of WeShop

· WeShop continues to complete its roadmap in anticipation of a global launch in 2020

· 2019 has been a year of progress including key commercial deals with Amazon, Instagram, iTunes and many more to enable WeShop to be largest retail platform in the UK by product count, currently up to 150m which is 15x the size of Google Shopping

· Social Commerce continues to be undefined by any one platform with largest deal of the year completed between Mail.RU, Alibaba, Megafon and the Russian Direct Investment Fund

Application will be made for the admission of 615,588,235 new Ordinary Shares to trading on AIM ("Admission"), with Admission expected to take place on 16 March 2020.

In the year ended 31 March 2019, WeShop reported an unaudited loss of £2,701,634. The net asset value of WeShop at 31 March 2019 was (£2,211,123).

Following Admission, the Company's issued share capital will comprise 6,477,011,131 Ordinary Shares, each with voting rights. The above figure of 6,477,011,131 Ordinary Shares 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 in their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules.

Paul Ellerbeck, CEO of WeShop, commented: "The market opportunity for social commerce continues to strengthen, and the overwhelmingly positive feedback we've had from our users validates our product and approach. We are gearing ourselves up for launch in Q3 this year, when we will start to realise the potential that social commerce represents.

"Since their first investment, TSI has proved to be a real partner to the business, working closely with us on our growth plans. This commitment represents a strong vote of confidence in us as a business and team, and we look forward to working closely with TSI on the exciting journey ahead. "

Chairman of TSI, Andrew Lawley, said: "The Board of TSI is delighted to have the opportunity to further increase our holding in WeShop as it continues its development into a global social commerce company.

"The transaction is consistent with our stated strategy to increase our support for the high-growth technology enabled businesses in our portfolio while carefully considering opportunities to reduce exposure to the legacy exploration assets. I believe the next 6-month period will prove incredibly exciting for TSI on a number of fronts and I look forward to updating the market with developments in the near future."

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:

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.