TIDMTSI
RNS Number : 4188C
Two Shields Investments PLC
01 October 2018
Two Shields Investments Plc / EPIC: TSI / Market: AIM
1 October 2018
Two Shields Investments Plc ("Two Shields" or the "Company")
Placing and additional investment in social e-commerce platform
WeShop
Overview:
-- GBP500,000 (gross) raised via a placing of 250,000,000 new
ordinary shares at 0.2p per share & issue of 125,000,000
warrants exercisable for two years at 0.3p per share
-- GBP200,000 to fund additional investment in cutting-edge social e-commerce platform WeShop
-- WeShop, led by Matthew Hammond and Andrew Lawley, highly
experienced and proven technology and retail professionals, already
has retail partnerships in place with major brands and retailers
including ASOS, Harrods, Nike, Tesco and Boots
-- Remaining proceeds to be invested in line with strategy to
expose shareholders to value creation opportunities in
technology-related mineral projects and, increasingly, digital
assets and disruptive technologies
-- Further updates on existing portfolio anticipated in the short term
Two Shields Investments plc, the AIM-quoted investing company,
is pleased to announce that it has raised GBP500,000 (gross) via an
oversubscribed placing (the 'Placing') with existing and new
investors of 250,000,000 new ordinary shares in the Company (the
'Placing Shares') at a price of 0.2p pence per Placing Share ('the
Placing Price') and 1 warrant for every two shares exercisable at
0.3p for a period of two years ("the Placing Warrants"). Turner
Pope Investments (TP) Ltd ("Turner Pope") have been appointed
broker to the Company with immediate effect. Turner Pope will be
granted 15,000,000 warrants ("Broker Warrants") exercisable for two
years from the date of issue at the Placing Price.
The proceeds of the Placing will be invested in line with the
Company's strategy to build a portfolio of investments in
technology-related mineral projects and, increasingly, digital
assets and disruptive technologies. Of the net proceeds, GBP200,000
will be used to fund an additional investment in WeShop, an
innovative digital social network platform with ambitious plans to
become a global leader in the rapidly growing and highly valuable
social e-commerce sector.
WeShop's digital platform is focused on enhancing the online
shopping experience by combining social media's assets of reviews,
likes, and shares with an engaging retail e-commerce offering,
specifically tailored to the individual user. Users benefit from
gaining access to 1,000s of brands and millions of products on one
platform plus a two-way sharing of ideas with friends to
participate in a rewards system; while brands/retailers benefit
from increased sales and awareness. To date GBP10million has been
invested in the WeShop platform, which has been successfully tested
by over one million users.
Led by a highly experienced team including Matthew Hammond as
non-executive Chairman, current managing director and CFO of
mail.ru, Russia's largest internet business in terms of mobile
daily audience and Andrew Lawley, former Group Strategy Director of
Dixons Carphone plc, WeShop has secured retail partnerships with
major brands and retailers including ASOS, Harrods, Nike, Tesco and
Boots. In July 2018, TSI announced an initial GBP150,000 strategic
investment in WeShop as part of a larger pre-IPO fund raise being
undertaken by WeShop ahead of a planned IPO on the London Stock
Exchange Main Market.
Charlie Wood, Chairman, said: "We had an opportunity to up our
stake in WeShop and believe that the potential upside warrants
returning to the market. WeShop is backed by high profile investors
and led by a team with first rate knowledge and experience in the
retail sector, and we believe is ideally placed to capitalise on
its early mover advantage and become a global leader in the rapidly
growing social e-commerce sector. Heralded as the next phase of the
online retail revolution, social e-commerce is forecast to become a
US$350 billion market over the mid-term, a disruptive area that we
want exposure to.
"TSI shareholders will not have to wait until the mid-term for
value driving activity across our portfolio. As well as WeShop's
planned listing on London's Main Market which will provide a read
across valuation for TSI's interest, results from drilling activity
across our lithium assets in Mali and Niger are expected in the
coming weeks as is an update from global cybersecurity company
Brandshield. In addition, TSI holds an 11.12% interest in African
Battery Metals (AIM: ABM), which holds cobalt assets in the
Democratic Republic of Congo, cobalt-nickel exploration assets in
Cote d'Ivoire, and cobalt assets in Cameroon. With this in mind, I
look forward to providing updates on our progress, as we focus on
generating significant value for our shareholders."
Transaction Structure
TSI has entered into a Share Placing agreement with WeShop
Limited, a company duly incorporated under the laws of England
& Wales to participate in a share placement in the amount of
GBP200,000 ("the Placing") at price of GBP5.98 per WeShop share. On
closing of the Placing, the share capital of WeShop will be
5,025,083 fully diluted shares. Following the Placing, TSI will
hold 58,529 shares, representing 1.2% of the WeShop fully diluted
equity.
Corporate Broking Appointment & Shares for Services
Turner Pope has been appointed Corporate broker to the Company
and have agreed to take 50% of their annual GBP30,000 broking fee
in stock at the Placing Price equating to 7,500,000 Ordinary Shares
('Service Shares').
Broker Warrants
In addition, in connection with the Placing, the Company has
agreed to award Turner Pope, the Company's Broker and Placing
Agent, warrants over 15,000,000 Ordinary Shares valid for two years
from the date of issue, which shall give Turner Pope the right to
acquire 15,000,000 Ordinary Shares of the Company at the Placing
Price.
Shareholders' approval of share capital authorities and General
Meeting
The issue of the Placing Warrants & Broker Warrants is
conditional upon the approval of shareholders of the Company in
general meeting of the share capital authorities required to allow
the issue of the Placing Warrants & Broker Warrants.
The Company has undertaken to send out a Notice convening a
general meeting of shareholders to seek these authorities within 30
days.
Admission and Total Voting Rights
Application will be made for the admission of the new Ordinary
Shares to trading on AIM ("Admission"), with Admission expected to
take place on or around 4 October 2018.
Following Admission, the Company's issued share capital will
comprise 1,588,174,497 Ordinary Shares, each with voting rights.
The above figure of 1,588,174,497 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.
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:
Charlie Wood Two Shields Investments Plc +44 (0)207 236 1177
Spark Advisory Partners Limited
Neil Baldwin/Andrew Emmott (Nominated Adviser) +44(0)203 368 3554
Andy Thacker Turner Pope Ltd +44 (0) 20 3621 4120
Frank Buhagiar/Gaby Jenner St Brides Partners Ltd +44 (0)207 236 1177
Notes to Editors:
Two Shields Investments Plc is an investing company, quoted on
the AIM market of the London Stock Exchange, with a strategy
focused on identifying and investing in opportunities in mineral
exploration and mining and Digital Assets, financial technologies
and other technologies applicable to, or involved in, the
blockchain space. The Company has an experienced Board of Directors
with a proven pedigree in the acquisition, development & sale
of projects and creating value for shareholders. The investment
mandate covers unquoted and quoted businesses, as well as direct
project investment.
The Company currently has investments in a number of companies
which provide exposure to commodities which are relevant to the
rapidly growing technology metal sector, including lithium, cobalt
and nickel, as well as strategic positions in a geoscience
consultancy and a leading international company in the online brand
protection, anti-counterfeiting and anti-fraud sector which has
developed the one of the most comprehensive systems using AI
powered cyber intelligence systems and is developing its
proprietary blockchain-based platform for anti-fraud purposes.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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