TIDMTSI
RNS Number : 0543A
Two Shields Investments PLC
24 May 2019
24 May 2019
Two Shields Investments plc
("TSI", or the "Company")
Share Swap with WeShop Limited
Two Shields Investments plc, the AIM quoted investment company
with a strategy to build a high quality portfolio of investments in
fast growing and scalable digital and technology enabled
businesses, is pleased to announce that it has today signed a Share
Purchase Agreement pursuant to which certain shareholders of WeShop
Limited ("WeShop") (a TSI investee company) have 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"). The Share Swap is conditional upon inter alia the
shareholders of TSI granting the requisite authorities to issue the
Consideration Shares to complete the Share Swap (the
"Transaction"). TSI shareholders will be asked to consider these
resolutions at a General Meeting ("GM") ("Transaction") in the near
future.
WeShop is an innovative, digital social network platform focused
on the rapidly growing and highly valuable social e-commerce sector
forecast to become a US$350 billion market over the mid-term.
WeShop's digital platform enhances online shopping experiences 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 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
whilst 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.
Subject to GM approval, the Transaction will be completed with
settlement made effective through the issuance by TSI of
1,000,000,000 Consideration Shares, conditional upon Admission. On
completion of the Transaction, TSI will increase its holding in
WeShop from 1.71% to 6.7% of the issued share capital of WeShop.
TSI will acquire 226,667 shares currently in issue from certain
WeShop shareholders, taking TSI's holding to 301,918 shares. WeShop
has conducted fundraising activities over the last 12 months at
GBP5.98 per WeShop share, including most recently in April 2019, in
which TSI acquired 16,722 shares for consideration of GBP100,000.
On this basis, the current Transaction represents an implied issue
price of circa 0.136p per Consideration Share.
As the Company announced on 15 March 2019, TSI notes that WeShop
has made considerable progress since TSI first invested at GBP5.98
per WeShop share in July 2018. This progress includes:
-- Increase WeShop retailer count from 3,000 to 9,000+
-- Increase UK product count from circa 5m to 150m+
-- Provide access to a global product feed of circa 1.6bn products in 12 countries
-- Provide access to a global retailer count of over 20,000 merchants
-- Strengthened management team
In addition, successful completion of the Transaction would
result in TSI acquiring new shareholders, some of whom have
considerable track records in investing in successful technology
businesses. They include Matthew Hammond, the current CFO of
Mail.ru, the largest internet business in Russia, and a current
Director of WeShop. The new shareholders will be subject to lock-in
agreements for 6 months and standard orderly market restrictions
for a further 6 months thereafter, as from the date of Admission of
the Consideration Shares.
Application will be made for the admission of the new
1,000,000,000 Ordinary Shares to trading on AIM ("Admission"), with
Admission expected to take place following the GM.
In the year ended 30 June 2018, WeShop reported an unaudited
loss of GBP6,520,229. The net asset value of WeShop at 30 June 2018
was GBP89,000.
Following Admission, the Company's issued share capital will
comprise 3,361,596,558 Ordinary Shares, each with voting rights.
The above figure of 3,361,596,558 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.
James Sowerby, CEO of WeShop, commented: "I am personally
delighted that TSI is increasing its position as a strategic
investor in WeShop. They have demonstrated since their first
investment that they are a real partner to the business, working
closely with us on our plans. It also 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.
"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. TSI's
ongoing support will enable us to further invest in user
acquisition, growth and the product to ensure we are delivering the
best possible end to end user experience."
Chairman of TSI, Andrew Lawley, said: "The Board of TSI is
delighted to have the opportunity to increase our holding in WeShop
as it continues its development into a truly global social commerce
company. Successful completion of this Transaction will follow
WeShop's recent announcement in which it highlighted its product
and proposition enhancements, its strengthened team, new branding
and the agreements of key commercial deals.
The Transaction is a further example of the Board acting on its
stated strategy of leveraging the technology based and highly
scalable investments in the portfolio as it continues to seek
opportunities to reduce exposure to legacy natural resources
exploration assets. The Board is continuing to seek opportunities
to realise value in these natural resources assets whilst shielding
the Company from any ongoing liability in terms of further capital
requirements.
"We look forward to updating the market on progress with the
Transaction following the GM and are to hopefully welcoming new
shareholders to TSI that believe in our revised strategy and
returning value to all shareholders."
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:
Two Shields Investments
Andrew Lawley plc +44 (0) 20 7236 1177
Spark Advisory Partners
Neil Baldwin / Andrew Limited
Emmott (Nominated Adviser) +44 (0) 20 3368 3554
Turner Pope Investments
(TPI) Ltd
Andy Thacker (Brokers) +44 (0) 20 3621 4120
Graham Herring / Heather
Armstrong IFC Advisory Ltd +44 (0) 20 3934 6630
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCAJMFTMBJTBML
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