Two Shields Investments PLC Notice of GM (2926J)

TIDMTSI

RNS Number : 2926J

Two Shields Investments PLC

04 December 2018

4 December 2018

Two Shields Investments Plc

("Two Shields" or the "Company")

Notice of General Meeting

Board changes

Proposed amendment to Existing Investing Policy

Share Incentive Arrangements

Two Shields Investments plc, the AIM-quoted investing company, announces that a Notice of General Meeting of the Company was posted, or otherwise made available, to shareholders today. The General Meeting will be held at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose St, London EC2A 2EW at 12 noon on 20 December 2018. A copy of the Notice of General Meeting will also be available on the Company's website at https://twoshields.co.uk/.

At the General Meeting of the Company the following resolutions (the "Resolutions") are proposed:

   --     the adoption of amendments to Company's existing Investing Policy 

-- to authorise the directors to allot shares of up to 20 per cent. of the issued share capital as part of proposed Share Incentive Arrangements

Subject to the approval of the Resolutions at the General Meeting, Andrew Lawley will join the Board as non-executive Chairman.

Mr Lawley is an experienced executive with financial, commercial and extensive M&A experience in directorship roles. His appointment will take place if the Resolutions proposed at the GM are passed by shareholders. Once appointed, he will replace Charlie Wood, who will step down as a director of the Company to focus on his other commitments.

Mr Lawley, a qualified accountant, has considerable corporate experience, particularly in the M&A arena. He was formerly Group Strategy Director of Dixons Carphone plc where he played a leading role in the merger of Dixons Retail plc with Carphone Warehouse plc. Other previous positions held by Mr Lawley, include, Managing Director at RBS Special Opportunities Fund LLP and Senior Director at RBS Debt Ventures. Importantly, Mr Lawley has traditional private equity and direct operating experience, as well as a history of working closely with management teams to support meaningful transformation.

Charlie Wood said: "We first met Andrew through one of our investee companies, WeShop, a digital platform focused on enhancing online shopping experiences boasting retail partnerships with major brands and retailers including ASOS, Harrods, Nike, Tesco and Boots. Since that time, we have worked closely with him and are confident that, with his long track-record, wide-ranging experience and extensive contact base, he is the right person to take Two Shields forward and create real value for shareholders."

Commenting on his proposed appointment, Andrew Lawley, said: "I am very pleased to have the opportunity to join Two Shields. The Company has some high quality existing investments, particularly with Brandshield and WeShop. There is the opportunity to both take a more influential role with these companies and importantly seek further equity investment opportunities where we can deploy our capital to assist growth companies that have the potential to be beneficial assets in the TSI portfolio.

"Once appointed, I will lead a strategic review of our investments and future strategy, and I look forward to providing regular updates to shareholders as we progress."

An extract of the Chairman's letter from the Notice of Meeting is set out below. The following information is extracted without material adjustment from the circular. Capitalised terms used in the summary below are defined at the end of this announcement.

Chairman's Letter

Share Incentive Arrangements, New Investing Policy and Notice of General Meeting

Dear Shareholder

   1.            Introduction and Summary 

Further to the announcement by the Company on 3 December 2018, it is proposed that subject to and conditional upon the approval of the Resolutions at this General Meeting the Company shall appoint Andrew Lawley as non-executive Chairman and, subject to his appointment, I shall resign as a director of the Company.

We therefore intend to take this opportunity to outline our proposals for the future direction of the Company and we are seeking your support to certain proposals, including:

   --     the adoption of a New Investing Policy; and 

-- authorising the Directors to allot shares on a non-pre-emptive basis for the purpose of granting options and share incentives to key individuals, including senior employees and consultants of the Company.

   2.            Proposed Board Changes 

Subject to the approval of the Resolutions at the General Meeting, Andrew Lawley shall be appointed as non-executive Chairman of the Company. Once appointed, Andrew Lawley will replace Charlie Wood, who will step down as a director of the Company in order to focus on his other commitments.

The new board of the Company shall be composed of: Andrew Lawley as non-executive Chairman, Christian Schaffalitzky as non-executive director, and Sandy Barblett as non-executive director. Further information on Andrew Lawley is set out below:

Andrew Lawley (proposed non-executive Chairman), aged 48

Andrew was previously Group Strategy Director of Dixons Carphone plc where he led strategy and all mergers, acquisitions and disposals. Andrew played a leading role in the merger of Dixons Retail plc and Carphone Warehouse plc in 2014. Additionally, Andrew undertook certain senior operational roles including Integration Director immediately post-merger, as well as running the services business.

Prior to this, Andrew spent over 10 years in a private equity business initially within RBS and, after 2007, as a Managing Director at RBS Special Opportunities Fund LLP - a GBP1.1bn fund with independent investors. Andrew also spent time in the leveraged finance and mezzanine debt businesses at RBS.

Andrew started his career with Cork Gully, the then insolvency and restructuring division of Coopers & Lybrand and, after qualifying as an accountant, subsequently moved to Grant Thornton where he specialised in corporate finance and financial due diligence.

   3.            New Investing Policy 

In light of the current market conditions and recognising the sector expertise of the new board, the Company believes that it is in the best interests of Shareholders to expand and diversify its investment portfolio by allowing the Company to make investments in services, consumer focused businesses and technology enabled businesses.

A copy of the proposed New Investing Policy is set out at Appendix I of this Document. The wording underlined and in blue text is intended to highlight new text which has been added to the Company's Existing Investing Policy.

Andrew Lawley has extensive experience in originating, structuring and managing equity investments with particular focus in consumer, retail, technology enabled, services and healthcare businesses. Therefore, the Board believes that collectively it has sufficient experience and expertise in the sectors in which the Company is currently invested, and those on which the Company's New Investing Policy will be focused, to allow it to identify, appraise and execute attractive investment opportunities which will have the potential to increase shareholder value. Andrew anticipates building more related skills and personnel into the business as it grows.

   4.            Share Incentives and Share Options 

Subject to passing of the Resolutions, the Company intends to grant options or other rights to subscribe for Ordinary Shares for the purpose of incentivising key individuals to its business, including, directors, senior employees and consultants at the discretion of the new Board. The terms of such grants will be considered and, if thought appropriate, approved by the Company's remuneration committee.

The Directors will be authorised to issue a number of Ordinary Shares up to 20 per cent. of the Company's issued share capital as at the date of this Document on a non-pre-emptive basis (the "Authority"). The Directors intend to use this Authority to:

-- grant options to subscribe for a number of Ordinary Shares not exceeding 10 per cent. of the Company's current issued share capital; and

-- to adopt an incentive plan under which it may award new Ordinary Shares for no cost to directors, employees and consultants. Ordinary Shares under this plan will not exceed 10 per cent. of the Company's current issued share capital.

The Authority will expire at the next Annual General Meeting of the Company or, if earlier, close of business on 31 December 2020.

   5.            General Meeting 

The Proposals are conditional upon the passing of the Resolutions at the General Meeting described below.

The Notice of General Meeting to be held at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose Street, London EC2A 2EW at 12 noon on 20 December 2018 is set out at the end of this Document. At the General Meeting, the following Resolutions are being proposed:

Resolution 1 seeks approval for the adoption of the New Investing Policy.

Resolution 2 provides the Directors with the general authority to allot and to issue Ordinary Shares generally up to an aggregate nominal amount of GBP317,635, such amount being equal to approximately 20 per cent. of the existing share capital of the Company.

Resolution 3 seeks to dis-apply statutory pre-emption rights up the aggregate nominal amount of GBP317,635.

This authority shall be used by the Board for the purposes of allotting shares without recourse to Shareholders so that it can issue shares for cash, grant options and allot shares to key individuals who will be involved in growing the business, including, inter alia, directors, senior employees and consultants pursuant to share option and incentives plans. The dis-application of pre-emption rights shall enable the Company to move quickly from time to time as it deems appropriate.

If the authority is granted, it would only be exercised if the Directors believe that to do so would be in the best interest of the shareholders as a whole and after such matters have been considered and approved by the Company's remuneration committee. This authority will expire at the commencement of the next annual general meeting or, if earlier, close of business on 31 December 2020.

   6.            Action to be taken 

You can submit your proxy electronically through the website of our registrar, Link Asset Services, at www.signalshares.com. The electronic submission of proxy must be received at least 48 hours before the time of the General Meeting. To vote online you will need to log in to your share portal account or register for the share portal if you have not already done so and you will require your investor code. Once registered, you will be able to vote immediately. Voting by proxy prior to the General Meeting does not affect your right to attend the General Meeting and to vote in person should you so wish, but in any event to be received no later than 12.00 noon on 18 December 2018.

Further information regarding the appointment of proxies and online voting can be found in the notes to the Notice of General Meeting.

   7.            Recommendation 

The Directors consider the approval of the New Investing Policy and Share Incentive Arrangements to be in the best interests of the Company and its Shareholders and recommended that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do in respect of their own holding of 1,666,667 shares, representing 0.1 per cent of the issued share capital of the Company.

DEFINITIONS

The following definitions apply throughout this Document unless the context requires otherwise:

 
 "AIM"                            the AIM Market operated by the London 
                                   Stock Exchange 
 "AIM Rules"                      the AIM Rules for Companies published 
                                   by the London Stock Exchange 
 "Articles"                       the current Articles of Association 
                                   of the Company as at the date of 
                                   this Document 
 "CA 2006"                        the Companies Act 2006 (as amended) 
 "Company" or "TSI"               Two Shields Investments Plc, a company 
                                   incorporated in England and Wales 
                                   with company registration number 
                                   02956279 having its registered office 
                                   address at The Broadgate Tower, 20 
                                   Primrose St, London, EC2A 2EW 
 "Directors" or the "Board"       the directors of the Company whose 
                                   names are set out on page 4 of this 
                                   Document 
 "Document"                       this document 
 "Existing Investing Policy"      the investing policy adopted by the 
                                   Company at the General Meeting of 
                                   the Company held on 20 April 2018 
 "General Meeting"                means the general meeting of the 
                                   Company to be held at 12.00 noon 
                                   on 20 December 2018 
 "Group"                          the Company and its subsidiary undertaking 
                                   at the date of this Document 
 "London Stock Exchange"          London Stock Exchange Plc 
 "New Investing Policy"           the proposed new investing policy 
                                   of the Company described in Appendix 
                                   I of this Document 
 "Notice of General Meeting"      the notice convening the General 
                                   Meeting set out in Part III of this 
                                   Document 
 "Ordinary Shares"                the ordinary shares of the Company 
                                   having a nominal value of GBP0.001 
                                   each 
 "Register of Members"            the register of members of the Company 
 "Resolutions"                    the resolutions set out in the Notice 
                                   of General Meeting to be proposed 
                                   at the General Meeting 
 "Shareholders"                   holders of Ordinary Shares in the 
                                   Company 
 "Share Incentive Arrangements"   the proposed formalisation of share 
                                   incentives to directors, consultants 
                                   and employees, as more particularly 
                                   described in paragraph 4 of Part 
                                   I of this Document 
 "UK"                             the United Kingdom 
 

Appendix I -New Investing Policy

The Company will make direct and indirect investments in exploration and producing projects and assets in the natural resources sector, in technology associated with the natural resources sector, and in projects and assets in the farming, plantations and agribusiness sector. In addition, the Company will also invest in Digital Assets, financial technologies, services, consumer focused businesses and technology enabled businesses and other technologies applicable to, or involved in, the blockchain space.

In order to create value for Shareholders, the Company will consider investment opportunities worldwide. Investments may be either quoted or unquoted entities; may be made by direct acquisitions; and may be in companies, partnerships, joint ventures or direct or indirect interests in assets or projects. It is anticipated that the Company will not typically take majority interests in such companies and the Company does not intend to limit the total number of investments that it will hold at any one time. The Company intends to be a medium to long-term investor but will not rule out the acquisition and disposal of assets in the short term if the Directors determine this to be in the best interests of the Shareholders.

The Company will seek to identify and appraise investment targets which the Directors believe to be undervalued, underdeveloped or underperforming or which the Directors believe, with capital and expertise, will have the potential to grow and/or develop new and/or disruptive technology. Where appropriate, the Company will seek to appoint non-executive directors to the boards of investee companies to assist with their development. Depending on the nature of the Company's individual investments, the Company may be both a passive or an active investor. The Company intends to deliver shareholder returns principally through capital growth rather than distributions via dividends.

The Company will continue to seek to mitigate its risk by undertaking appropriate due diligence and transaction analysis which will include appropriately qualified advisers, when required. The Board proposes to carry out a comprehensive and thorough project review process in which all material aspects of a potential project or business will be subject to rigorous due diligence, as appropriate. The Company will not have a separate investment manager.

The Board considers that as investments are made, and new promising investment opportunities arise, further funding of the Company may also be required. Therefore, in due course it is the intention of the Directors to expand the capital base of the Company to enable a more active pursuit of this policy, most likely through a placing of shares. Where the Board considers that it is in the best interests of shareholders, the Company may seek to acquire assets using its own share capital as consideration, thereby helping to preserve the Company's cash resources for working capital, and as a reserve against unforeseen contingencies. The Company will also be permitted to borrow to fund part of the cost of investments made. Where the Company builds a portfolio of related assets it is possible that there may be cross-holdings between such assets.

Initially, the portfolio will be concentrated but as the Company grows and develops, the Directors intend that within five years from the date of adoption of this investing policy, no investment should account for more than 20 per cent. of the total value of the portfolio. In addition, investments in cryptocurrencies will not account for more than 20 per cent. of the total value of the portfolio at the time of investment. Any transaction constituting a reverse takeover under the AIM Rules for Companies, will require shareholder approval. Given the nature of the investing policy, the Company does not intend to make regular periodic disclosures or calculations of its net asset value.

The information required by Schedule 2 Paragraph (g) of the AIM Rules for Companies in relation to the appointment of Andrew Robin Lawley (aged 48) is as follows:

 
 
 
 
 Current                               Past within 5 years 
  KAM Group Limited (Jersey company)    CPW Distribution Limited 
                                        Brevin Hospitals One Limited 
 

Mr Lawley currently holds no shares in Two Shields.

WeShop

Andrew Lawley is a director and shareholder of KAM Group Limited ("KAM"). KAM is a Jersey registered company which has a term sheet with WeShop Limited ("WeShop"), a current investment of the Company (and in which TSI owns a 1.2 per cent. stake), under which it is proposed that KAM will make an offer to acquire from the existing shareholders of WeShop the entire issued share capital of WeShop on the basis of a one for one share exchange and then seek a listing of, or other fund raising event for, KAM. Completion of this proposed acquisition will result in Andrew holding 5.0 per cent. of the enlarged share capital of WeShop. As part of the proposed agreement, Andrew Lawley will provide consultancy services to WeShop.

Save as disclosed above, there are no further disclosures required to be made in respect of the appointment of Andrew Lawley under Schedule 2(g) or Rule 17 of the AIM Rules for Companies.

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       [phone] 
                              Spark Advisory Partners Limited 
Neil Baldwin/Andrew Emmott     (Nominated Adviser)              [phone] 
Andy Thacker                  Turner Pope Ltd                   [phone] 
 
 Frank Buhagiar/Gaby Jenner    St Brides Partners Ltd            [phone] 
 

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 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 [e-mail] or visit www.rns.com.

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December 04, 2018 02:01 ET (07:01 GMT)