Two Shields Investments PLC Investments in BrandShield/WeShop; Board Change (5793U)

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RNS Number : 5793U

Two Shields Investments PLC

01 April 2019

1 April 2019

Two Shields Investments plc

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

Strategic Review

$300,000 Investment in to BrandShield

GBP100,000 Investment in to WeShop

Board Change

Strategic Review

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 provide an update regarding its immediate actions aimed at rebuilding value for shareholders following its recent strategic review.

A new and experienced senior team has been assembled in line with the Company's updated strategy. The team will seek to apply its extensive and highly complementary expertise and knowledge to identifying, assessing and executing investment opportunities that have the potential to deliver attractive returns to shareholders.

The Company has undertaken a strategic review of its mining assets and to explore the options available to realise those investments as liquidity options emerge. This may include partnering with operators that the Board feels can extract more optimal value from existing holdings. The Board believes there are currently limited opportunities within the mining sector delivering the level of growth that it is currently seeking to achieve from its investments and therefore, in the short term, the Company is unlikely to complete a cash investment in mining exploration activities.

The Board sees considerable value opportunity in focusing on the existing high growth investments within the portfolio and will seek to increase its exposure to existing investments in BrandShield Limited, an anti-counterfeiting, anti-phishing and online brand protection solution, and WeShop Limited, an innovative social commerce platform offering a new way to shop online and earn rewards.

Where resources allow, the Board will also seek to expand the portfolio, concentrating on the provision of capital to high growth potential digital assets, financial technologies, services, consumer focused businesses and technology enabled businesses. Target businesses will typically have proven customer demand and differentiated proprietary technology. Such businesses will have a clear path to profitability. The TSI Board will take an active role in advising such portfolio companies on growth and on exit or liquidity opportunities.

Investment in BrandShield

The Company hosted an investor relations roadshow in London for BrandShield between 19 and 21 March 2019. The BrandShield CEO and the TSI Board briefed a large number of existing and new investors on the scale of the opportunity within this portfolio investment. It also introduced the BrandShield CEO to a number of corporate advisors with a view to assessing future options given BrandShield's high growth trajectory. The Board will continue to advise BrandShield closely on its strategic growth plan.

As was announced to the market on 4 March 2019, the Company has now completed its investment of $300,000 in BrandShield, in which it currently holds an 8.95% stake.

The Company has completed its most recent investment in BrandShield by way of a convertible loan ("Convertible Loan"), which was entered into between the Company and BrandShield on 29 March 2019 ("Closing Date"). BrandShield is currently seeking to raise an aggregate amount of US$1 million in to this Convertible Loan instrument.

The Convertible Loan will convert in to equity on the Maturity Date, that being the second anniversary of the Closing Date unless an accelerated conversion event occurs on an earlier date ("Accelerated Conversion Event"), and has a 2.5% coupon. An Accelerated Conversion Event, shall include inter alia an IPO or sale of BrandShield or BrandShield undertaking a qualified fundraising round.

The Company has the right to make a further investment of $500,000 in BrandShield within a period of 180 days from the Closing Date under the same terms of the Convertible Loan.

Investment in to WeShop

TSI has invested a further GBP100,000 in to WeShop by way of an equity investment. Following the positive investor update from WeShop recently, the Board feels it is very much in the interests of shareholders to continue to support this exciting business as it approaches what we believe will be a highly expansive period. The Board will also look to increase its exposure to WeShop in the near future as the opportunity arises. The investment will take our holding in WeShop from 1.2% to 1.71%.

Board Changes

Mr Christian Schaffalitzky has decided to step down as a director of the Company with immediate effect to focus on other business opportunities. Mr Schaffalitzky has agreed to provide consultant services to the Company, as and when required by the Company, primarily in relation to TSI investee companies Kalahari Key Mineral Exploration Company Pty Limited and International Geoscience Services Limited.

We wish to thank Mr Schaffalitzky for his valued contribution as a director of the Company.

Chairman of Two Shields, Andrew Lawley, said:

"TSI has undergone a rapid and intensive transformation since I joined the Board in December 2018. The adopted strategy is now finely focused on identifying and developing disruptive technology enabled businesses with a clear path to high levels of rapid growth. We also now have an experienced and complementary team of Directors that is dedicated to delivering that strategy. Ongoing stewardship of our commodity based investments remains an important aspect of returning value to our shareholders and realising real value for those assets will be a key objective. The positive response from those who met the BrandShield CEO recently was incredibly encouraging and, along with recent announcements relating to WeShop progress, reinforces our view that these will be key value drivers going forwards."

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                       [phone] 
                           Spark Advisory Partners 
 Neil Baldwin / Andrew      Limited 
  Emmott                    (Nominated Adviser)       [phone] 
                           Turner Pope Investments 
                            (TPI) Ltd 
 Andy Thacker               (Brokers)                 [phone] 
 Graham Herring / Miles 
  Nolan / Zach Cohen       IFC Advisory Ltd           [phone] 
 

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

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April 01, 2019 02:00 ET (06:00 GMT)