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 +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) 203 621 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
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
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