TIDMTSI
RNS Number : 5786F
Two Shields Investments PLC
10 March 2020
10 March 2020
Two Shields Investments plc
("TSI", or the "Company")
Share Swap with WeShop Limited shareholder
Two Shields Investments plc is pleased to announce that it has
today signed a Share Exchange Agreement, pursuant to which, a
shareholder of WeShop Limited ("WeShop") (a TSI investee company)
has 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").
TSI is an AIM-quoted company focused on building a portfolio of
investments in fast-growing markets including cybersecurity,
e-commerce and technology-enabled businesses, including WeShop.
About WeShop
WeShop is an innovative, digital social network platform focused
on the rapidly growing and highly valuable social e-commerce
sector. This sector is forecast to become a US$350 billion market
over the mid-term. WeShop's digital platform enhances online
shopping experiences by combining social media assets, including
reviews, likes, and shares with an engaging retail e-commerce
offering. This offering is specifically tailored to the individual
user.
WeShop 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. 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.
The Share Swap
The Share Swap will be completed with settlement made effective
through the issuance by TSI of the 615,588,235 Consideration
Shares, conditional upon Admission. These shares comprise 10.5% and
9.5% of the current and enlarged issued share capital respectively.
On completion of the Share Swap, TSI will increase its holding in
WeShop from 7.57% to 10.7% of the issued share capital of WeShop.
TSI will acquire 140,000 shares currently in issue from Mr Richard
Griffiths, a WeShop shareholder, taking TSI's holding to 508,809
shares. WeShop has conducted fundraising activities over the last
12 months at GBP5.98 per WeShop share, including most recently in
November 2019, in which TSI acquired 66,890 shares for
consideration of GBP400,002.20. On this basis, the current Share
Swap represents an implied issue price of circa 0.136p per
Consideration Share. The WeShop vendor participating in the share
swap has agreed that the Consideration Shares will be subject to a
6-month lock-in with a further 6-month period of orderly market
restrictions.
As the Company announced on 19 December 2019, WeShop has made
considerable progress since TSI first invested at GBP5.98 per
WeShop share in July 2018. WeShop progress includes:
-- Term sheets signed for a pre-IPO funding round of GBP2.0m
with cornerstone investment of GBP0.5m by EQUI Capital Partners - a
technology investment firm co-founded by Steve Wozniak and Doug
Barrowman.
-- IPO planned for Q2 2020 subject to market conditions
-- Paul Ellerbeck formerly of DMGT PLC and LDC, appointed as Chief Executive Officer of WeShop
-- WeShop continues to complete its roadmap in anticipation of a global launch in 2020
-- 2019 has been a year of progress including key commercial
deals with Amazon, Instagram, iTunes and many more to enable WeShop
to be largest retail platform in the UK by product count, currently
up to 150m which is 15x the size of Google Shopping
-- Social Commerce continues to be undefined by any one platform
with largest deal of the year completed between Mail.RU, Alibaba,
Megafon and the Russian Direct Investment Fund
Application will be made for the admission of 615,588,235 new
Ordinary Shares to trading on AIM ("Admission"), with Admission
expected to take place on 16 March 2020.
In the year ended 31 March 2019, WeShop reported an unaudited
loss of GBP2,701,634. The net asset value of WeShop at 31 March
2019 was (GBP2,211,123).
Following Admission, the Company's issued share capital will
comprise 6,477,011,131 Ordinary Shares, each with voting rights.
The above figure of 6,477,011,131 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.
Paul Ellerbeck, CEO of WeShop, commented: "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.
"Since their first investment, TSI has proved to be a real
partner to the business, working closely with us on our growth
plans. This commitment 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. "
Chairman of TSI, Andrew Lawley, said: "The Board of TSI is
delighted to have the opportunity to further increase our holding
in WeShop as it continues its development into a global social
commerce company.
"The transaction is consistent with our stated strategy to
increase our support for the high-growth technology enabled
businesses in our portfolio while carefully considering
opportunities to reduce exposure to the legacy exploration assets.
I believe the next 6-month period will prove incredibly exciting
for TSI on a number of fronts and I look forward to updating the
market with developments in the near future."
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 +44 (0)20 3143
Andrew Lawley plc 8300
Spark Advisory Partners
Neil Baldwin / Andrew Limited +44 (0) 20 3368
Emmott (Nominated Adviser) 3554
Turner Pope Investments
Ltd +44 (0) 20 3657
Andy Thacker / Zoe Alexander (Joint Broker) 0050
Optiva Securities Limited +44 (0) 20 3137
Robert Emmett (Joint Broker) 1902
+44 (0) 203 757
Robin Tozer / Bob Huxford Newgate Communications 6880
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
AGRSFSSUSESSEFD
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