TIDMBRSD
RNS Number : 4249G
Brandshield Systems PLC
15 November 2022
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND
OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE
PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO
BUY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND OR IN ANY OTHER
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION
REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION .
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM
THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
15 November 2022
BrandShield Systems plc
("BrandShield," the "Company," or the "Group")
Result of the Placing and Subscription
Further to its announcement of 4.40 p.m. of 14 November 2022,
BrandShield Systems plc (AIM: BRSD), a leading provider of
cybersecurity solutions for brand oriented digital risk protection,
is pleased to announce that it has successfully raised gross
proceeds of GBP1.75 million (approximately $2 million) pursuant to
the Placing and Subscription.
A total of 27,606,385 new ordinary shares of 1p each ("Ordinary
Shares") were placed with investors ("Placing Shares"), at an issue
price of 6 pence (the "Placing Price"). These placees included
William Currie Investments Limited, an existing substantial
shareholder in the Company, which subscribed for 3,666,666 Placing
Shares.
In addition, a total of 1,560,282 Ordinary Shares were
subscribed direct with the Company at the Issue Price by a number
of subscribers ("Subscription Shares").
Related Party Transaction
As William Currie Investments Limited holds 15,251,428 Existing
Ordinary Shares, representing 10.8% of the current issued share
capital, it is a related party of the Company pursuant to the AIM
Rules for Companies. Consequently, the participation of William
Currie Investments Limited in the Placing constitutes a related
party transaction for the purposes of AIM Rule 13. The directors of
the Company (all of whom are independent of William Currie
Investments Limited) consider, having consulted with SPARK, the
Company's nominated adviser, that the terms of William Currie
Investments Limited's participation in the Placing are fair and
reasonable in so far as Shareholders are concerned.
Admission of new Ordinary Shares
The Subscription Shares and the Placing Shares will be allotted
today. Application will be made for the new Ordinary Shares to be
admitted to trading on the AIM market of London Stock Exchange plc
("Admission"). It is expected that Admission will take place at or
around 8.00 a.m. (London time) on 22 November 2022 (or such later
date as many be agreed between the Company and Shore Capital) but
in any event not later than 8.00 a.m. on 22 December 2022.
The Placing is conditional upon, inter alia, Admission becoming
effective and the placing agreement between the Company and Shore
Capital (the "Placing Agreement") not having been terminated.
The Subscription is conditional upon, inter alia, Admission
becoming effective and the Placing Agreement not having been
terminated.
The new Ordinary Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the Company's
existing issued ordinary shares of 1 penny each.
Total Voting Rights
Following Admission of the 27,606,385 Placing Shares and the
1,560,282 Subscription Shares, the Company's issued share capital
will consist of 170,331,874 Ordinary Shares. The Company holds no
Ordinary Shares in treasury.
Therefore, the total number of voting rights in BrandShield is
170,331,874, which is the figure which should be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, BrandShield shares under the FCA's
Disclosure Guidance and Transparency Rules.
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the fundraise announcement of the
Company released at 4.40 p.m. (GMT) on 14 November 2022.
Enquiries:
BrandShield Systems plc +44 (0)20
Yoav Keren, CEO 3143 8300
Spark Advisory Partners Limited (Nominated
Adviser) +44 (0)20
Neil Baldwin / Andrew Emmott / James Keeshan 3368 3554
Shore Capital (Broker)
Toby Gibbs / James Thomas / Rachel Goldstein
(Corporate Advisory) +44 (0)20
Henry Willcocks (Corporate Broking) 7408 4090
Vigo Consulting (Financial Public Relations)
Jeremy Garcia / Kendall Hill +44 (0)20
brandshield@vigoconsulting.com 7390 0237
About BrandShield
Brandshield is a provider of cybersecurity solutions from brand
protection to online threat hunting. BrandShield detects online
threats and takes them down. The Company's client base is a growing
list of organisations including Fortune 500 and FTSE100 companies.
By utilising AI and big-data analysis, BrandShield monitors,
detects, and removes online threats facing companies. These threats
include social phishing, executive impersonation, fraud, brand
abuse, and counterfeits.
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END
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November 15, 2022 02:00 ET (07:00 GMT)
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