Result of the Placing and Subscription

RNS Number : 4249G

Brandshield Systems PLC

15 November 2022

 

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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 £1.75 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 Yoav Keren, CEO	[phone]
Spark Advisory Partners Limited (Nominated Adviser) Neil Baldwin / Andrew Emmott / James Keeshan	[phone]
Shore Capital (Broker) Toby Gibbs / James Thomas / Rachel Goldstein (Corporate Advisory) Henry Willcocks (Corporate Broking)	[phone]
Vigo Consulting (Financial Public Relations) Jeremy Garcia / Kendall Hill [e-mail]	[phone]

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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