Award of Director Options; Issues of equity

RNS Number : 7785L

Brandshield Systems PLC

15 January 2021

 

15 January 2021

BrandShield Systems plc

("BrandShield", or the "Company")

Award of Director Options

Issues of equity

BrandShield Systems plc (AIM: BRSD), a leading provider of cybersecurity solutions from brand protection to online threat hunting, announces that on 14 January 2021 it conditionally awarded share options over ordinary shares of £0.01 to a Director (the "Director Options").  The Director Options are outlined in the table below.  In addition, the Company has allotted 100,000 ordinary shares to SPARK Advisory Partners Limited in part-settlement of fees relating to the recent Reverse Takeover Transaction undertaken (the "Fee Shares").  The Company has also received a subscription notice exercising warrants over 34,594 new ordinary shares ("Warrant Shares").

The Board is acutely aware of the requirement to align directors' incentives with value delivered to the Company's shareholders.  Pursuant to the resolutions approved at a General Meeting of the Company held on 27 November 2020, the Board has been authorised to grant share incentives to its directors and senior management with the approval of its remuneration committee. The Company advises that it has issued a total of 500,000 Director Options to the Chief Financial Officer, Ravit Freedman.  

The 500,000 Director Options have an exercise price of £0.25 and the following vesting conditions:

· 25% of the options will vest after 12 months from date of grant.

· 1/16th of the total options will vest quarterly between 12 months from date of grant to 4 years from date of grant.

The issue of Director Options is outlined below:

Name of Director / PDMR	Number of Options granted	Exercise Price	Vesting Conditions	End of Exercise Period
Ravit Freedman (CFO)	500,000	£0.25	25% after 12 months from grant.  1/16th of total every quarter for a further 3 years.  Subject to 30 days' notice period to ITA.	10 years from date of issue.

Agreement to Issue Fee Shares

The Company has allotted 100,000 Fee Shares to SPARK Advisory Partners Limited at the recent placing price of 20p per share in relation to part settlement of fees from the recent Reverse Takeover Transaction.  The new Ordinary Shares issued will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares.

Application has been made for the Fee Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will occur on or around 21 January 2021.

Exercise of Warrants

The Company received subscription notices on 14 January 2021 exercising 34,594 warrants to subscribe for new ordinary shares in the Company at an exercise price of 20 pence per Warrant Share.  Application has been made for the Warrant Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will occur on or around 21 January 2021.

Total Voting Rights

Upon Admission of the Fee Shares and Warrant Shares, the Company's issued share capital will consist of 114,271,126 Ordinary Shares with one voting right each.  The Company does not hold any Ordinary Shares in treasury.  Therefore, the total number of Ordinary Shares and voting rights in the Company will be 114,271,126.  With effect from Admission, this figure 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 to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (eu) 596/2014

-Ends-

Yoav Keren, CEO	BrandShield Systems plc	T : 020 3143 8300
Neil Baldwin	Spark Advisory Partners Limited (Nominated Adviser)	T: [phone]
Robert Emmet	Optiva Securities Limited (Broker)	T: [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. For more information, visit  www.brandshield.com  

1	Details  of  the  person  discharging  managerial  responsibilities  /  person  closely associated
a)	Name	Ravit Freedman
2	Reason for notification
a)	Position / status	Director
b)	I nitial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	BrandShield Systems Plc
b)	LEI	213800K5AXTQDWB6BP80
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument I d e ntification code	Ordinary shares of 1p (£0.01) each in the capital of BrandShield Systems Plc ISIN GB00BM97CN29
	Nature of the transaction	Grant of options
	Price(s) and volumes(s)	Price(s) Volume(s) £0.25 500,000
d)	Aggregated information -  Aggregated volume -  Aggregated price	500,000 £0.25
e)	Date of the transaction	14 January 2021
f)	Place of the transaction	Outside a trading venue

 

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