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REG - Brandshield Systems - Half year results for 6 months ended 30 June 2022

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RNS Number : 1353B  Brandshield Systems PLC  29 September 2022

29 September 2022

BrandShield Systems plc

 

("BrandShield," the "Company," or the "Group")

 

Half year results for the six months ended 30 June 2022

 

Average Recurring Revenue, up 71% in H1 2022, continues to underpin
operational progress

 

BrandShield Systems plc (AIM: BRSD), a leading provider of cybersecurity
solutions for brand oriented digital risk protection, announces its results
for the six months ended 30 June 2022.

 

Financial highlights

 

 

·    H1 2022 Annual Recurring Revenue(1) ("ARR") up 71% to $6.67m (H1
2021: $3.89m)

 

·    Strong momentum continued with the August 2022 ARR figure reaching
$7.26m, up 68% vs. August 2021 and up 39% vs. December 2021

 

·    Delivered revenue growth of 59.9% to $2.83m in H1 2022 (H1 2021:
$1.77m)

 

·    Cash of $2.18m at period end (31 Dec 2021: $2.07m)

 

·    Raised £2.5m (gross) in the period to further accelerate sales and
marketing activities, expansion of advertising, sales promotion and digital
marketing campaigns and ongoing B2B public relations and brand building
activities

 

 

(1)Annual Recurring Revenue is a non GAAP measure and an industry specific
measure

 

 

Operational highlights

 

·    Strong new business momentum achieved in the first half of 2022,
increasing by 23 customers in the period to 153 customers, with growth
continued to 163 customers by the end of August 2022.

 

22% increase in Full Time Employees to 60 at end of June 2022 (December 2021:
49). Ongoing investment in the operational and sales and marketing functions,
to broaden the Company's sales footprint and drive additional ARR growth

 

·    Secured a number of contracts in the period with clients from a broad
range of sectors, including new or extended contracts with companies operating
in the financial services, pharmaceutical, fashion, crypto, entertainment,
sports, and cosmetics sectors, including:

o  One of the world's largest international consumer electronics businesses

o  An online gaming client that focuses on the crypto gaming sub-sector

o  A further leading global pharmaceutical company

 

·    BrandShield 3.0 launched in January 2022 to help increase levels of
customer interaction and ultimately detect levels of online threats

 

Post period-end and Outlook

 

·    Conversion rates from the new business pipeline continue to be very
high and, as the impact of our expanded sales team globally delivers results,
the size of the pipeline is growing strongly

 

·    Announced formal partnership with The Sandbox, decentralised gaming
virtual world and a subsidiary of Animoca Brands, which was formed to ensure
the safety and security of crypto wallets and NFT assets bought and sold over
the marketplace

 

·    Well placed to deliver ongoing sales growth in H2 2022, including Q4
which is traditionally the quarter which delivers the greatest growth for the
Company

 

·    The Company remains confident of trading in line with expectations
for FY 2022 and in its growth prospects in the medium-term

 

Broking Arrangements

 

With effect from 1 October 2022 Shore Capital will be the Company's sole
broker (having previously been the Company's joint broker) following the end
of Tennyson Securities' engagement as joint broker.

 

Yoav Keren, Chief Executive Officer of BrandShield, commented:

 

"We are delighted to report that trading has remained strong, building on the
significant sales traction highlighted in our full year results published in
July. The tangible impact of our expanded sales team, particularly in the
United States, is now having a positive impact of our ability to deliver
improved levels of ARR, our key performance metric.

 

"We are exceptionally proud of our growing client list both in terms of
numbers and their leading position in their respective sectors. There is a
growing realisation amongst brands of all sizes of the threat posed to their
reputation and financial performance from illicit activity online and outside
of their influence. BrandShield continues to offer cutting edge protection
that they simply would not be able to achieve from within their own resources
or from inside-the-perimeter cybersecurity solutions."

 

 

 

Enquiries:

 

 BrandShield Systems plc                              +44 (0)20 3143 8300

 Yoav Keren, CEO

 Spark Advisory Partners Limited (Nominated Adviser)  +44 (0)20 3368 3554

 Neil Baldwin / Andrew Emmott / James Keeshan

 Shore Capital (Broker)                               +44 (0)20 7408 4090

 Toby Gibbs / James Thomas (Corporate Advisory)

 Henry Willcocks (Corporate Broking)

 Vigo Consulting (Financial Public Relations)         +44 (0)20 7390 0237

 Jeremy Garcia / Antonia Pollock

 brandshield@vigoconsulting.com

 

About BrandShield

BrandShield is a leading cybersecurity company founded in Israel by
cybersecurity experts that protect the world's largest brands and consumers
from phishing attacks, online fraud, and other online threats posed by
dangerous cybercriminals. Through its AI/ML platform, BrandShield identifies,
tracks, and eliminates online threats for global brands and organizations,
including Bristol Myers Squibb, Levi's, NewBalance, Swisscom, and the
Pharmaceutical Security Institute. BrandShield is quoted on the London Stock
Exchange AIM under ticker symbol BRSD. To learn more about BrandShield, please
visit the company website at www.BrandShield.com (http://www.BrandShield.com)
.

 

 

 

Chief Executive Officer's review

 

Introduction

 

The focus for the first half of 2022 remained on continuing the rapid
expansion of BrandShield's offering worldwide and in turn driving growth of
the Company's Annual Recurring Revenue ("ARR") to $6.67m representing 28%
growth relative to December 2021, and 71% growth versus the same period in the
prior year, the key KPI for the Group. This was underpinned by the conversion
of clients across a number of sectors and the ongoing investment in and
expansion of the Company's marketing and sales functions. This positive trend
has continued through August 2022, with ARR up 68% from August 2021, to
$7.26m.  Traditionally Q4 is the quarter which delivers the greatest growth
for the Company.

 

Revenues for the six months ended 30 June 2022 increased 59.9% to $2.83m
compared to H1 2021 ($1.77m), with the Group reporting a loss for the period
of $4.11m (H1 2021: loss of $1.77m), which was in-line with management's
expectations. As at 30 June 2022, the Group had cash of $2.2 million (31 Dec
2021: $1.2m).

 

As at 30 June 2022, the loss includes Share Based Payments of $1.2m; the
Company recognised the expense in the income statement according to the fair
value of the share options and warrants determined using Black Scholes
valuation model.

 

The Company secured several additional contracts in the period with clients
from a broad range of sectors. These have included new or extended contracts
with companies operating in the financial services, pharmaceutical, fashion,
crypto, entertainment, sports, cosmetics and other sectors.

 

Market dynamics

 

It has been widely reported that the Covid-19 pandemic has accelerated
digitisation with the growth in e-commerce being a clear example of this.
Alongside this growth, there has been a significant increase in associated
fraudulent activity as cyber criminals seek to exploit individuals through
phishing scams, impersonation and counterfeiting.

 

Therefore, the opportunity for BrandShield is significant, and growth in our
key target markets is showing no signs of abating and is apparent across
myriad sectors - as demonstrated by the diverse nature of our new business
wins in H1 2021 - including pharmaceutical companies engaged in the
development of vaccines.

 

Our unique proposition

 

We believe that our technology is well-placed to lead this transition to a
more digitised economy as enterprises increase their online protection and
move from focusing on internal cyber security to requiring solutions for
external threats, providing comprehensive digital risk protection solutions.
BrandShield's market leading solutions are underpinned by:

 

·    A mature product, creating higher barriers to entry

·    Ongoing investment in R&D to ensure market leadership is
maintained

·    AI/ML powered technology

·    Strong threat network detection capabilities

·    Unique image recognition and Optical Character Recognition (OCR) -
focusing on detection of emerging threats on social media and ecommerce
marketplaces

·    Big data investigation tools with multi-brand and platform
capabilities

·    Strong takedown capabilities across all digital threats

 

In addition, BrandShield adopts a multi-layered approach to the detection and
mitigation of online threats, which includes: Data, Analysis, Prioritisation,
Interface and Action.

 

Strategy

 

The Company remains in a strong growth phase in which the focus continues to
be on client conversion and driving Annual Recurring Revenue. The growth to
153 clients at the end of H1 is strong evidence of both the Company's ability
to convert new clients and to retain and indeed secure upsells to existing
clients who have remained with BrandShield for several years.

 

In February, the Company announced a contract with one of the world's largest
international consumer electronics businesses. This was followed by announcing
a win with an online gaming client that focuses on the crypto gaming
sub-sector. This is an increasingly strong sector of growth given its
propensity to be targeted by fraudulent attacks. A further leading global
pharmaceutical company agreed a contract in April and the Company announced
its formal partnership with The Sandbox in July, post-period end. The Sandbox
is a leading, decentralised gaming virtual world and a subsidiary of Animoca
Brands, which was formed to ensure the safety and security of crypto wallets
and NFT assets bought and sold over the marketplace.

 

Securing new clients remains the result of a mixture of inbound enquiries,
referrals from existing clients and our expanding outbound sales and marketing
teams around the globe. The Company is actively expanding our USA based sales
team and will be in a position to announce new and leading hires in this area
in the near future.

 

In the period a total of £2.5m funds were raised prior to associated costs.
This has allowed the Company to continue to focus on driving new client
acquisition.  In the period the following initiatives have been undertaken:

 

·    Continue to invest in and grow the sales and marketing teams

·    Specific expansion of the sales teams in the US and UK

·    Establishing a broader marketing footprint

·    Expansion of advertising, sales promotion and digital marketing
campaigns

·    Ongoing B2B public relations and brand building activities

 

BrandShield 3.0 was launched in early 2022. It was developed in accordance
with the latest market requirements and to meet the most recent digital risk
protection and brand protection challenges. The Software-as-a-Service ("SaaS")
technology includes a completely new and robust infrastructure and its
innovative user interface is both intuitive and enables more ways to detect
threat networks and carry out immediate takedowns whilst covering more threats
in less time.

 

BrandShield 3.0 provides both new and existing customers with the following
benefits:

 

·    Ease of use: complete responsiveness and customisation, unification
of system processes and pages, and intuitive step by step detections and
takedowns

 

·    Greater speed: new technologies have been implemented, significant
upgrades of databases and servers, improved coding and machine processes,
which have added to a much faster solution

 

·      Superior automation: increased levels of automation for
detection, analysis and takedowns

 

Key hires

 

The US accounts for the majority of the Company's client base and new business
pipeline, and as such remains a key focus of our expanding sales footprint.
The Company is currently undertaking a recruitment process in the US which
will further expand our pipeline of opportunity in this key region for
BrandShield.

 

Outlook

 

Growth in client numbers and associated ARR remains incredibly encouraging and
the Board is resolute in its strategy of reinforcing this as the market
opportunity continues to present itself. The Company looks forward to updating
the market in our full year results building on what is traditionally a very
strong final quarter of the year and the foundations laid in our recently
expanded sales and marketing efforts.

 

The Company remains confident in trading in line with management
expectations  for the full year 2022 and in the growth prospects in the
medium-term.

 

 

 

Yoav Keren

Chief Executive Officer

29 September 2022

 

 

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION ON BRANDSHIELD
SYSTEMS PLC FOR THE 6 MONTH PERIOD ENDED 30 JUNE 2022

 

 

CONSOLIDATED INCOME STATEMENT

For the periods ended 30 June

 

                                                Unaudited Period ended 30 June 2022    Unaudited Period ended 30 June 2021
                                          Note  $                                      $

 Revenue                                  2     2,828,073                              1,770,298

 Cost of sales                                  (1,469,009)                            (831,575)

 Gross profit                                   1,359,064                              938,723

 Research and Development expenses        3

                                                (1,648,081)                            (751,843)
 Sales and Marketing expenses             3     (1,810,787)                            (926,462)
 Operating expenses                       3     (2,044,349)                            (1,138,926)
                                                (5,503,217)                            (2,817,231)

 Loss from operations                           (4,144,153)                            (1,878,508)

 Net finance income                             30,376                                 112,169

 Loss before tax                                (4,113,777)                            (1,766,339)

 Tax expense                                    -                                      -

 Loss for the period                            (4,113,777)                            (1,766,339)

 Basic and diluted loss per share (cent)  4

                                                (0.032)                                (0.015)

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the periods ended 30 June

 

                                                              Unaudited Period ended 30 June 2022    Unaudited Period ended 30 June 2021
                                                              $                                      $

 Loss for the period                                          (4,113,777)                            (1,766,339)
 Other comprehensive income:
 Items that will or may be reclassified to profit or loss:
 Other comprehensive(loss) / income                           (222,714)                              84,612
 Total comprehensive loss                                     (4,336,491)                            (1,681,727)

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June

 

                                                              Unaudited Period ended 30 June 2022      Audited Year ended December 31, 2021
                                                        Note  $                                        $

 Non-current assets
 Property, plant and equipment                                231,832                                  47,839
 Financial assets at fair value through profit or loss  12                                             4,112,107

                                                              3,681,806
                                                              3,913,638                                4,159,946

 Current assets
 Trade and other receivables                            5     1,576,268                                825,066
 Financial assets at fair value through profit or loss                                                 20,534

                                                              18,385
 Other financial assets                                       136,346                                  16,218
 Cash and cash equivalents                              6     2,178,349                                1,194,275
 Restricted cash                                              370,401                                  191,770
 Assets classified as held for sale                           302,514                                  337,870
                                                              4,582,263                                2,585,733

 Total assets                                                 8,495,901                                6,745,679

 Current liabilities
 Short term loan and bank overdraft                     7     2,003,493                                1,626,357
 Trade and other payables                               8     4,043,629                                2,807,924
                                                              6,047,122                                4,434,281
 Non-current liabilities
 Other payables                                               25,914                                   32,230
                                                              25,914                                   32,230
 Total liabilities                                            6,073,036                                4,466,511

 Net assets                                                   2,422,865                                2,279,168

 Equity attributable to owners of the parent
 Share capital                                          11    9,600,030                                9,299,228
 Share premium                                          11    30,663,129                               27,686,289
 Reverse acquisition reserve                                  (20,653,597)                             (20,653,597)
 Other reserves                                               5,320,606                                4,340,773
 Retained earnings                                            (22,507,303)                             (18,393,526)
 Total equity                                                 2,422,865                                2,279,168

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Unaudited

 

                                                                                                                         Share capital                                                 Reverse acquisition reserve                   Retained earnings  Total

                                                                                                                                        Share premium                                                               Other reserves
                                                                                                                         $              $                                                                           $                $                  $
 Balance as at 1 January 2021                                                                                            9,246,267      27,353,294                                     (20,653,597)                 3,101,442        (12,646,446)       6,400,960

 Loss for the period ended 30 June  2021                                                                                 -                                                                                                           (1,766,339)        (1,766,339)

                                                                                                                                                              -                        -                            -
 Share based payments                                                                                                    -              -                                              -                            56,436           -                  56,436
 Issue of shares in relation to warrants and options exercise                                                            52,968                                                                                                      608,630            385,963

                                                                                                                                        332,995                                        -                            (608,630)
 Exchange differences on translation                                                                                     -                                                                                                           451,060            84,612

                                                                                                                                        -                                              -                            (366,441)
 Balance as at 30 June 2021                                                                                              9,229,228      27,686,289                                     (20,653,597)                 2,182,807        (13,353,095)       5,161,632

                                                                                                                         Share capital                                                 Reverse acquisition reserve                   Retained earnings  Total

                                                                                                                                        Share premium                                                               Other reserves
                                                                                                                         $              $                                              $                            $                $                  $
 Balance as at 1 January 2022                                                                                            9,299,228      27,686,289                                     (20,653,597)                 4,340,774        (18,393,526)       2,279,168

 Loss for the period ended 30 June  2022                                                                                 -                                                                                                           (4,113,777)        (4,113,777)

                                                                                                                                        -                                              -                            -
 Issue of share capital                                                                                                  300,803        2,976,840                                      -                            -                -                  3,277,642
 Share based payments                                                                                                    -              -                                              -                            1,202,546        -                  1,202,546
 Exchange differences on translation                                                                                     -                                                                                                           -                  (222,714)

                                                                                                                                        -                                              -                            (222,714)
 Balance as at 30 June 2022                                                                                              9,600,031      30,663,129                                     (20,653,597)                 5,320,606        (22,507,303)       2,422,865

 

 

 

 

UNAUDITED CONSOLIDATED CASH FLOW STATEMENTS

For the periods ended 30 June

 

                                                               Unaudited Period ended 30 June 2022      Unaudited Period ended 30 June 2021
                                                               $                                        $
 Cash flows from operating activities
 Loss for the year                                             (4,113,777)                              (1,766,339)
 Adjustments for:
 Depreciation                                                  15,615                                   4,946
 Share based payment expense                                   1,202,546                                56,436
 Foreign exchange on operations                                245,090                                  -
 Increase in trade and other receivables                       (751,202)                                (523,934)
 Increase in other financial assets                            (120,128)                                -
 Increase in restricted cash                                   (178,631)                                -
 Increase in trade and other payables                          1,229,390                                732,148
 Net cash flows from operating activities                      (2,471,097)                              (1,496,743)

 Investing activities
 Purchase of property, plant and equipment                     (199,607)                                (37,103)
 Net cash used in investing activities                         (199,607)                                (37,103)

 Financing activities
 Proceeds from loans and borrowings                            377,136                                  -
 Proceeds from exercised warrants                              -                                        387,610
 Proceeds from issue of ordinary shares                        3,277,642                                -
 Net cash used in financing activities                         3,654,778                                387,610

 Net (decrease) /  increase  in cash and cash equivalents

                                                               984,074                                  (1,146,236)
 Cash and cash equivalents at beginning of period              1,194,275                                3,198,525
 Foreign exchange differences on cash                          -                                        14,558
 Cash and cash equivalents at end of period

                                                               2,178,349                                2,066,847

 

Non-cash transactions

 

The Company operates an equity-settled, share-based scheme under which the
Company receives services from employees as consideration for equity
instruments (options) of the Company. The value of the employee services
received is expensed in the Income Statement and its value is determined by
reference to the fair value of the options granted, calculated using the Black
Scholes model. In the period to 30 June 2022 4,433,552 options were issued at
a fair value of 0.08 USD per option.

 

 

NOTES TO THE FINANCIAL INFORMATION

 

1.      General information and basis of preparation

 

The principal activity of BrandShield Systems plc (the 'Company') is the
development of a brand protection and online threat hunting solution to
prevent, detect and remove online threats, through its research and
development centre in Israel.

 

Basis of preparation

 

The condensed consolidated interim financial statements ("Interim Financial
Statements") of the Group have been prepared in accordance with the AIM Rules
for Companies and UK adopted international accounting standards and the
Companies Act 2006. They have been prepared under the assumption that the
Group operates on a going concern basis. As permitted, the Group has chosen
not to fully adopt IAS 34 in preparing the Interim Financial Statements. The
Interim Financial Statements have been prepared under the historical cost
convention, as modified by the revaluation of financial assets at fair value
through profit or loss.

 

The Interim Financial Information has been prepared under the same basis of
preparation and accounting policies as adopted in the audited annual financial
statements for the period to 31 December 2021, which were authorised by the
Board on 30 June 2022. The Interim Financial Statements should be read in
conjunction with these annual financial statements.

 

The interim financial information is presented in US Dollars.

 

Going concern

 

The financial statements have been prepared on the assumption that the group
will continue as going concern. Under the going concern assumption, an entity
is ordinarily viewed as continuing in business for the foreseeable future with
neither the intention nor the necessity of liquidation, ceasing trading or
seeking protection from creditors pursuant to laws or regulations.

 

The wording included in the going concern policy and relevant disclosures
within the Annual Report for the year ended 31 December 2021 is still
applicable to the group as at 30 June 2022.

 

 

Critical accounting estimates

 

The preparation of Interim Financial Statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Company's
accounting policies. The key assumptions used in preparation of the Interim
Financial Information are in conformity with the assumptions used in the
annual financial statements unless otherwise stated.

 

Accounting policies

 

The same accounting policies, presentation and methods of computation have
been followed in the Interim Financial Statements as were applied in the
Company's audited annual financial statements. No new standards were adopted
in the period. There are no new standards issued but not yet effective that
have been early adopted or are expected to have a material impact on the
Company.

 

2.      Revenue

 

Revenue is generated from the sale of online monitoring services. In the
period ended 30 June 2022, 96% of sales were made overseas (The period ended
30 June 2021: 94.8%). The majority of overseas sales are made in the USA.

 

3.      Research and Development expenses

 

                      Unaudited Period ended 30 June 2022    Unaudited Period ended 30 June 2021
                      $                                      $
 Salaries             (817,191)                              (617,893)
 Share based payment  (488,592)                              -
 Other expenses       (342,298)                              (133,950)
                      (1,648,081)                            (751,843)

 

Sales and marketing expenses

                            Unaudited Period ended 30 June 2022    Unaudited Period ended 30 June 2021
                            $                                      $
 Salaries                   (658,121)                              (479,457)
 Advertising and Marketing  (950,831)                              (447,005)
 Share based payment        (201,835)                              -
                            (1,810,787)                            (926,462)

 

Operation expenses

                           Unaudited Period ended 30 June 2022    Unaudited Period ended 30 June 2021
                           $                                      $
 Salaries                  (523,567)                              (342,319)
 Share based payment       (493,692)                              -
 Rent and utilities        (258,891)                              (138,150)
 Office and miscellaneous  (16,578)                               (135,108)
 Other expenses            (751,621)                              (523,349)
                           (2,044,349)                            (1,138,926)

 

 

 

 

 

 

 

 

 

 

 

 

 

4.      Loss per share

 

Basic loss per share is calculated by dividing the profit attributable to
equity holders of the Company by the weighted average number of ordinary
shares in issue during the year.

 

 

                                                     Unaudited Period ended 30 June 2022    Unaudited Period ended 30 June 2021
                                                     $                                      $
 Loss attributable to equity holders of the Company  4,113,777                              1,766,339
 Weighted average number of shares                   129,171,159                            116,043,727
 Loss per share (cents)                              (0.032)                                (0.015)

 

Since the Company is loss making, the share options, warrants and convertible
loans currently in issue are non-dilutive.

 

 

5.      Trade and other receivables

 

                                         Unaudited                     Audited Year ended 31 December 2021

                                         Period ended 30 June 2022
                                         $                             $
 Trade receivables                       1,557,957                     647,551
 Other receivables and prepaid expenses  18,385                        177,515
                                         1,576,268                     825,066

 

 

6.      Cash and cash equivalents

 

                            Unaudited Period ended 30 June 2022    Audited Year ended 31 December 2021
                            $                                      $
 Cash and cash equivalents  2,178,349                              1,194,275
                            2,178,349                              1,194,275

 

 

 

7.      Short term loan and bank overdraft

 

BrandShield Ltd has entered into an agreement with Leumi Bank to provide a
revolving credit line facility of up to 8 million NIS (c. $2.3 million) for 24
months. The credit line bears a competitive interest rate. The facility allows
drawdown of up to four times Monthly Revenue (net of churn) and includes
covenants of a type typical of such an agreement.

 

 

8.      Trade and other payables

 

 

                                 Unaudited Period ended 30 June 2022    Audited Year ended 31 December 2021
                                 $                                      $
 Trade payables                  452,035                                642,801
 Amounts due to related parties  60,664                                 94
 Salaries, accruals and taxes    1,153,186                              777,366
 Royalties Payable               -                                      346,306
 Deferred revenue                2,377,744                              1,041,357
                                 4,043,629                              2,807,924

 

 

 

9.    Related party transactions

 

BrandShield Limited is connected to its predecessor Domain the Net
Technologies Limited (the "Related Party"), a company registered in Israel.
BrandShield Limited demerged from the Related Party in 2013 and has directors
in common. Furthermore, the two parties share several operational costs,
including sharing rental costs. There is a formal agreement between the
Company and its related party (signed 17 May  2020).

 

BrandShield Limited is connected to its parent company BrandShield Systems
plc. There is a formal service agreement between the two companies (signed 25
July 2021).

 

BrandShield Limited is connected to its subsidiary BrandShield Inc.

 

 

10.  Share based payments

 

The Company operates an equity-settled, share-based scheme under which the
Company receives services from employees as consideration for equity
instruments (options and warrants) of the Company. The fair value of the
third-party suppliers' services received in exchange for the grant of the
options is recognised as an expense in the Income Statement or charged to
equity depending on the nature of the service provided. The value of the
employee services received is expensed in the Income Statement and its value
is determined by reference to the fair value of the options granted:

 

·          including any market performance conditions.

·          excluding the impact of any service and non-market
performance vesting conditions (for example, profitability or sales growth
targets, or remaining an employee of the entity over a specified time period);
and

·          including the impact of any non-vesting conditions (for
example, the requirement for employees to save).

 

The fair value of the share options and warrants are determined using the
Black Scholes valuation model at the date of grant.

 

Non-market vesting conditions are included in assumptions about the number of
options that are expected to vest. The total expense or charge is recognised
over the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each reporting period,
the entity revises its estimates of the number of options that are expected to
vest based on the non-market vesting conditions. It recognises the impact of
the revision to original estimates, if any, in the Income Statement or equity
as appropriate, with a corresponding adjustment to a separate reserve in
equity.

 

When the options are exercised, the Company issues new shares. The proceeds
received, net of any directly attributable transaction costs, are credited to
share capital (nominal value) and share premium when the options are
exercised.

 

 

11.  Share capital and share premium

 

Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new ordinary shares or options are shown in
equity as a deduction, net of tax, from the proceeds.

 

                               Number of Ordinary shares  Number of Deferred shares  Share                      Total

                                                                                     capital

                                                                                                Share premium
                                                                                     $          $               $
 As at 1 January 2021          114,136,532                32,385,056                 9,246,267  27,353,294      36,599,561
 Issue of shares for warrants  3,814,389                                             52,968                     385,956

                                                          -                                     332,995
 As at 30 June 2021            117,950,921                32,385,056                 9,299,228  27,686,289      36,985,517

 As at 1 January 2022          117,950,921                32,385,056                 9,299,228  27,686,289      36,985,517
 Issue of shares               23,214,286                 -                          300,803    2,976,839       3,277,642
 As at 30 June 2022            141,165,207                32,385,056                 9,600,031  30,663,128      40,263,159

 

 

12. Financial assets at fair value through profit and loss

 

The Company reviews the fair value of its unquoted equity instruments at each
Statement of Financial Position date. This requires management to make an
estimate of the value of the unquoted securities in the absence of an active
market.

 

The Company follows the guidance of IFRS 9 to determine when an investment at
fair value through profit or loss is impaired. This determination requires
significant judgement. In making this judgement, the Company evaluates, among
other factors, the duration and extent to which the fair value of an
investment is less than its cost; and the financial health of the short-term
business outlook for the investee, including factors such as industry and
sector performance and operational and financing cash flow. Management also
considers external indicators such as technological advances and trends,
commodity prices, investment performance and demand for the underlying
commodity. Financial assets held at fair value through profit or loss are
assessed individually.

                   Unaudited Period ended 30 June 2022    Audited Year ended 31 December 2021
                   $                                      $
 Opening balance   4,112,107                              4,112,107
 Foreign exchange  (430,301)                              (41,495)
 Closing balance   3,681,806                              4,112,107

 

 

Financial assets include the following:

 

 Unlisted securities  Unaudited Period ended 30 June 2022    Audited Year ended 31 December 2021
                      $                                      $
 UK                   3,681,806                              4,112,107
                      3,681,806                              4,112,107

 

At 30 June 2022, the Directors' view of fair value of the Company's investment
in WeShop Ltd is $3,681,806 ($4,216,526 at 31 December 2021). This remains in
line with the aggregate cost of investment. While WeShop remains pre-revenue,
the Directors continue to believe that social commerce represents an exciting
and authentic digital shopping opportunity, particularly post Covid-19 which
has driven more traffic online and away from the high street. While the
Directors are hopeful of a deliverable transaction at an attractive valuation,
they consider it prudent to continue to fair value the asset at cost.

 

13. Subsequent events

 

No subsequent events were identified between the reporting period and issue of
the interim financial information.

 

14.Availability of Interim Report

 

The interim report is available on www.brandshield.com
(http://www.brandshield.com)

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