REG - Brandshield Systems - Result of General Meeting
13/10/2023 13:00
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RNS Number : 1111Q Brandshield Systems PLC 13 October 2023
13 October 2023
BrandShield Systems plc
("BrandShield," the "Company," or the "Group")
Result of General Meeting
BrandShield Systems (AIM: BRSD), a leading provider of cybersecurity solutions
for brand oriented digital risk protection, announces that all resolutions
proposed at the Company's General Meeting held at 11.00 a.m. this morning were
duly passed. Resolution 1 was read on a poll of Independent Shareholders in
accordance with the requirements of the Takeover Code. The table below sets
out the results of the voting on the resolutions:
Resolution (*indicates special resolution) Votes for % of shares voted Votes against % of shares voted
Resolution 1: to approve the Rule 9 Waiver. 57,107,384 99.85% 87,439 0.15%
Resolution 2: that, pursuant to section 551 of the CA 2006, the directors be 110,373,215 99.27% 808,949 0.73%
and are hereby generally and unconditionally authorised to allot equity
securities up to the maximum aggregate nominal amount of £775,000.
Resolution 3*: to dis-apply the statutory rights of pre-emption under Section 110,323,983 99.23% 858,181 0.77%
561(1) of the CA 2006, up to a nominal amount of £775,000 pursuant to the
authority conferred by Resolution 2 above.
Resolution 4*: to approve the cancellation of the admission to trading on AIM 101,990,650 99.17% 858,181 0.83%
of the ordinary shares of nominal value of 1p each in the capital of the
Company and that the directors of the Company be generally and unconditionally
authorised to take all actions reasonable or necessary to effect such
cancellation.
Allotment of Shares and Warrants
Following the General Meeting the Company has today allotted 47,137,662
Subscription Shares and 914,018 Open Offer Shares, being the number of
Ordinary Shares applied for by Qualifying Shareholders under the Open Offer
(and as notified on 6 October 2023).
In addition, the Company has issued 47,137,662 Subscription Warrants and
914,018 Open Offer Warrants.
Application has been made for the 47,137,662 Subscription Shares and 914,018
Open Offer Shares to be admitted to trading on AIM. Admission is expected to
take place on or around Monday 16 October.
Granting of Options, and repricing of Existing Options
A total of 48,203,800 New Options have been granted which includes the
following to Directors and PDMRs:
Name Number of Options Exercise Price
Yoav Keren 16,363,250 See PDMR tables below
Yuval Zantkeren 16,363,250 See PDMR tables below
Itai Galmor 10,117,300 See PDMR tables below
In addition, the exercise price or exercise period for various Existing
Options and Existing Warrants, as more fully detailed in paragraphs 5.3 and
5.4 of Part I of the Circular, have been amended.
Total Voting Rights
Following Admission, the Company will have 218,383,554 Ordinary Shares in
issue. Since the Company currently holds no shares in treasury, the total
number of voting rights in the Company will therefore be 218,383,554. These
figures may therefore 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 in their interest in, the share capital of the
Company under the FCA's Disclosure Guidance and Transparency Rules.
Cancellation of Admission to trading on AIM
The Company confirms that the cancellation of the admission to trading on AIM
of the Company's ordinary shares will take effect from 7.00 a.m. on Monday 23
October.
Waiver of Rule 9 of the City Code
The Panel agreed to waive the Concert Party's obligation to make an offer that
would otherwise arise under Rule 9 of the Takeover Code as a result of the
issue of 32,939,572 new ordinary shares to members of the Concert Party under
the Subscription and the exercise of the Subscription Warrants, New Options
and Broker Warrants held by members of the Concert Party. The Rule 9 Waiver
was subject to Independent Shareholders approving the Waiver Resolution by way
of a poll at the General Meeting. As more than 50 per cent. of the votes were
cast in favour, the Waiver Resolution was duly passed by the Independent
Shareholders by way of poll at the General Meeting.
The Concert Party comprises those acting, or deemed to be acting, in concert
with it, as more fully described in paragraph 7 of Part I (Letter from the
Chairman of BrandShield Systems plc) in the Circular published on 20 September
2023.
Following Admission, members of the Concert Party will have an interest in
Ordinary Shares equating to an aggregate of 40.91 per cent. of the issued
share capital of the Company. Assuming that members of the Concert Party
exercise all Existing Options, New Options, Subscription Warrants and Broker
Warrants held by them, then the Concert Party would, in aggregate, hold
interests in Ordinary Shares carrying a maximum of 58.41 per cent. of the
issued share capital of the Company, as set out in the table below.
Concert Party Member Ordinary Shares held post Admission % of Ordinary Share Capital post Admission Existing Options and Existing Warrants Maximum number of Shares arising from exercise of Existing Options, Existing Maximum Number of Ordinary Shares held by Concert Party Member Maximum % of Ordinary Share Capital held by Concert Party Member (1)
Warrants, New Options, Subscription Warrants, and Broker Warrants
Yoav Keren 11,888,670 5.44% 7,885,800 16,363,250 36,137,720 11.65%
Yuval Zantkeren 11,888,670 5.44% 7,885,800 16,363,250 36,137,720 11.65%
Gigi Levi Weiss 7,117,397 3.26% - 1,703,771 8,821,168 2.84%
New Enterprise Ltd 11,558,235 5.29% 2,603,024 - 14,161,259 4.65%
Leelavthi Subbiah 3,275,329 1.50% - - 3,275,329 1.06%
Harel Kodesh 1,381,761 0.63% - - 1,381,761 0.45%
Afterdox and Afterdox Partners 10,003,127 4.58% - - 10,003,127 3.22%
Joseph Haykov 32,234,152 14.76% - 31,235,801 63,469,953 20.46%
Subramanian Subbiah - 0.00% - 7,808,950 7,808,950 2.52%
Total 89,347,341 40.91% 18,374,624 73,475,022 181,196,987 58.41%
(1) assuming no options or warrants held by persons other than members of the
Concert Party are exercised.
The full text of the resolutions set out above is set out in the Notice of
General Meeting dated 20 September 2023.
As at 12 October 2023, the Company's issued share capital consisted of
170,331,874 ordinary shares, carrying one vote per share, with no shares held
by the Company in treasury. In accordance with the Articles of Association, on
a poll every member present in person or by proxy has one vote for every share
held.
In accordance with the terms of the Panel Waiver, only Independent
Shareholders were entitled to vote on the Waiver Resolution. Therefore, any
votes by members of the Concert Party in respect of the Waiver Resolution
were not taken into account. Votes withheld are not votes in law and
therefore have not been counted in the calculation of the proportion of the
votes for and against any resolution. Link Group was appointed as the
scrutineer for vote-taking at the General Meeting.
Unless otherwise defined herein, capitalised terms used in this announcement
shall have the same meanings as defined in the Circular dated 20 September
2023.
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 / Kendall Hill
brandshield@vigoconsulting.com
The notification below, made in accordance with the Market Abuse Regulation,
provides further details in relation to these PDMR dealings.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Yoav Keren
2 Reason for notification
a) Position / status Director
b) Initial notification Initial
/Amendment
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 Ordinary shares of 1p (£0.01) each in the capital of BrandShield Systems Plc
Identification code ISIN GB00BM97CN29
Nature of the transaction Grant of new options
Price(s) and volumes(s) Price(s) Volume(s)
5.68p 7,914,690
8.52p 6,933,280
10.5p 326,850
14p 40,120
15p 259,750
20p 798,650
25p 89,910
16,363,250
d) Aggregated information
- Aggregated volume 16,363,250
- Aggregated price See table above
e) Date of the transaction 13 October 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Aggregated price
16,363,250
See table above
e)
Date of the transaction
13 October 2023
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Yuval Zantkeren
2 Reason for notification
a) Position / status Director
b) Initial notification Initial
/Amendment
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 Ordinary shares of 1p (£0.01) each in the capital of BrandShield Systems Plc
Identification code ISIN GB00BM97CN29
Nature of the transaction Grant of new options
Price(s) and volumes(s) Price(s) Volume(s)
5.68p 7,914,690
8.52p 6,933,280
10.5p 326,850
14p 40,120
15p 259,750
20p 798,650
25p 89,910
16,363,250
d) Aggregated information
- Aggregated volume 16,363,250
- Aggregated price See table above
e) Date of the transaction 13 October 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Aggregated price
16,363,250
See table above
e)
Date of the transaction
13 October 2023
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Itai Galmor
2 Reason for notification
a) Position / status PDMR
b) Initial notification Initial
/Amendment
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 Ordinary shares of 1p (£0.01) each in the capital of BrandShield Systems Plc
Identification code ISIN GB00BM97CN29
Nature of the transaction Grant of new options
Price(s) and volumes(s) Price(s) Volume(s)
5.68p 7,318,7002,798,000
8.52p
d) Aggregated information
- Aggregated volume 10,117,300
- Aggregated price See above
e) Date of the transaction 13 October 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Aggregated price
10,117,300
See above
e)
Date of the transaction
13 October 2023
f)
Place of the transaction
Outside a trading venue
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