REG - Brandshield Systems - Result of the Placing and Subscription

Brandshield SystemsAnnouncement

15/11/2022 07:00

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RNS Number : 4249G  Brandshield Systems PLC  15 November 2022

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
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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                                             +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 / Rachel Goldstein (Corporate Advisory)

 Henry Willcocks (Corporate Broking)

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

 Jeremy Garcia / Kendall Hill

 brandshield@vigoconsulting.com

 

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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