Two Shields (TSI ) has announced a 200:1 share consolidation, a placing and subscription to raise approximately £3.2 million at 0.1p (before consolidation) and the conditional acquisition of all the shares in BrandShield Ltd not currently held by the Company for an aggregate consideration of approximately £13.15 million. 

Rationale for the Acquisition 

BrandShield provides an end-to-end digital brand protection and online threat hunting solution to protect its customers from the financial costs and reputational damage suffered from phishing attacks, online fraud, executive impersonation or the sale of counterfeit goods online. 

The product is now highly developed and BrandShield is entering a marketing phase, funded by the £3.2 million placing and subscription announced today, in order to accelerate growth and capture what the board believes to be an exceptional opportunity. 

The Acquisition, if completed, constitutes a reverse takeover of the Company under the AIM Rules for Companies. 

Two Shields Investments plc will change its name to BrandShield Systems Plc, to reflect the business of the Enlarged Group. 

Key strengths: 

  • End-to end SaaS delivered solution which detects potential threats, analyses them, prioritises them and is then able to take them down 
  • Proprietary, AI-powered solution is constantly self-improving, using big data and algorithms to detect networks of fraudulent activity and counterfeiters 
  • Products cover many types of online platforms including websites, marketplaces, social media, mobile apps and PPC ads 
  • Extensive and growing list of clients, including Fortune 500 global brands, which present increasing cross-selling opportunities. Clients from a diverse range of sectors including financial services, pharmaceuticals, fashion, online, sports and entertainment 

Recent Financial and Operating Highlights: 

  • A fast-growing subscription business, BrandShield grew Annual Recurring Revenue ("ARR") from $0.57 million at 31 December 2017 to $1.92 million at 31 December 2019, a CAGR of 83% 
  • ARR from new business signed in H1 2020 almost equivalent to that signed in full year 2019. As of 30 September 2020, ARR was $2.5m 
  • Company emerging stronger from Covid-19 which has led to a significant increase in on-line traffic and a corresponding increase in phishing and online fraud 
  • The market in which BrandShield operates is experiencing rapid growth, from $5.3bn in 2018 to an estimated $12.9 billion in 2023, representing a 19.7% CAGR* 

*Source: MarketsandMarkets, November 2018 

Shares in Two Shields have traded strongly over the past three months, rising from 0.1p in August to Open at 0.125p following the announcement. 

Andrew Lawley, Chairman of TSI, commented: "We are delighted to announce the acquisition of BrandShield today. TSI revised its strategy in recent years to focus on increasing exposure to the high-growth, technology enabled investments within its portfolio, and today's acquisition clearly illustrates the success of that strategy. 

"In addition, we have raised £3.2 million in new funding to support BrandShield's ambitious growth strategy. With BrandShield's product now highly developed it is aiming to significantly increase sales & marketing activity to capitalise on the rapid growth within its industry, caused by an acceleration in digital transformation and associated online criminal activity. 

"These significant developments position us for continued future success and are to the benefit of all shareholders." 

Yoav Keren, BrandShield CEO, said: "We are delighted to be joining the AIM market and to have successfully raised funds to accelerate our growth trajectory. The coronavirus crisis has been a coming of age for cybercriminals across the world, who are capitalising on the changes in consumer and work habits, such as the increases in online shopping and video conferencing.  More and more companies are waking up to the dangers this presents to their businesses, customers and staff. 

"This means the demand for BrandShield's market-leading services, which can remove the online threats that cause companies significant financial and reputational damage, is only going to grow. Our listing will provide us with the investment to capitalise on this opportunity and deliver long-term value to our shareholders."