# Two Shields Investments plc Share Swap with WeShop Limited

- Link: https://www.directorstalkinterviews.com/two-shields-investments-plc-share-swap-with-weshop-limited/412783458
- Published: 2019-05-24T07:15:35+01:00
- Author: Giles Arbor

**Two Shields Investments plc** (LON: TSI), the AIM quoted investment company with
a strategy to build a high quality portfolio of investments in fast growing and 
scalable digital and technology enabled businesses, has today announced that it 
has today signed a Share Purchase Agreement pursuant to which certain shareholders
of WeShop Limited have conditionally agreed to swap their shares in WeShop for the
issue and allotment of new Ordinary Shares in TSI. The Share Swap is conditional
upon inter alia the shareholders of TSI granting the requisite authorities to issue
the Consideration Shares to complete the Share Swap. TSI shareholders will be asked
to consider these resolutions at a General Meeting in the near future.

WeShop is an innovative, digital social network platform focused on the rapidly 
growing and highly valuable social e-commerce sector forecast to become a US$350
billion market over the mid-term. WeShop’s digital platform enhances online shopping
experiences by combining social media’s assets of reviews, likes, and shares with
an engaging retail e-commerce offering, specifically tailored to the individual 
user. Users benefit from gaining access to thousands of brands and millions of products
on one platform plus a two-way sharing of ideas with friends to participate in a
rewards system whilst brands and retailers benefit from increased sales and awareness.
Retail partnerships with major brands and retailers including ASOS, Harrods, Nike,
Tesco and Boots have already been established, and as a result WeShop has a firm
foundation for future growth.

Subject to GM approval, the Transaction will be completed with settlement made effective
through the issuance by TSI of 1,000,000,000 Consideration Shares, conditional upon
Admission. On completion of the Transaction, TSI will increase its holding in WeShop
from 1.71% to 6.7% of the issued share capital of WeShop. TSI will acquire 226,667
shares currently in issue from certain WeShop shareholders, taking TSI’s holding
to 301,918 shares. WeShop has conducted fundraising activities over the last 12 
months at £5.98 per WeShop share, including most recently in April 2019, in which
TSI acquired 16,722 shares for consideration of £100,000. On this basis, the current
Transaction represents an implied issue price of circa 0.136p per Consideration 
Share.

As the Company announced on 15 March 2019, TSI notes that WeShop has made considerable
progress since TSI first invested at £5.98 per WeShop share in July 2018. This progress
includes:

· Increase WeShop retailer count from 3,000 to 9,000+

· Increase UK product count from circa 5m to 150m+

· Provide access to a global product feed of circa 1.6bn products in 12 countries

· Provide access to a global retailer count of over 20,000 merchants

· Strengthened management team

In addition, successful completion of the Transaction would result in TSI acquiring
new shareholders, some of whom have considerable track records in investing in successful
technology businesses. They include Matthew Hammond, the current CFO of Mail.ru,
the largest internet business in Russia, and a current Director of WeShop. The new
shareholders will be subject to lock-in agreements for 6 months and standard orderly
market restrictions for a further 6 months thereafter, as from the date of Admission
of the Consideration Shares.

Application will be made for the admission of the new 1,000,000,000 Ordinary Shares
to trading on AIM, with Admission expected to take place following the GM.

In the year ended 30 June 2018, WeShop reported an unaudited loss of £6,520,229.
The net asset value of WeShop at 30 June 2018 was £89,000.

Following Admission, the Company’s issued share capital will comprise 3,361,596,558
Ordinary Shares, each with voting rights. The above figure of 3,361,596,558 Ordinary
Shares 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 in their interest in, the share capital of the Company under the Disclosure
Guidance and Transparency Rules.

**James Sowerby, CEO of WeShop, commented: **

> “I am personally delighted that TSI is increasing its position as a strategic 
> investor in WeShop. They have demonstrated since their first investment that they
> are a real partner to the business, working closely with us on our plans. It also
> represents a strong vote of confidence in us as a business and team, and we look
> forward to working closely with TSI on the exciting journey ahead.
> “The market opportunity for social commerce continues to strengthen, and the overwhelmingly
> positive feedback we’ve had from our users validates our product and approach.
> We are gearing ourselves up for launch in Q3 this year, when we will start to 
> realise the potential that social commerce represents. TSI’s ongoing support will
> enable us to further invest in user acquisition, growth and the product to ensure
> we are delivering the best possible end to end user experience.”

**Chairman of Two Shields Investments plc, Andrew Lawley, said: **

> “The Board of TSI is delighted to have the opportunity to increase our holding
> in WeShop as it continues its development into a truly global social commerce 
> company. Successful completion of this Transaction will follow WeShop’s recent
> announcement in which it highlighted its product and proposition enhancements,
> its strengthened team, new branding and the agreements of key commercial deals.

> The Transaction is a further example of the Board acting on its stated strategy
> of leveraging the technology based and highly scalable investments in the portfolio
> as it continues to seek opportunities to reduce exposure to legacy natural resources
> exploration assets. The Board is continuing to seek opportunities to realise value
> in these natural resources assets whilst shielding the Company from any ongoing
> liability in terms of further capital requirements.

> “We look forward to updating the market on progress with the Transaction following
> the GM and are to hopefully welcoming new shareholders to TSI that believe in 
> our revised strategy and returning value to all shareholders.”

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