Hill Dickinson advises AIM-listed Two Shields Investments plc (renamed BrandShield Systems plc) on its acquisition of BrandShield Limited

Hill Dickinson’s London Corporate team has recently advised its client Two Shields Investments plc (TSI) (renamed BrandShield Systems plc) on its reverse takeover acquisition of Israeli company, BrandShield Limited (BrandShield), completion of which was announced on 1 December 2020. The acquisition included a placing and subscriptions which raised gross proceeds of £3.2 million.

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. 

Andrew Lawley, chairman of TSI, commenting on the transaction, noted: 
“We are delighted to announce the completion of 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.

“These significant developments position us for continued future success and are to the benefit of all shareholders, particularly as we move forward into an ever more digital age.”

The aggregate consideration is approximately £13.15 million, to be satisfied by the issue of consideration shares in TSI and pursuant to the completion of the acquisition, TSI has now been renamed BrandShield Systems plc. 

Hill Dickinson corporate legal director Mark Wheeler advised TSI on the transaction with assistance from senior associate Rohit Fogla, associate Paul Jackson and paralegals Sanne Gerdsen and Henry Schoen.

Further commenting, John Taylor, non-executive director of Two Shields Investments, stated:
“Myself and the TSI board would like to thank Hill Dickinson for their continued efforts throughout this transaction. Despite the challenges presented by COVID, they have been available throughout to help guide us and the other transaction parties, working ably with SPARK (our Nomad), the joint brokers and BrandShield and their advisers. As a transaction with an Israeli entity there were various tax-structuring elements that required detailed collaboration between Hill Dickinson, EMS and Kepstorn (BrandShield’s Israeli and UK lawyers), and Mark and his colleagues helped us navigate these challenges admirably.”