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 and are hereby generally and unconditionally authorised to allot equity securities up to the maximum aggregate nominal amount of £775,000.
| 110,373,215 | 99.27% | 808,949 | 0.73% |
| Resolution 3*: to dis-apply the statutory rights of pre-emption under Section 561(1) of the CA 2006, up to a nominal amount of £775,000 pursuant to the authority conferred by Resolution 2 above. | 110,323,983 | 99.23% | 858,181 | 0.77% |
| Resolution 4*: to approve the cancellation of the admission to trading on AIM 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. | 101,990,650 | 99.17% | 858,181 | 0.83% |
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 Warrants, New Options, Subscription Warrants, and Broker Warrants | Maximum Number of Ordinary Shares held by Concert Party Member | Maximum % of Ordinary Share Capital held by Concert Party Member 1 |
| 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 Yoav Keren, CEO
| +44 (0)20 3143 8300 |
| Spark Advisory Partners Limited (Nominated Adviser) Neil Baldwin / Andrew Emmott / James Keeshan
| +44 (0)20 3368 3554 |
| Shore Capital (Broker) Toby Gibbs / James Thomas (Corporate Advisory) Henry Willcocks (Corporate Broking)
| +44 (0)20 7408 4090 |
| Vigo Consulting (Financial Public Relations) Jeremy Garcia / Kendall Hill brandshield@vigoconsulting.com | +44 (0)20 7390 0237 |
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 /Amendment | Initial | ||||
| 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 Identification code | Ordinary shares of 1p (£0.01) each in the capital of BrandShield Systems Plc ISIN GB00BM97CN29
| ||||
| | Nature of the transaction | Grant of new options | ||||
| | Price(s) and volumes(s) |
| ||||
| 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 /Amendment | Initial | ||||||
| 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 Identification code | Ordinary shares of 1p (£0.01) each in the capital of BrandShield Systems Plc ISIN GB00BM97CN29
| ||||||
| | Nature of the transaction | Grant of new options | ||||||
| | Price(s) and volumes(s) |
| ||||||
| 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 /Amendment | Initial | ||||||
| 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 Identification code | Ordinary shares of 1p (£0.01) each in the capital of BrandShield Systems Plc ISIN GB00BM97CN29
| ||||||
| | Nature of the transaction | Grant of new options | ||||||
| | Price(s) and volumes(s) |
| ||||||
| 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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