REG - Live Company Group - Investor Update, Issue of Equity and TVR

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14/06/2024 11:15

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RNS Number : 5301S  Live Company Group PLC  14 June 2024

14 June 2024

 

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No 596/2014. as it forms part
of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018
("UK MAR").

 

LIVE COMPANY GROUP PLC

("LVCG", the "Company" or the "Group")

CORNERSTONE INVESTOR UPDATE

UPDATE ON BRICKLIVE

ADDITIONAL CHAIRMAN'S LOAN

CHANGE OF AUDITOR ISSUE OF EQUITY

TOTAL VOTING RIGHTS

DIRECTOR/PDMR SHAREHOLDING

 

 

 

Further to the announcement on 21 March 2024 LVCG Plc provides an update on
the Cornerstone Investor and confirms the issue of equity for directors and
creditors.

 

Cornerstone Investor Update

As previously announced, the Company has been in discussion with two separate
strategic investors ('Investors"). The Company continues to explore both
opportunities with ongoing discussions with one investor and extensive due
diligence and data room sharing with the other. The Company is working towards
agreeing binding terms with one of the Investors by end of June 2024.

Update on BrickLive

 

The Company has updated its BrickLive pipeline of business. Whilst it remains
confident that the pipeline will build during the course of the year, it
currently projects its pipeline of signed and forecast sales for 2024 below
the original budget. Historically the Company has seen last minute contracts
and orders which can rapidly increase sales. However, it is likely that the
Company may require a contribution from the cornerstone investor, failing
which funding from other sources.  In the meantime, this has necessitated
further continued support from the Chairman.

There have been a number of new contracts signed in the previous weeks
bringing the total contract values so far for 2024 to £783,462 (ex VAT). A
full update will be released via separate RNS in the coming weeks.

 

 

Chairman's Loan

Mr Ciclitira has lent the Company an additional £147,100 to assist the
business and for fees in relation to the completion of the cornerstone
investor due diligence. ("Chairman's Loan"). The loan will attract interest of
10% per annum and will terminate at the end of July 2024. It is intended that
these monies will be repaid out of any investment monies due from the
Investors. If the cornerstone investment is not completed, Mr Ciclitira will
look to extend the loan on terms to be agreed by himself and the board and at
his discretion.

Related Party Transaction

As Mr Ciclitira is a Director of the Company and a substantial shareholder
(together with his wife, holding 18.28% of the current issued share capital),
as defined under AIM Rules for Companies (the "AIM Rules") he is a related
party of the Company. Accordingly, the issue of the Chairman's Loan up to the
total aggregate amount of £147,100, is classified as a Related Party
Transaction pursuant to Rule 13 of the AIM Rules.

The Directors of the Company, other than David Ciclitira, being: Stephen
Birrell, Ranjit Murugason and Bryan Lawrie, consider, having consulted with
the Company's Nominated Adviser, Beaumont Cornish Limited, that the terms of
the Chairman's Loan are fair and reasonable insofar as the Company's
Shareholders are concerned. In forming their view, the independent Directors
have taken into account the Company's need to provide sufficient ongoing
capital for the completion of the investment from the strategic investor to
the Company.

Shareholder Representative

The Company also announces that it has appointed a shareholder representative
(non-board position) to assist the board and executive team with shareholder
communication and feedback.

Change of Auditor

The Company announces that it has changed its auditor to Moore Kingston Smith
who are conducting the full year 2023 audit. The Company will update
Shareholders on the progress of the audit in due course.

Issue of Equity

As announced on 21 March 2024, the Company had agreed or was in advanced
negotiations with a number of creditors to receive settlement for outstanding
debts in ordinary shares in the capital of the Company ("Ordinary Shares" or
"Shares").  Of the total that was announced of £1,252,839:

·    £365,941 will now be settled in Ordinary Shares as detailed below,
via 3p or 1p converted creditor shares;

·    Additionally, the Company has issued 16,403,029 Shares ("EBT shares")
at 3p to settle some creditors and contractors using the Company EBT. This
conversion amounts to £492,090. Of this amount 10,897,605 Shares is in full
settlement of the outstanding debt to the O2 which will be sold over a
24-month period subject to the share price being above 3p and will commence in
October 2024.

The remaining amount consists of £111,000 which has been agreed and Shares
issued as per the announcement on 28 March 2024 and £263,807 where there are
either agreements accepted in principal or under final discussion. One
creditor only totalling circa £20,000 accepted and then subsequently rejected
the settlement offer and negotiations are continuing on a payment plan.

Additionally, the Company announces that it has issued 8,918,167 new Ordinary
Shares at a price of 3p per Share for the equivalent of £267,545 for a
payment due to the Directors of the Company for the payment of outstanding
Director Fees ("Director Shares"). The Director Shares will be issued out of
the share authorities which were approved inter alia for this purpose by
Shareholders at the General Meeting on 16 April 2024.

Once admitted, the majority of the shares outlined below will be subject to
either an orderly market undertaking in respect of sales over a minimum period
of five months or in some cases be subject to a six-month lock in and may only
be sold once the Share price reaches a minimum of 3p. The Creditor Shares will
be issued out of the share authorities which were approved inter alia for this
purpose by Shareholders at the General Meeting on 16 April 2024.

Shareholders should note that there are a number of administrative adjustments
that have been made post fund raise which are summarised below.  This
difference is related to a combination of share allotments cancelled for
non-receipt of subscription monies which were in any event covered by the
Chairman's Loan and an amount in relation to CREST registration details still
awaited although paid for.

 Previously announced 28 March 2024                                                              308,673,920

 Timing adjustments resulting from detailed reconciliation work                                      (11,275,000)

 Revised share capital 6 June 2024                                                               297,398,920

 To be issued to Directors at 3p
 Directors                                                                 8,918,167

 To be issued to be creditors at 1p
 Creditors                                                                 9,460,274

 To be issued to creditors at 3p
 Creditors                                                                 9,544,612

 To be issued to EBT at 3p
 Consultants and O2                                                     16,403,029

                                                                                                    44,326,082

 Issued share capital per RNS 7 June 2024                                                        341,725,002

 

There will be a separate announcement detailing the Directors' fees due from
February 2024 to end of June 2024 in the coming days.

 Directors          Amount (£)                                                Issue Price                                   Director Shares
 Ranjit Murugason                   170,766                      0.03                                                         5,692,200
 Bryan Lawrie                         68,340                     0.03                                                         2,278,000
 Stephen Birrell                      28,439                     0.03                                                            947,967
                   267,545                                                                              8,918,167

 

 Directors         Number of Shares - pre         Number of Shares - post
 Ranjit Murugason  7,972,434               2.68%  13,664,634               3.99%
 Bryan Lawrie      838,051                 0.28%  3,116,051                0.91%
 Stephen Birrell   428,572                 0.14%  1,376,539                0.40%

 

Chairman's Convertible Loan

The Company reminds shareholders that the Chairman's Convertible Loan as
announced on 21 March 2024 totals £1.77 million.

Application

Application will be made for a total of 33,051,082new Ordinary Shares (being
the 44,326,082 net of adjustments as noted above) which will rank pari passu
with the existing Ordinary Shares in issue, to be admitted to trading on AIM
and it is expected that the admission in respect of the Shares on AIM will
take place on or around 21 June 2024. ("Admission").

Following Admission, the enlarged issued share capital of the Company will
comprise 341,725,002 ordinary shares of 1p each.  Each Share has one voting
right.  No Shares are held in treasury.  The above figure may, following
Admission, be used by LVCG shareholders as the denominator for the calculation
by which they will determine if they are required to notify their interest in,
or a change to their interest in, the Company under the FCA's Disclosure
Guidance and Transparency Rules.

Chairman David Ciclitira commented: "I remain confident about the future of
the Company.  The due diligence and discussions with one of the potential
cornerstone investors is progressing on schedule and I hope to see the process
completed by the end of June."

 

 

 

PDMR FORMS

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Ranjit Murugason
 2.  Reason for the Notification
 a)  Position/status                                              Director
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Live Company Group plc
 b)  LEI                                                          213800AQWQYC4FH91312
 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  Ordinary shares of 1 penny each in the share capital of the Live Company Group
                                                                  plc
     Identification code                                          ISIN: GB00BGSGT481
 b)  Nature of the Transaction                                    Issue of Shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  3                          5,692,200
 d)  Aggregated information                                       N/A - single transaction

     Aggregated volume Price
 e)  Date of the transaction                                      7 June 2024
 f)  Place of the transaction                                     AIM, London Stock Exchange

d)

Aggregated information

Aggregated volume Price

N/A - single transaction

e)

Date of the transaction

7 June 2024

f)

Place of the transaction

AIM, London Stock Exchange

 

 

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Bryan Lawrie
 2.  Reason for the Notification
 a)  Position/status                                              Non -Executive Director
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Live Company Group plc
 b)  LEI                                                          213800AQWQYC4FH91312
 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  Ordinary shares of 1 penny each in the share capital of the Live Company Group
                                                                  plc
     Identification code                                          ISIN: GB00BGSGT481
 b)  Nature of the Transaction                                    Issue of Shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  3    2,278,000
 d)  Aggregated information                                       N/A - single transaction

     Aggregated volume Price
 e)  Date of the transaction                                      7 June 2024
 f)  Place of the transaction                                     AIM, London Stock Exchange

d)

Aggregated information

Aggregated volume Price

N/A - single transaction

e)

Date of the transaction

7 June 2024

f)

Place of the transaction

AIM, London Stock Exchange

 

 

 

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Stephen Birrell
 2.  Reason for the Notification
 a)  Position/status                                              Non-Executive Director
 b)  Initial notification/amendment                               Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Live Company Group plc
 b)  LEI                                                          213800AQWQYC4FH91312
 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  Ordinary shares of 1 penny each in the share capital of the Live Company Group
                                                                  plc
     Identification code                                          ISIN: GB00BGSGT481
 b)  Nature of the Transaction                                    Issue of Shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  3                             947,967
 d)  Aggregated information                                       N/A - single transaction

     Aggregated volume Price
 e)  Date of the transaction                                      7 June 2024
 f)  Place of the transaction                                     AIM, London Stock Exchange

d)

Aggregated information

Aggregated volume Price

N/A - single transaction

e)

Date of the transaction

7 June 2024

f)

Place of the transaction

AIM, London Stock Exchange

 

 

Enquiries:

 

 Live Company Group Plc                        Tel: 020 7225 2000

 David Ciclitira, Executive Chairman

 Sarah Dees, Chief Operating Officer

 Beaumont Cornish Limited (Nominated Adviser)  Tel: 020 7628 3396

 Roland Cornish/Rosalind Hill Abrahams

 CMC Markets UK Plc  (Broker)                  Tel: 020 7392 1436

 Thomas Smith

 

About Live Company Group

 

Live Company Group Plc ("LVCG", the "Company" or the "Group") is a live
events, entertainment and sports events Company, that has been trading on AIM
since 2017.

The Group is divided into four divisions:

 

·    BRICKLIVE - consisting of a network of partner-driven fan-based and
touring shows using BRICKLIVE created content worldwide. The Company owns the
rights to BRICKLIVE - an interactive experience built around the creative
ethos of the world's most popular construction toy bricks. The Group is an
independent producer of BRICKLIVE and is not associated with the LEGO Group.

 

·    LVCG owns the brand KPOP Lux and is the Executive Producer of KPOP
Lux.

 

·    LVCG owns 19.94 % of StART Art Global (SAG) - SAG owns StART Art Fair
in London which has been staged over the last 10 years at the Saatchi
Gallery..

 

·    Live Company Sports and Entertainment (LCSE) - LCSE owns LCSE Pty in
South Africa.

LVCG is a founder shareholder in E-Movement - the promoter of the Formula E
Race in Cape Town. As part of this relationship E-Movement has retained LCSE
(through E-Movement holdings) as its implementation partner. E-Movement
Holdings a 100% subsidiary of Live Company Group has the right to sell
sponsorship for the Formula E race in Cape Town.

 

 

IMPORTANT NOTICES

 

Neither this Announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in or into the United
States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the
Republic of South Africa or to any persons in any of those jurisdictions or
any other jurisdiction where to do so would constitute a violation of the
relevant securities laws of such jurisdiction. This Announcement is for
information purposes only and does not constitute an offer to sell or issue,
or the solicitation of an offer to buy, acquire or subscribe for any shares in
the capital of the Company in the United States, Australia, Canada, Japan, New
Zealand, the Republic of Ireland or the Republic of South Africa or any other
state or jurisdiction in which such offer or solicitation is not authorised or
to any person to whom it is unlawful to make such offer or solicitation.  Any
failure to comply with these restrictions may constitute a violation of
securities laws of such jurisdictions. The securities referred to in this
Announcement have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or with any
securities regulatory authority of any state or jurisdiction of the United
States, or under any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold, pledged, transferred or
delivered, directly or indirectly, in or into the United States except
pursuant to an applicable exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act and, in each case, in
compliance with the securities laws of any state or other jurisdiction of the
United States.

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

Cautionary Statements

This Announcement may contain, and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company. As a result, the actual future financial
condition, performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking statements.
Any forward-looking statements made in this Announcement by or on behalf of
the Company speak only as of the date they are made. The information contained
in this Announcement is subject to change without notice and except as
required by applicable law or regulation (including to meet the requirements
of the AIM Rules, MAR, the Prospectus Regulation Rules and/or FSMA), the
Company expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statements are based. Statements contained in this Announcement regarding
past trends or activities should not be taken as representation that such
trends or activities will continue in the future. You should not place undue
reliance on forward-looking statements, which speak only as of the date of
this Announcement.

No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future years would necessarily match
or exceed the historical published earnings per share of the Company. Any
indication in this Announcement of the price at which ordinary shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance.

This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decisions to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the Sole Bookrunner.

The Offer Shares to be issued pursuant to the Capital Raise will not be
admitted to trading on any stock exchange other than AIM.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.

 

 

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