Amendment of the Consideration for Start.Art

RNS Number : 8848S

Live Company Group PLC

19 July 2022

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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").

19 July 2022

LIVE COMPANY GROUP PLC

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

Amendment of the Consideration for Start.Art

Live Company Group plc (AIM: LVCG) (the "Company") announces an amendment to the acquisition terms for Start. Art previously announced on 8 July 2022.

Start Art Acquisition

Following feedback from Shareholders, it has been agreed with the vendors of StartArt being David Ciclitira and Ranjit Murugason, to reduce the overall the consideration by 20% to £3,202,243 compared to the previous figure of £4,002,804.

New Terms of the Acquisition

The initial cash consideration remains at £120,000 payable to Ranjit Murugason on completion of the transaction together with, £1,061,402  and £35,699 to be satisfied by the issue of shares at a price of 6p per share of 17,690,036 and 594,991 new ordinary shares ("Consideration Shares") to Mr Ciclitira and Mr Murugason respectively. It has now been ageed that these shares (which for clarification were never intended to attract warrants) will be subject to a one year lock-in from the date of issuance.

The further cash consideration of £300,000 and £200,000 will remain payable on 31 December 2022 to Mr Ciclitira and Mr Murugason respectively.

The balance, being the deferred consideration has now been reduced to £801,935 and £683,207, payable to Mr Ciclitira and Mr Murugason respectively in cash or shares at the Company's option no later than 30 June 2023, of which £521,258 and £444,085 payable to Mr Ciclitira and Mr Murugason respectively being subject to EBIT as reported in the audited accounts of Start Art for the year ending 31 December 2022 exceeding £488,000.

In the event the 2022 EBIT threshold is not met the deferred consideration remains payable no later than 30 June 2024, of which £521,258 and £444,085 payable to Mr Ciclitira and Mr Murugason respectively being subject to EBIT as reported in the audited accounts of Start Art for the year ending 31 December 2023 exceeding £1,482,000. In the event the 2023 EBIT threshold is not met only the deferred consideration not subject to the EBIT threshold, being £280,677 and £239,123 payable to Mr Ciclitira and Mr Murugason respectively will be payable.

All previous terms announced remain the same.

Related Party Transaction

As referred to in the announcement of 8 July 2022, the Acquisition of the remaining 80.06% shareholding, in Start Art where David Ciclitira is currently a 54.08% shareholder and Ranjit Murugason is a 25.97% shareholder, is  classified as a Related Party Transaction pursuant to Rule 13 of the AIM Rules ("Rule 13"). Bryan Lawrie through CFO Partners Limited has provided certain consulting services to Start Art and is therefore also considered to have an involvement in the transaction for the purposes of Rule 13.

The Directors of the Company, other than David Ciclitira, and Maria Serena   Papi , Ranjit Murugason and Bryan Lawrie, being Stephen Birrell ("Independent Director") consider, having consulted with the Company's Nominated Adviser, Beaumont Cornish Limited, that the revised terms of the Transaction are fair and reasonable insofar as the Company's Shareholders are concerned.

This would result in the following shareholdings, also taking into account the issue of the previously announced Placing Shares, the Fees Shares, the Consideration Shares and the EMHL Deferred Consideration Shares, but not the Broker Option Shares or any shares to be issued under the deferred consideration arrangements described above:

	Number of Ordinary Shares currently held	% of issued share capital pre-Admission	Number of Ordinary Shares on admission	% of then issued share capital
David Ciclitira	36,684,874	19.94	54,374,910	24.99
Ranjit Murugason	6,367,937	3.46	6,962,928	3.20

David Ciclitira, Chairman of LVCG said : "After discussions with shareholders myself and Ranjit have decreased the consideration for Start.art and implemented lock-ins for the shares aspect of the consideration."

AIM Application and Total Voting Rights

The Placing Shares, Consideration Shares, Fee Shares and  EMHL Deferred Consideration Shares amounting in aggregate to 33,615,027 and with the Broker Option Shares up to 43,615,027 new ordinary shares of 1p each ("New Shares")  will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue.

The issuance of the New Shares  is conditional upon, inter alia, the passing of resolutions to be put to shareholders of the Company at the GM to be held on 27 July 2022 ("the GM") to provide authority to the Directors to issue and allot the required shares on a non-pre-emptive basis. A circular, containing a notice of the GM, has been posted to shareholders and is also available on the company website: www.livecompanygroup.com . Those shareholders who have already voted will have the opportunity to vote by way of show of hands at the GM on the revised acquisition terms.

Conditional on the passing of the resolutions at the GM, application will be made for the New Shares to be admitted to trading on AIM and it is expected that their admission to AIM will take place on or around 27 July 2022. ("Admission"). 

Following Admission, the enlarged issued share capital of the Company will comprise 217,569,604 (up to 227,569,604 including the Broker Option Shares) ordinary shares of 1p each ("Ordinary Shares").  Each Ordinary Share has one voting right.  No Ordinary Shares are held in treasury.  The above figure may 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.

Post GM approval of the issuance of new shares the Directors will have the following interest in the Company (assuming no take-up of the Broker Option Shares).

	Number of Ordinary Shares currently held	% of issued share capital pre-Admission	Number of Ordinary Shares on admission	% of then issued share capital
David Ciclitira	36,684,874	19.94	54,7374,910	24.99
Maria Serena Papi (Serenella Ciclitira)	1,562	0.00	1,562	0.00
Ranjit Murugason	6,367,937	3.46	6,962,928	3.20
Bryan Lawrie	838,051	0.46	838051	0.39
Stephen Birrell	428,572	0.23	428,572	0.20

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser ("Nomad") to the Company in connection with the matters contained in this announcement, and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to clients of Beaumont Cornish or for advising any other person in respect of the matters set out in this announcement or any transaction, matter or arrangement referred to in this announcement. Beaumont Cornish's responsibilities as the Company's Nomad are owed solely to London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his or her decision to acquire any shares in the Company.

Enquiries:

Live Company Group Plc                                                               Tel: [phone]

Sarah Ullman , Chief Operating Officer

Beaumont Cornish Limited (Nominated Adviser)                       Tel: [phone]

Roland Cornish/Rosalind Hill Abrahams   

Oval Money (London) Limited (Broker) Thomas Smith

Tel: [phone]

Note: Definitions are as per the announcement of 8 July 2022.

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.  The second is Kpop Europa (KPE), which operates the KPOP.flex Festival in Frankfurt.  KPOP.flex Frankfurt is Europe's first ever Mega KPOP music festival.  The third is Live Company Sports and Entertainment, which manages a number of global sports, entertainment and lifestyle events. LCSEs main focus for 2022 will be Cape Town Cycle Tour and the successful  one year out launch of the Formula E Cape Town race for series 9 in 2023.  The fourth division is StART Art Global, in which LVCG holds a minority stake. StART Art Global is a combination of both physical art shows and a digital art platform.

Website: www.livecompanygroup.com .

 

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