Completion of Acquisition

RNS Number : 3830E

Live Company Group PLC

17 October 2018

 

THIS ANNOUNCEMENT, INCLUDING 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.

17 October 2018

LIVE COMPANY GROUP PLC

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

COMPLETION OF BRIGHT BRICKS ACQUISITION

Further to its announcement on 5 October 2018 (the "Announcement"), Live Company Group plc (AIM: LVCG) is pleased to announce completion of the acquisition of Bright Bricks Holdings Limited ("Bright Bricks"), following payment of the £2.167m cash consideration and issue of the 8,461,536 new ordinary shares of 1p each in the Company ("Consideration Shares") to the vendors of Bright Bricks ("Vendors").  The Consideration Shares were admitted to trading on AIM with effect from 8.00 a.m. today, 17 October 2018.

As set out in the Announcement, the Company had received an unconditional offer for a working capital facility. The Company has today entered into an agreement (the "Agreement") for the provision of a £1,000,000 loan facility (the "Facility") arranged by Riverfort Global Capital Limited. The Facility may be used for general working capital purposes, however, the Company has no current intention of drawing down on the Facility.

The Facility has a one-year term from drawdown. A commitment fee of 2.5% is payable on signing, and an implementation fee of 7% is deductible from the principal amount should the Company draw down on the Facility. Interest will apply on funds advanced at a rate of 9% per annum, and principal and interest is repayable on a monthly schedule (with an initial three-month repayment holiday and a final monthly principal repayment of £350,000). The Facility may be extended, by mutual agreement, for a further 6 months on similar terms and fees.  Additionally, the Company may make early repayment of the full Facility together with the full annual interest premium.  For each due repayment, the Company may elect, at their discretion, to grant to the lenders the right to convert such repayment into new ordinary shares in the Company instead of a cash repayment.  The conversion rights also apply in any event of default.

In addition, under the terms of the Agreement, the Company has today issued to the Investors 356,923 warrants to subscribe for ordinary shares of 1p each in the Company.  The warrants have an exercise price of 81.25p per share and may be exercised for a period of three years from issue.

Enquiries:

Live Company Group Plc

David Ciclitira, Executive Chairman                                       Tel: [phone]

Stockdale Securities Limited (Nominated Adviser and Joint Broker)

Richard Johnson / Edward Thomas                                      Tel: [phone]

Shard Capital Partners LLP (Joint Broker)

Damon Heath                                                                            Tel: [phone]

W Communications (PR agency)

James Porter                                                                              Tel: [phone]

Total Voting Rights and Major Shareholdings

Following admission of the Consideration Shares, the enlarged issued share capital of the Company comprises 67,094,595 Shares. Each Share has one voting right.  No Shares are held in treasury.  The above figures may be used by Shareholders as the denominators for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, Live Company Group plc under the FCA's Disclosure Guidance and Transparency Rules.

The interests of the Vendors, each being a significant shareholder, comprise:

Name	Shares	%
Simon Horgan1	2,820,512	4.20
Edwin Diment	2,820,512	4.20
Duncan Titmarsh	2,820,512	4.20

¹ held through Horgan Investments Limited

About the Company:

Brick Live Group

Brick Live is a network of partner-driven fan-based shows using BRICKLIVE-created content worldwide. It owns the rights to BRICKLIVE - interactive experiences built around the creative ethos of the world's most popular construction toy - LEGO®. BRICKLIVE actively encourages all to learn, build and play, and provides an inspirational central space where like-minded fans can push the boundaries of their creativity. Brick Live Group is not associated with the LEGO Group and is an independent producer of BRICKLIVE.

Parallel Live Group

Parallel Live was founded by David Ciclitira in 2015 and owns the rights to promote BRICKLIVE in the USA. It is responsible for running and promoting those events through its US joint venture, Parallel Three Six Zero. The first event will be taking place at The Star in Frisco in January 2019.

Bright Bricks

Bright Bricks Ltd was established in 2010 and has built over 1,000 models made from more than 60 million LEGO bricks since then.  Clients include major blue chip companies such as: Rolls-Royce, Google, BT, Land Rover, Warner Brothers, LEGO, General Electric, The National Gallery, Maersk and Lufthansa.

Website:             www.livecompanygroup.com

                             www.brightbricks.com

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

 

END

 

 

ACQLLFFSIILDLIT