DEFERRED CONSIDERATION AND ISSUE OF FEE SHARES

RNS Number : 4454U

Live Company Group PLC

25 November 2019

 

25 November 2019

LIVE COMPANY GROUP PLC

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

FURTHER UPDATE ON BRIGHT BRICKS DEFERRED CONSIDERATION

AND ISSUE OF FEE SHARES

As shareholders will be aware, on 5 October 2018, the Company (AIM: LVCG) announced the acquisition of Bright Bricks Holdings Limited ("Bright Bricks"), for a total consideration of £8.5m (the "Acquisition").  £7.667m of the consideration was satisfied, at that time, through a combination of £2.167m in cash and the issue of 8,461,536 new ordinary shares of 1p each in the Company ("Ordinary Shares" or "Shares") to the vendors, being Simon Horgan, Duncan Titmarsh and Ed Diment.

The deferred element of the consideration (the "Deferred Consideration"), being £0.833m, was to be settled on the day following the first anniversary of completion of the Acquisition, being 18 October 2019, in cash or in new Shares at 65p (the "Placing Price"), being equal to the placing price of the placing undertaken at the time of the Acquisition, or a combination of cash and such Shares, at the discretion of the vendors.

As set out in the Company's interim results, for the period ended 30 June 2019, announced on the 30 September 2019, and the announcement of 18 October 2019, the Company confirmed that it was in advanced discussions with the vendors regarding the Deferred Consideration being settled through the issue of new Shares.

The Company is pleased to announce that it has reached agreement with the vendors to settle the Deferred Consideration, in full, through the issue of, in aggregate, 1,893,940 new Ordinary Shares ("Deferred Shares") (the "Agreement").

Under the terms of the Agreement:

·        The number of Deferred Shares to be issued has been calculated based on the average closing price of a Share for the five business days prior to 18 October 2019, being the date on which the deferred consideration was due, rounded up to the nearest whole number, equating to an issue price of 44.0p per Deferred Share, as opposed to the Placing Price;

·        In order to satisfy the vendors' respective tax liabilities arising from the Acquisition, they are permitted to sell up to 50% of the Deferred Shares (the "Sale Shares") through the Company's broker, Shard Capital Partners LLP ("Shard"), by 31 January 2020.  The Company will pay Shard commission, at a rate in line with current market rates, due in connection with the disposal of such Sale Shares; and

·        The Deferred Shares not sold by Shard pursuant to the above shall be retained by the vendors and are subject to orderly market provisions for the period up to the end of 2020, such that if they are to be disposed of they must be sold through the Company's broker (the "Orderly Market Provision").

Fee Shares

Mr Titmarsh and Mr Diment have also accrued certain fees in respect of services provided to the Group for £87,975 each to be satisfied through the issue of, in aggregate, 399,886 new Ordinary Shares ("Fee Shares").

Mr Horgan is also to be issued 53,030 Fee Shares in respect of fees due to him of £23,333 in respect of his Non-Executive Director duties from 1 November 2018 to 31 December 2019.

The number of Fee Shares to be issued to satisfy these payments has been calculated in the same way as the Deferred Shares calculation and will also be subject to the Orderly Market Provisions.

The table below shows the number of Deferred Shares and Fee Shares to be issued to each of the vendors.

Vendor	Deferred Consideration		No. of Deferred Shares	No. of Fee Shares	No. of Shares currently held	Resulting no. of Shares on Admission	% of share capital on Admission
	Value	%
Duncan Titmarsh	£333,333.34	40.0%	757,576	199,943	2,820,512	3,778,031	5.19%
Ed Diment	£333,333.34	40.0%	757,576	199,943	2,820,512	3,778,031	5.19%
Simon Horgan	£166,666.66	20.0%	378,788	53,030	2,820,512	3,252,330	4.47%
Total	£833,333.34	100.0%	1,893,940	452,916

Related Party Transaction

As Mr Horgan is a Director of the Company and Mr Titmarsh and Mr Diment are directors of a subsidiary of the Company, they are deemed to be related parties of the Company as defined under the AIM Rules for Companies ("AIM Rules").

As a result, the Agreement and the issue of the Fee Shares are classified as related party transactions under the AIM Rules and the Directors of the Company, other than Mr Horgan, consider, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of the Agreement and the Fee Shares are fair and reasonable insofar as the Company's shareholders are concerned.

AIM Application, Total Voting Rights

The Deferred Shares and the Fee Shares will rank pari passu with the existing Ordinary Shares and application will be made for the 1,893,940 Deferred Shares and the 452,916 Fee Shares to be admitted to trading on AIM ("Admission").  It is expected that Admission will become effective and dealings in the Deferred Shares and the Fee Shares will commence at 8.00 a.m. on 29 November 2019.

Following Admission, the Company's issued share capital will consist of 72,833,752 Ordinary Shares with voting rights.  There are no Ordinary Shares held in treasury.  The figure of 72,833,752 may be used by shareholders, following Admission, as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Following Admission, David Ciclitira will be interested in, in aggregate, 27,397,373 Ordinary Shares, representing 37.6% of the Company's then issued share capital.  Mr Ciclitira's interest includes Ordinary Shares held directly by him, Ordinary Shares held through his connected entities including Zedra Wealth (Jersey) Limited and Luna Trading Limited and 1,562 Ordinary Shares held by Serenella Ciclitira.

Enquiries:

Live Company Group Plc                                                                Tel: [phone]

David Ciclitira, Chairman, Live Company Group

Ruth Cunningham, Chief Operating Officer, Live Company Group

Strand Hanson Limited (Nominated Adviser)                               Tel: [phone]

Stuart Faulkner / Richard Tulloch / James Dance

Shard Capital Partners LLP (Broker)                                             Tel: [phone]

Damon Heath

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

LIVE COMPANY GROUP

Live Company Group plc ("LVCG", the "Company" or the "Group") is a live events and entertainment Company, founded by David Ciclitira in December 2017. The Company was admitted to trading on AIM in December 2017, following the reverse acquisition of Brick Live Group and Parallel Live Group by LVCG.

The Group is a network of partner-driven fan-based 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. BRICKLIVE, which is fast becoming a leading children's education and entertainment brand, actively encourages all to learn, build and play, and provides inspirational events and shows where like-minded fans can push the boundaries of their creativity. Bright Bricks is the Group's production centre for building brick based models. The Group is an independent producer of BRICKLIVE and is not associated with the LEGO Group.

Website: www.livecompanygroup.com.

 

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