Directorate/Management Changes & Contract Updates

RNS Number : 1083K

Live Company Group PLC

23 August 2019

 

23 August 2019

LIVE COMPANY GROUP PLC

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

Directorate and Senior Management Changes and Contract Updates

Changes to the Board and senior management

Live Company Group plc (AIM: LVCG) announces that, as of 1 September 2019, Andy Smith will become Deputy Chairman of Bricklive Group, with the overall responsibility of the long-term strategy of the Group. As a result, and simultaneous with this appointment, Andy Smith will be stepping down from the Board, and as Chief Strategic Officer of LVCG, to focus his time on overseeing the operations of Bricklive Group and managing contract negotiations with its significant partners. Andy Smith will remain as Chairman of Bright Bricks.

As Deputy Chairman of Bricklive Group, Andy Smith will be responsible for managing the operations of the Bricklive Group, adding further to the Company's integration strategy of Bricklive and Bright Bricks operations. Andy will be responsible for overseeing the executive management board, which will be responsible for managing the day to day operations of the Bricklive Group and which reports to the Board.

Andy Smith, Deputy Chairman of Bricklive Group, said "I am delighted to accept the position of Deputy Chairman of the Bricklive Group, which will allow me to focus on the consolidation of the Group's activities in both Bricklive and Bright Bricks, where I will be working with the team to drive the critical day to day decision making with regards to both the operations and the pursuit of new contracts. I would like to thank the LVCG Board for their support during the process.  I believe that this is a very exciting time for the Company and I look forward to the opportunities that may arise with both new and existing partners going forward".

The Company is also pleased to announce that Jon Gayton, who is currently the Chief Operating Officer of Bricklive International, has been appointed as the Managing Director of Bricklive International with immediate effect. As Managing Director of Bricklive International, Jon will be responsible for all international partnerships across the Bricklive Group.

Mythical Beasts update

As detailed in the Company's 2018 report and accounts ("2018 Accounts"), announced on 14 June 2019, the Group had agreed a mutual delay of the lease of the Mythical Beasts tour to AWC Asia until August 2019, as the tour has until recently been exhibited at the Odysseum in Germany. Following further discussions with AWC Asia, it has been agreed between the parties that the contract for the lease of the Mythical Beast tour for three years, as announced on 30 November 2018, will be terminated with immediate effect.

The Group is pleased though to announce that it has entered into a new three year agreement (the "Agreement") with BRICKLIVE Korea Co., Ltd ("BRICKLIVE Korea") (previously HiBrick Limited), a company incorporated in South Korea, and with whom the Group has a pre-existing relationship as announced on 15 June 2018.

The main terms of the Agreement are in line with the revised agreement with AWC Asia, as detailed in the 2018 Accounts. Under the Agreement, the Group will provide one of the Group's popular touring assets each year to BRICKLIVE Korea to be exhibited in South Korea, with the first touring show being Mythical Beasts which will be exhibited until the end of August 2020. In respect of each tour, the Group will receive an upfront fee of US$300,000 per annum.  Each tour will also include BRICKLIVE interactive features.

BRICKLIVE Korea is a company wholly owned by Hyun Seok (Reon) Kim. Mr Kim is interested in 14.43%, in aggregate, of LVCG's current issued share capital and is therefore a substantial shareholder of the Company as defined in the AIM Rules for Companies ("AIM Rules"). As a result, the Agreement is classified as a related party transaction under the AIM Rules and the directors of the Company, consider, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of the Agreement are fair and reasonable insofar as the Company's shareholders are concerned.

Rent Arrangements

Further to the rent arrangements set out in the 2018 Accounts, which were approved by shareholders at the Company's recent AGM, the Company has entered into a formal agreement with David Ciclitira, the Company's Executive Chairman and main shareholder, in relation to the use of his London property as an office for the Group when required, for a fee of £3,000 per month, together with the payment of certain fees whenever members of the Group stay at his property in Italy on business for a period of 10 years (together the "Rent Arrangements").

The Company will continue to monitor the Rent Arrangements, on an ongoing basis, to ensure they are suitable for the Group's needs and the Company notes that the Rent Arrangements can be terminated by either party with three months' notice. 

As Mr Ciclitira is a director and a substantial shareholder of the Company, he is deemed to be a related party of the Company as defined in the AIM Rules. As a result, the Rent Arrangements are classified as a related party transaction under the AIM Rules and the directors of the Company, other than Mr Ciclitira and Serenella Ciclitira, consider, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of the Rent Arrangements are fair and reasonable insofar as the Company's shareholders are concerned.

Update on the Subscription Shares

On the 11 February 2019 the Company announced it had raised gross proceeds of £2.2 million of which, £0.84 million related to subscription shares.  On the 31 May 2019, the Company announced it had received £0.64 million, with £0.20 million still being outstanding from one subscriber (the "Defaulting Subscriber"). 

The Company can now confirm that it has received only £29,998 of the subscription amount from the Defaulting Subscriber, equating to 46,152 new Ordinary Shares. The Company will not, given the costs and management time likely to be involved, be pursuing the Defaulting Subscriber further for the remaining amount and considers the matter now closed.

Application will be made for the admission to trading on AIM of the 46,152 new Ordinary ("Admission"), with such Admission to become effective on 30 August 2019. Following Admission, the share capital of the Company will comprise 70,486,896 Ordinary Shares, with each Ordinary Share having one voting right. No Ordinary Shares are held in treasury. Accordingly, the above figures may therefore 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.

David Ciclitira, Chairman of Live Company Group, said "I'm personally delighted that Andy Smith has accepted the position of Deputy Chairman of Bricklive Group and Jon Gayton will become Managing Director of Bricklive International. On the operational front, I'm pleased to report that the Mythical Beasts show will next be exhibited at the MOA Shopping centre in Sejong-si, South Korea."

Enquiries:

Live Company Group Plc David Ciclitira, Executive Chairman Ruth Cunningham, Chief Operating Officer	Tel: [phone]
Stand Hanson Limited (Nominated Adviser) Stuart Faulkner / James Dance / Georgia Langoulant	Tel: [phone]
Shard Capital Partners LLP (Broker) Damon Heath	Tel: [phone]

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 Parallel Media Group plc.

Brick Live 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 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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