Grant of Options, Proposed Bonus & Issue of Shares

RNS Number : 8050U

Live Company Group PLC

02 April 2019

 

2 April 2019

LIVE COMPANY GROUP PLC

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

Grant of Options, Proposed Bonus and Issue of Shares

Live Company Group Plc (AIM: LVCG) announces that it has granted 3,086,346 options over ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") ("Options") under its new share option scheme.  In addition, the Company announces a proposed bonus, to be based on performance in 2019, to David Ciclitira, the Company's Executive Chairman, and the issue of new Ordinary Shares to Ranjit Murugason.

Share Option Scheme

Further to the Company's announcement of 5 October 2018, the Company announces that it has now adopted a share option scheme, which includes an EMI scheme for Group staff and unapproved schemes for directors of the Company ("Directors" or "Board") and consultants, pursuant to which it will issue up to 6,709,459 Options, representing 10 per cent. of the Company's issued share capital as at completion of the Bright Bricks Holdings Limited ("Bright Bricks") acquisition and associated placing in October 2018 (the "Scheme").

The Company is pleased to announce that it has today granted 3,086,346 Options to certain Directors and senior management.  Each Option will provide the holder the right to one new Ordinary Share on its exercise.  The Options have an exercise price of 65 pence per share and shall vest in three equal instalments of one third each on the first, second and third anniversaries of granting.  The Options will be exercisable after three years from the date of grant and for a period up to 31 March 2029, subject to any extension in accordance with the Scheme, and are subject to continued employment.

The following Directors and PDMRs have been granted Options under the Scheme:

·        David Ciclitira - 1,341,891 Options;

·        Andrew Smith - 670,945 Options;

·        Bryan Lawrie - 335,472 Options;

·        Jon Gayton - 335,472 Options;

·        Ruth Cunningham - 335,472 Options; and

·        Daniela Diaconu - 67,094 Options.

The remaining Options will be available for issue to attract new members of staff and for the incentivisation of existing Group staff.

Bonus and issue of shares

The Board has agreed to issue David Ciclitira, the Company's Executive Chairman, a bonus of 500,000 new Ordinary Shares subject to the Group achieving an agreed performance target in respect of 2019, which will be settled in early 2020, based on the Group's management accounts for the year ended 31 December 2019.

In addition to the above, the Board has also resolved to award David Ciclitira a cash bonus of £100,000 in respect of 2018, which was a transformational year for the Company following completion of the AIM re-admission in December 2017 and the acquisition of Bright Bricks in October 2018.

The Board has also resolved that Ranjit Murugason, Non-executive Director, is to receive a fee of £100,000 in respect of completion of the integration of the acquisition of Bright Bricks and additional work undertaken in relation to the closure of the Singapore subsidiaries to the LVCG business, to be satisfied through the issue of 153,846 new Ordinary Shares ("Fee Shares") at a price of 65 pence per share.  On admission of the Fee Shares, Ranjit will be interested in 1,220,317 Ordinary Shares representing 1.76 per cent. of the then issued share capital of the Company.

AIM Application, Total Voting Rights

The Fee Shares will rank pari passu with the existing Ordinary Shares and application will be made for the Fee Shares to be admitted to trading on AIM ("Admission").  It is expected that Admission will become effective and dealings in the Fee Shares will commence at 8.00 a.m. on 8 April 2019.

Following Admission, the Company's issued share capital will consist of 69,402,287 Ordinary Shares with voting rights.  There are no Ordinary Shares held in treasury.  The figure of 69,402,287 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.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

Enquiries:

Live Company Group Plc                                                                            Tel: [phone]

David Ciclitira, Executive Chairman

Ruth Cunningham, Chief Operating Officer

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

Stuart Faulkner / Richard Tulloch / James Dance              

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

Damon Heath

About the Group Companies:

Brick Live Group

Brick Live 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 - LEGO® bricks.  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 owns the rights to promote BRICKLIVE in the USA.  It is responsible for running and promoting those shows through its US joint venture, Parallel Three Six Zero together with its joint venture partner Live Nation Entertainment, Inc.  The first show was held at The Star in Frisco, Dallas, Texas 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 Group, General Electric, The National Gallery, Maersk and Lufthansa.

Websites: www.livecompanygroup.com, www.brightbricks.com and www.brickliveusa.com

The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail:

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	DAVID CICLITIRA
2	Reason for the notification
a)	Position/status	EXECUTIVE CHAIRMAN
b)	Initial notification /Amendment	Initial
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 Identification code	Options over ordinary shares of 1 pence each in the capital of the Company ISIN: GB00BGSGT481
b)	Nature of the transaction	Grant of Options
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		Exercise price of 65 pence per share	1,341,891 Options
d	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transactions	2 April 2019
f)	Place of the transactions	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	ANDREW SMITH
2	Reason for the notification
a)	Position/status	CHIEF STRATEGIC OFFICER
b)	Initial notification /Amendment	Initial
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 Identification code	Options over ordinary shares of 1 pence each in the capital of the Company ISIN: GB00BGSGT481
b)	Nature of the transaction	Grant of Options
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		Exercise price of 65 pence per share	670,945 Options
D	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transactions	2 April 2019
f)	Place of the transactions	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	BRYAN LAWRIE
2	Reason for the notification
a)	Position/status	CHIEF FINANCIAL OFFICER
b)	Initial notification /Amendment	Initial
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 Identification code	Options over ordinary shares of 1 pence each in the capital of the Company ISIN: GB00BGSGT481
b)	Nature of the transaction	Grant of Options
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		Exercise price of 65 pence per share	335,472 Options
D	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transactions	2 April 2019
f)	Place of the transactions	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	JON GAYTON
2	Reason for the notification
a)	Position/status	CHIEF OPERATING OFFICER, BRICKLIVE GROUP
b)	Initial notification /Amendment	Initial
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 Identification code	Options over ordinary shares of 1 pence each in the capital of the Company ISIN: GB00BGSGT481
b)	Nature of the transaction	Grant of Options
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		Exercise price of 65 pence per share	335,472 Options
D	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transactions	2 April 2019
f)	Place of the transactions	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	RUTH CUNNINGHAM
2	Reason for the notification
a)	Position/status	CHIEF OPERATING OFFICER, LIVE COMPANY GROUP
b)	Initial notification /Amendment	Initial
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 Identification code	Options over ordinary shares of 1 pence each in the capital of the Company ISIN: GB00BGSGT481
b)	Nature of the transaction	Grant of Options
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		Exercise price of 65 pence per share	335,472 Options
D	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transactions	2 April 2019
f)	Place of the transactions	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	DANIELA DIACONU
2	Reason for the notification
a)	Position/status	Account Manager
b)	Initial notification /Amendment	Initial
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 Identification code	Options over ordinary shares of 1 pence each in the capital of the Company ISIN: GB00BGSGT481
b)	Nature of the transaction	Grant of Options
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		Exercise price of 65 pence per share	67,094 Options
D	Aggregated information - Aggregated volume - Price	N/A - single transaction
e)	Date of the transactions	2 April 2019
f)	Place of the transactions	Outside a trading venue

 

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