KPOP.FLEX, Business Update and Funding

RNS Number : 9667V

Live Company Group PLC

17 December 2021

 

17 December 2021

LIVE COMPANY GROUP PLC

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

KPOP.FLEX, BUSINESS UPDATE AND FUNDING

Live Company Group plc (AIM: LVCG) announces an update on KPOP.FLEX and Marwell Zoo, a placing to provide funding for working capital and expansion of the KPOP brand.

Update on KPOP.FLEX

LVCG is pleased to announce an update on the progress of the KPOP.FLEX festival. Ticket sales with Ticketmaster opened on Friday 10^th December 2021 and the Company is delighted to inform shareholders that ticket sales to date have far outmatched expectations in excess of 10,000 tickets already sold in forty countries despite only two artists being confirmed.

Marwell Zoo

As previously announced the Company secured a multi-year contract with Marwell Zoo in November 2019 as part of which the Company is pleased to confirm that an all new BRICKLIVE tour: Brickosaurs Evolution will be on display at this iconic zoo from April 2022 to September 2022.

Fundraise

The KPOP.FLEX festival represents a potentially substantial income stream for LVCG in 2022 and the opportunity to replicate it in other parts of the world. Revenue from ticket sales to date has exceeded expectations. To provide funding for the KPOP-FLEX as well as the expansion of the concept and additional working capital for the growth of the Group post lock-down , the Company has raised £0.40 million (before expenses) by way of a placing of 11,428,572 new Ordinary Shares of 1p each ("Placing Shares") through Monecor (London) Limited trading as ETX Capital ("Monecor") at a placing price of 3.5p per share (the "Placing Price") (the "Placing"). The Placing Price represents a discount of circa 6.7% to the closing price per Ordinary Share of 3.75p on AIM on 15 December 2021.

The Company has entered into a placing agreement dated 16 December 2021 (the "Placing Agreement") with Monecor pursuant to which they, as agents for the Company, have procured placees for the Placing Shares at the Placing Price. The Placing Agreement is conditional on Admission (as defined below).

Monecor may terminate the Placing Agreement in specified circumstances (including for breach of warranty at any time prior to admission of the Placing Shares, if such breach is reasonably considered by Monecor  to be material in the context of the Placing) and in the event of a force majeure event occurring at any time prior to admission of the Placing Shares.  If the conditions of the Placing Agreement are not fulfilled on or before the relevant date in the Placing Agreement, placing monies will be returned to placees without interest as soon as possible thereafter.  If the Placing Agreement is terminated, the Acquisition will not take place.

Warrants

The Company will issue warrants of 11,428,572 at a ratio of 1 warrant per each Placing Share ("Placing Warrants").

Each Placing Warrant will provide the holder the right to one new Ordinary Share on its exercise.  The Warrants will be exercisable at a price of 5.0p for a two-year period from the date of admission, subject to any extension in accordance with the Warrant instrument.  If exercised in full, the Warrants would result in the issue of a further 11,428,572 new Ordinary Shares.

Both the Placing Shares and the Ordinary Shares issuable under the Warrants will be issued pursuant to the Company's existing share authorities.

Issue of consideration shares for E -Movement Holdings Ltd ("EMHL")

As previously announced, the Company entered into an agreement to purchase the entire issued share capital of EMHL in December 2020 with £250,000 of the total consideration of £300,000 to be satisfied in cash during 2021. The Company has now entered into a variation agreement whereby £40,000 of the outstanding consideration shall be satisfied by the issue 1,142,858 new Ordinary Shares of 1p each at the placing price ("Consideration Shares") to Iain Banner and Bruce Parker-Forsyth with the remaining of £160,000 of the total consideration of £300,000 to be settled in cash in 2022.

Issue of Fee Shares

The Company will also issue 114,286 new Ordinary Shares  of 1p each for payment of professional services amounting to £4,000 at the Placing Price (" Fee Shares ").

AIM Application and Total Voting Rights

The Placing Shares, Consideration Shares and Fee Shares amounting in aggregate to 12,685,716 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. Application will made for the New Shares to be admitted to trading on AIM which is expected to become effected on or around 23 December 2021 ("Admission").

Following Admission, the enlarged issued share capital of the Company will comprise 159,802,147 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.

	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	25	36,684,874	22.96
Ranjit Murugason	1,320,317	0.9	1,320,317	0.83
Bryan Lawrie	90,384	0.1	90,384	0.06

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.

Chairman David Ciclitira commented:

"We have been overwhelmed by the positive reception received for KPOP.Flex and the tickets sold to date reflect that this is a festival with plenty of demand. Our partners both in Germany and Korea are delighted with the progress to date. We look forward to updating investors further as more artists are revealed."

Patrik Meyer  from Frankfurt Stadium commented:

"…KPOP.FLEX is a success- quite unbelievable numbers in the middle of Corona. There are buyers of tickets from all over Europe not just Germany."

Enquiries:

Live Company Group Plc David Ciclitira, Executive Chairman Sarah Dees, Chief Operating Officer	Tel: [phone]
Beaumont Cornish Limited (Nominated Adviser) Roland Cornish/Rosalind Hill Abrahams	Tel: [phone]
Monecor (London) Limited (Broker) Thomas Smith	Tel: [phone]

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 two divisions the first, 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, LCSE, manages a number of global sports, entertainment and lifestyle events. LCSEs main focus for 2021 has been the successful launch of the Formula E Cape Town race for series 9 in 2023.

It also has a minority investment in Start Art Global Ltd - combining both physical art shows and a digital art platform(www.start.art).

KPOP.FLEX see: https://kpopflex.com

Marwell Zoo see: https://www.marwell.org.uk

 

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