Placing and Partial Loan Conversion

RNS Number : 1520R

Live Company Group PLC

26 June 2020

 

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Market Soundings, as defined in MAR, were taken in respect of the Placing with the result that certain persons became aware of this inside information, as permitted by MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

26 June 2020

LIVE COMPANY GROUP PLC

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

PLACING TO RAISE £0.4 MILLION; PARTIAL LOAN CONVERSION

Live Company Group plc (AIM: LVCG) is pleased to announce that it has raised £0.4 million gross (approximately £0.36 million net) via a placing (the "Placing"), at a price of 10 pence per share (the "Issue Price").  Brick Live International Limited ("BLI") and Mr Ciclitira have also agreed to amend his £0.5 million loan announced on 15 April 2020 (the "Loan"), such that £205,000 of the Loan will be converted into shares in the Company alongside the Placing, on the same terms (the "Conversion").

Highlights

· Placing to raise £0.4 million gross (approximately £ 0.36 million net) at the Issue Price of 10 pence per share

· Net proceeds of the Placing will be used to

- Provide additional working capital to the Group

- Continue the planned build programme for 2020 to take advantage of post lockdown operating conditions

· Partial conversion of £205,000 of the Loan at the Issue Price, maintaining Mr Ciclitira's equity interest in the Company

- Following Conversion, £295,000 of the Loan will remain outstanding, with all other terms of the Loan remaining the same

· One warrant to be issued for every new share issued pursuant to the Placing but not the Conversion

David Ciclitira, Executive Chairman of LVCG, said : "The Placing puts us in a strong position to emerge from lockdown on the front foot and to continue with our growth strategy. With zoos now able to open in the UK - including those where we have our assets installed or soon to be installed. Our first Zoo in the US - JB Zoo has experienced record numbers during its opening weeks. We look forward to updating shareholders in due course on our progress.

I am also pleased to convert approximately 41% of my Loan into shares at the same price as the Placing is being undertaken, as I remain a strong believer in the equity story of our business."

The Placing

The Placing comprises a conditional placing of 4,000,000 new ordinary shares of 1p each in the capital of the Company ("Ordinary Shares") (the "Placing Shares") by Shard Capital Partners LLP ("Shard") to raise £0.4 million gross (approximately £0.36 million net) at the Issue Price.

The net proceeds from the Placing will be used for general working capital purposes and to continue the planned build programme for 2020.

The Placing Agreement

The Company has entered into a placing agreement dated 26 June 2020 (the "Placing Agreement") with Shard, pursuant to which Shard, as agent for the Company, has procured placees for the Placing Shares at the Issue Price of 10 pence per share.

The obligations of Shard under the Placing Agreement are conditional, inter alia, upon admission of the Placing Shares having occurred by 8.00 a.m. on 3 July 2020 (or such later time and/or date as may be agreed, being no later than 8.00 a.m. on 6 July 2020), and there being no material breach of the warranties given to Shard prior to admission of the Placing Shares.

Shard 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 Shard 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 Conversion will not take place.

Partial Loan Conversion

Further to the Company's announcement on 15 April 2020, where Mr Ciclitira, the Chairman, provided a loan of £500,000 to BLI, the Company's wholly owned subsidiary, BLI and Mr Ciclitira have agreed to amend the terms of the Loan, such that £205,000 of the Loan will be converted into 2,050,000 new Ordinary Shares (the "Conversion Shares") at the Issue Price (the "Conversion") alongside and conditional upon the Placing.  As a result of the Conversion, Mr Ciclitira will maintain his percentage interest in the Company's enlarged issued share capital at the current, pre-Placing, level, as he is effectively prohibited (absent launching an offer for the Company), pursuant to the City Code on Takeovers and Mergers, of converting more of the Loan at this time.

Following the Conversion, the principal of the Loan outstanding will be £295,000, with all other terms of the Loan remaining the same.

Warrants

The Company will issue participants in the Placing, one warrant for every Placing Share (the "Warrants").  As a result, 4,000,000 Warrants will be issued to placees pursuant to the Placing and subject to approval of the necessary authorities at the Company AGM (details of which are to be announced)

Each Warrant will provide the holder the right to one new Ordinary Share on its exercise.  The Warrants will be exercisable at a price of 15 pence for a two year period from the date of the AGM, subject to any extension in accordance with the Warrant instrument.  If exercised in full, the Warrants would result in the issue of a further 4,000,000 new Ordinary Shares.

The Company is also considering making proposals to existing warrant holders to place these on similar terms and will provide further detail in due course, noting that upon exercise these warrants would generate further capital for the Company.  

The Company has also issued warrants to subscribe for 75,000 new Ordinary Shares to Shard, which are exercisable at a price of 15 pence for a period of two years.

Related Party Transaction

As Mr Ciclitira is a Director of the Company and a substantial shareholder, as defined under the AIM Rules for Companies (the "AIM Rules"), he is a related party of the Company as defined under the AIM Rules.

As a result, the Conversion of Mr Ciclitira's loan is classified as a related party transaction pursuant to Rule 13 of the AIM Rules and the Directors of the Company, other than Mr Ciclitira, consider, having consulted with the Company's nominated adviser, Beaumont Cornish Limited, that the terms of the Conversion are fair and reasonable insofar as the Company's shareholders are concerned.

AIM Application, Total Voting Rights and Directors' Interests

The Placing Shares and the Conversion 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 of the Placing Shares and Conversion Shares.

The Placing Shares and the Conversion Shares are being issued under the Company's existing share authorities.

Application will be made for the admission to trading on AIM of the 4,000,000 Placing Shares and the 2,050,000 Conversion Shares.  Dealings are expected to commence on 3 July 2020 in respect of the Placing Shares and the Conversion Shares ("Admission").

Following Admission, the enlarged issued share capital of the Company will comprise 87,097,285 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.

The table below sets out the resulting interest of the Directors following Admission.

Director	No. of Ordinary Shares currently held	% of current issued share capital	No. of new Ordinary Shares to be issued on Admission	No. of Ordinary Shares on Admission	% of then issued share capital
David Ciclitira*	27,534,871	33.97%	2,050,000	29,584,871	33.97%
Bryan Lawrie	90,384	0.11%	-	90,384	0.10%
Ranjit Murugason	1,320,317	1.65%	-	1,320,317	1.54%
Simon Horgan	3,152,330	3.87%	-	3,152,330	3.62%
Serenella Ciclitira*	1,562	0.00%	-	1,562	0.00%
Trudy Norris-Grey	-	0.00%	-	-	0.00%
Mark Freebairn	471,919	0.59%	-	471,919	0.54%

* connected persons

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

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]
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 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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