Placing and Subscription to raise £2.2 million

RNS Number : 5610P

Live Company Group PLC

11 February 2019

 

11 February 2019

LIVE COMPANY GROUP PLC

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

PLACING AND SUBSCRIPTION TO RAISE £2.2 MILLION

AND

EXPANSION OF THE BRICKLIVE ZOO PROGRAMME

Live Company Group Plc (AIM: LVCG) is pleased to announce an equity fundraise with certain existing investors including David Ciclitira, the Company's Executive Chairman, of, in aggregate, approximately £2.2 million gross (approximately £2.1 million net) (the "Fundraise").

The Fundraise comprises a conditional placing of 2,084,616 new ordinary shares of 1p each in the capital of the Company ("Ordinary Shares") (the "Placing Shares") to raise approximately £1.36 million (the "Placing") and a conditional subscription of 1,299,996 new Ordinary Shares (the "Subscription Shares") to raise approximately £0.84 million (the "Subscription"), both at a price of 65 pence per share (the "Issue Price").

The Company will also issue participants in the Fundraise 1.25 warrants for every Placing Share and Subscription Share issued (the "Investor Warrants").  Each Investor Warrant will provide the holder the right to one new Ordinary Share on its exercise.  The Investor Warrants will be exercisable at a price of 80 pence for a two year period from the admission of the Placing Shares.

It is expected that the Placing Shares will be admitted to trading on AIM on 25 February 2019, with the Subscription Shares expected to be admitted on 31 May 2019.

Given the significant interest being shown in the Group's BRICKLIVE Zoo programme, with seven BRICKLIVE Zoo shows already scheduled for 2019, and with the directors of the Company (the "Directors" or the "Board") currently expecting to add an additional seven BRICKLIVE Zoo shows during the year across Europe and the United States, the net proceeds from the Fundraise will be used to, inter alia, finance the expansion of the BRICKLIVE Zoo programme to meet this demand.

Highlights

·   Approximately £2.2 million gross (approximately £2.1 million net) raised via the Placing and Subscription at 65 pence per share

- 1.25 Investor Warrants to be issued for every one new Ordinary Share issued pursuant to the Fundraise

·   Net proceeds of the Fundraise will be used to

- Finance the further expansion of the BRICKLIVE Zoo programme, with seven shows already agreed and seven additional shows projected for 2019

- Provide additional working capital to the Group

·   The Group has also announced earlier today that it has entered into an agreement with one of Germany's leading exhibition promoters, AWC AG ("AWC"), for the staging of BRICKLIVE shows in Germany

·   Revenues for 2018 are broadly in line with expectations and a positive start to 2019 has been made, with a strong order book and pipeline of opportunities across the Group

David Ciclitira, Executive Chairman of Live Company Group, said: "I am very excited that the Group is investing in the BRICKLIVE Zoo programme.  With the success of our Zoo touring assets at Marwell Zoo and Twycross Zoo in the UK, we have seen significant levels of interest from other zoos across the UK, Europe and the United States.  This funding will therefore allow the Group to take advantage of these exciting opportunities and I'm personally delighted to be investing in the Company at this time."

Fundraise Statistics

Issue Price		65p
Number of existing Ordinary Shares		67,094,595
Number of Placing Shares		2,084,616
Number of Subscription Shares		1,299,996
Number of Commission Shares		46,153
Number of Investor Warrants		4,230,765
Number of Adviser Warrants		50,000
Number of Fee Shares		69,230
Gross proceeds of the Placing	Approximately £1.36 million
Gross proceeds of the Subscription	Approximately £0.84 million
Gross proceeds of the Fundraise	Approximately £2.2 million
Net proceeds of the Fundraise	Approximately £2.1 million
Number of Ordinary Shares in issue immediately following the First Admission			69,248,441
Number of Ordinary Shares in issue immediately following the Second Admission			70,594,590
Percentage of enlarged share capital, following the second Admission, represented by the Placing Shares, the Subscription Shares, the Commission Shares and the Fee Shares			4.96%

The Placing Shares, the Subscription Shares, the Commission Shares and the Fee Shares are being issued under the Company's existing share authorities.

Timetable of Principal Events

Event	Time and/or date
Expected date of First Admission of the Placing and Fee Shares	8.00 a.m. on 25 February 2019
Expected date of Second Admission of the Subscription and Commission Shares	8.00 a.m. on 31 May 2019

Each of the times and dates in the above timetable is subject to change.  If any of the above times and/or dates change, the revised times and/or dates will be notified to LVCG shareholders by announcement on a Regulatory Information Service.

All of the above times, and other time references in this announcement, refer to UK time.

Enquiries:

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

ADDITIONAL INFORMATION

BRICKLIVE Expansion and Operational Update

BRICKLIVE Zoos

Following the acquisition of Bright Bricks Holdings Limited ("Bright Bricks") in October 2018, the Group has received significant levels of interest for its BRICKLIVE Zoo programme and is therefore seeking to capitalise on this interest by expanding its BRICKLIVE Zoo brand by building additional models.

The BRICKLIVE Zoo programme offers zoos the opportunity to provide life sized models of animals which are not always easy for zoos to source, given their protected status.  The Group has already agreed terms to deliver seven BRICKLIVE Zoo shows in 2019 in the UK and the United States and the Directors currently expect to add an additional seven BRICKLIVE Zoo shows during the year across Europe and the United States.  In addition, four BRICKLIVE Zoo shows are already scheduled for 2020 in the UK, Europe and the United States.

There is a strong pipeline in place for future sales, with the key constraint to revenue growth being the Group's inventory of animal models that are available to be deployed.  Accordingly, LVCG is planning to utilise approximately £1.4 million of the net proceeds from the Fundraise to invest in content, producing approximately five new BRICKLIVE Zoo touring assets, over the next 15 months, which the Directors expect, when combined with the touring assets the Group already has in place, to generate approximately £2.0 million in revenue and £1.6 million in gross profit in 2019.

Other developments

The Group is pleased to have also announced, earlier today, that it has entered into an agreement with AWC, one of Germany's leading exhibition promoters, to provide three BRICKLIVE shows in Germany during the next 12 months.  Pursuant to the four year agreement, AWC will become the Group's exclusive partner in Germany.

The Group is also in discussions with other parties, including AWC, to provide further BRICKLIVE events across Europe.  The Board currently anticipates that during 2019, BRICKLIVE events will be held in approximately 60 locations.

The Directors can confirm that the Group has been in discussions regarding a potential acquisition.  However, the Directors confirm that such discussions were recently terminated.

The Placing and Subscription

The Company has raised, in aggregate, approximately £2.2 million gross (approximately £2.1 million net) via the Placing and Subscription, with approximately £1.36 million being raised via the placing of 2,084,616 Placing Shares at the Issue Price, with such shares expected to be admitted to trading on AIM on 25 February 2019.

The Company has also raised approximately £0.84 million via the Subscription, whereby 1,299,996 Subscription Shares will be issued at the Issue Price, with such shares expected to be, subject to completion of the Placing and receipt of the Subscription funds by the Company, admitted to trading on AIM on 31 May 2019.

In respect of the Fundraise, the Company has also agreed to pay commission to certain of the participants in the Fundraise, which will be satisfied partly in cash and partly through the issue of, in aggregate, 46,153 new Ordinary Shares (the "Commission Shares"), which are expected to be admitted to trading on AIM on 31 May 2019.  No Investor Warrants will be issued in respect of the Commission Shares.

The Placing Shares, Subscription Shares and Commission 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, Subscription Shares and Commission Shares.

Investor Warrants

Participants in the Fundraise will be issued Investor Warrants on the basis of 1.25 Investor Warrants for every one Placing Share and Subscription Share issued pursuant to the Fundraise.  The terms of the Investor Warrants provide that if, on the date of the exercise of the Investor Warrant, a warrantholder is the registered holder of a lesser amount of Ordinary Shares than the amount that were allotted and issued to him/her pursuant to the Fundraise (the "Shortfall"), then, unless such Ordinary Shares were transferred to a permitted transferee as defined in the Investor Warrant instrument, such number of Investor Warrants will automatically lapse as is equal to the Shortfall multiplied by 1.25.

The Investor Warrants will be exercisable for a two year period from the date of Admission of the Placing Shares, subject to any extension in accordance with the Investor Warrant instrument, at a price of 80 pence and on exercise, each Investor Warrant will entitle the warrantholder to one new Ordinary Share.  If exercised in full, the Investor Warrants would result in the issue of a further 4,230,765 new Ordinary Shares.

Director participation in the Fundraise and Related Party Transaction

David Ciclitira has agreed to invest approximately £250,000 in the Fundraise.  He will invest approximately £100,000 in the Placing and approximately £150,000 in the Subscription and will receive 153,844 Placing Shares and 230,768 Subscription Shares together with, in aggregate, 480,765 Investor Warrants.  In addition, pursuant to the Fundraise he will also receive 15,384 Commission Shares.

As David Ciclitira is the Company's Executive Chairman, he is deemed to be a related party of the Company as defined in the AIM Rules for Companies (the "AIM Rules"), and accordingly his participation in the Fundraise constitutes a related party transaction pursuant to Rule 13 of the AIM Rules.

The Directors, other than David Ciclitira, consider, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of David Ciclitira's participation in the Fundraise is fair and reasonable insofar as the Company's shareholders are concerned.

The Placing Agreement

The Company has entered into a placing agreement dated 8 February 2019 (the "Placing Agreement") with Shard Capital Partners LLP ("Shard"), pursuant to which Shard, as agent for the Company, has procured placees for the Placing Shares at the Issue Price.

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 25 February 2019 (or such later time and/or date as may be agreed, being no later than 8.00 a.m. on 29 March 2019), 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.

Use of Net Proceeds

The net proceeds of the Placing and Subscription are currently expected to be used by the Group for the following purposes:

·          Approximately £1.4 million will be used to enable the expansion of the BRICKLIVE Zoo programme; and

·          £0.7 million for general working capital purposes.

Trading Update

The Directors are pleased to confirm that revenues for the year ended 31 December 2018 are broadly in line with the guidance issued at the time of the Bright Bricks acquisition, announced on 5 October 2018.

The Directors are also pleased to confirm that the integration of Bright Bricks has now been completed and that the Group has made a positive start to 2019, with a number of shows having already been delivered and a strong order book and pipeline of opportunities in place.

Further information

The remuneration committee has resolved that Ranjit Murugason, Non-executive Director, is to receive a fee of £45,000 in respect of his involvement in winding up the Group's historic subsidiaries in Singapore, which will be satisfied through the issue of 69,230 new Ordinary Shares (the "Fee Shares").

In addition, the Company has resolved to appoint Ranjit Murugason as the Company's Senior Non-executive Director with immediate effect.

The Company has also issued warrants to subscribe for 50,000 new Ordinary Shares to an adviser of the Company, which are exercisable for a period of three years at a price of 80 pence (the "Adviser Warrants").

AIM Application, Total Voting Rights and Directors' Interests

Application will be made for the admission to trading on AIM of the 2,048,616 Placing Shares, the 1,299,996 Subscription Shares, the 46,153 Commission Shares and the 69,230 Fee Shares.  Dealings are expected to commence on 25 February 2019 in respect of the Placing Shares and the Fee Shares ("First Admission") and on 31 May 2019 in respect of the Subscription Shares and Commission Shares ("Second Admission").

Following First Admission, the enlarged issued share capital of the Company will comprise 69,248,441 Ordinary Shares.  Following Second Admission, the enlarged issued share capital of the Company will comprise 70,594,590 Ordinary Shares.  Each Ordinary Share has one voting right.  No Ordinary Shares are held in treasury.  The above figures may be used by LVCG shareholders as the denominators 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.

Table of Directors Interests

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

Director	No. of Ordinary Shares currently held	% of current issued share capital	No. of new Ordinary Shares to be issued on First Admission	No. of Ordinary Shares on First Admission	% of then issued share capital	No. of new Ordinary Shares to be issued on Second Admission	No. of Ordinary Shares on Second Admission	% of then issued share capital	No. of Investor Warrants
David Ciclitira*	26,975,815	40.21%	153,844	27,129,659	39.18%	246,152	27,375,811	38.78%	480,765
Andrew Smith	7,692	0.01%	-	7,692	0.01%	-	7,692	0.01%	-
Bryan Lawrie	15,384	0.02%	-	15,384	0.02%	-	15,384	0.02%	-
Ranjit Murugason	997,241	1.49%	69,230	1,066,471	1.54%	-	1,066,471	1.51%	-
Simon Horgan	2,820,512	4.20%	-	2,820,512	4.07%	-	2,820,512	3.99%	-
Serenella Ciclitira*	1,562	0.00%	-	1,562	0.00%	-	1,562	0.00%	-
Trudy Norris-Grey	-	-	-	-	-	-	-	-	-

* 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.

Forward-looking statements

This announcement may contain forward-looking statements relating to the Company's expected operations that are based on management's current expectations, estimates and projections.  Words such as "expects", "intends", "plans", "projects", "believes", "estimates", and similar expressions are used to identify such forward-looking statements.  These statements are not warranties or guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict.  Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements.  By their nature forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may occur in the future.  Although the Company believes the expectations reflected in such statements are reasonable, no assurance can be given that such expectations will prove to be correct.  There are a number of factors, many of which are beyond the control of the Company, which could cause actual results and developments to differ materially from those expressed or implied by forward-looking statements.

 

END

 

 

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