Re-payment of Riverfort facility, Issue of Shares

RNS Number : 2308U

Live Company Group PLC

27 March 2023

 

27^th March 2023

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014. as it forms part of   UK   Domestic Law by virtue of the European Union (Withdrawal) Act 2018 ("UK   MAR").

LIVE COMPANY GROUP PLC

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

REPAYMENT OF RIVERFORT SHORT TERM FACILITY / AMENDMENT OF SETTLEMENT AGREEMENT ISSUE OF SHARES/WARRANT REBASE/TVR

LVCG announces that further to the announcement which took place on 3 February 2023 where the Company announced a drawdown of £200,000 of a short-term prepayment facility that it has now arranged to fully repay this facility early in cash by way of a new equity subscription by a number of long-term existing shareholders. This has been arranged by the Company and therefore no placing commission is due on this subscription.

In relation to the Settlement agreement for the prior funding arrangement also referred to in the announcement of 3 February 2023,it has now been agreed that the first £50,000 tranche of this will be paid in cash  in instalments between 15 April  2023 and 30 May, with the remaining tranches of £50,000 nominal settled in either cash or by the issue of Ordinary shares ( at the Company's discretion) as per the original agreement commencing on 1 August 2023. Furthermore, the Investors (Riverfort/YA) undertake to use their reasonable endeavours not to trade Settlement Shares representing more than 25% of the calendar monthly volume trade for the month on which any Settlement Shares are sold.

Issue of Equity

To provide funding for the early re-payment of the short-term facility the company has raised £200,000 via direct subscriptions by certain existing shareholders ("the Subscribers") for a total of 10,000,000 new ordinary shares of 1p each at a price of 2.0p per share ("Subscription Shares") and these have been allotted to the subscribers ("Issue") conditional only on Admission (as defined below). Settlement is on T+10 and, on receipt, the funds will be applied towards the repayment of the £200,000 short-term prepayment facility as referred to above.

Warrants

The Company will issue to the Subscribers warrants of 12,500,000 to subscribe for a total of 12,500,00 new ordinary shares of 1p each ('new Ordinary Shares") on a ratio of 1.25 warrants per Subscription Share ("Subscription Warrants").

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 3.5p for a two-year period from the date of admission of the subscription shares in accordance with the Warrant instrument. If exercised in full, the Warrants would result in the issue of up to a further 12,500,000 new Ordinary Shares. Warrant holders will be required to warranty their original holding of subscription shares in order to exercise the warrant.

Warrant Re-base

Furthermore, LVCG announces that following consultation with existing warrant holders that certain warrants issued in 2021 and 2022 will be rebased. The rationale for the re-base is to provide a realistic target against the current share price and therefore provide the Company with the potential funding benefit of exercise in due course.

The warrant instrument states that 75% or holders need to agree to request a change in term and exercise price. The Company confirms that it has received confirmation from all warrant holders required to execute this change. Details of the new warrant terms are given below.

4^th May 2021 Warrants

As previously announced on 4th May 2021, 1,500,000 of warrants at 5p were issued for a term of two years. These warrants will now have an exercise price of 3.5p per ordinary share and can be exercised anytime within two years from the date of this announcement.

17^th December 2021 Warrants

As previously announced on 17^th December 2021, 11,428,572 of warrants at 5p were issued for a term of two years. These warrants will now have an exercise price of 3.5p per ordinary share and can be exercised anytime within two years from the date of this announcement.

8^th July 2022 Warrants

As previously announced on 8^th July 2022, 8,000,000 of warrants at 8p were issued for a term of two years. These warrants will now have an exercise price of 3.5p per ordinary share. The term for these warrants will remain the same.

  AIM Application and Total Voting Rights

Application will be made for the Subscription Shares, which rank pari passu, with existing ordinary shares, to be admitted to trading on AIM ("Admission").  Admission is expected on or around 31 March 2023.

Following Admission, the enlarged issued share capital of the Group will comprise   259,923,920 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 Group under the FCA's Disclosure Guidance and Transparency Rules.

Chairman David Ciclitira commented: "I would like to thank our long-term shareholders who continue to show support for the company as we grow our strategy in 2023 and beyond. I would also like to thank Riverfort for their support with the short -term facility."

Point of Clarification Birdman Contract

Shareholders should note that for the avoidance of doubt all contracts announced on 13^th February have been signed and the first payment of $450,000 has been received by the Company.

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]
Oval(X) (Broker) Thomas Smith	Tel: [phone]

About 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 four divisions:

· 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. 

· KPOP -  the company owns the rights to the K.Flex brand and through its joint venture with the Explorado group KPOP Europa (KPE) is a partner in and the Executive Producer of K.Flex in Frankfurt. 

LVCG also owns the brand KPOP Lux and is the executive producer of KPOP Lux in Madrid and London. Both of these shows are produced in partnership with SBS - the Korean television network. The Company organises an annual Japanese KPOP festival called KPOP Lux Nagoya in partnership with Birdman - a leading advertising and entertainment company based in Tokyo.

· StART Art Global (SAG) - SAG owns StART Art Fair in London which has been staged over the last 9 years at the Saatchi Gallery. SAG has licensed the rights to the StART brand in Korea. The licence includes the right to create and run StART Art Fair Seoul and various StART+ exhibitions.

SAG has also licensed the right to the StART brand in Japan to Live Company Japan a joint venture with M Group Holdings Co.

SAG has also licensed the brand to Live Company Korea to create the StART Art Coin.

· Live Company Sports and Entertainment (LCSE) - LCSE owns LCSE Pty in South Africa which has a long-term relationship with Pick 'n' Pay and the Ocean Race.

LVCG is a founder shareholder in E-Movement - the promoter of the Formula E Race in Cape Town. As part of this relationship E-Movement has retained LCSE (through E-Movement holdings) as its implementation partner. E-Movement Holdings a 100% subsidiary of Live Company Group has the right to sell sponsorship for the Formula E race in Cape Town.

 

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