Replacement: Corporate Update

Live Company Group PLC

29 December 2023

 

THE FOLLOWING ANNOUNCEMENT REPLACES THE ANNOUNCEMENT "CORPORATE UPDATE" MADE AT 09.01 ON 29 DECEMBER 2023 WITH RNS NUMBER 1993Y.    IN THE PREVIOUS ANNOUNCEMENT, IN THE THIRD PARAGRAPH,  THE CREDITORS' CONVERSION PRICE OF £0.03 WAS INCORRECTLY DESCRIBED AS BEING "AT PAR VALUE" (WHEREAS THE CORRECT PAR VALUE IS £0.01).   THIS REFERENCE HAS NOW BEEN DELETED AND ALL OTHER TEXT REMAINS THE SAME.

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").

29 December 2023

LIVE COMPANY GROUP PLC

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

CORPORATE UPDATE

LVCG provides an update on its financial positIon, financial statements and corporate activities.

FINANCIAL POSITION

The Company has spent the last quarter reviewing its existing debt and creditor base outlined in the previous RNS dated 27 November 2023 and  has agreed in principle a number of measures to substantially reduce outstanding indebtedness and provide future working capital for its ongoing businesses.

In particular, it has reached an in principle agreement with Chairman David Ciclitira to convert his existing debt of £350,000 with the company into Ordinary shares of 1p each in the Company ("Ordinary Shares") at a price of £0.03 per share. The Company has also reached agreement with members of its remaining staff to convert monies owed to them into shares at £0.03 and has agreed with the other Directors, being Ranjit Murugason, Bryan Lawrie and Stephen Birrell for them to receive their outstanding directors fees, (totalling some £200,000), in Ordinary shares of the Company at an issue price of £0.03 per share.

The Company has been operating on reduced overheads as it works on cash preservation and cost reduction.  It has also agreed with a series of creditors for them to convert their debt at a price of £0.03 per share. The total amount of debt proposed to be converted into equity in the Company, in full and final settlement, is approximately £1.85 million Furthermore, the Company has agreed in principle for the remaining creditors' outstanding balances of approx. £2.7 million be settled over 18 months. 

The Company has agreed with the original vendors of StartArt Global Limited ("StartArt") effectively to cancel the acquisition of the 80.06% of StartArt as announced on 8 July, 2023 in return for the cancellation of all amounts owing to the vendors being up to an aggregate of £500,000 in cash and £519,800 in Ordinary Shares, with the Company retaining a 19.94% interest. There may be the potential to increase this interest in the coming year subject to approval.

To provide ongoing working capital for the Group, the Company is also proposing to raise at least £500,000 by an issue of new Ordinary Shares at proposed issue price of £0.01 per share and also discussing with David Ciclitira the level and form of his ongoing financial support.

In addition, the Company has been having discussions with a potential  investor concerning  a substantial investment in the Company alongside bringing new complementary business lines to the Company. It is emphasised that nothing is contractually agreed at the moment and such an investment may not proceed.

Further details will be provided including compliance under AIM Rule 13 in relation to the various Related Party Transactions when these are concluded which is expected to be in conjunction with the publication of the financial statements due.

FINANCIAL STATEMENTS

In the light of the matters referred to above, the Company is now proceeding to finalise its overdue Audited and Interim Accounts by the end of January, failing which AIM have now agreed that the cancellation of trading on AIM would take place on Tuesday 1 February.

CORPORATE ACTIVITIES

The Company estimates that the revenue for its BRICKLIVE business in 2023 was around £1,500,000 (unaudited) and that this forms the basis for believing that this business is capable of revenues of approx. £2,000,000 for 2024. BRICKLIVE and has already concluded contracts with Aqua Zoo in The Netherlands, ICC Wales (2 events), Stirling Centre, and Cardiff BID amongst others for 2024.

Discussions with the Korean artist management companies are ongoing to run a KPOP concert in Frankfurt at the Deutsche Bank Park Stadium in August 2024.  This concert would be in partnership with PKE - the promoter and funder - and whilst there would be less potential revenue compared to other recent shows, it would provide the Company with a source of revenue without the funding and operational risks falling on the Company.

StartArt completed its 10^th anniversary show at the Saatchi Gallery in October and is currently negotiating with the Saatchi Gallery and an alternative venue for an extended 5 year contract.   Announcements are due to be made in early January. Apart from this the projected new sources of income at the time of acquisition have not been realised and therefore the decision had been taken effectively to sell the more recent 80.04% acquired back to the original vendors.

A South Africa Eye four year concept for an international rollout has been presented to the South African department of Sport, Art and Culture.  A decision is expected at the end of January. The first event would take place in the UK in October 2024.

A decision regarding the staging of the 2025 Formula e in Cape Town will be made by the end of June 2024.  

Enquiries:

Live Company Group Plc David Ciclitira, Executive Chairman Sarah Dees	Tel: [phone]
Beaumont Cornish Limited (Nominated Adviser) Roland Cornish/Rosalind Hill Abrahams	Tel: [phone]
CMC Markets UK Plc Thomas Smith Douglas Crippen	Tel: [phone]

About Live Company Group [Any need to update?]

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. 

·    LVCG owns the brand KPOP Lux and is the Executive Producer of KPOP Lux.

·    StART Art Global (SAG) - SAG owns StART Art Fair in London which has been staged over the last 10 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.

·    Live Company Sports and Entertainment (LCSE) - LCSE owns LCSE Pty in South Africa.

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.

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.  Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. The securities referred to in this Announcement have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States, or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and, in each case, in compliance with the securities laws of any state or other jurisdiction of the United States.

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

Cautionary statements

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Regulation Rules and/or FSMA), the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based. Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future years would necessarily match or exceed the historical published earnings per share of the Company. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decisions to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Sole Bookrunner.

The Offer Shares to be issued pursuant to the Capital Raise will not be admitted to trading on any stock exchange other than AIM.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

 

END