Short Term Prepayment Facility

RNS Number : 9137O

Live Company Group PLC

03 February 2023

 

3 February 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")

SHORT-TERM PREPAYMENT FACILITY

LVCG is pleased to announce that it has received an unconditional offer for a prepayment facility and has today entered into an agreement (the "Agreement") for the provision of up to £500,000 short term working capital in the form of an institutional placing agreement (the "Facility").

LVCG has recently signed several high-profile commercial contracts, including two K-POP festives taking place in Summer 2023. The Facility will provide additional support for LVCGs short-term working capital requirements (including the payment of accrued liabilities) as the Company looks to deliver on these and other contracts, whilst continuing to close further deals.

Details of the Agreement

LVCG will immediately draw down £217,474 (gross) (£200,000 net) as an initial prepayment (the "Initial Prepayment") which is repayable on the date falling 6 months from the date of closing if not used for equity placements as further detailed in this announcement.

On closing, RiverFort Global Opportunities PCC Ltd (the "Investor") will also subscribe for 5,654,316 ordinary shares at 1p per share (the "Placing Shares") for a total of £56,543.16. These shares will be used to settle, in part, future equity placings associated with the Initial Prepayment.

The fees, prepaid 10% interest and other costs in relation to the Facility payable to the Investor total £74,017 and when set off the subscription result in a net deduction of £17,474 to be paid from the gross drawn prepayment, hence a net payment to the Company under the Facility with respect to the Initial Prepayment of £200,000.

Any prepayments pursuant to the Facility (each a "Prepayment") will facilitate future equity placements by the Investor at a price equal to the lower of (a) 120% of the five daily VWAPs immediately prior to that drawdown (the "Reference Price") (120% of the Reference Price being the "Fixed Price") and (b) 92% of the lowest daily VWAP in the 10 days prior to the Investors' notice of subscription (the "Variable Price").

The Investor will be able to use the Placing Shares to settle equity placements pursuant to the Initial Prepayment. In using such Placing Shares, the Investor will pay the Company a performance fee representing the difference between the lower of the Fixed Price and the Variable Price (less the nominal value of the relevant Placing Shares).

The term of the Initial Prepayment is 6 months from the date of deposit of the balance of the Initial Prepayment with the Company. If the Investor is unable to complete the requisite equity subscriptions during the term, the outstanding balance of the Initial Prepayment will be repaid by the Company to the Investor.

The Investor may agree (but shall not be obliged) for the Company to make further drawdowns for equity prepayments during the three year term of the Facility, up to a maximum aggregate amount (including the Initial Prepayment) of £500,000. Further, the Investor may subscribe for additional placing shares for future equity placements.

Any further prepayment beyond the Initial Prepayment would be subject to customary conditions precedents for such facilities including sufficient share authority and therefore the Company may require shareholder approval to be obtained from time to time.

The Company shall pay a fixed coupon with respect to Initial Prepayment of 10%.

The Company will pay a implementation fee of 5% of the Initial Prepayment plus legal and due diligence (these have already been settled by the Company) fees which will be deducted from the Initial Prepayment to the extent not settled in advance.

Mr David Cilitira, Chairman of the Company, is providing a personal guarantee in respect of the Facility.

Warrants

Warrants in the ratio of 1 warrant to 1 ordinary share will be issued to the Investors with an exercise price equal to 120% of the applicable Reference Price. The warrants will have an exercise period of 48 months from the date of issuance.

Settlement Agreement

The Company, further to the deed of termination agreement dated 14 August 2020 with RiverFort Global Opportunities PCC Limited and YA II Pn, Ltd (the "Previous Funders") arising from the re-financing with Close Brothers, a total of £142,735 plus accrued interest of circa £20,000 remains due (the "Outstanding Balance"). To provide further capital resources for the Company,  the Previous Funders have agreed to settle the Outstanding Balance in the form of shares. The settlement agreement provides that the Company has agreed to repay the Outstanding Balance by way of £200,000 in ordinary shares issuances at the average of the 5 daily VWAPs prior to the relevant settlement tranche date. The Company will issue 4 tranches of £50,000 of ordinary shares and the first tranche will be settled 3 (three) trading days after the notification from the Investor of the settlement of the Initial Prepayment.  Each further tranche will, by default unless otherwise elected by Previous Funders or otherwise agreed between the parties, fall 60 (sixty) days after the previous. There will be no further liability accrued to the Company with respect to the Outstanding Debt once settled in the relevant tranches.

Total Voting Rights

Application has been made for admission of the 5,654,316 New Shares which will rank pari passu with existing Ordinary Shares to trade on AIM ("Admission") expected to be on or around 8^th February 2023.

Following Admission, the enlarged issued share capital of the Company will comprise 249,923,920 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

Chairman David Ciclitira Commented: "The Facility provides us with additional working capital to settle outstanding accrued liabilities, freeing us up to focus on the coming weeks and months when we are positive of concluding a number of key contracts. The last couple of years have been a challenge with Covid, and the macro-climate with global inflation has stifled some progress over the last 12 months, but as we look ahead with our business partners, including those in Korea, we are confident that with the number of initiatives we now have in place such as the expansion of our KPOP division that we are on the right path to recovery. I am personally committed to the next phase, as evidenced by my personal guarantee on the Facility. Further, I am very happy we could negotiate a settlement with our Previous Funders to free up further capital for the months ahead, which I think is beneficial for all concerned."

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]

 

 

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.  The second is KPOP which owns the K.flex brand. K.flex is Europe's first ever Mega KPOP music festival.  The third is Live Company Sports and Entertainment, which manages a number of global sports, entertainment and lifestyle events.  The fourth division is StART Art Global. StART Art Global is a combination of both physical art shows and a digital art platform.

 

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