TIDMLVCG
RNS Number : 0162S
Live Company Group PLC
11 November 2021
11 November 2021
LIVE COMPANY GROUP PLC
("LVCG", the "Company" or the "Group")
E- MOVEMENT SHARES
Live Company Group plc (AIM: LVCG) announces that further to the
announcement of 3rd December 2020 the Company confirms it has
acquired 271 Ordinary Shares ("shares"), representing 20% of the
total issued share capital, in E Movement (PTY) Ltd ('EMPL'). EMPL
is the South African based promoter of the Cape Town E Prix which,
as previously announced, been confirmed for Series 9 of the ABB FIA
Formula E World Championship and due to take place in February
2023.
In 2020 and 2021 Chairman David Ciclitira (in his personal
capacity) purchased the shares in EMPL ("EMPL Shares") for the
purchase price of GBP113,460 in cash in anticipation of this being
transferred to the Company. Accordingly, Mr Ciclitira is now
selling them to the Company for the same amount which is to be
satisfied in cash in instalments with the final instalment paid
within 12 months. No interest is payable on the outstanding
amounts. The Company also announces that subsequent investments
from local South African BEE funds earlier in 2021 currently value
EMPL at a significantly higher level.
The EMPL Shares now represent approximately 20% of the share
capital.
David Ciclitira is a Director of the Company and a substantial
shareholder, who together with Maria Serena Papi (Serenella
Ciclitira) holds 25% of the Company's issued share capital.
Accordingly, they are defined as Related Parties under the AIM
Rules for Companies (the "AIM Rules") and the Acquisition is
classified as a Related Party Transaction pursuant to Rule 13. The
Director of the Company, other than David Ciclitira and Maria
Serena Papi, being Bryan Lawrie, Ranjit Murugason and Stephen
Birrell consider, having consulted with the Company's Nominated
Adviser, Beaumont Cornish Limited, that the terms of the
Acquisition are fair and reasonable insofar as the Company's
Shareholders are concerned.
In forming this view, they have taken into account that the
shares are being acquired for the price paid by David Ciclitira and
that subsequent transactions in EMPL's shares would value the
shares at a materially higher price. The interest in EMPL
represents a separate potential income stream from the E prix
marketing businesses bought last December and in the view of the
Board, protects the Group's interests in those marketing businesses
by the acquisition of a material minority stake in the main
promoter of the Cape Town E-Prix. As a result of the purchase, EMPL
will now be 20% owned by LVCG. Mr Ciclitira will remain on the
board of EMPL as the representative of LVCG's interests.
The information communicated in 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 ("MAR"),
and is disclosed in accordance with the Company's obligations under
Article 17 of MAR.
Enquiries:
Live Company Group Plc Tel: 020 7225 2000
David Ciclitira, Executive Chairman
Sarah Dees, Chief Operating Officer
Beaumont Cornish Limited (Nominated Adviser) Tel: 020 7628 3396
Roland Cornish/Rosalind Hill Abrahams
===================
Monecor (London) Limited (Broker) Tel: 020 7392 1436
Thomas Smith
===================
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 two divisions the first, 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, LCSE, manages a number of global sports,
entertainment and lifestyle events. LCSEs main focus for 2021 has
been the successful launch of the Formula E Cape Town race for
series 8 in 2022.
It also has a minority investment in Start Art Global Ltd an
on-line art and digital art platform (www.start.art).
EMPL Deal History Details
EMPL
E-Movement PTY Ltd (EMPL) is a South African company which has a
5 year contract with Formula E Holdings and the FIA to stage the
Cape Town E-Prix.
E-Movement Holdings Ltd (EMHL) is a UK company wholly owned by
LVCG, which was previously wholly owned by David Ciclitira
(although immediately prior to LVCG's acquisition was owned equally
by Mr Ciclitira, Bruce Parker-Forsyth and Iain Banner). Mr
Parker-Forsyth and Mr Banner are also shareholders in EMPL and Mr
Parker-Forsyth is MD of LCSE and owns 3.5mil shares in LVCG. The
relationship with Formula E was established in 2018 by Mr
Parker-Forsyth and Mr Banner.
When EMHL was wholly owned by David Ciclitira it entered into an
option agreement to acquire shares in EMPL from a South African
Wealth Manager. It was not structurally possible to directly
acquire shares in EMPL at that time. Prior to Mr Parker-Forsyth and
Mr Banner becoming shareholders in EMHL this option was novated to
Mr Ciclitira in his personal capacity.
The option has now been exercised and David Ciclitira owns 271
ordinary shares in EMPL, (20% of the issued share capital), for
which he paid in aggregate GBP113,460. LVCG has now purchased these
shares from Mr Ciclitira for the same amount.
Relationship between EMPL and LVCG
Prior to LVCG's involvement EMPL entered into an agreement with
World Sport South Africa (WSSA) to project manage the envisaged
Cape Town E-Prix for a fee. This agreement was novated to LCSE in
December 2020.
Also prior to LVCG's involvement, EMPL entered into an agreement
with EMHL (which at that time was owned by Messrs, Ciclitira,
Parker-Forsyth and Banner) appointing EMHL as exclusive worldwide
commercial representative for the envisaged E-Prix for a fee.
The Company have been made aware that there has been interest
from new investors which values the GBP113,460 significantly
higher.
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END
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