TIDMLVCG
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
GBP500,000 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 GBP217,474 (gross) (GBP200,000
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 GBP56,543.16. 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 GBP74,017 and when set
off the subscription result in a net deduction of GBP17,474 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 GBP200,000.
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 GBP500,000. 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 GBP142,735 plus
accrued interest of circa GBP20,000 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
GBP200,000 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 GBP50,000 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 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
===================
Oval(X) (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 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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