TIDMLVCG
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
GBP200,000 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 GBP50,000 tranche of
this will be paid in cash in instalments between 15 April 2023 and
30 May, with the remaining tranches of GBP50,000 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 GBP200,000 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 GBP200,000 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 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
===================
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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