REG - Live Company Group - Update, Notice of GM, Issue of Equity, TVR

LiveAnnouncement

28/03/2024 12:30

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RNS Number : 7508I  Live Company Group PLC  28 March 2024

28 March 2024

 

 

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")

GENERAL MEETING UPDATE

 CORPORATE UPDATE

ISSUE OF EQUITY

 

 

 

LVCG Plc is pleased to provide a corporate post the announcement on 21 March
2024 and the re-listing of its shares on AIM.

 

 

Cornerstone Investor Update

As previously announced, the Company has been in discussion with two
cornerstone investors ('Investors") with an agreed termsheet being received
from one. The Company now confirms that it has signed non-binding Heads of
Terms with the second Investor and is proceeding to the next stage of mutual
due diligence. Further announcements will be made upon additional progress
with the Investors; however there is no guarantee that a transaction will
result. Shareholders are reminded that any investment from the Investors will
be for new business with both investors potentially adding complementary
businesses and events.

Update on Brick Live events

The Company confirms that one more Brick Live show has been signed since the
last RNS - being for Animal Paradise Mini to the Grand Arcade Shopping Centre
in Cambridge. Additional contracts are out for signature too.

General Meeting Circular

A circular containing details of the General Meeting ("GM") will be posted to
shareholders today and will be available on the Company's website:
www.livecompanygroup.com (http://www.livecompanygroup.com) . The GM is set to
take place on 16 March 2024 at midday at the Eccleston Square Hotel, 37
Eccleston Square, Pimlico, SW1V 1PB.

Corporate Governance

Senior NED Ranjit Murugason has notified the board of his intention to resign
from the board with an effective date of 28 June 2024. He will support the
board until that date.

 

Issue of Equity

The Company announces that it has issued 13,500,000 new ordinary shares of 1p
each for the equivalent of £135,000 for a payment due to the provider of a
loan facility ("Creditor Shares"). Once admitted, these shares will be subject
to an orderly market undertaking in respect of sales over a minimum period of
five months. The Creditor Shares will be issued out of existing share
authorities.

 

AIM Application and Total Voting Rights

Application will be made for a total of 13,500,000 Creditor Shares, which will
rank pari passu with the existing ordinary shares of 1p each in issue, to be
admitted to trading on AIM and it is expected that the admission in respect of
the Creditor Shares on AIM will take place on or around  8 April 2024.
("Admission").

Following Admission, the enlarged issued share capital of the Company will
comprise 308,623,920 ordinary shares of 1p each ("Shares").  Each Share has
one voting right.  No Shares are held in treasury.  The above figure may,
following  Admission, 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: " I am very excited about the ongoing
discussions with the two potential investors .I remain confident that today's
prices will offer considerable value to our shareholders."

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 CMC Markets UK Plc  (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.

 

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

 

·    LVCG owns 19.94 % of StART Art Global (SAG) - SAG owns StART Art Fair
in London which has been staged over the last 10 years at the Saatchi
Gallery..

 

·    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.

 

 

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