TIDMLVCG
RNS Number : 9667V
Live Company Group PLC
17 December 2021
17 December 2021
LIVE COMPANY GROUP PLC
("LVCG", the "Company" or the "Group")
KPOP.FLEX, BUSINESS UPDATE AND FUNDING
Live Company Group plc (AIM: LVCG) announces an update on
KPOP.FLEX and Marwell Zoo, a placing to provide funding for working
capital and expansion of the KPOP brand.
Update on KPOP.FLEX
LVCG is pleased to announce an update on the progress of the
KPOP.FLEX festival. Ticket sales with Ticketmaster opened on Friday
10(th) December 2021 and the Company is delighted to inform
shareholders that ticket sales to date have far outmatched
expectations in excess of 10,000 tickets already sold in forty
countries despite only two artists being confirmed.
Marwell Zoo
As previously announced the Company secured a multi-year
contract with Marwell Zoo in November 2019 as part of which the
Company is pleased to confirm that an all new BRICKLIVE tour:
Brickosaurs Evolution will be on display at this iconic zoo from
April 2022 to September 2022.
Fundraise
The KPOP.FLEX festival represents a potentially substantial
income stream for LVCG in 2022 and the opportunity to replicate it
in other parts of the world. Revenue from ticket sales to date has
exceeded expectations. To provide funding for the KPOP-FLEX as well
as the expansion of the concept and additional working capital for
the growth of the Group post lock-down , the Company has raised
GBP0.40 million (before expenses) by way of a placing of 11,428,572
new Ordinary Shares of 1p each ("Placing Shares") through Monecor
(London) Limited trading as ETX Capital ("Monecor") at a placing
price of 3.5p per share (the "Placing Price") (the "Placing"). The
Placing Price represents a discount of circa 6.7% to the closing
price per Ordinary Share of 3.75p on AIM on 15 December 2021.
The Company has entered into a placing agreement dated 16
December 2021 (the "Placing Agreement") with Monecor pursuant to
which they, as agents for the Company, have procured placees for
the Placing Shares at the Placing Price. The Placing Agreement is
conditional on Admission (as defined below).
Monecor may terminate the Placing Agreement in specified
circumstances (including for breach of warranty at any time prior
to admission of the Placing Shares, if such breach is reasonably
considered by Monecor to be material in the context of the Placing)
and in the event of a force majeure event occurring at any time
prior to admission of the Placing Shares. If the conditions of the
Placing Agreement are not fulfilled on or before the relevant date
in the Placing Agreement, placing monies will be returned to
placees without interest as soon as possible thereafter. If the
Placing Agreement is terminated, the Acquisition will not take
place.
Warrants
The Company will issue warrants of 11,428,572 at a ratio of 1
warrant per each Placing Share ("Placing Warrants").
Each Placing Warrant will provide the holder the right to one
new Ordinary Share on its exercise. The Warrants will be
exercisable at a price of 5.0p for a two-year period from the date
of admission, subject to any extension in accordance with the
Warrant instrument. If exercised in full, the Warrants would result
in the issue of a further 11,428,572 new Ordinary Shares.
Both the Placing Shares and the Ordinary Shares issuable under
the Warrants will be issued pursuant to the Company's existing
share authorities.
Issue of consideration shares for E -Movement Holdings Ltd
("EMHL")
As previously announced, the Company entered into an agreement
to purchase the entire issued share capital of EMHL in December
2020 with GBP250,000 of the total consideration of GBP300,000 to be
satisfied in cash during 2021. The Company has now entered into a
variation agreement whereby GBP40,000 of the outstanding
consideration shall be satisfied by the issue 1,142,858 new
Ordinary Shares of 1p each at the placing price ("Consideration
Shares") to Iain Banner and Bruce Parker-Forsyth with the remaining
of GBP160,000 of the total consideration of GBP300,000 to be
settled in cash in 2022.
Issue of Fee Shares
The Company will also issue 114,286 new Ordinary Shares of 1p
each for payment of professional services amounting to GBP4,000 at
the Placing Price (" Fee Shares ").
AIM Application and Total Voting Rights
The Placing Shares, Consideration Shares and Fee Shares
amounting in aggregate to 12,685,716 new ordinary shares of 1p each
("New Shares") will, when issued, be credited as fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends or other
distributions made, paid or declared in respect of such shares
after the date of issue. Application will made for the New Shares
to be admitted to trading on AIM which is expected to become
effected on or around 23 December 2021 ("Admission").
Following Admission, the enlarged issued share capital of the
Company will comprise 159,802,147 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.
Number of % of Number of Ordinary % of then
Ordinary issued Shares on admission issued
Shares currently share share capital
held capital
pre-Admission
David Ciclitira
* 36,684,874 25 36,684,874 22.96
------------------ --------------- --------------------- ---------------
Ranjit Murugason 1,320,317 0.9 1,320,317 0.83
------------------ --------------- --------------------- ---------------
Bryan Lawrie 90,384 0.1 90,384 0.06
------------------ --------------- --------------------- ---------------
Beaumont Cornish Limited ("Beaumont Cornish"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as Nominated Adviser ("Nomad") to the Company in connection
with the matters contained in this announcement, and will not be
acting for any other person or otherwise be responsible to any
person for providing the protections afforded to clients of
Beaumont Cornish or for advising any other person in respect of the
matters set out in this announcement or any transaction, matter or
arrangement referred to in this announcement. Beaumont Cornish's
responsibilities as the Company's Nomad are owed solely to London
Stock Exchange and are not owed to the Company or to any Director
or to any other person in respect of his or her decision to acquire
any shares in the Company.
Chairman David Ciclitira commented:
"We have been overwhelmed by the positive reception received for
KPOP.Flex and the tickets sold to date reflect that this is a
festival with plenty of demand. Our partners both in Germany and
Korea are delighted with the progress to date. We look forward to
updating investors further as more artists are revealed."
Patrik Meyer from Frankfurt Stadium commented:
"...KPOP.FLEX is a success- quite unbelievable numbers in the
middle of Corona. There are buyers of tickets from all over Europe
not just Germany."
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 9 in 2023.
It also has a minority investment in Start Art Global Ltd -
combining both physical art shows and a digital art
platform(www.start.art).
KPOP.FLEX see: https://kpopflex.com
Marwell Zoo see: https://www.marwell.org.uk
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