LVCG Live Company Group Plc

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. 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:

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.