TIDMLVCG
RNS Number : 3562H
Live Company Group PLC
03 December 2020
3 December 2020
LIVE COMPANY GROUP PLC
("LVCG", the "Company" or the "Group")
Introduction of New Sports and Entertainment Division,
Acquisitions and fundraise, issue of shares to advisor
Total Voting Rights
Live Company Group plc (AIM: LVCG) (the "Company") announces the
establishment of a new sports and entertainment division: Live
Company Sports and Entertainment Pty Limited ("LCSE") to be formed
by series of acquisitions and associated fund raise ("New
Division") ("Transaction").
Highlights
-- New Division will focus on live sports, entertainment and music events
-- Several existing contracts for events will be novated to
LCSE's South African subsidiary from Worldsport South Africa Pty
Limited ("WSSA")
-- Major new projects and concepts introduced such as K Pop Festival (Korean Pop) in Europe
-- The right to sell sponsorship and the management for the
upcoming Formula E race in Cape Town planned for December 2021
(right to sell sponsorship comes through the acquisition of E
Movements Holdings Ltd ("E-Movement")
-- Aggregate consideration under the acquisition agreement for
LCSE (including novated contracts from WSSA and introduction of the
new projects and concepts) of GBP1,150,000 to be satisfied by the
issue of new ordinary shares of 1p each in the Company ("new
Ordinary Shares") (the issue of some of which will be deferred) and
subject to lock-ins until December 2022
-- Aggregate cash consideration for the acquisition of
E-Movement which owns the right to sell sponsorship and operational
management of Formula E Cape Town and e- FEST globally of
GBP300,000 (payment by instalments commencing end 2020)
-- Placing of new Ordinary Shares to raise gross proceeds of
GBP0.6 million for the development of the New Division, purchase of
E-Movement and working capital for New Division and existing
business
David Ciclitira, Chairman of LVCG said : "I am very excited at
the chance of adding significant revenues to the Group from our New
Division, which will be achieved with minimal addition to our
central overheads. Discussions with our global partners with
regards to the expansion of this New Division have been very
positive and we look forward to providing further information in
due course. The forthcoming introduction of a global COVID19
vaccine programme will hopefully add opportunities for the second
half of 2021 and beyond. Our experience in this new field, together
with the ability to use our Cape Town based team working with our
global partners offers significant economies of scale. I look
forward to updating Shareholders on our developments in due
course.
Strategy for the New Division
The New Division namely, Live Company Sports and Entertainment
will focus on the fee-based promotion and organisation of global
sports and entertainment events including motorsport, sailing,
cycling, golf, music and lifestyle events. The first of these, the
largest participant based cycle race in the world, the Pick n Pay
cycle tour, is planned to take place in Cape Town in March 2021.
The strategy of the division will be to develop new global concepts
for international events in addition to expanding the existing
South African based events. WSSA itself will cease trading at the
end of Q1 2021 following the novation. Its key management will
transfer to LSCE Pty which is a wholly owned subsidiary of LCSE
ltd.
Existing contracts to be novated and major new projects and
concepts introduced by the Acquisitions
LCSE
LCSE together with Explorado Group GmbH, the parent company of
the Group's existing partner in Germany for BRICKLIVE have formed a
joint venture, K-POP Europa Ltd ("KPE"). KPE is in the final stages
of agreement to stage a K-Pop concert in Germany in partnership
with a Korean broadcaster and a local German Stadium who are
underwriting the costs. KPE will be paid fees and commission on
monies raised. K-Pop is a very successful Korean-focussed form of
popular music. The most successful band is called BTS whose
management team recently floated on the Seoul stock exchange
raising USD 0.8 billion.
In addition LCSE will be launching 'Best of' a lifestyle event
concept showcasing the best of wine, food and art with planned
global roll out in 2021 and 2022 potentially to include cities such
as Milan, Seoul and Singapore. The first event 'Best of Art Food
and Wine Cape Town' will take place in May 2021 London and November
2021 in Cape Town, South Africa.
WSSA
The following contracts ("Novated Contracts") for events due to
take place in 2021 and 2022 have been novated to Live Company
Sports and Entertainment Pty Ltd, a 100% owned subsidiary of LCSE,
from WSSA: Pick n Pay Cycle Tour South Africa, the rights to manage
the Ocean Race stop-over in Cape Town and a contract with Pick n
Pay (a major South African supermarket chain) to manage various
events in South Africa. These are fee based events whereby the
Company receives a fee to manage the event and is not dependant on
selling sponsorship or tickets. Further details of the Novated
Contracts are set out in the attached Schedule.
E-Movement
Other concepts such as e-FEST (a sustainability festival around
the Formula E race that includes an electric motorshow and a
climate change conference) are also in the final stages of
development and will be introduced as part of the transaction
too.
Summary of the Acquisitions
The Company is entering into three acquistions as set in the
Schedule below and details of the consideration for which is
summarised as follows:
LCSE
Consideration for the acquisition is GBP650,000 to be satisfied
by the issue of 6,500,000 new Ordinary Shares in the Company at an
issue price of 10p per share to David Ciclitira for the
introduction, negotiation, development and launch of the new
projects and concepts as per the following payment schedule:
1. 4,500,000 shares upon completion ("LCSE Acquisition Shares")
2. 2,000,000 shares with an issue date deferred until such time
as no Rule 9 obligation triggered (as described below)
The shares will be subject to a lock-in agreement until December
2022 restricting the ability of the shareholder to dispose of their
interest prior to this date .
Consideration for the acquisition of the Novated Contracts is
GBP350,000 to be satisfied by the issuance of 3,500,000 new
Ordinary Shares at an issue price of 10p per share to Bruce Parker-
Forsyth (a director of WSSA) "the vendor". Additionally,
consideration of GBP150,000 is to be satisfied issuance of
1,500,000 new Ordinary Shares to Anders Gronburg a creditor of WSSA
at a price of 10 pence per share as per the following payment
schedule:
1. 1,500,000 shares to Bruce Parker-Forsyth upon completion ("Acquisition Shares")
2. 2,000,000 shares to Bruce Parker-Forsyth subject to
performance conditions, deferred until such time as no Rule 9
obligation is triggered (target no later than 31(st) December
2022)
3. 1,500,000 shares with an issue date deferred until such time
as no Rule 9 obligation is triggered (target no later than 31(st)
December 2022)
The shares will be subject to a lock-in agreement until December
2022 restricting the ability of the shareholder to dispose of their
interest prior to this date .
E-Movement
Consideration of GBP300,000 is to be satisfied in cash (
GBP50,000 of which falls due in December 2020, the rest throughout
2021) for the share capital of E-Movement.
The Placing
To provide funding for the development of the New Division,
purchase of E-Movement and working capital for New Division and
existing business , the Company has raised GBP0.6 million (before
expenses) by way of a placing of 12,000,000 new Ordinary Shares
("Placing Shares") through Monecor (London) Limited trading as ETX
Capital ("Monecor") and SP Angel LLP ("SP Angel") at a placing
price of 5p per share (the "Placing Price") (the "Placing").
The Company has entered into two separate placing agreements
dated 2 December 2020 (the "Placing Agreements") with Monecor and
SP Angel, pursuant to which they, as agents for the Company, have
procured placees for the Placing Shares at the Placing Price.
The obligations of Monecor and SP Angel under the Placing
Agreement are conditional, inter alia, upon admission of the
Placing Shares having occurred by 8.00 a.m. on 9 December 2020 (or
such later time and/or date as may be agreed, being no later than
8.00 a.m. on 22 January 2021), and there being no material breach
of the warranties given to prior to admission of the Placing
Shares.
Monecor or SP Angel 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 or SP Angel 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 Conversion
will not take place.
Warrants
The Company will issue participants in the Placing, one warrant
for every Placing Share (the "Warrants"). As a result, 12,000,000
Warrants will be issued to placees pursuant to the Placing and
subject to approval of the necessary authorities at the Company
General Meeting ("GM") which will be scheduled for January 2021
(details of which are to be announced).
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 10 p for a two year period from the date of the GM,
subject to any extension in accordance with the Warrant instrument.
If exercised in full, the Warrants would result in the issue of a
further 12,000,000 new Ordinary Shares.
The Company is also considering making proposals to
warrantholders from the June 2020 placing as announced on 26(th)
June 2020 to place these on similar terms (including a revised
exercise price of 10p) and will provide further details in due
course, noting that upon exercise these warrants would generate
further capital for the Company.
Related Party Transaction
As Mr Ciclitira is a Director of the Company and a substantial
shareholder (with his wife holding 33.12% of the current issued
share capital), as defined under the AIM Rules for Companies (the
"AIM Rules"), he is a Related Party of the Company as defined under
the AIM Rules.
Under the LSCE acquisition agreement, David Ciclitira will be
receiving consideration of GBP650,000 in new Ordinary Shares
together with GBP100,000 in cash on a stage payment basis and
participation in an earn-out for the acquisition of E-Movement.
Accordingly, this is classified as a Related Party Transaction
pursuant to Rule 13 of the AIM Rules and the Directors of the
Company, other than Mr Ciclitira and his wife, Mrs Serenella
Ciclitira ("Independent Directors"), consider, having consulted
with the Company's Nominated Adviser, Beaumont Cornish Limited,
that the terms of the Transaction are fair and reasonable insofar
as the Company's Shareholders are concerned.
In forming their view, the Independent Directors have taken into
account an independent valuation of the contracts and projects and
concepts being acquired by the Company which has indicated a value
range in excess of ther consideration being paid. They have also
taken into account the desirability of adding a further revenue
stream to the Company's existing business and the synergies between
this and the existing global contacts and cross-sell opportunities
which the Group has through David Ciclitira.
The Directors also considered that :
-- the planned LCSE strategy either to own its projects outright
or to have a long licence fits in with the global strategy of
LVCG
-- all of the existing or planned projects are fee or commission
based. Apart from the hiring of two middle management, the new
division will use the existing LVCG central staff.
In considering these facts and after careful deliberation the
Independent Directors concluded that the introduction of the New
Division is beneficial to the Company and that the consideration
being lower than the independent valuation range offers value to
Shareholders.
Rule 9 and Concert Party
David Ciclitira (together with his wife), Bruce Parker-Forsyth
and Anders Gronburg are considered as being in concert pursuant to
Rule 9 of the Takeover Code as a result of the Transaction. The
following table details the shareholding of the concert party
before and post Admission.
Number of % of issued Number of Number of % of then
Ordinary Shares share capital new Ordinary Ordinary issued
currently pre-Admission Shares to Shares on share
held be issued admission capital
on admission
David Ciclitira 29,586,436 33.12 4,500,000 34,086,436 31.52
----------------- --------------- -------------- ----------- ----------
Bruce Parker
-Forsyth 0 0 1,500,000 1,500,000 1.39
----------------- --------------- -------------- ----------- ----------
Anders Gronburg* 0 0 0 0 0
----------------- --------------- -------------- ----------- ----------
*deferred consideration as detailed above
Issue of Fee Shares
The Company will also issue 810,000 new Ordinary Shares for
payment of professional services during 2020 amounting to GBP40,500
at the Placing Price ("Fee Shares") and with the associated 1 for 1
warrants on the same terms as the Warrants.
AIM Application and Total Voting Rights
The Placing Shares, LSCE Acquisition Shares, Acquisition Shares
and Fee Shares (collectively "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 of the Placing
Shares and Conversion Shares.
The New Shares are being issued under the Company's existing
share authorities.
Application will be made for the admission to trading on AIM of
the 18,810,000 New Shares. Dealings are expected to commence on 9
December in respect of the New Shares ("Admission").
Following Admission, the enlarged issued share capital of the
Company will comprise 108,138,544 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.
A full presentation will be available on
www.livecompanygroup.com
Enquiries:
Live Company Group Plc Tel: 020 7225 2000
Sarah Ullman , Chief Operating Officer
Beaumont Cornish Limited (Nominated Adviser) Tel: 020 7628 3396
Roland Cornish/Rosalind Hill Abrahams
Shard Capital Partners LLP (Broker) Tel: 020 7186 9952
Damon Heath
SP Angel Corporate Finance LLP (Placing Agent) Tel: 020 3470 0470
Stuart Gledhill / Adam Cowl
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014.
LIVE COMPANY GROUP
Live Company Group plc ("LVCG", the "Company" or the "Group") is
a live events and entertainment Company, founded by David Ciclitira
in December 2017. The Company was admitted to trading on AIM in
December 2017, following the reverse acquisition of Brick Live
Group and Parallel Live Group by LVCG.
The Group is a network of partner-driven fan-based 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.
BRICKLIVE, which is a leading children's education and
entertainment brand, actively encourages all to learn, build and
play, and provides inspirational events and shows where like-minded
fans can push the boundaries of their creativity. Bright Bricks is
the Group's production centre for building brick based models. The
Group is an independent producer of BRICKLIVE and is not associated
with the LEGO Group.
Website: www.livecompanygroup.com .
Schedule
Acquisition Assets Shares/ Consideration Price Partner/
Cash per Vendor
share
LCSE 50% share in K -Pop Shares GBP650,000/ 6,500,000 10p David Ciclitira
Europa Ltd new 100%
Intellectual Property Ordinary Shares
and Moral rights 1. 4,500,000 shares upon
to: completion
a) Best of Cape Town 3. 2,000,000 shares
b) Best of ...concept deferred
globally until such time as no
c) Global cycling rule
event 9 obligation triggered
d) Additional global 4. Lock in until
projects December
2022
------------------------------ -------- ------------------------------ ------- ---------------------
E-Movement Share Capital of Cash GBP300,000 and earn out David Ciclitira
E- Movement Holdings of 33.33%
Ltd 50% of net profit for Ian Banner
five 33.33%
1) The Intellectual years capped at Bruce Parker
Property and Moral GBP450,000 Forsyth
rights to e-FEST, in any one year 33.33%
that it is envisaged 1. GBP50,000 to Bruce
will take place in Parker-Forsyth
Cape Town and in on or before 31(st)
other cities around December
the World to complement 2020;
the Formula E ePrix 2. GBP25,000 to Iain
races in those cities, Banner
and which will on or before 31(st)
incorporate March
a curated mix of 2021;
content and events 3. GBP25,000 to Iain
showcasing e-mobility; Banner
2) The sole and on or before 30(th)
exclusive April
rights, pursuant 2021;
to a Representation 4. GBP50,000 to David
Agreement with Ciclitira
E-Movement on or before 30(th) June
(Pty) Ltd., to solicit 2021;
and secure sponsors 5. GBP50,000 to Bruce
for the proposed Parker-Forsyth
Cape Town ePrix. on or before 20(th)
December
2021;
6. GBP50,000 to Iain
Banner
on or before 20(th)
December
2021;
7. GBP50,000 to David
Ciclitira
on or before 20(th)
December
2021;
Profit-related
consideration
paid by either:
1. Issue of new Ordinary
Shares
(issue deferred as
required
for Rule 9 purposes);or
2. Cash in two equal
instalments
in January and July of
the
following year
------------------------------ -------- ------------------------------ ------- ---------------------
WSSA Novated contracts Shares GBP500,000/ 5,000,000 10p Bruce Parker-Forsyth
to the following Satisfied by the issue Anders
events: of: Gronburg
1. The Ocean Race 1. 3,500,000 new
1973 S.L - Host venue Ordinary
Agreement (as amended), Shares
pursuant to which to Bruce Parker-Forsyth
TOR appoints WSSA (a
as its delivery partner director and principal
to host the 14th shareholder
Edition of The Ocean of WSSA)
Race (in 2022/2023) 2. 1,500,000 new
in Cape Town. Ordinary
2. Pick n Pay Retailers Shares Anders Gronburg
(Proprietary) Ltd in
- Event management satisfaction of an
Agreement appointing outstanding
WSSA as PnP's liability due from WSSA.
sponsorship
agency and event
management agency
for the Cape Town
Cycle Tour, the PnP Schedule of payment
Wine and Food Festivals, 1. 1,500,000 shares
and the Kirstenbosch shall
Carols by Candlelight. be issued and allotted
3. Pick n Pay Retailers to
(Proprietary) Ltd Bruce Parker-Forsyth
- Cape Town Cycle upon
Tour Agency Agreement, completion, the 'WSSA
appointing WSSA in Novation
relation to the Shares', and;
acquisition 2. 2,000,000 shares
and management of shall
PnP's sponsorship be issued and allotted
rights for the Cape to
Town Cycle Tour Bruce Parker-Forsyth on
4. E-Movement (Pty) or
Ltd - Delivery before 31(st) December
Agreement, 2022,
appointing WSSA be dependant on meeting
project management certain
and delivery agency performance criteria,
for the proposed the
Cape Town ePrix. 'WSSA Performance
Contract is being Shares';
novated to E-Movement and;
Holdings Ltd, a 100% 3. 1,500,000 shares
subsidiary of LCSE. shall
be issued and allotted
to
Anders Gronburg no later
than
31(st) December 2022,.
------------------------------ -------- ------------------------------ ------- ---------------------
Note: None of the companies set out above have yet produced any
financial statements or reported any results and the assets values
are therefore considered by the Company to the be equal to the
consideration payable.
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END
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(END) Dow Jones Newswires
December 03, 2020 02:00 ET (07:00 GMT)
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