TIDMLVCG
RNS Number : 9028W
Live Company Group PLC
16 December 2019
16 December 2019
LIVE COMPANY GROUP PLC
("LVCG", the "Company" or the "Group")
UPDATE REGARDING BRICKLIVE THEMED TOURS AND FINANCING
Live Company Group plc (AIM: LVCG) is pleased to provide the
following update regarding its business and financing.
Introduction
Since the acquisition of Bright Bricks in 2018, the Board
believes that the Group has made significant commercial and
operational progress and now has 16 BRICKLIVE themed tours in
circulation. In addition, the Group has secured international
contracts with global partners, including IP partners such as
Nickelodeon, part of Viacom International, and Penguin Books
Limited.
Given the demand for BRICKLIVE's events and tours, the Group
intends to accelerate its build programme for 2020, with the aim to
build up to 14 BRICKLIVE themed tours, with a number of new tours
including the global roll out of the Nickelodeon themed BRICKLIVE
tours (excluding the United States of America and Puerto Rico), the
BRICKLIVE Zoo and BRICKLIVE touring programmes. The Group is also
in discussions with other IP partners to create new themed touring
shows and looks forward to keeping shareholders updated in this
regard.
In order to ensure that the Group has the appropriate financial
resources in place to fund its build programme to meet demand, the
Company has agreed with YA II PN, Ltd. ("YA II") and RiverFort
Global Opportunities PCC Limited (formerly Cuart Investments PCC
Limited) (together the "Investors") to extend the maturity date of
the existing loan facility, of which approximately GBP0.7 million
remains outstanding, (the "Existing Facility") from December 2019
to December 2020. In addition, the Company has also entered into a
further loan facility with the Investors for up to GBP1.0 million
(the "New Facility"), and the Company has drawn down GBP0.3 million
(before costs). The New Facility enables the Company to place
orders, before the end of the year, with specialist steel and brick
suppliers which have an 8-16 weeks lead time, to enable the Group
to build up to 14 new themed tours in 2020.
In addition to the New Facility, the Company has entered into a
subscription agreement with the Investors (the "Subscription
Agreement"), whereby the Investors have agreed to make an equity
investment of GBP2.0 million, before expenses (the "Subscription
Amount"),through the subscription for, and issue to them of
6,666,667 new ordinary shares of 1 pence each in the capital of the
Company ("Ordinary Shares") (the "Subscription Shares") at a price
of 30p per share (the "Subscription Price") (the "Subscription").
Under an equity sharing agreement also entered into by the Company
with the Investors (the "ESA"), an amount equal to the gross
proceeds of the Subscription following its completion, will then be
returned by the Company to the Investors (the "ESA Payment"), with
the Company to receive back the ESA Payment, subject to certain
pricing adjustments (as detailed below), on a pro rata monthly
basis over the next 12 months pursuant to the ESA.
The Company is also pleased to confirm it has engaged finnCap
Group plc to advise the Group on securing debt funding to support
the Group's growth plans and the Group confirms that it has already
engaged a number of financial institutions to assess their appetite
to provide debt financing. Further announcements will be made as
appropriate.
Further details on BRICKLIVE's themed tours, the extension to
the Existing Facility, the New Facility and the Subscription and
ESA are set out below.
David Ciclitira, Chairman LVCG commented: "I'm delighted to
report that we have agreed a new funding facility with the
Investors which will assist the business to fast track its growth
programme of new tours in 2020 and beyond.
The BRICKLIVE Zoo and BRICKLIVE touring divisions continue to
perform strongly, and to meet the demand the Group will need to
build new touring shows. The New Facility will enable the Group to
draw down GBP0.3 million in December 2019, with the option to
drawdown up to a further GBP0.7 million in 2020. The initial GBP0.3
million, will be used to place orders for long lead time items such
as the specialist brick and steel suppliers before Christmas 2019,
to allow for launch dates at the end of Q1 and Q2 2020.
The Subscription and ESA, will provide the Company with funding
to settle the Existing Facility and New Facility and will also
enable the Company to benefit from any uplift in the Company's
share price. Under the terms of the ESA, the Investors are not able
to short the Company's shares and I will personally be subject to a
lock-in agreement until the Existing and New Facilities are
repaid.
The Company continues to review alternative debt facility
options and we are in active discussions with finnCap.
I believe the real growth story of the Company Group will be
realised in 2020 and 2021, when we begin the international rollout
of our Nickelodeon themed BRICKLIVE tours in Q1 2020, develop new
tours for the BRICKLIVE Zoo and BRICKLIVE touring divisions, and
secure contracts with international partners, including new IP
partners. Accordingly, I anticipate 2020 will be a strong year for
the Group."
Finally, the Company will be hosting a Shareholder event on
Friday 17th January 2020 at 9.30 a.m. at Wembley Stadium, Wembley
Park, London. Shareholders and non-shareholders wishing to attend
the event should register their interest by email
(info@livecompanygroup.com). In order to be able to attend the
event, you will need to have registered in advance with the Company
and present photo ID.
BRICKLIVE Themed Tours
The Group is seeking to build up to 14 new themed tours in 2020,
bringing the Group's total number of tours to 30 by the end of
2020. The New Facility will enable the Company to create new
touring shows across the following divisions:
1. BRICKLIVE IP Programme: On 22 November 2019, the Company
announced it had secured an international partnership with Viacom
International Media Networks, owner of the Nickelodeon brand, to
exhibit Nickelodeon and Nick Jr. themed BRICKLIVE tours globally
(excluding United States of America, and Puerto Rico) up to 31
December 2024.
The Group will begin the rollout of the Nickelodeon BRICKLIVE
themed tours internationally and the Group is in discussions with
international partners regarding the launch of the first
Nickelodeon BRICKLIVE tour in 2020.
In addition, the Company is in discussions with other IP
partners to produce BRICKLIVE themed tours and further
announcements will be made as appropriate. Funding from the New
Facility will assist with the creation of new tours.
2. BRICKLIVE Zoo programme: The BRICKLIVE Zoo programme
continues to perform very strongly and the Group has announced
contracts with zoos in North America and Europe in 2019 and 2020.
The pipeline of enquires continues to grow and with our existing
tours already leased in 2020 and 2021, the Group plans to create
new tours in 2020 to meet this growing demand.
3. BRICKLIVE Touring Shows: Since the acquisition of Bright
Bricks in October 2018, BRICKLIVE has exhibited tours in Business
Improvement Districts ("BID") areas (including shopping and town
centres in BIDs) across the UK. The Group has identified this as a
key opportunity area, specialising in delivering experience-based
events that attract footfall and create destination areas in BID
areas.
Financing update
Existing and New Facilities
Further to the Company's announcements of 17 October 2018, 29
November 2019 and 5 December 2019, the Company is pleased to
announce that it has agreed with the Investors to extend the
maturity date of the Existing Facility from December 2019 to
December 2020 (the "Extension"). As at the date of this
announcement, approximately GBP0.7 million remains outstanding
under the Existing Facility (the "Balance"). Pursuant to the
Extension, the Balance will incur interest at 9% per annum on the
full Balance, and the Balance and interest will be repayable in
nine equal monthly instalments, with the first payment being in
April 2020 and with the final payment being due in December 2020.
In the event the Existing Facility is repaid within three months of
the date of this announcement, the Company shall benefit from a
reduction in the interest. As detailed in the announcements of 17
October 2018 and 29 November 2019, the Existing Facility can be
converted into new Ordinary Shares in certain circumstances.
The Company and Investors have also entered into the New
Facility for up GBP1.0 million. The Company has drawn down GBP0.3
million of the New Facility (the "Drawdown") to enable the Group to
accelerate its build programme and to place orders with steel and
specialist brick suppliers, which have a typical lead in time of
8-16 weeks. The Company has the option to draw down a further
GBP0.7 million subject to the Investors' approval in 2020, should
this be required by the Group.
Amounts drawn down under the New Facility will incur an interest
charge of 9% and an implementation fee of 7% and the Drawdown of
GBP0.3 million, along with applicable interest and fees, will be
repayable in nine equal monthly instalments, with the first payment
being in April 2020 and with the final payment being due in
December 2020. The New Facility does not have any conversion rights
into Ordinary Shares.
The Existing Facility and New Facility are to be secured over
the assets of the Group. The Investors agree that the security
created shall be subordinated to any security granted by a bank or
financial institution to the Company after the date of this
announcement. The Company's subsidiary, Brick Live International
Limited, has agreed to guarantee the Company's obligations under
the Existing Facility and the New Facility.
Pursuant to the Extension, the 356,923 existing and unexercised
warrants issued in connection with the Existing Facility, have been
repriced, such that their exercise price is now 38.79p and the
exercise period has been extended to be four years from the date of
issue.
In connection with the Drawdown, the Investors will be issued
with 232,018 new warrants, with each warrant having the right to
acquire one new Ordinary Share. If further funds are drawn down
under the New Facility, the number of warrants to be issued will be
in proportion to the amount drawn down. The new warrants issued in
connection with the New Facility have an exercise price of 38.79p
and will be exercisable for a period of four years from the date of
issue.
Subscription and ESA
The Company and Investors have entered into a subscription
agreement (the "Subscription Agreement"), whereby the Investors
have agreed to make a GBP2.0 million (before expenses) equity
investment by subscribing for, and being allotted and issued,
6,666,667 Subscription Shares at a price of 30p per share. The
Subscription is condition, inter alia, on admission of the
Subscription Shares to trading on AIM ("Admission"). The
Subscription Shares will represent 8.39% of the Company's enlarged
issued share capital on Admission.
In addition to the Subscription, the Company and Investors have
entered into the ESA, pursuant to which the Subscription Amount
will be returned by the Company to the Investors (the "ESA
Payment"). Pursuant to the ESA, the Company will then receive back
the ESA Payment, subject to a pricing adjustment and deduction of a
5% commission, on a pro rata monthly basis over the next 12 months,
with the first payment being received in January 2020. The exact
monthly proceeds received by the Company are subject to adjustment,
upwards or downwards, depending on the Company's share price at the
time of such instalment payment, as explained in more detail
below.
The key elements of the Subscription and ESA are as follows:
-- The Investors receive their subscription monies back from the
Company then repay that GBP2.0 million to the Company in 12 monthly
instalments, subject to adjustment based on the Company's share
price, commission and other fees.
-- The structure is designed to remove any incentive on the
Investors to lower the price per Ordinary Share. Essentially, the
Investors are "long" of the Company's Ordinary Shares and will sell
them in order to return the proceeds to the Company, while, subject
to the benchmark price being above the Subscription Price, making a
return.
-- It fixes the number of Ordinary Shares being issued, thereby
providing certainty as to the number of Ordinary Shares to be
issued and the dilutive impact of the overall financing
structure.
-- The structure is designed such that the Company and Investors
benefit from an increasing share price.
-- There are selling restrictions and volume limits on any share
sales by the Investors and they are contractually precluded from
short selling the Company's Ordinary Shares.
The ESA provides the opportunity for the Company and Investors
to benefit from a positive future share performance. However,
should the Company's share price not perform positively, then the
Company will receive less than the amount it has returned to the
Investors (subject to pricing adjustment) and, if its share price
falls substantially, the Company may not receive any further monies
under the ESA. In no event will fluctuations in the Company's share
price result in any increase in the number of Subscription Shares
issued by the Company or received by the Investors.
Under the terms of the ESA, the Company will set off any amounts
owed by the relevant Investor to the Company towards repayment of
any amount of principal, or interest or other amount owed by the
Company to the Investor pursuant to the Existing Facility and New
Facility.
The ESA provides for a monthly payment over the next 12 months,
made by the Investors to the Company, being the Subscription Amount
divided by 12 (the "Monthly Settlement"). The Monthly Settlement
may be adjusted downwards each month depending on the Company's
share price performance with reference to the average of the ten
lowest daily volume weighed average price ("VWAP") of the Ordinary
Shares during the relevant month (the "Market Price") against a
benchmark price of 34.2 pence (the "Benchmark Price"), being equal
to 114% of the Subscription Price. The Monthly Settlement will
principally be used to repay the monies due under the Existing and
New Facilities.
The Monthly Settlement is then calculated as follows:
-- If the Market Price is equal to the Benchmark Price, the
Investors shall pay the Company the Monthly Settlements
-- If the Market Price is above the Benchmark Price, the
Investor shall pay the Company an increased amount based on the
following calculation:
- Monthly Settlement + (555,556 Ordinary Shares x (Market Price
- Benchmark Price) x Applicable Percentage))
The "Applicable Percentage" is 60% whilst the Company has only
drawn down GBP300,000 under the New Facility, In the event further
funds are drawn down under the New Facility, the Applicable
Percentage will be 50%.
-- If the Market Price is below the Benchmark Price, the
Investor will pay the Company a reduced amount based on the
following calculation:
- Monthly Settlement - (555,556 Ordinary Shares x (Benchmark
Price - Market Price))
The final Monthly Settlement will be calculated based on 555,551
Ordinary Shares.
Under the terms of the ESA, the Investors will not sell more
than 20% of the volume traded in the Company Shares in any
particular month, however this may increase to 25% of the volume
traded if trading liquidity is low and it does not allow for full
monthly exit.
In addition, the Group may, at its sole discretion, elect to
either buy back and/or procure the sale of the Subscription Shares
held by the Investors at any given time, subject to certain
pricing/discount limitations.
As part of the overall financing package, David Ciclitira and
those persons connected with him; have agreed with the Investors
that they will not to deal in their Ordinary Shares, totalling
27,397,373, until such time as the Existing Facility and the New
Facility are repaid in full, subject to certain exceptions.
AIM Application, Total Voting Rights
Application will be made for the Admission of the 6,666,667
Subscription Shares, with dealings expected to commence at 8.00
a.m. on 20 December 2019.
Following Admission, the enlarged share capital of the Company
("ESC") will comprise 79,500,419 Ordinary Shares with voting
rights. There are no Ordinary Shares held in treasury. Following
Admission, the above figure may be used by LVCG shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.
Following Admission, David Ciclitira and his concert party, will
continue to be interested in 27,397,373 Ordinary Shares,
representing 34.46% of the Company's then ESC. Simon Horgan, Ed
Diment and Duncan Titmarsh will each continue to be interested in
3,152,330, 3,778,031 and 3,778,031 Ordinary Shares respectively,
represent 3.97%, 4.75% and 4.75% of the Company's then ESC
respectively.
Enquiries
Live Company Group Plc Tel: 020 7225 2000
David Ciclitira, Chairman Live Company Group
Ruth Cunningham, Chief Operating Officer
Strand Hanson Limited (Nominated Adviser) Tel: 020 7409 3494
Stuart Faulkner / Richard Tulloch / Georgia Langoulant
Shard Capital Partners LLP (Broker) Tel: 020 7186 9952
Damon Heath
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 fast becoming 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCCKPDQDBDDFBD
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December 16, 2019 02:00 ET (07:00 GMT)
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