07:00 Mon 25 Nov 2019
Live Company Group - DEFERRED CONSIDERATION AND ISSUE OF FEE SHARES
("LVCG", the "Company" or the "Group")
FURTHER UPDATE ON BRIGHT BRICKS DEFERRED CONSIDERATION
AND ISSUE OF
As shareholders will be aware, on
The deferred element of the consideration (the "Deferred Consideration"), being
As set out in the Company's interim results, for the period ended
The Company is pleased to announce that it has reached agreement with the vendors to settle the Deferred Consideration, in full, through the issue of, in aggregate, 1,893,940 new Ordinary Shares ("Deferred Shares") (the "Agreement").
Under the terms of the Agreement:
· The number of Deferred Shares to be issued has been calculated based on the average closing price of a Share for the five business days prior to
· In order to satisfy the vendors' respective tax liabilities arising from the Acquisition, they are permitted to sell up to 50% of the Deferred Shares (the "Sale Shares") through the Company's broker,
· The Deferred Shares not sold by Shard pursuant to the above shall be retained by the vendors and are subject to orderly market provisions for the period up to the end of 2020, such that if they are to be disposed of they must be sold through the Company's broker (the "Orderly Market Provision").
The number of
The table below shows the number of Deferred Shares and
Vendor |
Deferred Consideration |
No. of Deferred Shares |
No. of |
No. of Shares currently held |
Resulting no. of Shares on Admission |
% of share capital on Admission |
|
Value |
% |
||||||
|
|
40.0% |
757,576 |
199,943 |
2,820,512 |
3,778,031 |
5.19% |
|
|
40.0% |
757,576 |
199,943 |
2,820,512 |
3,778,031 |
5.19% |
|
|
20.0% |
378,788 |
53,030 |
2,820,512 |
3,252,330 |
4.47% |
Total |
|
100.0% |
1,893,940 |
452,916 |
|
|
|
Related Party Transaction
As
As a result, the Agreement and the issue of the Fee Shares are classified as related party transactions under the AIM Rules and the Directors of the Company, other than
AIM Application, Total Voting Rights
The Deferred Shares and the Fee Shares will rank pari passu with the existing Ordinary Shares and application will be made for the 1,893,940 Deferred Shares and the 452,916
Following Admission, the Company's issued share capital will consist of 72,833,752 Ordinary Shares with voting rights. There are no Ordinary Shares held in treasury. The figure of 72,833,752 may be used by shareholders, following Admission, 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
Following Admission,
Enquiries:
David Ciclitira, Chairman,
Ruth Cunningham, Chief Operating Officer,
Stuart Faulkner / Richard Tulloch / James Dance
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
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
Website: www.livecompanygroup.com.
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