Live Company Group - New Division, Acquisitions, Fund Raise and TVR
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").
· 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
· The right to sell sponsorship and the management for the upcoming Formula E race in
· Aggregate consideration under the acquisition agreement for LCSE (including novated contracts from WSSA and introduction of the new projects and concepts) of
· Aggregate cash consideration for the acquisition of E-Movement which owns the right to sell sponsorship and operational management of
· Placing of new Ordinary Shares to raise gross proceeds of
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
Existing contracts to be novated and major new projects and concepts introduced by the Acquisitions
LCSE together with Explorado Group GmbH, the parent company of the Group's existing partner in
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
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
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:
Consideration for the acquisition is
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
Consideration for the acquisition of the Novated Contracts is
1. 1,500,000 shares to
2. 2,000,000 shares to
3. 1,500,000 shares with an issue date deferred until such time as no Rule 9 obligation is triggered (target no later than 31st
The shares will be subject to a lock-in agreement until
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
The Company has entered into two separate placing agreements dated
The obligations of Monecor and SP Angel under the Placing Agreement are conditional, inter alia, upon admission of the Placing Shares having occurred by
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.
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
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
Related Party Transaction
Under the LSCE acquisition agreement,
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
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
Number of Ordinary Shares currently held
% of issued share capital pre-Admission
Number of new Ordinary Shares to be issued on admission
Number of Ordinary Shares on admission
% of then issued share capital
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*deferred consideration as detailed above
The Company will also issue 810,000 new Ordinary Shares for payment of professional services during 2020 amounting to
AIM Application and Total Voting Rights
The Placing Shares, LSCE Acquisition Shares, Acquisition Shares and
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
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
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
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.
Price per share
50% share in K -Pop Europa Ltd
Intellectual Property and Moral rights to:
a) Best of
b) Best of …concept globally
c) Global cycling event
d) Additional global projects
1. 4,500,000 shares upon completion
3. 2,000,000 shares deferred until such time as no rule 9 obligation triggered
4. Lock in until
Share Capital of E- Movement Holdings Ltd
1) The Intellectual Property and Moral rights to e-FEST, that it is envisaged will take place in
2) The sole and exclusive rights, pursuant to a Representation Agreement with E-Movement (Pty) Ltd., to solicit and secure sponsors for the proposed
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
David Ciclitira 33.33%
Bruce Parker Forsyth
Novated contracts to the following events:
1. The Ocean Race 1973 S.L - Host venue Agreement (as amended), pursuant to which TOR appoints WSSA as its delivery partner to host the 14th Edition of The Ocean Race (in 2022/2023) in
2. Pick n Pay Retailers (Proprietary) Ltd - Event management Agreement appointing WSSA as PnP's sponsorship agency and event management agency for the
3. Pick n Pay Retailers (Proprietary) Ltd -
4. E-Movement (Pty) Ltd - Delivery Agreement, appointing WSSA be project management and delivery agency for the proposed
Satisfied by the issue of:
1. 3,500,000 new Ordinary Shares
to Bruce Parker-Forsyth (a director and principal shareholder of WSSA)
2. 1,500,000 new Ordinary Shares Anders Gronburg in satisfaction of an outstanding liability due from WSSA.
Schedule of payment
1. 1,500,000 shares shall be issued and allotted to Bruce Parker-Forsyth upon completion, the 'WSSA Novation Shares', and;
2. 2,000,000 shares shall be issued and allotted to Bruce Parker-Forsyth on or before 31st
3. 1,500,000 shares shall be issued and allotted to Anders Gronburg no later than 31st 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.
Quick facts: Live Company Group PLC
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