Update re the Riverfort Facility
29 November 2019
LIVE COMPANY GROUP PLC
("LVCG", the "Company" or the "Group")
Update re the Riverfort Facility
Live Company Group plc (AIM: LVCG) provides the following update in respect of the £1.0 million loan facility arranged by Riverfort Global Capital Limited (the "Facility").
On 17 October 2018, the Company announced it had entered into a loan agreement ("Loan Agreement") for the provision of a £1.0 million loan facility with YA II PN, Ltd (YA II) and Cuart Investments PCC Limited (now known as Riverfort Global Opportunities PCC Limited) (together the "Investors").
The Facility was drawn down in full during Q4 2018 to provide working capital to the Group and is repayable, plus interest, in accordance with a monthly schedule, with the final principal repayment of £350,000 being due on 5 December 2019 (the "Repayment Date"). As set out in the Company's annual report and accounts for the year end ended 30 December 2018, in May 2019, the Company agreed a revised repayment profile, and as at the date of this announcement, £704,250 of principal and interest remains outstanding ("Outstanding Balance").
The Company confirms that the Investors have agreed to extend the November payment due under the Facility to the Repayment Date and that the parties are in discussions to agree terms on an extension for the settlement of the Outstanding Balance to December 2020 (the "Proposed Extension").
In the event that terms are not agreed by the Repayment Date for the Proposed Extension, as detailed in the Company's announcement of 17 October 2018, the Company will elect to grant to the Investors the right to convert the Outstanding Balance into new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") ("Conversion Shares") ("Right to Convert").
In the event that a Right to Convert is granted to the Investors and they exercise such right in part or in full through the provision of a conversion notice to the Company ("Conversion Notice"), the Investors will be issued such number of Conversion Shares based on the amount to be converted pursuant to the Conversion Notice received by the Company at that time and on the conversion price, being the lower of:
· 82.6 pence per share (being equal to 130% of the average of the daily volume weighted average price ("VWAP") in respect of the Ordinary Shares for the 20 business days immediately preceding the advance of the Facility); and
· 90% of the lowest daily VWAP in respect of the Ordinary Shares during the 10 business days immediately preceding the date of the relevant Conversion Notice.
Under the terms of the Loan Agreement, in the event that any of the Outstanding Balance remains unpaid and has not been converted by the 4 May 2020 by the Investors, such outstanding amount must then be repaid in full and in cash by the Company at that time.
Further announcements will be made as appropriate.
Live Company Group Plc Tel: 020 7225 2000
David Ciclitira, Chairman
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
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.
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