AIM Schedule 1 - Parallel Media Group Plc (8355X)
29 November 2017 - 8:21PM
UK Regulatory
TIDMPAA
RNS Number : 8355X
AIM
29 November 2017
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT
PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2
OF THE AIM RULES FOR COMPANIES ("AIM RULES")
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COMPANY NAME:
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Parallel Media Group plc (to be renamed Live
Company Group plc on Admission)
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT,
COMPANY TRADING ADDRESS (INCLUDING POSTCODES)
:
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Registered Office:
3 Park Court,
Pyrford Road,
West Byfleet,
Surrey KT14 6SD
From Admission, the Company's trading address
will be:
44 York Mansions
Prince of Wales Drive
London SW11 4BP
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COUNTRY OF INCORPORATION:
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England and Wales
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION
REQUIRED BY AIM RULE 26:
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www.paralelmediagroup.com (before Admission)
www.livecompanygroup.com (following Admission)
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF
OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY,
DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION
IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER
UNDER RULE 14, THIS SHOULD BE STATED:
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Admission is sought as a result of a reverse
take-over in accordance with AIM Rule 14.
Parallel Media Group plc (the "Company") is
a sports and live events agency which has been
admitted to trading on AIM since August 2001.
The Company is proposing to acquire Brick Live
Group Limited ("BLG") and Parallel Live Group
Limited ("PLG"), for a total consideration of
GBP6.0m, and will also acquire the balance of
Brick Live Far East Limited ("BLFE") not currently
owned by BLG for a consideration of GBP2.95m,
in each instance to be satisfied through the
issue of new ordinary shares, calculated at
30p per share. The Company will also enter into
arrangements to restructure its existing outstanding
loans and corporate structure.
Brick Live Group is an early stage business
involved in fan based live events, under the
BRICKLIVE concept, whose principal source of
revenue is licensing fee income. Brick Live
Group currently works with 9 licensee partners
in different geographic regions around the world.
Licensee partners are granted a licence to organise
and stage BRICKLIVE events, providing further
income streams from revenue sharing arrangements
with the licensee partner and merchandising
income. Brick Live Group supports and provides
content, but does not, in the main, promote
BRICKLIVE events on a regular basis. BRICKLIVE
will have staged 17 shows in 2017 in UK, Belgium,
Italy, Korea, Japan, Switzerland and Brazil.
The number of shows is forecast to expand to
30 in 2018.
Parallel Live has a licence with LEGO Systems
Inc to stage LEGO LIVE Shows in the United States,
the first of which is due to take place in New
York in the first quarter of 2018. Parallel
Live will act as promoter of the event.
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DETAILS OF SECURITIES TO BE ADMITTED INCLUDING
ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES
(i.e. where known, number and type of shares,
nominal value and issue price to which it seeks
admission and the number and type to be held
as treasury shares):
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Share capital immediately prior to Admission:
3,009,223 ordinary shares of GBP0.01 each
At Admission: 48,207,793 ordinary shares of
GBP0.01 each
Issue Price: 30 pence per share
No restrictions on the transfer of securities.
No ordinary shares will be held in treasury
on Admission
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
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Capital raised: GBP1.26 million (4,200,000 new
ordinary shares at the Issue Price)
Anticipated market capitalisation on Admission:
GBP14.5 million (at the Issue Price)
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS
AT ADMISSION:
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88%
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM
TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED
TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS
AIM SECURITIES) ADMITTED OR TRADED:
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None
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED
DIRECTORS (underlining the first name by which
each is known or including any other name by
which each is known):
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Existing Directors:
John David Nikolas Ciclitira, Executive Chairman
Serenella Ciclitira, Non-Executive Director
Ranjit Murugason, Non-Executive Director
Proposed Directors on Admission:
John David Nikolas Ciclitira, Executive Chairman
Andrew James Smith, Executive Director
Serenella Ciclitira, Non-Executive Director
Ranjit Murugason, Non-Executive Director
Simon Charles Bennett, Non-Executive Director
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS
EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE
CAPITAL, BEFORE AND AFTER ADMISSION (underlining
the first name by which each is known or including
any other name by which each is known):
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Before Admission
Shares %
David Ciclitira and
associated persons
(1,2) 1,013,275 33.7%
Hargreaves Lansdown
(Nominees) Ltd 632,346 21.0%
Ranjit Murugason 180,742 6.0%
HSDL Nominees Ltd 160,722 5.3%
JIM Nominees 105,821 3.5%
After Admission
Shares %
David Ciclitira and
associated persons
(1,2) 26,946,608 55.9%
Hyun Seok Kim 10,165,393 21.1%
Clive Morton (2) 4,166,667 8.6%
Fortune Access Limited 3,000,000 6.2%
(1) David Ciclitira, Serenella Ciclitira,
Zedra Trust Company (Jersey) Ltd and Luna
Trading Ltd
(2) members of Concert Party
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE
WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
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None other than as disclosed in the Admission
Document
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION
IN THE ADMISSION DOCUMENT HAS BEEN PREPARED
(this may be represented by unaudited interim
financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST
THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
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(i) 31 December
(ii) 30 June 2017
(iii) 30 June 2018 (Final Results for the year
ending 31 December 2017)
30 September 2018 (Interim Results for the
6 months ending 30 June 2018)
30 June 2019 (Final Results for the year ending
31 December 2018)
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EXPECTED ADMISSION DATE:
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27 December 2017
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Stockdale Securities Limited
Beaufort House
15 St. Botolph Street
London
EC3A 7BB
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NAME AND ADDRESS OF BROKER:
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Stockdale Securities Limited
Beaufort House
15 St. Botolph Street
London
EC3A 7BB
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT,
DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS)
THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM,
WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION
OF ITS SECURITIES:
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A Copy of the Admission Document containing
full details about the applicant and the Admission
of its securities will be available on the Company's
website at: www.parallelmediagroup.com (prior
to Admission), and www.livecompanygroup.com
(from Admission)
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DATE OF NOTIFICATION:
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29 November 2017
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NEW/ UPDATE:
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NEW
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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