TIDMLVCG
RNS Number : 8848S
Live Company Group PLC
19 July 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014. as it
forms part of UK Domestic Law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MAR").
19 July 2022
LIVE COMPANY GROUP PLC
("LVCG", the "Company" or the "Group")
Amendment of the Consideration for Start.Art
Live Company Group plc (AIM: LVCG) (the "Company") announces an
amendment to the acquisition terms for Start. Art previously
announced on 8 July 2022.
Start Art Acquisition
Following feedback from Shareholders, it has been agreed with
the vendors of StartArt being David Ciclitira and Ranjit Murugason,
to reduce the overall the consideration by 20% to GBP3,202,243
compared to the previous figure of GBP4,002,804.
New Terms of the Acquisition
The initial cash consideration remains at GBP120,000 payable to
Ranjit Murugason on completion of the transaction together with,
GBP1,061,402 and GBP35,699 to be satisfied by the issue of shares
at a price of 6p per share of 17,690,036 and 594,991 new ordinary
shares ("Consideration Shares") to Mr Ciclitira and Mr Murugason
respectively. It has now been ageed that these shares (which for
clarification were never intended to attract warrants) will be
subject to a one year lock-in from the date of issuance.
The further cash consideration of GBP300,000 and GBP200,000 will
remain payable on 31 December 2022 to Mr Ciclitira and Mr Murugason
respectively.
The balance, being the deferred consideration has now been
reduced to GBP801,935 and GBP683,207, payable to Mr Ciclitira and
Mr Murugason respectively in cash or shares at the Company's option
no later than 30 June 2023, of which GBP521,258 and GBP444,085
payable to Mr Ciclitira and Mr Murugason respectively being subject
to EBIT as reported in the audited accounts of Start Art for the
year ending 31 December 2022 exceeding GBP488,000.
In the event the 2022 EBIT threshold is not met the deferred
consideration remains payable no later than 30 June 2024, of which
GBP521,258 and GBP444,085 payable to Mr Ciclitira and Mr Murugason
respectively being subject to EBIT as reported in the audited
accounts of Start Art for the year ending 31 December 2023
exceeding GBP1,482,000. In the event the 2023 EBIT threshold is not
met only the deferred consideration not subject to the EBIT
threshold, being GBP280,677 and GBP239,123 payable to Mr Ciclitira
and Mr Murugason respectively will be payable.
All previous terms announced remain the same.
Related Party Transaction
As referred to in the announcement of 8 July 2022, the
Acquisition of the remaining 80.06% shareholding, in Start Art
where David Ciclitira is currently a 54.08% shareholder and Ranjit
Murugason is a 25.97% shareholder, is classified as a Related Party
Transaction pursuant to Rule 13 of the AIM Rules ("Rule 13"). Bryan
Lawrie through CFO Partners Limited has provided certain consulting
services to Start Art and is therefore also considered to have an
involvement in the transaction for the purposes of Rule 13.
The Directors of the Company, other than David Ciclitira, and
Maria Serena Papi , Ranjit Murugason and Bryan Lawrie, being
Stephen Birrell ("Independent Director") consider, having consulted
with the Company's Nominated Adviser, Beaumont Cornish Limited,
that the revised terms of the Transaction are fair and reasonable
insofar as the Company's Shareholders are concerned.
This would result in the following shareholdings, also taking
into account the issue of the previously announced Placing Shares,
the Fees Shares, the Consideration Shares and the EMHL Deferred
Consideration Shares, but not the Broker Option Shares or any
shares to be issued under the deferred consideration arrangements
described above:
Number of % of Number of Ordinary % of then
Ordinary issued Shares on admission issued
Shares currently share share capital
held capital
pre-Admission
David Ciclitira 36,684,874 19.94 54,374,910 24.99
------------------ --------------- --------------------- ---------------
Ranjit Murugason 6,367,937 3.46 6,962,928 3.20
------------------ --------------- --------------------- ---------------
David Ciclitira, Chairman of LVCG said : "After discussions with
shareholders myself and Ranjit have decreased the consideration for
Start.art and implemented lock-ins for the shares aspect of the
consideration."
AIM Application and Total Voting Rights
The Placing Shares, Consideration Shares, Fee Shares and EMHL
Deferred Consideration Shares amounting in aggregate to 33,615,027
and with the Broker Option Shares up to 43,615,027 new ordinary
shares of 1p each ("New Shares") will, when issued, be credited as
fully paid and will rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive all
dividends or other distributions made, paid or declared in respect
of such shares after the date of issue.
The issuance of the New Shares is conditional upon, inter alia,
the passing of resolutions to be put to shareholders of the Company
at the GM to be held on 27 July 2022 ("the GM") to provide
authority to the Directors to issue and allot the required shares
on a non-pre-emptive basis. A circular, containing a notice of the
GM, has been posted to shareholders and is also available on the
company website: www.livecompanygroup.com . Those shareholders who
have already voted will have the opportunity to vote by way of show
of hands at the GM on the revised acquisition terms.
Conditional on the passing of the resolutions at the GM,
application will be made for the New Shares to be admitted to
trading on AIM and it is expected that their admission to AIM will
take place on or around 27 July 2022. ("Admission").
Following Admission, the enlarged issued share capital of the
Company will comprise 217,569,604 (up to 227,569,604 including the
Broker Option Shares) ordinary shares of 1p each ("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.
Post GM approval of the issuance of new shares the Directors
will have the following interest in the Company (assuming no
take-up of the Broker Option Shares).
Number of % of Number of Ordinary % of then
Ordinary issued Shares on admission issued
Shares currently share share capital
held capital
pre-Admission
David Ciclitira 36,684,874 19.94 54,7374,910 24.99
------------------ --------------- --------------------- ---------------
Maria Serena
Papi (Serenella
Ciclitira) 1,562 0.00 1,562 0.00
------------------ --------------- --------------------- ---------------
Ranjit Murugason 6,367,937 3.46 6,962,928 3.20
------------------ --------------- --------------------- ---------------
Bryan Lawrie 838,051 0.46 838051 0.39
------------------ --------------- --------------------- ---------------
Stephen
Birrell 428,572 0.23 428,572 0.20
------------------ --------------- --------------------- ---------------
Beaumont Cornish Limited ("Beaumont Cornish"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as Nominated Adviser ("Nomad") to the Company in connection
with the matters contained in this announcement, and will not be
acting for any other person or otherwise be responsible to any
person for providing the protections afforded to clients of
Beaumont Cornish or for advising any other person in respect of the
matters set out in this announcement or any transaction, matter or
arrangement referred to in this announcement. Beaumont Cornish's
responsibilities as the Company's Nomad are owed solely to London
Stock Exchange and are not owed to the Company or to any Director
or to any other person in respect of his or her decision to acquire
any shares in the Company.
Enquiries:
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
Oval Money (London) Limited (Broker) Tel: 020 7392 1436
Thomas Smith
Note: Definitions are as per the announcement of 8 July
2022.
LIVE COMPANY GROUP
Live Company Group Plc ("LVCG", the "Company" or the "Group") is
a live events, entertainment and sports events company, that has
been trading on AIM since 2017.
The Group is divided into four divisions; BRICKLIVE, consisting
of a network of partner-driven fan-based and touring 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. The
Group is an independent producer of BRICKLIVE and is not associated
with the LEGO Group. The second is Kpop Europa (KPE), which
operates the KPOP.flex Festival in Frankfurt. KPOP.flex Frankfurt
is Europe's first ever Mega KPOP music festival. The third is Live
Company Sports and Entertainment, which manages a number of global
sports, entertainment and lifestyle events. LCSEs main focus for
2022 will be Cape Town Cycle Tour and the successful one year out
launch of the Formula E Cape Town race for series 9 in 2023. The
fourth division is StART Art Global, in which LVCG holds a minority
stake. StART Art Global is a combination of both physical art shows
and a digital art platform.
Website: www.livecompanygroup.com .
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