LVCG Live Company Group Plc

14 June 2024

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").

LIVE COMPANY GROUP PLC

("LVCG", the "Company" or the "Group")

CORNERSTONE INVESTOR UPDATE

UPDATE ON BRICKLIVE

ADDITIONAL CHAIRMAN'S LOAN

CHANGE OF AUDITOR ISSUE OF EQUITY

TOTAL VOTING RIGHTS

DIRECTOR/PDMR SHAREHOLDING

Further to the announcement on 21 March 2024 LVCG Plc provides an update on the Cornerstone Investor and confirms the issue of equity for directors and creditors.

Cornerstone Investor Update

As previously announced, the Company has been in discussion with two separate strategic investors ('Investors"). The Company continues to explore both opportunities with ongoing discussions with one investor and extensive due diligence and data room sharing with the other. The Company is working towards agreeing binding terms with one of the Investors by end of June 2024.

Update on BrickLive

The Company has updated its BrickLive pipeline of business. Whilst it remains confident that the pipeline will build during the course of the year, it currently projects its pipeline of signed and forecast sales for 2024 below the original budget. Historically the Company has seen last minute contracts and orders which can rapidly increase sales. However, it is likely that the Company may require a contribution from the cornerstone investor, failing which funding from other sources.  In the meantime, this has necessitated further continued support from the Chairman.

There have been a number of new contracts signed in the previous weeks bringing the total contract values so far for 2024 to £783,462 (ex VAT). A full update will be released via separate RNS in the coming weeks.

Chairman's Loan

Mr Ciclitira has lent the Company an additional £147,100 to assist the business and for fees in relation to the completion of the cornerstone investor due diligence. ("Chairman's Loan"). The loan will attract interest of 10% per annum and will terminate at the end of July 2024. It is intended that these monies will be repaid out of any investment monies due from the Investors. If the cornerstone investment is not completed, Mr Ciclitira will look to extend the loan on terms to be agreed by himself and the board and at his discretion.

Related Party Transaction

As Mr Ciclitira is a Director of the Company and a substantial shareholder (together with his wife, holding 18.28% of the current issued share capital), as defined under AIM Rules for Companies (the "AIM Rules") he is a related party of the Company. Accordingly, the issue of the Chairman's Loan up to the total aggregate amount of £147,100, is classified as a Related Party Transaction pursuant to Rule 13 of the AIM Rules.

The Directors of the Company, other than David Ciclitira, being: Stephen Birrell, Ranjit Murugason and Bryan Lawrie, consider, having consulted with the Company's Nominated Adviser, Beaumont Cornish Limited, that the terms of the Chairman's Loan are fair and reasonable insofar as the Company's Shareholders are concerned. In forming their view, the independent Directors have taken into account the Company's need to provide sufficient ongoing capital for the completion of the investment from the strategic investor to the Company.

Shareholder Representative

The Company also announces that it has appointed a shareholder representative (non-board position) to assist the board and executive team with shareholder communication and feedback.

Change of Auditor

The Company announces that it has changed its auditor to Moore Kingston Smith who are conducting the full year 2023 audit. The Company will update Shareholders on the progress of the audit in due course.

Issue of Equity

As announced on 21 March 2024, the Company had agreed or was in advanced negotiations with a number of creditors to receive settlement for outstanding debts in ordinary shares in the capital of the Company ("Ordinary Shares" or "Shares").  Of the total that was announced of £1,252,839:

·    £365,941 will now be settled in Ordinary Shares as detailed below, via 3p or 1p converted creditor shares;

·    Additionally, the Company has issued 16,403,029 Shares ("EBT shares") at 3p to settle some creditors and contractors using the Company EBT. This conversion amounts to £492,090. Of this amount 10,897,605 Shares is in full settlement of the outstanding debt to the O2 which will be sold over a 24-month period subject to the share price being above 3p and will commence in October 2024.

The remaining amount consists of £111,000 which has been agreed and Shares issued as per the announcement on 28 March 2024 and £263,807 where there are either agreements accepted in principal or under final discussion. One creditor only totalling circa £20,000 accepted and then subsequently rejected the settlement offer and negotiations are continuing on a payment plan.

Additionally, the Company announces that it has issued 8,918,167 new Ordinary Shares at a price of 3p per Share for the equivalent of £267,545 for a payment due to the Directors of the Company for the payment of outstanding Director Fees ("Director Shares"). The Director Shares will be issued out of the share authorities which were approved inter alia for this purpose by Shareholders at the General Meeting on 16 April 2024.

Once admitted, the majority of the shares outlined below will be subject to either an orderly market undertaking in respect of sales over a minimum period of five months or in some cases be subject to a six-month lock in and may only be sold once the Share price reaches a minimum of 3p. The Creditor Shares will be issued out of the share authorities which were approved inter alia for this purpose by Shareholders at the General Meeting on 16 April 2024.

Shareholders should note that there are a number of administrative adjustments that have been made post fund raise which are summarised below.  This difference is related to a combination of share allotments cancelled for non-receipt of subscription monies which were in any event covered by the Chairman's Loan and an amount in relation to CREST registration details still awaited although paid for.

There will be a separate announcement detailing the Directors' fees due from February 2024 to end of June 2024 in the coming days.

Chairman's Convertible Loan

The Company reminds shareholders that the Chairman's Convertible Loan as announced on 21 March 2024 totals £1.77 million.

Application

Application will be made for a total of 33,051,082new Ordinary Shares (being the 44,326,082 net of adjustments as noted above) which will rank pari passu with the existing Ordinary Shares in issue, to be admitted to trading on AIM and it is expected that the admission in respect of the Shares on AIM will take place on or around 21 June 2024. ("Admission").

Following Admission, the enlarged issued share capital of the Company will comprise 341,725,002 ordinary shares of 1p each.  Each Share has one voting right.  No Shares are held in treasury.  The above figure may, following Admission, 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.

Chairman David Ciclitira commented: "I remain confident about the future of the Company.  The due diligence and discussions with one of the potential cornerstone investors is progressing on schedule and I hope to see the process completed by the end of June."

PDMR FORMS

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

Enquiries:

About 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. 

·    LVCG owns the brand KPOP Lux and is the Executive Producer of KPOP Lux.

·    LVCG owns 19.94 % of StART Art Global (SAG) - SAG owns StART Art Fair in London which has been staged over the last 10 years at the Saatchi Gallery..

·    Live Company Sports and Entertainment (LCSE) - LCSE owns LCSE Pty in South Africa.

LVCG is a founder shareholder in E-Movement - the promoter of the Formula E Race in Cape Town. As part of this relationship E-Movement has retained LCSE (through E-Movement holdings) as its implementation partner. E-Movement Holdings a 100% subsidiary of Live Company Group has the right to sell sponsorship for the Formula E race in Cape Town.

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.  Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. The securities referred to in this Announcement have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States, or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and, in each case, in compliance with the securities laws of any state or other jurisdiction of the United States.

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

Cautionary Statements

This Announcement may contain, and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Regulation Rules and/or FSMA), the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based. Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future years would necessarily match or exceed the historical published earnings per share of the Company. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decisions to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Sole Bookrunner.

The Offer Shares to be issued pursuant to the Capital Raise will not be admitted to trading on any stock exchange other than AIM.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.