TIDMLVCG
RNS Number : 5610P
Live Company Group PLC
11 February 2019
11 February 2019
LIVE COMPANY GROUP PLC
("LVCG", the "Company" or the "Group")
PLACING AND SUBSCRIPTION TO RAISE GBP2.2 MILLION
AND
EXPANSION OF THE BRICKLIVE ZOO PROGRAMME
Live Company Group Plc (AIM: LVCG) is pleased to announce an
equity fundraise with certain existing investors including David
Ciclitira, the Company's Executive Chairman, of, in aggregate,
approximately GBP2.2 million gross (approximately GBP2.1 million
net) (the "Fundraise").
The Fundraise comprises a conditional placing of 2,084,616 new
ordinary shares of 1p each in the capital of the Company ("Ordinary
Shares") (the "Placing Shares") to raise approximately GBP1.36
million (the "Placing") and a conditional subscription of 1,299,996
new Ordinary Shares (the "Subscription Shares") to raise
approximately GBP0.84 million (the "Subscription"), both at a price
of 65 pence per share (the "Issue Price").
The Company will also issue participants in the Fundraise 1.25
warrants for every Placing Share and Subscription Share issued (the
"Investor Warrants"). Each Investor Warrant will provide the holder
the right to one new Ordinary Share on its exercise. The Investor
Warrants will be exercisable at a price of 80 pence for a two year
period from the admission of the Placing Shares.
It is expected that the Placing Shares will be admitted to
trading on AIM on 25 February 2019, with the Subscription Shares
expected to be admitted on 31 May 2019.
Given the significant interest being shown in the Group's
BRICKLIVE Zoo programme, with seven BRICKLIVE Zoo shows already
scheduled for 2019, and with the directors of the Company (the
"Directors" or the "Board") currently expecting to add an
additional seven BRICKLIVE Zoo shows during the year across Europe
and the United States, the net proceeds from the Fundraise will be
used to, inter alia, finance the expansion of the BRICKLIVE Zoo
programme to meet this demand.
Highlights
-- Approximately GBP2.2 million gross (approximately GBP2.1
million net) raised via the Placing and Subscription at 65 pence
per share
- 1.25 Investor Warrants to be issued for every one new Ordinary
Share issued pursuant to the Fundraise
-- Net proceeds of the Fundraise will be used to
- Finance the further expansion of the BRICKLIVE Zoo programme,
with seven shows already agreed and seven additional shows
projected for 2019
- Provide additional working capital to the Group
-- The Group has also announced earlier today that it has
entered into an agreement with one of Germany's leading exhibition
promoters, AWC AG ("AWC"), for the staging of BRICKLIVE shows in
Germany
-- Revenues for 2018 are broadly in line with expectations and a
positive start to 2019 has been made, with a strong order book and
pipeline of opportunities across the Group
David Ciclitira, Executive Chairman of Live Company Group, said:
"I am very excited that the Group is investing in the BRICKLIVE Zoo
programme. With the success of our Zoo touring assets at Marwell
Zoo and Twycross Zoo in the UK, we have seen significant levels of
interest from other zoos across the UK, Europe and the United
States. This funding will therefore allow the Group to take
advantage of these exciting opportunities and I'm personally
delighted to be investing in the Company at this time."
Fundraise Statistics
Issue Price 65p
Number of existing Ordinary Shares 67,094,595
Number of Placing Shares 2,084,616
Number of Subscription Shares 1,299,996
Number of Commission Shares 46,153
Number of Investor Warrants 4,230,765
Number of Adviser Warrants 50,000
Number of Fee Shares 69,230
Gross proceeds of the Placing Approximately GBP1.36
million
Gross proceeds of the Subscription Approximately GBP0.84
million
Gross proceeds of the Fundraise Approximately GBP2.2
million
Net proceeds of the Fundraise Approximately GBP2.1
million
Number of Ordinary Shares in issue immediately following
the First Admission 69,248,441
Number of Ordinary Shares in issue immediately following
the Second Admission 70,594,590
Percentage of enlarged share capital, following the
second Admission, represented by the Placing Shares,
the Subscription Shares, the Commission Shares and the
Fee Shares 4.96%
The Placing Shares, the Subscription Shares, the Commission
Shares and the Fee Shares are being issued under the Company's
existing share authorities.
Timetable of Principal Events
Event Time and/or date
Expected date of First Admission of the 8.00 a.m. on 25 February
Placing and Fee Shares 2019
Expected date of Second Admission of the 8.00 a.m. on 31 May
Subscription and Commission Shares 2019
Each of the times and dates in the above timetable is subject to
change. If any of the above times and/or dates change, the revised
times and/or dates will be notified to LVCG shareholders by
announcement on a Regulatory Information Service.
All of the above times, and other time references in this
announcement, refer to UK time.
Enquiries:
Live Company Group Plc Tel: 020 7225 2000
David Ciclitira, Executive Chairman
Ruth Cunningham, Chief Operating Officer
Stand Hanson Limited (Nominated Adviser) Tel: 020 7409 3494
Stuart Faulkner / Richard Tulloch / James
Dance
===================
Shard Capital Partners LLP (Broker) Tel: 020 7186 9950
Damon Heath
===================
ADDITIONAL INFORMATION
BRICKLIVE Expansion and Operational Update
BRICKLIVE Zoos
Following the acquisition of Bright Bricks Holdings Limited
("Bright Bricks") in October 2018, the Group has received
significant levels of interest for its BRICKLIVE Zoo programme and
is therefore seeking to capitalise on this interest by expanding
its BRICKLIVE Zoo brand by building additional models.
The BRICKLIVE Zoo programme offers zoos the opportunity to
provide life sized models of animals which are not always easy for
zoos to source, given their protected status. The Group has already
agreed terms to deliver seven BRICKLIVE Zoo shows in 2019 in the UK
and the United States and the Directors currently expect to add an
additional seven BRICKLIVE Zoo shows during the year across Europe
and the United States. In addition, four BRICKLIVE Zoo shows are
already scheduled for 2020 in the UK, Europe and the United
States.
There is a strong pipeline in place for future sales, with the
key constraint to revenue growth being the Group's inventory of
animal models that are available to be deployed. Accordingly, LVCG
is planning to utilise approximately GBP1.4 million of the net
proceeds from the Fundraise to invest in content, producing
approximately five new BRICKLIVE Zoo touring assets, over the next
15 months, which the Directors expect, when combined with the
touring assets the Group already has in place, to generate
approximately GBP2.0 million in revenue and GBP1.6 million in gross
profit in 2019.
Other developments
The Group is pleased to have also announced, earlier today, that
it has entered into an agreement with AWC, one of Germany's leading
exhibition promoters, to provide three BRICKLIVE shows in Germany
during the next 12 months. Pursuant to the four year agreement, AWC
will become the Group's exclusive partner in Germany.
The Group is also in discussions with other parties, including
AWC, to provide further BRICKLIVE events across Europe. The Board
currently anticipates that during 2019, BRICKLIVE events will be
held in approximately 60 locations.
The Directors can confirm that the Group has been in discussions
regarding a potential acquisition. However, the Directors confirm
that such discussions were recently terminated.
The Placing and Subscription
The Company has raised, in aggregate, approximately GBP2.2
million gross (approximately GBP2.1 million net) via the Placing
and Subscription, with approximately GBP1.36 million being raised
via the placing of 2,084,616 Placing Shares at the Issue Price,
with such shares expected to be admitted to trading on AIM on 25
February 2019.
The Company has also raised approximately GBP0.84 million via
the Subscription, whereby 1,299,996 Subscription Shares will be
issued at the Issue Price, with such shares expected to be, subject
to completion of the Placing and receipt of the Subscription funds
by the Company, admitted to trading on AIM on 31 May 2019.
In respect of the Fundraise, the Company has also agreed to pay
commission to certain of the participants in the Fundraise, which
will be satisfied partly in cash and partly through the issue of,
in aggregate, 46,153 new Ordinary Shares (the "Commission Shares"),
which are expected to be admitted to trading on AIM on 31 May 2019.
No Investor Warrants will be issued in respect of the Commission
Shares.
The Placing Shares, Subscription Shares and Commission 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
of the Placing Shares, Subscription Shares and Commission
Shares.
Investor Warrants
Participants in the Fundraise will be issued Investor Warrants
on the basis of 1.25 Investor Warrants for every one Placing Share
and Subscription Share issued pursuant to the Fundraise. The terms
of the Investor Warrants provide that if, on the date of the
exercise of the Investor Warrant, a warrantholder is the registered
holder of a lesser amount of Ordinary Shares than the amount that
were allotted and issued to him/her pursuant to the Fundraise (the
"Shortfall"), then, unless such Ordinary Shares were transferred to
a permitted transferee as defined in the Investor Warrant
instrument, such number of Investor Warrants will automatically
lapse as is equal to the Shortfall multiplied by 1.25.
The Investor Warrants will be exercisable for a two year period
from the date of Admission of the Placing Shares, subject to any
extension in accordance with the Investor Warrant instrument, at a
price of 80 pence and on exercise, each Investor Warrant will
entitle the warrantholder to one new Ordinary Share. If exercised
in full, the Investor Warrants would result in the issue of a
further 4,230,765 new Ordinary Shares.
Director participation in the Fundraise and Related Party
Transaction
David Ciclitira has agreed to invest approximately GBP250,000 in
the Fundraise. He will invest approximately GBP100,000 in the
Placing and approximately GBP150,000 in the Subscription and will
receive 153,844 Placing Shares and 230,768 Subscription Shares
together with, in aggregate, 480,765 Investor Warrants. In
addition, pursuant to the Fundraise he will also receive 15,384
Commission Shares.
As David Ciclitira is the Company's Executive Chairman, he is
deemed to be a related party of the Company as defined in the AIM
Rules for Companies (the "AIM Rules"), and accordingly his
participation in the Fundraise constitutes a related party
transaction pursuant to Rule 13 of the AIM Rules.
The Directors, other than David Ciclitira, consider, having
consulted with the Company's nominated adviser, Strand Hanson
Limited, that the terms of David Ciclitira's participation in the
Fundraise is fair and reasonable insofar as the Company's
shareholders are concerned.
The Placing Agreement
The Company has entered into a placing agreement dated 8
February 2019 (the "Placing Agreement") with Shard Capital Partners
LLP ("Shard"), pursuant to which Shard, as agent for the Company,
has procured placees for the Placing Shares at the Issue Price.
The obligations of Shard under the Placing Agreement are
conditional, inter alia, upon admission of the Placing Shares
having occurred by 8.00 a.m. on 25 February 2019 (or such later
time and/or date as may be agreed, being no later than 8.00 a.m. on
29 March 2019), and there being no material breach of the
warranties given to Shard prior to admission of the Placing
Shares.
Shard 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 Shard 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.
Use of Net Proceeds
The net proceeds of the Placing and Subscription are currently
expected to be used by the Group for the following purposes:
-- Approximately GBP1.4 million will be used to enable the
expansion of the BRICKLIVE Zoo programme; and
-- GBP0.7 million for general working capital purposes.
Trading Update
The Directors are pleased to confirm that revenues for the year
ended 31 December 2018 are broadly in line with the guidance issued
at the time of the Bright Bricks acquisition, announced on 5
October 2018.
The Directors are also pleased to confirm that the integration
of Bright Bricks has now been completed and that the Group has made
a positive start to 2019, with a number of shows having already
been delivered and a strong order book and pipeline of
opportunities in place.
Further information
The remuneration committee has resolved that Ranjit Murugason,
Non-executive Director, is to receive a fee of GBP45,000 in respect
of his involvement in winding up the Group's historic subsidiaries
in Singapore, which will be satisfied through the issue of 69,230
new Ordinary Shares (the "Fee Shares").
In addition, the Company has resolved to appoint Ranjit
Murugason as the Company's Senior Non-executive Director with
immediate effect.
The Company has also issued warrants to subscribe for 50,000 new
Ordinary Shares to an adviser of the Company, which are exercisable
for a period of three years at a price of 80 pence (the "Adviser
Warrants").
AIM Application, Total Voting Rights and Directors'
Interests
Application will be made for the admission to trading on AIM of
the 2,048,616 Placing Shares, the 1,299,996 Subscription Shares,
the 46,153 Commission Shares and the 69,230 Fee Shares. Dealings
are expected to commence on 25 February 2019 in respect of the
Placing Shares and the Fee Shares ("First Admission") and on 31 May
2019 in respect of the Subscription Shares and Commission Shares
("Second Admission").
Following First Admission, the enlarged issued share capital of
the Company will comprise 69,248,441 Ordinary Shares. Following
Second Admission, the enlarged issued share capital of the Company
will comprise 70,594,590 Ordinary Shares. Each Ordinary Share has
one voting right. No Ordinary Shares are held in treasury. The
above figures may be used by LVCG shareholders as the denominators
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.
Table of Directors Interests
The table below sets out the resulting interest of the Directors
following the First Admission and the Second Admission.
No. of No. of
new new
Ordinary Ordinary
No. of % of Shares No. of % of Shares No. of % of
Ordinary current to be Ordinary then to be Ordinary then No.
Shares issued issued Shares issued issued Shares issued of
currently share on First on First share on Second on Second share Investor
Director held capital Admission Admission capital Admission Admission capital Warrants
============= =========== ======== ========== =========== ======== ========== =========== ========= =========
David
Ciclitira* 26,975,815 40.21% 153,844 27,129,659 39.18% 246,152 27,375,811 38.78% 480,765
============= =========== ======== ========== =========== ======== ========== =========== ========= =========
Andrew
Smith 7,692 0.01% - 7,692 0.01% - 7,692 0.01% -
============= =========== ======== ========== =========== ======== ========== =========== ========= =========
Bryan Lawrie 15,384 0.02% - 15,384 0.02% - 15,384 0.02% -
============= =========== ======== ========== =========== ======== ========== =========== ========= =========
Ranjit
Murugason 997,241 1.49% 69,230 1,066,471 1.54% - 1,066,471 1.51% -
============= =========== ======== ========== =========== ======== ========== =========== ========= =========
Simon Horgan 2,820,512 4.20% - 2,820,512 4.07% - 2,820,512 3.99% -
============= =========== ======== ========== =========== ======== ========== =========== ========= =========
Serenella
Ciclitira* 1,562 0.00% - 1,562 0.00% - 1,562 0.00% -
============= =========== ======== ========== =========== ======== ========== =========== ========= =========
Trudy - - - - - - - - -
Norris-Grey
============= =========== ======== ========== =========== ======== ========== =========== ========= =========
* connected persons
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
Forward-looking statements
This announcement may contain forward-looking statements
relating to the Company's expected operations that are based on
management's current expectations, estimates and projections. Words
such as "expects", "intends", "plans", "projects", "believes",
"estimates", and similar expressions are used to identify such
forward-looking statements. These statements are not warranties or
guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may differ materially from
what is expressed or forecast in such forward-looking statements.
By their nature forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that may occur in the future. Although the Company
believes the expectations reflected in such statements are
reasonable, no assurance can be given that such expectations will
prove to be correct. There are a number of factors, many of which
are beyond the control of the Company, which could cause actual
results and developments to differ materially from those expressed
or implied by forward-looking statements.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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