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Live Company Group (LVCG)


Monday 17 August, 2020

Live Company Group

Debt re-structuring

RNS Number : 2514W
Live Company Group PLC
17 August 2020

17 August 2020



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


New low cost long term CBILS Lending Facility with Close Leasing to Refinance Riverfort Facility



Live Company Group plc (AIM: LVCG) announces a restructuring of the Company's balance sheet via the securing of  a new CBILS lending facility with Close Leasing Limited and the resulting repayment of the Riverfort  Lending Facility and the closure of the associated Equity Sharing Agreement ("ESA") with Riverfort Global Opportunities PCC Limited (formerly Cuart Investments PCC) ("Riverfort") and YA II PN Limited ("YA II") (together the "Investors").




· New lender Close Leasing Limited introduced with lower annual cost of capital.

· Lending facility with Riverfort and YA II repaid and closed.

· Cancellation of ESA with Riverfort and YA II and purchase of shares into trust.


Close Leasing Limited Facility


The Company announces that Bricklive International Limited has entered into a sale and lease back (with funds on loaned to the Company by way of an intra group loan)  under a hire purchase agreement for £1,500,000 gross (approximately £1,420,000 net) with Close Leasing Limited.  The term of the agreement is five years and the headline rate is 7.68% (with the first 12 months being interest free under the terms of the Coronavirus Business Interruption Loan Scheme).


The proceeds from the facility will be used to repay the Investors (as referred to above) with the remaining amount available for general working capital.


The Chairman David Ciclitira has guaranteed £300,000 of the loan via a personal guarantee which remains for the entire five year duration of the loan (subject to an annual review by Close Leasing Limited which could result in early termination of the guarantee)  and will be compensated annually on this amount at 7.06%. (the "Compensation"). Should the guarantee be terminated prior the Compensation will cease to be paid to Mr Ciclitira.



Riverfort and YA II Lending Facility


As previously announced on 5th October 2018 and 16 December 2019 and subsequent announcements on 28th February 2020 and 15th April 2020 the Company entered into and subsequently re-negotiated a lending facility for £1 million (and a new facility for up to £1 million  with Riverfort and YA II, of which £300,000 was drawn down by the Company.


The Company confirms that it has repaid and closed both the lending facility and the new facility as of 14 August 2020 involving a payment of the outstanding balance and accumulated interest

to the Investors of approximately £1,196,000.


The existing Equity Sharing Agreement ESA has also been cancelled as of the 14 August 2020.


In addition, an early termination fee of approximately £143,000 will be payable by the Company to the Investors in instalments, starting in January 2021 and ending December 2021.







Related Party Event


As Mr Ciclitira is a Director of the Company and a substantial shareholder, as defined under the AIM Rules for Companies (the "AIM Rules"), he is a related party of the Company as defined under the AIM Rules.


As a result, the Compensation in respect of Mr Ciclitira's loan guarantee is classified as a related party transaction pursuant to Rule 13 of the AIM Rules and the Directors of the Company, other than Mr Ciclitira, consider, having consulted with the Company's Nominated Adviser, Beaumont Cornish Limited, that the terms of the Compensation are fair and reasonable insofar as the Company's shareholders are concerned.


Purchase of ESA Shares into Trust



The Company also announces that (as part of the termination of arrangements with Riverfort and YA II) it has been agreed by Live Company Group EBT Limited to purchase the 5,726,480 shares held by the Investors (representing 6.51 per cent. of the Company's issued share capital) into trust, at a cost of approximately £57,000.




David Ciclitira, Chairman of LVCG said : "The debt restructuring provides us with an innovative way of reducing our cost of capital for the next five years. I would like to thank Riverfort for their support over the past few years when we needed it most. We are delighted to have formed a new partnership with the  highly-regarded Close Brothers Ltd (introduced by Sedulo Funding Solutions Ltd ) and we look forward to working with them over the next stage of our growth. "



Total Voting Rights


The Company's issued share capital consists of 87,932,467 ordinary shares with voting rights ("Ordinary Shares"). The Company does not hold any Ordinary Shares in Treasury.  Therefore the total number of Ordinary Shares in the Company with voting rights is 87,932,467 .


The above figure of 87,932,467 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.







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   


Shard Capital Partners LLP (Broker)   Tel: 020 7186 9952

Damon Heath


This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014.



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.


Website: .

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