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Live Company Group (LVCG)

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Thursday 11 November, 2021

Live Company Group

E-Movement Shares

RNS Number : 0162S
Live Company Group PLC
11 November 2021
 

 

11 November 2021

 

LIVE COMPANY GROUP PLC

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

 

E- MOVEMENT SHARES

 

Live Company Group plc (AIM: LVCG) announces that further to the announcement of 3rd December 2020 the Company confirms it has acquired 271 Ordinary Shares ("shares"), representing 20% of the total issued share capital, in E Movement (PTY) Ltd ('EMPL'). EMPL is the South African based promoter of the Cape Town E Prix which, as previously announced, been confirmed for  Series 9 of the ABB FIA Formula E World Championship and due to take place in February 2023.

 

In 2020 and 2021 Chairman David Ciclitira (in his personal capacity) purchased  the shares in EMPL ("EMPL Shares") for the purchase price of £113,460 in cash in anticipation of this being transferred to the Company. Accordingly, Mr Ciclitira is now selling them to the Company for the same amount which is to be satisfied in cash in instalments with the final instalment paid within 12 months. No interest is payable on the outstanding amounts. The Company also announces that subsequent investments from local South African BEE funds earlier in 2021 currently value EMPL at a significantly higher level.

 

The EMPL Shares now represent approximately 20% of the share capital.

 

David Ciclitira is a Director of the Company and a substantial shareholder, who together with Maria Serena Papi (Serenella Ciclitira) holds 25% of the Company's issued share capital. Accordingly, they are defined as Related Parties under the AIM Rules for Companies (the "AIM Rules") and the Acquisition is classified as a Related Party Transaction pursuant to Rule 13. The Director of the Company, other than David Ciclitira and Maria Serena Papi, being Bryan Lawrie, Ranjit Murugason and Stephen Birrell consider, having consulted with the Company's Nominated Adviser, Beaumont Cornish Limited, that the terms of the Acquisition are fair and reasonable insofar as the Company's Shareholders are concerned.

 

In forming this view, they have taken into account that the shares are being acquired for the price paid by David Ciclitira and that subsequent transactions in EMPL's shares would value the shares at a materially higher price. The interest in EMPL represents a separate potential income stream from the E prix marketing businesses bought last December and in the view of the Board, protects the Group's interests in those marketing businesses by the acquisition of a material minority stake in the main promoter of the Cape Town E-Prix. As a result of the purchase, EMPL will now be 20% owned by LVCG. Mr Ciclitira will remain on the board of EMPL as the representative of LVCG's interests.

 

The information communicated in 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 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

 

 

 

Enquiries:

 

Live Company Group Plc

David Ciclitira, Executive Chairman

Sarah Dees, Chief Operating Officer

Tel: 020 7225 2000

 

 

Beaumont Cornish Limited (Nominated Adviser)

Roland Cornish/Rosalind Hill Abrahams

Tel: 020 7628 3396

 

 

 

 

Monecor (London) Limited (Broker)

Thomas Smith

Tel: 020 7392 1436

 

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 two divisions the first, 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, LCSE, manages a number of global sports, entertainment and lifestyle events. LCSEs main focus for 2021 has been the successful launch of the Formula E Cape Town race for series 8 in 2022.

It also has a minority investment in Start Art Global Ltd an on-line art and digital art platform (www.start.art).

 

 

 

EMPL Deal History Details

 

EMPL

 

E-Movement PTY Ltd (EMPL) is a South African company which has a 5 year contract with Formula E Holdings and the FIA to stage the Cape Town E-Prix.

 

E-Movement Holdings Ltd (EMHL) is a UK company wholly owned by LVCG, which was previously wholly owned by David Ciclitira (although immediately prior to LVCG's acquisition was owned equally by Mr Ciclitira, Bruce Parker-Forsyth and Iain Banner). Mr Parker-Forsyth and Mr Banner are also shareholders in EMPL and Mr Parker-Forsyth is MD of LCSE and owns 3.5mil shares in LVCG. The relationship with Formula E was established in 2018 by Mr Parker-Forsyth and Mr Banner.

 

When EMHL was wholly owned by David Ciclitira it entered into an option agreement to acquire shares in EMPL from a South African Wealth Manager. It was not structurally possible to directly acquire shares in EMPL at that time. Prior to Mr Parker-Forsyth and Mr Banner becoming shareholders in EMHL this option was novated to Mr Ciclitira in his personal capacity.

 

The option has now been exercised and David Ciclitira owns 271 ordinary shares in EMPL, (20% of the issued share capital), for which he paid in aggregate £113,460.  LVCG has now purchased these shares from Mr Ciclitira for the same amount.

 

Relationship between EMPL and LVCG

Prior to LVCG's involvement EMPL entered into an agreement with World Sport South Africa (WSSA)  to project manage the envisaged Cape Town E-Prix for a fee. This agreement was novated to LCSE in December 2020.

 

Also prior to LVCG's involvement, EMPL entered into an agreement with EMHL (which at that time was owned by Messrs, Ciclitira, Parker-Forsyth and Banner) appointing EMHL as exclusive worldwide commercial representative for the envisaged E-Prix for a fee.

 

The Company have been made aware that there has been interest from new investors which values the £113,460 significantly higher.

 

 

 

 

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