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Live Company Group (LVCG)


Friday 28 February, 2020

Live Company Group

Update regarding Loan Facilities and ESA

RNS Number : 5802E
Live Company Group PLC
28 February 2020

28 February 2020



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


Update regarding Loan Facilities and Equity Sharing Agreement


Live Company Group plc (AIM: LVCG) provides the following update regarding the existing loan facility and equity sharing agreement ("ESA") with YA II PN, Ltd. ("YA II") and RiverFort Global Opportunities PCC Limited (formerly Cuart Investments PCC Limited) (together the "Investors") as detailed in the announcement of 16 December 2019 (the "Announcement").


Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meaning as those used in the Announcement.


Loan Facilities

Further to the Announcements, the Company has agreed with the Investors to extend the maturity date of the Existing Facility, of which approximately £0.7 million in principal remains outstanding, from December 2020 to June 2021 (the "Extension").  Pursuant to the Extension, the principal, interest and fees will be repayable in nine equal monthly instalments of approximately £91,000, with the first payment being made in October 2020 and the final payment to be made in June 2021.


All other terms of the Existing Facility remain the same.


The Company confirms that the New Facility, of which £300,000 has been drawn to date, remains unchanged, with the first monthly payment, being due in April 2020.


Equity Sharing Agreement

The Company and the Investor have agreed to amend the terms of the ESA, such that the Subscription Amount as detailed in the Announcement, will now be received over a period of 36 months commencing in March 2020, as opposed to over a period of 12 months.


The Monthly Settlement will continue to be calculated on the same basis as set out in the Announcement, though as set out below, the number of Ordinary Shares used in the calculation has been reduced:

· If the Market Price is equal to the Benchmark Price, the Investors shall pay the Company the Monthly Settlements

· If the Market Price is above the Benchmark Price, the Investors shall pay the Company an increased amount based on the following calculation:

Monthly Settlement + (185,187 Ordinary Shares x (Market Price - Benchmark Price) x Applicable Percentage))

· If the Market Price is below the Benchmark Price, the Investors will pay the Company a reduced amount based on the following calculation:

Monthly Settlement - (185,187 Ordinary Shares x (Benchmark Price - Market Price))

The final Monthly Settlement will be calculated based on 185,122 Ordinary Shares.


Under the terms of the ESA, the Investors are able to retain all proceeds of the Monthly Settlement to settle any outstanding amounts due to them pursuant to the Existing Facility and New Facility.  If no balance remains outstanding, the Company will receive the Monthly Settlement in full, subject to the above adjustments.  The Company confirms that as at the date of this announcement, no monies have been received by it pursuant to the ESA and that the no monies have been used to repay outstanding amounts due to the Investors pursuant to the Existing Facility and New Facility.


All other terms of the ESA remain the same.


David Ciclitira, Chairman, Live Company Group said: " The extension of the Existing Facility and ESA term with our Investors, reduces our very near term commitments and gives us greater financial flexibility going forward.  We look forward to updating investors in due course with regards to our exciting ongoing business development and growth."




Live Company Group Plc     Tel: 020 7225 2000

David Ciclitira, Chairman, Live Company Group

Ruth Cunningham , Chief Operating Officer


Strand Hanson Limited (Nominated Adviser)     Tel: 020 7409 3494

Stuart Faulkner / Richard Tulloch / James Dance  


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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