LVCG Live Company Group Plc

31 July 2024

LIVE COMPANY GROUP PLC

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

UPDATE ON 2023 ACCOUNTS

DISPOSAL OF REMAINING INTEREST IN StART

LVCG PLC provides an update on its 2023 accounts. The Company previously announced on 24 June 2024 that its 2023 results would be published by the end of July 2024. Despite best efforts from the Company and its Auditor this timetable has been pushed back and the final accounts are now  anticipated to be published by/at the end of September 2024.

StART Shareholding and Chairman's loan

As announced on 14 June, the Chairman - David Ciclitira - provided an additional loan to the Company for £147,000 up to the end of July 2024. It was intended that these monies would be repaid out of any investment monies due from the Investors. If the cornerstone investment was not completed, Mr Ciclitira would look to extend the loan on terms to be agreed by himself and the board and at his discretion.

As the Company has not secured a cornerstone investor by the end of July, Mr Ciclitira has now agreed to waive the repayment of this loan of £147,000 and any accrued interest, in exchange, for the Company assigning its remaining 19.94% equity interest in StART Art Global Limited ("StART") to David Ciclitira ("Transaction").  Unaudited figures for the year to 31 December 2023 for StART show total revenue of £386,000, with a total loss for the year being £132,000.  In the Company's Report and Accounts for the year to December 2022,   the carrying value in the StART investment amounting to £1,000,000 was disposed of in full during the financial year, resulting in a net zero closing balance for the period.

This transaction has been approved by both of the Company's independent directors  ("Independent Directors") being Stephen Birrell and Bryan Lawrie (with Ranjit Murugason not being considered independent for this purpose given his interest in StART as previously announced) .

David Ciclitira is a Director and a substantial Shareholder of the Company and accordingly is defined as a Related Party under the AIM Rules for Companies (the "AIM Rules"). Accordingly, the Transaction is classified as a Related Party Transaction pursuant to Rule 13 of the AIM Rules. 

The Independent Directors consider, having consulted with the Company's Nominated Adviser, Beaumont Cornish Limited, and taking into account that StART no longer has any value to the Group which is likely to be reflected in a full inpairment in the forthcoming 2023 Annual Accounts, that the terms of the Debt Conversion are fair and reasonable insofar as the Company's Shareholders are concerned and will be value enhancing for the Company. In forming their view, the Independent Directors have also taken into account the Company's need to reduce its debt in coming to this decision.

Enquiries:

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.

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 two active 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 in Madrid and London. Both of these shows are produced in partnership with SBS - the Korean television network.

KPOP -  the company owns the rights to the K.Flex brand is a partner and the Executive Producer of K.Flex in Frankfurt.