15 April 2020

LIVE COMPANY GROUP PLC

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

Operational update, Loan and amendment of ESA and existing loan

Live Company Group plc (AIM: LVCG) provides the following update.

Overview

·        The Chairman has agreed to provide a loan of £500,000 to Brick Live International Limited, for the benefit of the Group

·        LVCG appoints Deputy Chairperson, Finance Director and new COO

·        In response to the impact of COVID-19, Group has introduced significant cost saving initiatives, furloughing around half of its staff, entering into agreements with Directors and senior management to reduce cash salaries for the next two months and, in addition, achieving approximately £250,000 of net annual savings, via redundancies

·        First quarter revenues are on target

·        No events have been cancelled, though a number have been postponed to second half of 2020 and first half of 2021

·        Group continues its build programme, in anticipation of expected significant business uptick post lock down ending

·        Company has agreed to enter into a revised agreement with RiverFort and YA to amend the terms of the ESA and New Facility

·        The Chairman will also assume certain historic liabilities of approximately £58,000, in return for a cash payment of £29,000

Loan facility and assumption of certain creditors

To show his support for the Company during these unprecedented times, David Ciclitira, the Company's Chairman, has provide a secured term loan (the "Loan") of £500,000 (less fees and expenses) to Brick Live International Limited ("Brick Live"), the Company's wholly owned subsidiary.  The Loan has been made on standard commercial terms.  The Loan is repayable, in full, in a final bullet payment 11 months from the date of the agreement and will incur interest at a rate of 16.2% per annum, payable monthly in advance.  In the event of a default event occurring, a further 2% will be charged on top of the annual interest rate.  Under the terms of the Loan, the Company will pay Mr Ciclitira an arrangement fee of £25,000 and his legal expenses in respect of the Loan of up to £25,000 plus VAT.

The Loan is secured on the assets of Brick Live and this security is subordinated to the security granted by Brick Live in favour of RiverFort Global Opportunities PCC Limited (formerly Cuart Investments PCC) ("RiverFort") as security trustee for RiverFort's and YA II PN Limited's ("YA II") (together the "Investors") loan facilities made available to the Company as detailed in the announcement of 16 December 2019.

The intention of the Board is to immediately draw down the Loan in full, with the net proceeds of the Loan providing general working capital to the Group.

In addition to the Loan, Mr Ciclitira will, in consideration for a cash payment of £29,000 from the Company, assume the liabilities of certain of the Group's aged creditors amounting to, in aggregate, approximately £58,000 (the "Assumption of Liabilities").  Mr Ciclitira will be responsible for making arrangements with those creditors going forward and shall keep the Group fully and effectively indemnified in respect thereof.

Following draw down of the Loan in full, and taking into account the associated fees and interest for the first month, together with the payment to Mr Ciclitira in respect of the Assumption of Liabilities, the Group will have cash resources of approximately £482,000.  The Group is currently in discussions with various lenders regarding securing further funding, including exploring the availability of funding pursuant to the UK Governments COVID-19 loan scheme.

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

As a result, the Loan and the Assumption of Liabilities are classified as related party transactions under the AIM Rules and the Directors of the Company, other than Mr Ciclitira, consider, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of the Loan and the Assumption of Liabilities are fair and reasonable insofar as the Company's shareholders are concerned.

Team strengthening: Board and senior management changes

The Company is pleased to announce that Trudy Norris-Grey will become Non-executive Deputy Chairperson with immediate effect.  Having been appointed as a Non-executive Director in November 2018, she has brought a broad range of experience to the Company, having held senior leadership positions at Microsoft, Oracle, Sun Microsystems and BT. 

We are also pleased to announce that Richard Collett has been appointed as Finance Director, and it is proposed that he will, after publication of the accounts for 2019, take over as Chief Financial Officer from Bryan Lawrie.  Bryan is continuing as the Group's Chief Financial Officer, including remaining on the Board, in order to ensure a seamless handover of the finance function to Richard.  Richard is a qualified management accountant (CIMA) with over 17 years of experience and is also a Barrister of Grays Inn (non-practicing).  More recently, Richard has been acting Director of Finance and Operations and Chief Operating Officer at Ellwood & Atfield Ltd.  A further announcement will be made as and when appropriate.

The Company is also pleased to announce the appointment of Sarah Dees as Chief Operating Officer.  An experienced ex-investment banking professional with 15 years' experience in industry.  Sarah has worked with several AIM quoted clients, providing a range of services, including, inter alia, IR and PR.

Cost Saving Initiatives

As a result of COVID-19, and in order to preserve the Group's financial resources during this time, the following initiatives have been introduced across the Group:

·        The Group have furloughed, from March, around half of its full-time employees, under the UK Governments Job Retention Scheme;

·        All staff earning over the UK Government's support amount for PAYE employees of £2,500 a month, will be taking a 25% pay cut in April, increasing to 50% in May.  The decreases in pay will include all senior management and Directors;

·        The Company intends to make up the decrease in pay for all staff, including Directors and those who have been furloughed, via the issue of shares in the Company, further details of which will be announced in due course;

·        Several part-time non-PAYE staff will be exclusively paid in shares; and

·        Unfortunately, the Company will also be making several staff redundant, resulting in an annual net saving of approximately £250,000.

First Quarter Revenues on target

The Company is pleased to confirm that it achieved strong growth in the first three months of this year; despite recent difficult and unprecedented trading conditions:

·        £3.3 million contracted revenue secured for 2020;

·        £1.1 million contracted revenue secured for 2021; and

·        32 BRICKLIVE events already planned for 2020.

In addition, whilst a number of events have been postponed to the second half of 2020 and the first half of 2021 as a result of COVID-19, the Company is pleased to confirm that no events have been cancelled and that the Group currently has 32 BRICKLIVE events scheduled globally for 2020, against a target of 75 for the year.  A list of events is published on the Company's website.

In addition, the Company confirms that in addition to its current 18 themed tours, work continues on the construction of three further tours.

The above figures are as at 14 April 2020, and the Company acknowledges that these numbers may potentially change as a result of the current unprecedented times as a result of the actions being taken globally to address the COVID-19 pandemic.  The Company will keep investors updated, as appropriate, as part of the Company's quarterly updates to the market.

As at 31 December 2019, the Group's unaudited net assets were approximately £14.6 million.

Revised terms for the New Facility and the ESA

Given the impact of COVID-19, the Company has also agreed to amend the terms of the new loan facility of £1.0 million, of which £0.3 million has been drawn to date, (the "New Facility") and the equity sharing agreement ("ESA") with the Investors, as detailed in the announcements of 16 December 2019 and 28 February 2020.

Further to the announcement of 16 December 2019, the Company confirms that it has agreed with the Investors to defer all payments due under the New Facility, that fall due in the fourth months from April 2020, until 1 August 2020.  All other terms of the New Facility remain the same.

The Company and the Investors (together the "Parties") have agreed, as a result of the recent market disruption caused by COVID-19, to suspend the ESA and any payment obligations of the Investors to the Company pursuant to the ESA with effect from 25 March 2020.

Recommencement of the ESA and the associated payment obligations will occur when the Parties agree to restart monthly settlements.  Going forward, the Investors will be able to decrease the amount of the monthly settlement and thereby increase the term of the ESA by one month at their discretion.

David Ciclitira, Chairman of LVCG said: "Whilst, the COVID-19 pandemic has had a direct effect on our global operations, it is important to note that we have not had any cancellations of events, although we have had some postponements.

The Board continues to monitor the situation closely and we have incorporated a number of cost savings initiates from Director level downwards, in order to preserve cash and to ensure that we are still able to be fully operational for our first events, once the situation and governmental guidance allows.  Our sales and marketing efforts are continuing, with venues and partners for bookings later in 2020 and in early 2021.

The loan that I have made available to the Group, during these difficult times, demonstrates my ongoing commitment and belief in the Group, its management and employees and its strategy.

I am delighted that Trudy has accepted the position as Deputy Chairperson and that she will have an enlarged role within the Company.  I would like to welcome Richard Collett as Finance Director and Sarah Dees as COO to the Company and would personally like to thank Ruth Cunningham for her contribution to the Company and wish her every success in the future."

Enquiries:

Live Company Group plc                                                                 Tel: 020 7225 2000

Sarah Dees, Chief Operating Officer

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

Stuart Faulkner / Richard Tulloch / Georgia Langoulant

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

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: www.livecompanygroup.com.