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Live Company Group Plc

Live Company Group plc acquisition of Bright Bricks Holdings Limited

Live Company Group plc (LON: LVCG) today announced the conditional acquisition of Bright Bricks Holdings Limited, a leading UK-based builder of bespoke brick statues and touring events, for a total consideration of £8.5m. To part-finance the Acquisition and provide additional working capital to the Group, the Company also announces a conditional placing of 4,615,381 new ordinary shares of 1p each in the Company (“Shares”) to raise approximately £3.0m (before expenses) (the “Placing”).

Highlights:

· Acquisition of Bright Bricks for total consideration of £8.5m, to be funded by a combination of £2.167m in cash from the Placing (“Cash Consideration”), 8,461,536 new Shares (“Consideration Shares”) and £0.833m consideration deferred until the day following the first anniversary of completion (“Deferred Consideration”);

· Bright Bricks is one of the world’s premier brick model building companies;

· Acquisition and Placing enables LVCG to fast-track growth plan in the US and Europe, and provides the opportunity for further partnership models;

· The Directors believe a combination of the businesses will result in LVCG being one of the most significant brick-based companies in the world;

· £3.0m (before expenses) raised through Placing of 4,615,381 new Shares (“Placing Shares”) at a price of 65 pence per share (the “Placing Price”);

· LVCG directors are investing for a total 61,537 Shares in the Placing;

· Net proceeds of Placing to be used towards financing the Acquisition and to provide working capital for the enlarged Group;

· Strengthening of the Board through appointments of Simon Horgan from Bright Bricks as Executive Director, Trudy Norris-Grey as a Non-Executive Director and Bryan Lawrie as Chief Financial Officer. Andy Smith to become Chief Strategic Officer on a part-time basis;

· Bright Bricks employees, including key personnel, retained within the enlarged Group.

David Ciclitira, Executive Chairman at Live Company Group, said: “At the beginning of this year, I had three specific goals for the Group: the consolidation of the BRICKLIVE brand in Asia; the establishment of the BRICKLIVE brand In the United States; and the acquisition of Bright Bricks Holdings Limited. This deal reinforces my final goal. The Group through BRICKLIVE, has created a global brick-based brand, whilst Bright Bricks is one of the world’s premier brick model building companies. With the combination of the businesses, the Directors believe LVCG will be one of the most significant brick-based companies in the world.”

Simon Horgan, Executive Chairman at Bright Bricks, said: “‘Over the past 2 years, Live Company Group has become an important customer for Bright Bricks. We have collaborated on many exciting and highly creative projects where Bright Bricks has used its skills to create unique event content. The joining of our two companies will allow us to fully service and supply the global Bricklive network of events from within our own resources. Bright Bricks has an extensive portfolio of touring assets and a highly skilled design and building team that will now be integrated into Live Company Group. We have many new concepts waiting to launch and look forward to an exciting future together.”

Placing Statistics

Placing Price

65p

Number of Existing Shares

53,779,218

Number of Placing Shares

4,615,381

Number of Consideration Shares

8,461,536

Number of Fee Shares

238,460

Gross proceeds of the Placing

£3.0m

Net proceeds of the Placing (including Cash Consideration)

£2.64m

Number of Shares in issue immediately following First Admission

Number of Shares in issue immediately following Second Admission

58,633,059

67,094,595

Percentage of enlarged share capital represented by the Placing Shares, the Fee Shares and the Consideration Shares

19.85%

Deferred Consideration (payable October 2019)

£0.833m

The Placing Shares, the Consideration Shares and the Fee Shares are being issued under the Company’s existing authorities.