Live Company Group plc
Registered Number 00630968
Annual report for the year ended 31 December 2021
Page 1 of 87
Live Company Group plc
CONTENTS
DIRECTORS AND ADVISORS
CHAIRMAN’S STATEMENT
STRATEGIC REPORT
FINANCE DIRECTOR’S REPORT
CORPORATE GOVERNANCE REPORT
DIRECTORS’ REPORT
SECTION 172(1) STATEMENT
DIRECTORS’ RESPONSIBILITIES STATEMENT
REPORT OF THE INDEPENDENT AUDITOR
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION
CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN EQUITY
CONSOLIDATED AND COMPANY STATEMENTS OF CASH FLOWS
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
3
4
7
14
18
27
30
32
33
40
41
43
45
46
Page 2 of 87
Live Company Group plc
DIRECTORS AND ADVISORS
Directors
David Ciclitira (Chairman)
Serenella Ciclitira (Non-Executive Director)
Ranjit Murugason (Senior Non-Executive Director)
Bryan Lawrie (Non-Executive Director)
Stephen Birrell (Non-Executive Director)
Public Limited Company No.
00630968 - incorporated in England and Wales
Bryan Lawrie
3 Park Court
Pyrford Road
West Byfleet
Surrey
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Beaumont Cornish Limited
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Nominated and Financial Adviser
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Page 3 of 87
Live Company Group plc
CHAIRMAN’S STATEMENT
2021 was a tough year for everyone on a personal level. From a business perspective many
industries were hard hit – events being one of them – with several companies closing their doors
forever. Restrictions in place continued to impact LVCG’s opportunity for growth. In fact, as an events
based company we were fortunate to still be operational during the second half of 2021. In spite of
this LVCG was able to announce in December 2021 a new revenue stream for 2022 onwards –
KPOP.Flex.
KPOP.Flex
In December 2021 after a year of negotiations I was delighted to finally be able to launch KPOP.Flex
- Europe’s largest KPOP multi-artist festival which took place in May 2022 in the iconic DB Frankfurt
Stadium.
In February 2022 we announced that the tickets for 14 May 2022 were completely sold out and we
announced the second day adding two additional artists to the roster. The final artists included:
ENHyphen, NCT-dream and Kai.
We then partnered with KTO-Korean Tourism Office to host a Korean culture festival as a part of the
fan festival.
Revenue from KPOP.Flex is derived from several sources: ticket sales, merchandising, sponsorship
and streaming. We await the final reconciliation, however it is expected that there will be a positive
contribution to our 2022 Group results.
LVCG’s strategy going forward is to extend the KPOP.Flex concept into other cities in Europe and
globally. The Frankfurt festival is a five-year contract, and all future contracts are envisaged to be
long term with multiple revenue streams in place. Frankfurt 2023 and London 2023 dates have been
announced.
BRICKLIVE
In 2021, our business in Q1 and Q2 was still impacted by continued COVID-19 restrictions. The
majority of the previously postponed events from 2020 largely took place in 2021 with a handful
occurring in 2022. Several new events with first time customers also went ahead.
In Q1 we signed a contract within our corporate build division representing a Climate Change
Environment with a branch of the UK Environment Agency.
In March 2021 a contract for BRICKLIVE Supersized with John Ball Zoo (USA) was signed and ran
from May 2021 until September 2021.
BRICKLIVE Supersized popularity was confirmed with a further booking for Naples Zoo that was
secured in April 2021 and followed on from John Ball Zoo in October 2021. The sunshine strategy
(using assets all year round in ‘summer’ states) continued to bear fruit for the Group in 2021.
Q3 saw bookings with Wolverhampton Art Gallery (BRICKLIVE Fantasy Kingdom), McArthur Glen
Italy (Nick Jr) and an additional USA booking with Capron Zoo in Massachusetts for BRICKLIVE
Animal Paradise.
Q4 saw a variety of Christmas bookings and further USA and European events, including Les Grands
Prés Shopping de Wallonie, Mons, Belgium; Les Automnales, Geneva, Switzerland; and Naples
Zoo, Florida, USA.
Page 4 of 87
Live Company Group plc
CHAIRMAN’S STATEMENT
One event we are extremely proud of is the inaugural BRICKLIVE Brickosaurs Tour at Singapore
Zoo which ran from November 2021 until May 2022. It represented a return to business in Asia
despite extremely challenging COVID-19 restrictions which continue to hamper further growth in the
region. Singapore Zoo is one of the most iconic zoos in the world and it was a privilege to work with
the team there. BRICKLIVE received a lot of positive social media exposure thanks to Singapore
Zoo.
During 2021 BRICKLIVE continued its building program which culminated in Brickosaurs Evolution,
which launched at Marwell Zoo at the end of March 2022. We also saw an increased demand in
consumer sets and corporate builds including a bespoke kit for Ineos.
Trading has remained extremely difficult for much of 2021 with COVID-19 restrictions limiting the
number and size of events and as a result the Division has continued to make losses in the trading
period. However, I am encouraged by the return to close to full operational capacity with 42 events
taking place in 2021 (down from a high of 71 in 2019) and 40 already scheduled for 2022.
LCSE
In December 2020 we announced the creation of a new Sports and Entertainment division – Live
Company Sports and Entertainment (‘LCSE’). The division focuses on live sports, entertainment,
and music events.
Due to the ongoing effects of COVID-19 there were no events for most of 2021 however The Cape
Town Cycle Tour finally took place on 10 October 2021, which was a great success.
A number of events have been confirmed for 2022 and 2023 including, the 2022 and 2023 editions
of The Cape Town Cycle Tour, Pick n Pay Wine Festivals and the Cape Town stopover of the Global
Ocean Race (confirmed for February 2023).
Formula E
With the acquisition of E Movement Holdings Limited. (‘EMHL’) in December 2020 LVCG acquired
the right to sell sponsorship and the management for the upcoming Formula E race in Cape Town
planned for the February 2023, (postponed from February 2022 due to ongoing COVID-19
restrictions in South Africa).
E Movement (Pty) Limited (‘EMPL’), the South African based promoter of Formula E, Cape Town,
has signed a contract with Formula E Holdings for the rights to promote the Cape Town Formula E
race for a 10-year period beginning 2023.
In March 2021 I met with Formula E and its major sponsors for the Cape Town track reveal. There
will be several additional related events in 2022 as we prepare for the inaugural Cape Town race.
StART Art Global Limited Investment
In May 2021 we announced the subscription for a minority interest of 18.6% of issued share capital
in Start Art Global Limited (‘StART.Art’). StART.Art is building an online sales platform (with several
potential revenue streams including potential for non-fungible tokens (‘NFT’s).
The StART.Art platform was soft launched on 22 June 2021 and went live in October 2021. In
November StART.Art acquired Start 2013 Limited, the promoter of the physical Start Art Fairs. In
May 2022 StART.Art launched StART Art Fair Seoul which is due to take place in September 2022.
Page 5 of 87
Live Company Group plc
CHAIRMAN’S STATEMENT
At the end of 2021 the LVCG shareholding in StART.Art increased to 19.9% following a
reorganisation of the capital structure of StART.Art.
Corporate
In May 2021 and December 2021, we raised a total of £1.9m via two separate placings to facilitate
the investment into StART.Art and to fund the initial capital requirements for the launch of KPOP.Flex
(prior to ticket revenue being generated) and to provide working capital for the Group. Post balance
sheet in March 2022 we raised £0.8 million (gross) via a placing - introducing a new institutional
client into the share register.
Following the resignation of three Directors in February 2021 and as referred to in the announcement
on 4 May 2021 the Company appointed a new independent Non-Executive Director Stephen Birrell.
The Company still intends to conduct a full board review with the intention of making further changes
during the latter half of 2022.
I would like to personally thank the team for all their efforts and for their ongoing support and energy
especially during the lockdown period and hard work in continuing to develop and diversify the Live
Company Group brand.
David Ciclitira
Chairman
29 June 2022
Page 6 of 87
Live Company Group plc
STRATEGIC REPORT for the year ended 31 December 2021
Our aspiration
To become a multi-divisional multi-brand, revenue-producing group that encompasses memorable
experiences in sports, music and live entertainments, together with opportunistic minority
investments in complementary but ‘COVID-19 Proof” businesses.
BUSINESS MODEL
Value creation through global expansion
Having rapidly established a presence in Europe, Asia, South and North America, the Group plans
to continue investment in the KPOP.Flex (via KPE), BRICKLIVE and LCSE divisions with the
intention of increasing recurring revenue via key partnerships and the introduction of new concepts.
Securing
Long Term
Partnerships
Increasing
LVCG Assets
Growing
Global
Presence
Generating
Sustainable,
Recurring
Revenue
• Securing key long-term global partnerships with Licensed Partners and IP partners as well
as sports and entertainment event owners enabling popular sports, entertainment and
edutainment events to be replicated in multiple territories;
Increasing our assets introducing new divisions and ensuring our content and our events are
current and fresh, giving audiences what they want to see and capitalising on global trends;
• Generating sustainable recurring revenue through developing a loyal and repeat customer
•
base through the expansion of existing brands; and
• Enhancing our global presence by expanding the number of territories in which KPOP.Flex
BRICKLIVE, LCSE events are held.
Page 7 of 87
Live Company Group plc
STRATEGIC REPORT for the year ended 31 December 2021
1. Key Performance Indicators (‘KPIs’)
The primary objectives of the Group in the first half of 2021 was to SURVIVE whilst maintaining the
BRICKLIVE and LCSE brands globally and securing the production of content for 2021 and beyond.
In the second half of the year the focus shifted to diversification of revenue with the acquisition of
StART.Art and the launch of KPOP.Flex.
The principal internal KPIs revolve around the core objectives:
Revenue growth
2021
44%
2020 Reasons for movement
(66%) Relaxation of COVID-19 related
restrictions from Q3 and launch of LCSE
Number of BRICKLIVE Tours
27
24*
Number of Events
42
20
*in 2021 some models have been re
organised and amalgamated into new
tours, 2020 comparisons have been
restated based on these new tours
Relaxation of COVID-19 related
restrictions from Q3
Number of IP properties
7
7
Focus on building long term multi territory
relationships with key brand owners
New metrics to measure performance of new divisions and investments such as KPOP.Flex and
brands will be introduced in the next Annual Report.
2. Future developments
As discussed in the Chairman’s Statement, the Group is focused on diversification of revenue
streams and the expansion of our brands across live sports and entertainment, BRICKLIVE events
coupled with opportunistic minority investments in complementary businesses.
Particular geographic locations of interest are Asia, South Africa, Europe, America and the Middle
East. The Directors are investing significant time and resources into developing new business in
these regions as they have been identified as markets which can deliver growth for the Group.
3. Principal Risks and Uncertainties
Managing Our Risk and Opportunities
Risk management is central to achieving the Group’s strategy and delivering long-term value to
shareholders. The Board, its Committees and the Executive Team are actively engaged in setting
the risk appetite as well as managing both risks and opportunities to the Group.
Definition of Risk
Risk is defined as a potential future event that may influence the achievement of business objectives.
This includes both ‘upside’ (opportunity) and ‘downside’ (threat) risks. Risks and opportunities can
come from a variety of sources and can be directly related to the Group’s operational and commercial
activities and support functions, or they can arise externally: from third parties such as Joint
Venture partners, suppliers, regulators, competitors; from the economic environment or political
climate.
Page 8 of 87
Live Company Group plc
STRATEGIC REPORT for the year ended 31 December 2021
Risk Management
The Group operates to ensure that risks are identified, understood, agreed, communicated and acted
upon in a timely and consistent manner. It enables informed resource allocation and the delivery of
expected results by providing a structured way to recognise the unexpected and be prepared for it.
The main objectives for the Group risk management system are:
− Support the achievement of business objectives and safeguard Group assets;
− Integrate consistent risk management methodology into key business processes;
− Create a risk-aware culture where staff actively identify and respond to risks and opportunities;
and
− Ensure compliance with legal, regulatory, and ethical requirements.
Identifying Risk and Ownership
Risk management is actively promoted from both a top-down and bottom-up approach where all
individuals in the organisation are empowered to highlight risks and opportunities to the business.
All agreed risks are allocated to an individual risk owner with mitigations and actions followed up
through quarterly reporting to the Executive Team and biannual reporting to the Audit Committee.
Our Principal Risks
The table below indicates the principal risks the Group faces and has been produced following a
robust assessment of risk, including consideration of those that would threaten its business model,
future performance, solvency or liquidity. The list is not exhaustive or in priority order and may
change over time.
Risk
1. Severe disruption in
global economic
activity (including
global pandemics)
2. Insufficient funds to
operate and sustain
the business
Impact
− Severe reduction in
economic activity
reducing revenue,
profitability and cash flow
in all operating markets
and territories
simultaneously
Control Measure
− Diversified revenue base
− Ensure sufficient cash to
Owner
Executive
Chairman
navigate complete
shutdown
− Unable to fund work
− Long term cashflow
programme, or strategic
objectives
−
Impact to long term
viability of the business
management
− Finances are controlled
through annual planning
process with regular
forecast updates
− Active commitment
management and tracking
for main contracts
Executive
Chairman
Head of
Live
Operations
3. Protection of IP
− Loss of advantage to
− Build strong relationships
competitors infringing IP
reducing revenue,
profitability and cash flow
with partners
− Actively monitor potential
IP legislation changes
− Possible claims regarding
infringement of
proprietary rights
trademarks or patents
Page 9 of 87
Live Company Group plc
STRATEGIC REPORT for the year ended 31 December 2021
4. Licensee partner
performance
−
Inability/delay to grow
revenue and profitability
form successful events in
new territories
− Develop a pipeline of
potential new business
and partners
Head of
Live
Operations
− Allocate adequate
resources to ensure a
steady pipeline year round
− Continue diversification to
reduce dependency on
individual licence partner
performance
5. Business retention
− Contract losses
− Develop continuous
Director of
Sales
− Damage to reputation
− Reduced appetite by
investors
dialogue with existing
clients
− Engage senior
−
management support with
key relationships
Increase focus on account
management team to
ensure the sales process
is as smooth as possible
for clients
− Ensure delivery of projects
meet expected standards
and contractual
obligations
6. Change in regulatory
or fiscal regime
− Regulatory and tax
changes affect
profitability and viability of
projects and operations
− Regular engagement and
communication with
government and in-
country stakeholders
Executive
Chairman
− Delay to projects while
changes are agreed
− Monitor potential changes
in legislation
− Potential renegotiation
with licensed and IP
Partners
− Seek stabilisation
provisions in key
agreements
7. Production
constraints
−
−
Inability to deliver certain
projects on time
Inability to acquire
sufficient bricks and
model builders
− Proactive involvement
with a variety of suppliers
of bricks
Head of
Live
Operations
−
Investigate alternative
models such as franchises
to avoid potential
production bottlenecks
− Continuous training and
development of builder
workforce and increase
employee retention
8. Investment risks
− Group fails to meet
− Ensure market
forecasts and therefore
market expectations
communication is timely
and accurate
Executive
Chairman
Page 10 of 87
Live Company Group plc
STRATEGIC REPORT for the year ended 31 December 2021
9. Major Health and
Safety Executive
(HSE) event
− Emergence of new
− Engage in regular market
competitors or industry
disruptors
− Equity raises may dilute
the interests of existing
shareholders
− Loss of life or injury to
personnel
− Environmental impact
− Reputational damage
− Exposure to litigation
reviews
− Seek a diversified capital
structure with alternative
funding solutions
− Highly skilled, competent,
and qualified personnel
and subcontractors
Chief
Operating
Officer
− Training provided as
required
− Management and Board
− Financial and operational
commitment
losses
10. Loss of key personnel − Loss of shareholder
confidence
− Lack of direction and
leadership within the
Group
− Loss of expertise and
knowledge
− Robust operational HSE
processes and procedures
− HSE Committee reviews
and regular HSE meetings
and engagements
−
Insurance cover
Executive
Chairman
− Competitive remuneration
package in place for key
executives, benchmarked
regularly relative to the
market
− Succession planning
Page 11 of 87
Live Company Group plc
STRATEGIC REPORT for the year ended 31 December 2021
OPERATIONAL REVIEW
In 2021 we merged some of our revenue divisions within BRICKLIVE and added a further revenue
producing division with the introduction of LCSE. Additionally in late 2021, we announced our new
KPOP division - KPOP.Flex.
Between all divisions, 42 events were held in 2021, this was despite the third lockdown in Q1 and
part of Q2. There were no cancellations and only one event was postponed to 2023 due to COVID-
19 restrictions in South Africa.
BRICKLIVE Tours and Trails
Our zoo programme is going from strength to strength and there is a significant expansion in both
the UK and the USA with bookings in Marwell Zoo, Paignton Zoo, Knowsley Zoo and John Ball Zoo
Michigan, Naples Zoo in Florida and Capron Park Zoo in Massachusetts.
Production of new tours continued with BRICKLIVE Animal Wonders, a second Paw Patrol tour, and
Brickosaurs Evolution built during the year. Additionally new models were built to supplement
existing tours and some smaller tours were reorganised and amalgamated into new touring sets.
Including Brickosaurs Evolution which premiered at Marwell Zoo in March 2022 we now have 27
tours; 8 large tours, 14 small tours and 5 Christmas themed tours.
BRICKLIVE Shows and Events
As in 2020 COVID-19 restrictions again prevented any BRICKLIVE shows taking place in 2021,
however our largest ever Graffiti Wall did put in an appearance at the StART Art Fair at the Saatchi
Gallery in October 2021. BRICKLIVE shows are due to return in 2022 with The Great Brick Adventure
at the ICC Wales in June 2022 and BRICKLIVE in the Park taking place at Battersea Park in August
2022.
BRICKLIVE Custom Builds
The custom brick models and sets business has proved more resilient than events during COVID-
19 related restrictions, providing a way for clients to engage their stakeholders during a time when
trade shows, corporate entertainment and other traditional engagement activities are limited.
In Q1 of 2021 we signed a contract with the UK Environmental Agency to design and build a 3D
model representing a Climate Change environment which will include a river running into the sea,
cycle paths next to a river, houses with solar panels and wind turbines.
LCSE
In December 2020 we acquired a number of contracts, introduced several new concepts and
launched our new Sports and Entertainment division, LCSE.
As well as a number of contracts novated from WSSA, our former JV partner in South Africa, the
new division is also home to our involvement in K-Pop and Formula-E.
The Cape Town Cycle Tour took place in October 2021 and post balance sheet the cycle tour was
run again in March 2022.
The food and wine festivals took place in Q4 2021 in Cape Town, Johannesburg, Pretoria and
Durban and again post balance sheet the wine festivals will be going ahead in Q2 2022.
Formula E
Unfortunately, due to the ongoing impacts of the COVID-19 pandemic that continued to be felt in
South Africa and internationally, the inaugural Cape Town E-Prix is now set to be staged in Season
9 (ie in 2023), rather than Season 8 as originally intended and announced, delaying by one year the
Page 12 of 87
Live Company Group plc
STRATEGIC REPORT for the year ended 31 December 2021
commencement of the five-year (with additional five year option) commitment to host E-Prix in Cape
Town.
There will still be further key events in 2022 building up to the inaugural race. In March 2022 the
track reveal occurred where the Formula E team came to Cape Town. An e-Investment seminar to
map out a 10 year programme of strategies to drive the e-mobility economic sector and positive
effects on climate change with LCSE leading the preparations to host the maiden race in Cape Town
was also held.
In November 2021 the Company completed the purchase of a 20% interest in E- Movement (PTY)
Limited (‘EMPL’).
KPE
In December 2021 KPE, the Company’s 50% owned subsidiary, announced the first KPOP.Flex
festival would take place in Frankfurt, Germany on 14 May 2022. The festival was subsequently
extended to a second day featuring K-Pop titans Monsta X, (G)I-DLE, NCT-dream, ENHyphen and
Mamamoo. This is the first time a festival of this magnitude will be held in Europe.
KPE earns revenue via a number of sources including; 40% of all sponsorship revenue, 100% of the
net revenue of event related on-line merchandising, 75% of merchandising at the event, 100% of
broadcast and streaming rights (ex-Korea), annual consultancy fees of Euro 200,000 and a 40%
percentage of ticket sale profits.
Post balance sheet dates for KPOP.Flex Frankfurt have been confirmed for 17-18 June 2023 and a
second KPOP.Flex festival has been confirmed for the O2 arena, London for 22-24 September 2023.
StART.Art
In May 2021 the Company acquired a 18.6% interest in StART.Art, an online digital art platform. In
November 2021 StART.Art acquired the entire issued share capital of Start (2013) Limited, the
promoter of the StART Art Fair, in an all share transaction, resulting in a decrease in the Company’s
interest in the enlarged group from 18.6% to 14.6% with no diminution of value. In December 2021.
following a reorganisation of the capital structure of StART.Art, LVCG’s holding increased to 19.9%.
Page 13 of 87
Live Company Group plc
FINANCE DIRECTORS’S REPORT for the year ended 31 December 2021
2021 was a year of false starts and retrenchments with BRICKLIVE and LCSE both facing
challenging trading conditions in the markets in which they operate. Despite these difficulties the
newly formed LCSE division achieved a divisional net profit of £33,000 in its first year and although
both the BRICKLIVE Models and Sets, and Tours and Trails divisions remained loss making the
continued focus on costs reduced divisional net losses by 73% (loss of £203,000 compared to 2020
loss of £748,000) and 42% (loss of £1,190,000 compared to 2020 loss of £2,047,000) respectively.
The Group continued to makes use of the Coronavirus Job Retention Scheme receiving a total of
£185,000 (2020: £425,000) during the year.
Revenue
Gross profit/(loss)
Gross profit/(loss) %
Administrative expenses
Share of results of associate
Operating loss before exceptional items
Addback: Depreciation and amortisation
Pre-exceptional items EBITDA loss
Exceptional items:
Share option and warrant charge
Other exceptional costs
Total exceptional costs
Depreciation and amortisation
Finance costs
Taxation
Loss after tax
2021
£’000
2,674
36
1%
(2,880)
-
(2,844)
1,149
(1,695)
(285)
(79)
(364)
(1,149)
(108)
(61)
(3,377)
2020
£’000
1,857
(699)
(38%)
(3,213)
-
(3,912)
824
(3,088)
(278)
(4,077)
(4,355)
(824)
(110)
144
(8,233)
Pre-exceptional items EBITDA (PXEBITDA)
The Group uses the alternative performance measures PXEBITDA to allow the users of the
consolidated financial statements to gain a clearer understanding of the underlying performance of
the business without the impact of one off non-recurring costs of an exceptional nature.
Revenue
Revenues from operations increased 44% from £1,857,000 in 2020 to £2,674,000 in 2021; with the
new LCSE division contributing £849,000 (2020: £nil) and BRICKLIVE contributing £1,825,000
(2020: £1,857,000) a fall of 3% resulting from a fall in fees paid by international licence partners due
to the ongoing effects of COVID-19.
Regional analysis
The impact of COVID-19 continued to be felt in all markets and sectors in which the Group operates
however it was felt most acutely in Asia where revenues fell 66%, from a very low base in 2020
Europe has increased 555% and the launch of LCSE has significantly increased revenues from the
Middle East and Africa region.
Page 14 of 87
Live Company Group plc
FINANCE DIRECTORS’S REPORT for the year ended 31 December 2021
United Kingdom
Europe
USA
Asia
Middle East & Africa
2021
£’000
999
321
314
147
893
2,674
2020
£’000
1,013
49
265
434
96
1,857
% change
(1%)
555%
18%
(66%)
830%
44%
Gross profit
In the prior year due to the higher operating costs of remaining COVID-19 compliant and reduced
revenues associated with lower visitor numbers and restricted opening during the pandemic gross
profit per event was significantly reduced, additionally a material component of cost of sales
comprises depreciation on content assets which are not dependent on the number of events or
revenue. The second half of 2021 saw COVID-19 restrictions lifted and an increase visitor numbers
which resulted in a gross profit for the year of £36,000 (2020: gross loss £699,000).
Exceptional items
Exceptional items as detailed in Note 6 to the consolidated financial statements totalled £364,000
(2020: £4,355,000), These relate to IFRS 2 share option and warrant charges and transactional and
reorganisational costs, and the impairment of associate and intangible assets.
Finance costs
Finance costs comprise loan interest charges, interest on lease liabilities in accordance with IFRS
16, and other interest charges.
Tax
The tax charge relates to deferred tax arising on timing differences and an adjustment to the prior
year relating to Research and Development Tax Credits.
Loss per share
The loss per share decreased to 2.6p (2020: loss 9.8p) as set out in Note 12 to the consolidated
financial statements.
Cash flows
The Consolidated Statement of Cash Flows is set out on page 45 to these consolidated financial
statements.
Statement of Financial Position
The Consolidated Statement of Financial Position as at 31 December 2021 shows the Group’s total
net assets having decreased to £5,422,000 (2020: £5,769,000).
Capital expenditure
The Group maintained a reduced build programme throughout the year, completing three new tours
Animal Wonders, Caledonia and a second Paw Patrol set as well as augmenting the existing
Christmas , this equated to content additions during the year of £586,000 (2020: £921,000).
Investments and impairment
In May 2021 the Company subscribed to 389 ordinary shares in Start Art Global Limited.
(‘StART.Art’), representing a non-controlling stake of 18.6% of the total issued share capital of the
company, for a total consideration of £1,000,000. Prior to the transaction StART.Art was 100%
owned by David Ciclitira and Ranjit Murugason as detailed in Note 32.
In November 2021 StART.Art acquired the entire issued share capital of Start (2013) Limited, the
promoter of the StART Art Fair, in an all share transaction, resulting in a decrease in the Company’s
Page 15 of 87
Live Company Group plc
FINANCE DIRECTORS’S REPORT for the year ended 31 December 2021
interest in the enlarged group from 18.6% to 14.6% with no diminution of value. Prior to the
acquisition Start (2013) Limited was 100% owned by David Ciclitira and Ranjit Murugason.
In December 2021, following a reorganisation of the capital structure of StART.Art, StART.Art issued
a further 180 ordinary shares to LVCG for nominal consideration increasing LVCG’s holding to
19.9%.
In November 2021 the Company purchased 271 ordinary shares, representing 20% of the total
issued share capital, in E Movement (PTY) Limited ('EMPL') from David Ciclitira for a total
consideration of £113,460. These shares were originally purchased by David Ciclitira (acting in his
personal capacity) for the same amount in anticipation of them being transferred to the Company.
EMPL is the South African based promoter of the Cape Town E Prix which has been confirmed for
Series 9 of the ABB FIA Formula E World Championship and due to take place in February 2023.
As detailed in Notes 15, 16, 17 and 18 to the consolidated financial statements the Directors
considered the carrying value of investments, goodwill and intangible assets including in the in light
of the continued impact of COVID-19, together with the effects of the measures taken to contain it,
in the markets in which the Group operates and have determined the changes, as described in the
following table, were required at 31 December 2021.
Change in carrying value
Brick Live Far East Limited
Brick Live Group (incorporating Bright Bricks Limited)
Parallel Live Group
Total (decrease)/increase
Net goodwill/investments 1 January 2021
Additions
Net goodwill/investments 31 December 2021
Group
£’000
-
-
(12)
(12)
896
-
884
Company
£’000
-
3,816
(116)
3,700
6,025
1,113
10,838
Due to the improved outlook for Brick Live Group the directors determined a partial reversal of the
2020 impairment in the carrying value of the Company’s investment in Brick Live Group was required.
Cash and debt position
At the year end, the Group had total cash balances of £211,000 (2020: £168,000) and total
borrowings of £1,678,000 (2020: £2,045,000) giving a net debt figure of £1,467,000 (2020:
£1,877,000). During the year, the Group raised new equity in May 2021 and December 2021 as
detailed in Note 27.
As at 31 May 2022 the Group had total cash balances of £114,000 and total borrowings of
£1,434,000.
Share options and warrants
During the year 1,500,000 (2020: 75,000) warrants were issued to investors and service providers
resulting in an exceptional charge as detailed in Notes 6 and 30 to the consolidated financial
statements.
In addition 11,428,572 (2020: 16,810,000) warrants were issued to investors as part of an equity
raise and are therefore outside the scope of IFRS 2 and consequently there is no share-based
payment charge in respect of these warrants.
Going concern
Based on the Group’s balance sheet and a review of its forecast future operating budgets and
forecasts, the Directors have a reasonable expectation that the Group has adequate resources to
Page 16 of 87
Live Company Group plc
FINANCE DIRECTORS’S REPORT for the year ended 31 December 2021
continue in operational existence for at least twelve months from the date of signing of these
consolidated financial statements. This review of future operating budgets and forecasts included
certain reasonable downside scenarios and confirmed that even in the case of such downside
scenarios the Group could continue to operate and comply with all covenants in our banking facilities.
Accordingly, the Directors have adopted the going concern basis in preparing the Annual Report and
consolidated financial statements.
The Directors have assessed the viability of the Group over a five-year period, taking account of the
Group’s current position and prospects, its strategic plan and the principal risks and how these are
managed. Based on this assessment, the Directors have a reasonable expectation that the Group
will be able to continue in operation and meet its liabilities as they fall due over this period.
In making this assessment, the Directors have considered the resilience of the Group in severe but
plausible scenarios, taking into account the principal risks and uncertainties facing the Group and
the effectiveness of any mitigating actions. The Directors’ assessment considered the potential
impacts of these scenarios, both individually and in combination, on the Group’s business model,
future performance, solvency and liquidity over the period. Sensitivity analysis was also used to
stress test the Group’s strategic plan and to confirm that sufficient headroom would remain available
under the Group’s credit facilities. The Directors consider that under each of these scenarios, the
mitigating actions would be effective and sufficient to ensure the continued viability of the Group.
The Directors believe that five years is an appropriate period for this assessment, reflecting the
average length of the Group’s contract base; key markets; and the nature of its businesses and
products.
Summary
The ongoing effects of COVID-19 continued to exert a severe negative pressure on the Group and
the markets and sectors in which it operates throughout much of the year. The easing of restrictions
in the latter part of the year, provides an optimistic note demonstrating the Groups resilience and
readiness to resume when the remaining overseas restrictions are lifted.
Richard Collett
Finance Director
29 June 2022
Page 17 of 87
Live Company Group plc
CORPORATE GOVERNANCE REPORT for the year ended 31 December 2021
Live Company Group plc Board of Directors
David Ciclitira (Executive Chairman)
During his 37 year career, through his innovative vision, drive and creativity, David Ciclitira has
played a significant role in shaping today's satellite broadcasting and sponsorship landscape. David
was one of the four original shareholders of Europe's first satellite television station, Satellite
Television plc (‘SATV’), which was renamed SKY following the sale in 1983 of 65% of SATV to
Rupert Murdoch's News Corporation. David remained with Sky as Deputy Managing Director until
the end of 1986 when he left to found the original Parallel Media Group (‘PMG’).
In 1987 David founded PMG and in 1998, under David’s guidance, PMG entered into a joint venture
with NBC for the formation of CNBC Sports International Limited, the international sports
broadcasting arm of NBC which was broadcast on its CNBC Europe and CNBC Asia platforms. PMG
successfully sold its shareholding in CNBC Sports to NBC in 2004. David has revolutionised the
sports marketing strategies of some of the world's leading Federations - taking European Tour golf
out of Europe and into South Africa and then Asia (including introducing the first professional golf
tournament to China at Mission Hills), re-launching the World Cup of Golf and bringing the event
under the wing of the Five Tours, representing the World Nordic Ski Championship on behalf of the
FIS, overseeing the sponsorship and broadcast strategies of the Davis Cup, raising sponsorship for
the first ever Jordan Formula One team with 7Up, representing the commercial rights of the Ladies
European Golf Tour, instigating the commercialisation of the English and Italian Rugby Unions, and
creating the Tour of China cycling race.
David’s reputation as a leading marketer and dynamic entrepreneur in the Asian marketplace led to
the establishment of a joint venture with Live Nation to form Live Nation Marketing Partnership Asia
Limited (‘LNMPA’). In only two years since its inception, under David's guidance, LNMPA raised
many USD millions in funding for a new annual Electronic Daisy Carnival festival in Tokyo.
In May 2016, David invested in Brick Live Group and became its Chairman and its majority
shareholder. In December 2018, David reversed Brick Live Group and its sister company Parallel
Live Group into Live Company Group Plc (LVCG), which is admitted to trading on the AIM market of
the London Stock Exchange. David is the current largest shareholder and Executive Chairman of
LVCG.
This wealth of experience allows David to provide first class leadership skills to LVCG at the same
time as being able to drive and accelerate new business opportunities.
Bryan Lawrie (Non- Executive Director)
Bryan started his career in the London office of PKF, heading up the Business Support service team.
This followed with a period of providing CFO services on a portfolio basis and then founding CFO
Partners in early 2015. Bryan is an experienced interim CFO, working with CEO’s and other Board
directors advising on both business and financial strategic matters.
Bryan’s previous experience in many CFO roles provides LVCG with a wealth of financial and
commercial accounting skills required in a fast-moving organisation. His understanding of working
with dynamic business models provides a robust platform to help grow the business.
Ranjit Murugason (Senior Non-Executive Director)
Ranjit joined the Board of PMG in 2010. Ranjit has over 20 years’ experience in strategic advisory,
corporate finance and investment banking and capital markets in Europe, Asia, the Middle East and
the USA. He is the founder and Managing Director of Urban Strategic, established in London in 2003
and currently headquartered in Singapore. Previously Ranjit served as a Managing Director of the
Page 18 of 87
Live Company Group plc
CORPORATE GOVERNANCE REPORT for the year ended 31 December 2021
investment banking division of ABN Amro and was a senior advisor to GMR Group, one of India’s
largest multinational infrastructure businesses.
Ranjit’s corporate finance experience provides the Board with first class corporate strategy and
structure advice.
Serenella Ciclitira (Non-Executive Director)
Serenella (also known as Maria Serena Papi) has an Honours Degree in Art History from Trinity
College, Dublin and since 2003 has been an Honorary Fellow at the Royal College of Art, London.
She has worked extensively with art galleries and artists around the world. Between 1992 and 2000
Serenella was Group Managing Director of the pan-European satellite broadcaster Super Channel
(which later became NBC Europe) and from 1998-2016 she was Managing Director of PMG which
specialised in sport and music, during this period Serenella was also a Director of CNBC Sport. In
2017 Serenella joined the Board of LVCG. Serenella Ciclitira is David Ciclitira’s long term partner.
Serenella’s international expertise provides the Group with an effective sounding board when dealing
with different cultures around the world. Serenella gives the Board a gender balanced view of matters
being discussed.
Stephen Birrell (Independent Non-Executive Director)
Stephen has been working at board level and in senior executive levels for the past 16 years. He
has over 35 years of experience in business and technical roles since graduating from Strathclyde
University in 1985. He has co-founded several niche companies during that time including Granite
Rock, a sports and competition based business; a niche technical consultancy; a knowledge
management and software business and was instrumental in growing and improving a number of
developing businesses.
He focuses on areas of business performance improvement, assurance, and corporate
development, working with teams to achieve successful outcomes.
Stephen is an executive director of Ossian Energy Limited and an independent non-executive
director for Ascent Resources Plc and is based in London.
The Executive Team
The Executive Team (formerly named Executive Board) was created early in 2019 and is chaired by
David Ciclitira, the Group’s Executive Chairman and attended by Richard Collett, Finance Director,
Nicola Gross, Head of Live Operations and Sarah Ullman, COO. The Executive team is responsible
for day-to-day operations and the development of strategic plans which are considered by the Board.
The Executive Team contains additional expertise in production, operations, design services as well
global event planning events and ordinarily meets each month. Since the COVID-19 outbreak, the
Executive Team has been meeting regulalry. It consists of:
Name
David Ciclitira(1)
Nicola Gross
Sarah Ullman
Notes:
(1) Executive Chairman on the Board of Live Company Group plc
Position
Executive Chairman
Head of Live Operations
Chief Operating Officer
The Group is currently recruiting a new Chief Financial Officer, in the interregnum Bryan Lawrie, a
Non-Executive director, is taking an active role in supporting the Executive Team in relation to the
Groups finances and accounts.
Page 19 of 87
Live Company Group plc
CORPORATE GOVERNANCE REPORT for the year ended 31 December 2021
Shareholder Relations
During the year, we engaged with our shareholders through a number of channels. We released a
number of Company Newsletters to keep shareholders updated. However, due to the pandemic
where live meetings were not permitted the Company held a number of video Q&A sessions in 2021
and they introduced a new and exciting platform called, ‘Investor Meet’ where individuals and
businesses are able to connect regardless of the number of shares they own or where they are
located.
Page 20 of 87
Live Company Group plc
CORPORATE GOVERNANCE REPORT for the year ended 31 December 2021
Chairman’s Corporate Governance Statement
Dear Shareholders
As Chairman I am committed to ensuring that good corporate governance is adhered to and
recognise that it underpins the foundations of business. The Board is committed to fit-for-purpose
corporate governance across the business, from executive level and throughout the business. The
Company made the decision to adopt the Quoted Companies Alliance Corporate Governance Code
2018 (‘the QCA code’). The QCA Code and the principles contained within this code are valued by
the Company and seen as essential building blocks for the underlying development of the business.
As Chairman it is my duty to ensure that excellent standards of governance are maintained and
cascaded down throughout the organisation.
The Board is fully committed to investing in the management systems and appropriate controls to
ensure that the Group's high standard of corporate governance is reflective of the quality of its
operations and service.
The Directors recognise the importance of sound corporate governance commensurate with the size
and nature of the Company and the interests of its shareholders. The Corporate Governance Code
does not apply to companies admitted to trading on AIM and there is no formal alternative for AIM
companies.
The Quoted Companies Alliance (QCA) has published a corporate governance code for small and
mid-sized quoted companies, which includes a standard of minimum best practice for AIM
companies, and recommendations for reporting corporate governance matters (the ‘QCA Code’).
The Directors comply with the QCA Code to the extent they consider it appropriate and having regard
to the size and resources of the Company.
Corporate Governance Report
The Directors recognise the importance of good corporate governance and apply the QCA Code.
The QCA Code was developed by the QCA in consultation with a number of significant institutional
small company investors, as an alternative corporate governance code applicable to AIM companies.
The correct application of the QCA Code requires us to apply the principles set out in the QCA Code
and also to publish certain related disclosures; these may appear in our Annual Report, be included
on our website or we can adopt a combination of the two approaches. Recommended locations for
each disclosure are specified in the QCA Code.
The corporate governance framework which the Group operates is based upon practices which the
Board considers appropriate for the size, risks and operations of the business.
Principle One: Business Model and Strategy
The purpose of the Group is to conceptualise, acquire rights, commercialise and deliver shows,
events and exhibitions.
The Group has licensee partners and venue operators to promote and operate BRICKLIVE shows,
events and exhibitions globally, providing both content and technical support to partners for a licence
and content fee.
In December 2020 the Group formed a new division LCSE which focuses on sport, lifestyle and
entertainment events. In 2021 we announced formation of a new KPOP joint venture called
KPOP.Flex. The inaugural KPOP.Flex festival took place on the 14 and 15 May 2022 at the iconic
44,000 seater Deutsche Bank Park stadium in Frankfurt. This is the first time a festival of this
magnitude was held in Europe.
The Group has partners throughout the world including Asia, Europe, North America, Middle East
and Africa, and is constantly seeking to expand its global network of partners. The key to the Group’s
Page 21 of 87
Live Company Group plc
CORPORATE GOVERNANCE REPORT for the year ended 31 December 2021
success is to establish strong relationships with reliable partners who have a track record of staging
events, and to supply the best quality content to our partners.
Principle Two: Understanding Shareholder Needs and Expectations
The Board is committed to communicating effectively with its shareholders.
The Board is committed to maintaining good communication and having constructive dialogue with
its shareholders on a regular basis. Institutional shareholders and analysts have the opportunity to
discuss issues and provide feedback at meetings with the Group.
In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting
(during non-pandemic times) and any other General Meetings that are held throughout the year.
Investors also have access to current information on the Company through its website,
www.livecompanygroup.com.
Principle Three: Stakeholder Responsibilities
The Board recognises the long-term success of the Group is reliant upon the efforts of the employees,
contractors, suppliers and licensee partners. The Board has put in place a range of processes and
systems to ensure the Board has oversight and contact with key management.
Employees: Good communication is essential and the management team holds weekly calls to
discuss material matters affecting the operations of the business.
Contractors and suppliers: the Group engages a number of freelancers to support the team of
permanent staff, enabling the business to scale up or down the level of support required at any time.
Freelancers are considered an important resource of the business.
Shareholders: the Group communicates regularly with its shareholders, providing information
updates using regulatory and non-regulatory news releases, the monthly Group Newsletter, keeping
the investor section of the website up to date, and posting regular news updates from shows on the
Company’s social media channels, including Instagram which was added in 2021.
Principle Four: Risk Management
The Group has an established Audit Committee, chaired by Ranjit Murugason. The Audit Committee
has responsibility for ensuring the effectiveness of risk management and internal controls on behalf
of the Board. During the annual audit process, specific risks are identified and evaluated in detail.
A whistle blowing policy is in place to enable employees to report to the Board, in confidence, any
risks or threats to the operations of the business.
The principal risks of the business are set out on pages 9 to 11. The Audit Committee reviews and
assesses these risks on an annual basis.
Principle Five: A Well-Functioning Board of Directors
The time commitment formally required by the Group is an overriding principle that each Director will
devote as much time as is required to carry out the roles and responsibilities that the Director has
agreed to take on.
In July 2021 we were pleased to announce the appointment of Stephen Birrell as an independent
Non-Executive Director. Stephen is an experienced Non-Executive and is currently a Non-Executive
Director of Ascent Resources Plc and Coro Energy Plc and holds an Executive Director role
at Ossian Energy Limited. He has a BSc Honours in Applied Geology, a background in geoscience
bringing broad experience of Corporate Governance, Project Management, Stakeholder Relations,
Joint Venture Management and Business Development. In addition to Stephen's expertise in
Page 22 of 87
Live Company Group plc
CORPORATE GOVERNANCE REPORT for the year ended 31 December 2021
business performance optimisation and development, he has a background in staging and promoting
live events and negotiating "rights agreements".
David Ciclitira occupies the dual role of Executive Director and Chairman of the Board. Given the
stage of the Company’s development, David Ciclitira’s experience in event marketing and promotion,
and his familiarity with the Company’s projects, the Company believes that it is appropriate for the
roles to be combined. The Company will keep this under review as the Company develops with a
view to splitting the roles when the Company can justify the need for and benefit from a separate
Chief Executive.
Biographical details of the Directors are set out within the governance report on pages 18 and 19.
The Executive Chairman and Non Executive Directors are engaged under service contracts requiring
between three and twelve months’ notice by either party.
The Board encourages the ownership of shares in the Company by Executive and Non-Executive
Directors alike and in normal circumstances does not expect Directors to undertake dealings of a
short-term nature.
The Board considers ownership of Company shares by Non-Executive Directors as a positive
alignment of their interest with shareholders. The Board will periodically review the shareholdings of
the Non-Executive Directors and will seek guidance from its advisors if, at any time, it is concerned
that the shareholding of any Non-Executive Director may, or could appear to, conflict with their duties
as an independent Non-Executive Director of the Company or their independence itself. Directors’
emoluments, including Directors’ interest in share options over the Company’s share capital, are set
out in the Directors' Report.
The Board has established a Compliance Committee, Audit Committee, Remuneration Committee
and a Nomination Committee.
Principle Six: Appropriate Skills and Experience of the Directors and a Group Company
Secretary
The Board currently consists of five Directors following the appointment of Stephen Birrell.
The Board considers that David Ciclitira, who acts as Executive Chairman is best placed to lead and
deliver the Group’s strategy. David founded the Group in its current form in 2017, and has the
necessary skills, expertise and global network of contacts to lead the Group through its next phase
of expansion.
The Board of Directors have a diversified skill set, experience and qualities resulting in a well-
balanced Board to deliver the strategy of the Group. The Group will ensure, where necessary, that
all Directors receive the necessary training to keep their skillset up to date.
All Directors have access to the Company Secretary who is responsible for ensuring that Board
procedures and applicable rules and regulations are observed.
Principle Seven: Evaluation of Board Performance
The Board is committed to carrying out regular evaluation of its performance and effectiveness. The
last Board evaluation was completed in 2020 and the next is planned for 2022.
Principle Eight: Corporate Culture
The Group recognises its responsibility to be socially responsible and (where possible) contribute to
social value, community development, local employment, apprenticeships, and training schemes.
The Group endeavours to follow sustainable and responsible management practices in protecting
the long-term interests of the business, its employees and community stakeholders.
Page 23 of 87
Live Company Group plc
CORPORATE GOVERNANCE REPORT for the year ended 31 December 2021
Ethics and human rights: The Group aims to conduct its business with honesty and integrity,
respecting human rights and the interests of its employees, partners and third parties. The Group
advocates high ethical standards in carrying out its business activities and has policies for dealing
with gifts, bribery, corruption, whistleblowing and inside information. The Group does not make
political donations, and any charitable donations are made where legal and ethical according to local
law and practices.
Relationships with suppliers, partners and contractors: The Group expects its suppliers and partners
to adhere to business principles consistent with its own and to implement appropriate polices and
codes of conduct. The Group is committed to maintaining positive relationships with its suppliers,
partners and contractors.
Child safety and health and safety: we are fully aware of our, and our partners’ health and safety and
child safety responsibilities. All of our partners are obliged to comply with all local health and safety
legislation to ensure the safety of all children attending BRICKLIVE events. Post COVID-19 we are
still very focused on the health and safety of our visitors.
Our people: The Group has a dynamic team, which is highly valued. The Group has adopted a share
incentive scheme for staff to ensure they can participate in the long-term success of the Group.
Local communities: the Group is committed to being a responsible neighbour, with investment in
local communities and charitable causes where appropriate.
The Company has adopted a share dealing code for the Directors and applicable employees of the
Group for the purpose of ensuring compliance by such persons with the provisions of the AIM rules
relating to share dealings in the Company’s securities. This particularly applies to the provisions of
Rule 21 of the AIM Rules and the Market Abuse Regulation. The Directors consider the share dealing
code is appropriate for a Company whose shares are admitted to trading on AIM.
Principle Nine: Maintenance of Governance Structures and Processes
The Chairman has overall responsibility for corporate governance and promoting high standards
throughout the Group. He chairs the Board and leads in the development of strategy and setting
objectives, oversees communication between the Company and its shareholders. The corporate
governance framework which the Group operates is based upon practices which the Board considers
appropriate for the size, risks and operations of the business. The Board meetings occur at least
four times a year and in 2021 there were 12 Board meetings but due to the pandemic they were
mainly virtual.
The Board is amongst other things, responsible for:
•
•
•
•
•
•
•
•
establishing and maintaining the Group’s system of internal controls;
setting strategic objectives and policies for the Group;
setting annual budgets and monitoring performance against budget;
the preparation and approval of the Group's annual report and accounts and interim results;
ensuring the financing needs of the Group are met;
approving the key terms of any significant contracts and significant expenditure;
employee welfare; and
shareholder communications.
The Non-Executive Directors provide a robust sounding board and challenge management where
necessary.
Page 24 of 87
Live Company Group plc
CORPORATE GOVERNANCE REPORT for the year ended 31 December 2021
It is crucial to ensure the Company is compliant with AIM Rule 31 and that the Company must have
in place sufficient procedures, resources and controls to enable it to comply with the AIM Rules
Compliance Committee and the AIM Rules Compliance Policy. The AIM Rules Compliance
Committee comprises Sarah Ullman, Ranjit Murugason and David Ciclitira (Chair).
The Compliance Committee was formed towards the end of 2019. It is responsible for overseeing
compliance with AIM Rules and includes weekly meetings with the Nomad. The Committee will
review the Insider Company List and will ensure this is maintained and kept up to date, where
appropriate.
The Audit Committee monitors the integrity of financial statements, oversees risk management and
internal controls, and reviews the independence of the external auditors. The members of the Audit
Committee are: Ranjit Murugason (Chair), David Ciclitira and Serenella Ciclitira. The Audit
Committee meetings occur at least twice each financial year and in 2021 met two times. In 2021, the
Committee:
• Approved audited and interim financial statements; including key judgements and policies to
ensure they are fair, balanced and understandable for our shareholders;
• Reviewed and recommended the reappointment of our external Auditor, Moore Kingston
Smith LLP, including fee structure; and
• Carried out a comprehensive review of the Company’s Financial Position and Prospects
Procedures manual.
In 2022 Stephen Birrell will be joining the Audit Committee.
The Remuneration Committee sets and reviews the remuneration of Executive Directors and is
responsible for the implementation of any share-based incentive schemes, including the setting of
targets and performance frameworks relating to any such share-based incentive schemes. The
members of the Remuneration Committee are: Ranjit Murugason (Chair) who is joined by at least
one other Director by invitation. The Remuneration Committee meetings occur at least once each
financial year and in 2021 they met once.
In 2021, the Remuneration Committee considered the remuneration package for the Executive team.
They will continue to monitor the pay and benefits of all Executives.
In 2022 Stephen Birrell will be joining the Remuneration Committee.
The Nomination Committee is responsible for succession planning and reviewing the Board
composition to ensure the Board has an effective blend of skills and experience. The members of
the Nomination Committee are: David Ciclitira (Chair), Ranjit Murugason and Serenella Ciclitira. The
Nomination Committee meetings occur as and when required and in 2021 they met once.
In 2021, the Nomination Committee reviewed the composition of the Board and continually monitored
the requirement of the QCA Code to which the Company adheres with regards to the balance of the
Board. After the year end, and in line with best practice, the Board have appointed Stephen Birrell,
the senior independent director, to undertake a full board review.
In 2022 Stephen Birrell will be joining the Nomination Committee.
The Executive team retains full control of the Group’s operational management but has delegated
day to day control to Executive Directors. A full description of the Executive team is found on page
19.
Page 25 of 87
Live Company Group plc
CORPORATE GOVERNANCE REPORT for the year ended 31 December 2021
Principle Ten: Shareholder Communication
The Board is committed to communicating effectively with its shareholders and responds quickly to
queries received. The Chairman is primarily responsible for communicating with shareholders and
speaks regularly with the Company’s major shareholders to ensure that their views are
communicated to the Board. The Board attempts to ensure that, where possible, all Directors are
present at Company AGMs to meet with and listen to the views of shareholders. To the extent that
voting decisions are not in line with expectations, the Board will engage with shareholders to
understand and address any issues.
Sustainability Agenda
We are committed to reviewing our environmental policy with regards to plastic consumption. We
are proud to produce fantastic models that can be enjoyed by all, the models have a ten year life
span although individual bricks can be used for a significantly longer period and be deemed ‘bricks
for life’.
All ‘loose’ plastic bricks which can no longer be used in our famous brick pits will be recycled in our
fantastic models to avoid unnecessary disposal.
We are proud to be creating touring assets which can be exhibited in zoos across the world. Some
of our tours comprise of endangered and/or extinct animals which are not always available to
discover in zoos.
Through the promotion of e-Fest and the Cape Town e-Prix the Groups LCSE division actively
supports the move to carbon free transport and promotion of electric vehicles.
We are a global brand providing content around the world and are therefore conscious of our carbon
footprint, which is why we will seek to deliver as many tours and models using sea freight, where
practical and possible. Furthermore, we are establishing touring asset collections which will remain
in certain geographic regions around the world to ensure transport distances are minimised.
This report was approved by the Board of Directors on 29 June 2022 and signed on its behalf by
David Ciclitira
Chairman
29 June 2022
Page 26 of 87
Live Company Group plc
DIRECTORS’ REPORT for the year ended 31 December 2021
In accordance with section 414c (11) of the Companies Act 2006, the Directors have chosen to
include information about the future developments and principal risks and uncertainties in the
Strategic Report.
Principal activities
The principal activity of the Group is to create and provide content for BRICKLIVE shows and events
worldwide and provide access to international sports and entertainment events via its LCSE division.
Branches in the EU
The Group has no branches in the EU.
Financial risk management
The Group’s financial risk management objectives are detailed in Note 24.
Dividend
No dividend is recommended in respect of the year ended 31 December 2021 (2020 - £Nil).
Directors
The Directors during the year and their periods of office were as follows.
David Ciclitira
Bryan Lawrie
Simon Horgan
Ranjit Murugason
Trudy Norris-Grey
Serenella Ciclitira
Mark Freebairn
Stephen Birrell
- Executive Chairman
- Non-Executive Director
- Non-Executive Director (resigned 17 February 2021)
- Non-Executive Director
- Non-Executive Director (resigned 14 February 2021)
- Non-Executive Director
- Non-Executive Director (resigned 14 February 2021)
- Non-Executive Director (appointed 27 July 2021)
Directors’ interests in shares
The beneficial interests in the Ordinary share capital of the Company of the Directors in office at 31
December 2021 were as follows:
Director
David Ciclitira (and owned companies)*
Maria Serena Papi (Serenella Ciclitira)*
Ranjit Murugason
Bryan Lawrie
Stephen Birrell
* connected persons
2021
1p Ordinary
shares
2020
1p Ordinary
shares
36,684,874
1,562
1,320,317
90,384
-
34,084,874
1,562
1,320,317
90,384
-
Page 27 of 87
Live Company Group plc
DIRECTORS’ REPORT for the year ended 31 December 2021
The number of 1p Ordinary shares or beneficial interest in the 1p Ordinary shares held by David
Ciclitira are as follows:
Holder
David Ciclitira
Zedra Trustees
(Jersey) Limited
Luna Trading Limited
2021
1p Ordinary
shares
36,361,908
206,532
Beneficial interest
2020
1p Ordinary
shares
33,761,908 Held by D Ciclitira directly
206,532 A discretionary trust, of which D
Ciclitira is a potential beneficiary
116,434
116,434 A Company held by a discretionary
trust, of which D Ciclitira is a potential
beneficiary
Maria Serena Papi
(Serenella Ciclitira)
1,562
1,562 Held indirectly by Serenella Ciclitira
(long term partner of D Ciclitira)
36,686,436
34,086,436
Substantial shareholdings
The following investors notified the Directors that they currently hold or are beneficially interested
in 3% or more of the Company’s 183,954,577 1p Ordinary shares in issue as at 31 May 2022.
David Ciclitira*
Ranjit Murugason
Brick Live Lab Limited**
CIDEA Limited**
Monecor (London) Limited
Premier Miton Group Plc
No. of 1p Ordinary
shares
% of issued share
capital
36,686,436
6,367,937
9,832,060
333,333
16,616,430
19,428,571
89,264,767
19.94
3.46
5.34
0.18
9.03
10.56
48.53
* David Ciclitira interest includes Ordinary Shares held directly by him, Ordinary Shares held
through his connected entities including Zedra Trustees (Jersey) Limited and Luna Trading Limited
and Ordinary Shares held by Serenella Ciclitira.
** Brick Live Lab Limited and CIDEA Limited are controlled by Mr Hyun Seok Kim.
Page 28 of 87
Live Company Group plc
DIRECTORS’ REPORT for the year ended 31 December 2021
Current Director Shareholdings
Set out below are the Directors’ interests in the Ordinary share capital of the Company at 31 May
2022 together with details of options and warrants as set out in Notes 27 and 30.
No. of 1p
Ordinary
shares
% of
issued
share
capital
No. of
warrants
No. of
options
David Ciclitira (and owned companies)*
36,684,874
19.94
480,765 1,341,891
Maria Serena Papi (Serenella Ciclitira)*
Ranjit Murugason
Bryan Lawrie
Stephen Birrell
* connected persons
1,562
6,367,937
838,051
428,572
0.00
3.46
0.46
0.23
-
-
-
-
-
-
335,472
-
44,320,996
24.09
480,765 1,677,363
Directors’ Liability Insurance
During the year, Directors’ and officers’ liability insurance was maintained for Directors and other
officers of the Company as permitted by the Companies Act 2006.
Material Interests
So far as the Board is aware, no director had any material interest in a contract of significance
(other than their service contract) with the company or any of its subsidiary companies during the
period.
Post balance sheet events
Post balance sheet events have been detailed in the Strategic Report and in Note 35.
Disclosure of Information to Auditor
In the case of each of the Directors who are Directors of the Company at the date when this report
is approved:
•
So far as they are individually aware, there is no relevant audit information of which the
Company’s auditor is unaware; and
Each of the Directors has taken all the steps that they ought to have taken as a director to
make themselves aware of any relevant audit information and to establish that the Company’s
auditor is aware of the information.
•
Auditor
The Company re-appointed Moore Kingston Smith LLP as auditors for the Company for the
financial year 2021. A resolution to re-appoint Moore Kingston Smith LLP will be put to the
shareholders at the next Annual General Meeting.
On behalf of the Board
David Ciclitira
Chairman
29 June 2022
Page 29 of 87
Live Company Group plc
SECTION 172(1) STATEMENT
Section 172(1) of the Companies Act 2006 requires the Directors of the Company to act in a way
that they consider, in good faith, would be most likely to promote the success of the Company for
the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
a) The likely consequences of any decision in the long-term;
b) The interests of the Company’s employees;
c) The need to foster the Company’s business relationships with suppliers, customers and others;
d) The impact of the Company’s operations on the community and the environment;
e) The desirability of the Company maintaining a reputation for high standards of business conduct;
and
f) The need to act fairly as between members of the Company.
The Board of Directors is collectively responsible for the decisions made towards the long-term
success of the Company and how the strategic, operational and risk management decisions have
been implemented throughout the business is detailed in the Strategic Report on pages 7 to 13.
Employees
Our employees are one of the primary assets of our business, and the Board recognises that our
employees are the key resource that enables delivering the Group’s strategy and goals.
Annual pay and benefit reviews are carried out to determine whether all levels of employees are
benefited equally and to retain and encourage skills vital for the business. The Remuneration
Committee oversees and makes recommendations of executive remuneration and option awards.
The Board periodically reviews the health and safety measures implemented in the business
premises and improvements are recommended for better practices.
A number of staff have worked remotely during the year.
Suppliers, Customers and Regulatory Authorities
The Board acknowledges that a strong business relationship with suppliers and customers is a vital
part of the growth. Whilst day-to-day business operations considering suppliers and customers are
delegated to the executive management, the Board sets directions and evaluates policies with regard
to new business ventures and investing in research and development. The Board upholds ethical
business behaviour and encourages management to seek comparable business practices from all
suppliers and customers doing business with the Company.
We value the feedback we receive from our stakeholders and we take every opportunity to ensure
that, where possible, their wishes are duly considered. The Board is aware of its regulatory
requirements and receives training and advice when required. In 2020 the directors received a
refresher update on the requirements under the UK Market Abuse regulations and disclosure of
information to the Market.
Maintaining High Standards of Business Conduct
The Company is incorporated in the UK and governed by the Companies Act 2006. The Company
has adopted the Quoted Companies Alliance Corporate Governance Code 2018 (the “QCA Code”)
and the Board recognises the importance of maintaining a good level of corporate governance,
which, together with the requirements to comply with the AIM Rules, ensures that the interests of the
Company’s stakeholders are safeguarded.
Page 30 of 87
Live Company Group plc
SECTION 172(1) STATEMENT
Anti-corruption and anti-bribery training are compulsory for all staff and contractors, and the anti-
bribery statement and policy is contained in the Company’s Employee Manual. The Company’s
expectation of honest, fair and professional behaviour is reflected by this and there is zero tolerance
for bribery and unethical behaviour by anyone relating to the Company.
The importance of making all staff feel safe in their environment is maintained and a whistleblowing
policy is in place to enable staff to confidentially raise any concerns freely and to discuss any issues
that arise. Strong financial controls are in place and are well documented. The risk framework and
key business risks reviewed by the Audit Committee which in turn reports to the Board.
Additionally the Board upholds high standards of care towards the community and environment.
Shareholders
The Board recognises the significance of transparent and effective communications with its
investors and places equal importance on all shareholders. As an AIM listed company, there is a
need to provide fair and balanced information in a way that is understandable to all stakeholders and
particularly our shareholders. The primary communication tool with our shareholders is through the
Regulatory News Service (“RNS”), on regulatory matters and matters of material substance. The
Company’s website provides details of the business, investor presentations and details of the Board
and Committees, changes to major shareholder information, QCA Code disclosure and updates
under AIM Rule 26. Changes are promptly published on the website to enable the shareholders to
be kept abreast of Company’s affairs. The Company’s Annual Report and Notice of Annual General
Meetings (AGM) are available to all shareholders. The Interim Report and other investor
presentations are also available and can be downloaded from our website.
Typically, pre COVID-19, the chair of the Audit Committee and the chair of the Remuneration and
Nominations Committee attend the AGM and are available to answer any questions. There are also
opportunities throughout the year for shareholders to engage with the Board and members of the
Executive Team, through general meetings, investor events and the Company’s Q&A sessions.
The Board is mindful that with the global COVID-19 pandemic, face-to-face meetings with
shareholders have not been possible during 2021. The Company has endeavoured to maintain
communication with investors remotely and believes that engagement has been carried out
efficiently during these challenging times
Page 31 of 87
Live Company Group plc
DIRECTORS’ RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing the Strategic Report, the Directors’ Report and the
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Company financial statements for each
financial year. As required by the AIM Rules of the London Stock Exchange, the Directors have
prepared the Group financial statements in accordance with UK adopted International Financial
Reporting Standards and have also elected to prepare the parent Company financial statements
in accordance with those standards. Under Company law the Directors must not approve the
financial statements unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether the Group financial statements have been prepared in accordance with UK
adopted international accounting standards; and
• prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Company and the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show
and explain the Group's transactions and disclose with reasonable accuracy at any time the
financial position of the Company and the Group and enable them to ensure that the financial
statements comply with the Companies Act 2006. They are also responsible for safeguarding the
assets of the Company and the Group and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial
information included on the Company's website. Legislation in the United Kingdom governing the
preparation and dissemination of the financial statements and other information included in annual
reports may differ from legislation in other jurisdictions.
Page 32 of 87
Live Company Group plc
REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF LIVE COMPANY GROUP PLC
We have audited the financial statements of Live Company Group Plc (the ‘parent Company’ and its
subsidiaries (the ‘Group’)) for the year ended 31 December 2021, which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated and Parent Company Statements of
Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the
Consolidated and Parent Company Statements of Cash Flows and notes to the financial statements,
including significant accounting policies. The financial reporting framework that has been applied in
their preparation is applicable law and UK adopted International Financial Reporting Standards
(IFRSs) and, as regards the parent Company financial statements, as applied in accordance with
the provisions of the Companies Act 2006.
In our opinion:
•
the financial statements give a true and fair view of the state of the Group’s and of the parent
Company’s affairs as at 31 December 2021 and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with UK adopted
international accounting standards;
the parent Company financial statements have been properly prepared in accordance with UK
adopted international accounting standards and as applied in accordance with the provisions
of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
•
•
•
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the audit of financial statements section of our report. We are independent of the
Group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
An overview of the scope of our audit
Our audit of the Group and parent Company financial statements was scoped by obtaining an
understanding of the Group and parent Company and their environment, including Group wide
controls, and assessing the risks of material misstatement at the Group and parent Company level.
The whole of the Group is audited by one audit team, led by the Senior Statutory Auditor. Our
approach in respect of key audit matters is set out in the table in the Key Audit Matters section. The
audit is performed centrally and comprises all of the companies within the Group,
Our audit approach was a risk-based approach founded on a thorough understanding of the Group's
business, its environment and risk profile. We conducted substantive audit procedures and evaluated
the Group's internal control environment. The components of the Group were evaluated by the Group
audit team based on a measure of materiality, considering each component as a percentage of the
Group's gross assets, revenue and gross profit, which allowed the Group audit team to assess the
significance of each component and determine the planned audit response.
For those components that were evaluated as significant components, either a full scope or specified
audit approach was determined based on their relative materiality to the group and our assessment
of the audit risk. For significant components requiring a full scope audit approach, we evaluated
controls by performing walkthroughs over the financial reporting systems identified as part of our risk
assessment, reviewed the accounts production process and material account balances.
In order to address the audit risks identified during our planning procedures we performed a full
scope audit of the financial statements of the parent company and we performed specified audit
procedures over the other components in the Group.
Page 33 of 87
Live Company Group plc
REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF LIVE COMPANY GROUP PLC
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements of the current period and include the most significant assessed
risks of material misstatement (whether or not due to fraud) we identified, including those which had
the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing
the efforts of the engagement team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Audit area and description
Audit approach
Carrying value of Goodwill and related cost of
investment
The consolidated financial statements include
goodwill of £0.896m in respect of the acquisition of
Parallel Live Group (£0.896m), acquisition of the
remaining shares in Brick Live Far East £nil) and
the acquisition of Bright Bricks (£nil).
The Company
include
investments of £6.025m in respect of Parallel Live
Group (£1m) and Brick Live Group (£5.025m).
financial statements
The Group’s accounting policy for goodwill is
shown in note 2.1 and related disclosures are
included in note 17.
Carrying value of other intangible assets
The consolidated financial statements include
other intangible assets in respect of contract rights
of £1.172m.
The Group’s accounting policy for intangible
assets is shown in note 2.2 and related disclosures
are included in note 15.
Accounting treatment and carrying value of
other investments
The consolidated financial statements include
other investments in respect of the acquisition of E
Movement (PTY) Limited and Start Art Global
Limited of £0.113m and £1m respectively.
The Group’s accounting policy for investments is
shown in note 2.3 and related disclosures are
included in note 16,
Page 34 of 87
We assessed the Directors’ assertion that an
impairment of £0.012m was required in
respect of goodwill arising on acquisitions at
31 December 2021 by reference to the
trading performance and cash and profit
forecasts of the acquired entities.
We critically assessed and challenged the
assumptions made by the Directors in their
preparation of the cash flow and profit
forecasts including an assessment against
current year trading to date.
in
identified material misstatements
We
respect of the carrying value of investments
which has resulted in an impairment charge
of $0.116m in respect of Parallel Live Group
and a £3.816m reversal of an impairment in
respect of Brick Live Group.
We critically assessed the carrying value of
the contract rights by reference to the
financial performance of the contracts.
We reviewed and assessed the disclosures
within the financial statements to ensure they
are appropriate.
We critically reviewed the Start Art Global
forecasts produced to support the carrying
value of the investments.
the accounting
We critically assessed
and
the
treatment
of
managements
neither
assertion
investment should be accounted for as an
associate.
investments
that
We critically reviewed the disclosures in the
financial statements.
Live Company Group plc
REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF LIVE COMPANY GROUP PLC
Audit area and description
Audit approach
Assessment of the accounting treatment of
share options and warrants issued
The company has previously issued share options
under a Share Option Plan adopted in April 2019
and issued warrants in the year in connection with
an equity fund raise.
We re-performed the Black-Scholes option
pricing model calculation of the share option
and warrants charge prepared by
the
Directors under IFRS 2.
The Group’s accounting policy for share options
and warrants is shown in note 2.9 and related
disclosures are included in note 30.
We critically assessed and challenged the
variables used by the Directors in their Black-
Scholes option pricing calculation.
Going concern
Although the Group had net current assets at 31
December 2021, the Group’s activities have been
significantly impacted by the ongoing COVID-19
pandemic and the measures taken to contain it.
The Group has incurred a further significant loss in
the period to the date of approval of the financial
statements and has limited cash funds currently
available. These factors indicate the existence of
uncertainties at
the
consolidated financial statements as to whether
the Group can continue to operate as a going
concern.
the date of signing
The Group’s accounting policy of going concern is
shown in note 1.1.
We critically assessed
the Directors’
assertion that the warrants issued as part of
the equity fund raise were issued to equity
holders in their capacity as equity holders
and were therefore outside the scope of the
requirements of IFRS 2.
The Directors have prepared cash flow
forecasts for the period to 31 December
2026.
We have critically assessed and challenged
the assumptions included in these cash flow
forecasts
appropriate
sensitivity analysis on the forecasts.
performed
and
We have critically assessed the Directors’
ability to raise further funds either by way of
debt finance or equity fundraise or by the
provision of additional support to the Group.
We have critically assessed the disclosures
included in note 1.1 to the consolidated
financial statements to determine whether
they were appropriate.
Our application of materiality
The scope and focus of our audit was influenced by our assessment and application of materiality.
We define materiality as the magnitude of misstatement that could reasonably be expected to
influence the readers and the economic decisions of the users of the financial statements. We use
materiality to determine the scope of our audit and the nature, timing and extent of our audit
procedures and evaluate the effect of misstatements both individually and on the financial
statements as a whole.
In the light of reduced revenues due to the ongoing COVID-19 pandemic, we considered gross
assets to be the main focus for users of the financial statements, and this influenced our judgement
of an appropriate metric on which to base our materiality calculation. Based on our professional
judgement we determined materiality for the Group to be £109,000 based on a percentage of gross
assets (0.9%). We determined materiality for the parent company to be £100,000 based on a
percentage of gross assets (0.7%).
Page 35 of 87
Live Company Group plc
REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF LIVE COMPANY GROUP PLC
On the basis of our risk assessment, together with our assessment of the overall control environment,
our judgement was that performance materiality (i.e. our tolerance for misstatement in an individual
account or balance) for the Group and Company were 50% of materiality, namely £54,500 and
£50,000 respectively.
We agreed to report to the Audit Committee all Group and Company audit differences in excess of
£5,450 and £5,000 respectively, the thresholds that we had calculated as clearly trivial to the
consolidated and company financial statements, and any other differences below that threshold that,
in our view, warranted reporting on qualitative grounds. We also reported disclosure matters that we
identified when assessing the overall presentation of the financial statements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of
the directors’ assessment of the entity’s ability to continue to adopt the going concern basis of
accounting included a critical analysis of the forecasts prepared by the Group for at least twelve
months from the date of approval of the audit report, conducting appropriate sensitivity analysis on
the forecasts, challenging management as to the assumptions used in the forecasts, and
consideration of the post-year end performance of the Group including a review of available banking
and loan facilities.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the company's
ability to continue as a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the annual report, other than the financial statements and our auditor’s report
thereon. Our opinion on the financial statements does not cover the other information and, except to
the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether there is a material misstatement in the financial statements or a
material misstatement of the other information. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
Page 36 of 87
Live Company Group plc
REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF LIVE COMPANY GROUP PLC
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the Strategic Report and the Directors’ Report for the financial year for
which the financial statements are prepared is consistent with the parent Company financial
statements; and
the Strategic Report and the Directors’ Report have been prepared in accordance with
applicable legal requirements.
•
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in the
Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires
us to report to you if, in our opinion:
•
adequate accounting records have not been kept by the parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records
and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
•
•
•
Responsibilities of directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 32, the Directors
are responsible for the preparation of the financial statements and for being satisfied that they give
a true and fair view, and for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and
the parent Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the Group or the parent Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
further description of our
A
https://wwww.frc.org.uk/auditors/auditor-assurance/auditor-s-responsibilities-for-the-audit-of-the-
fi/description-of-the-auditor's-responsibilities-for
is available on
responsibilities
the FRC’s website at
This description forms part of our auditor’s report.
Page 37 of 87
Live Company Group plc
REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF LIVE COMPANY GROUP PLC
Explanation as to what extent the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material
misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence
regarding the assessed risks of material misstatement due to fraud, through designing and
implementing appropriate responses to those assessed risks; and to respond appropriately to
instances of fraud or suspected fraud identified during the audit. However, the primary responsibility
for the prevention and detection of fraud rests with both management and those charged with
governance of the company.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory requirements applicable to the
company and considered that the most significant are the Companies Act 2006, UK adopted
International Accounting Standards, the rules of the Alternative Investment Market, and UK
taxation legislation.
• We obtained an understanding of how the company complies with these requirements by
discussions with management and those charged with governance.
• We assessed the risk of material misstatement of the financial statements, including the risk
of material misstatement due to fraud and how it might occur, by holding discussions with
management and those charged with governance.
• We inquired of management and those charged with governance as to any known instances
•
of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify
instances of non-compliance with laws and regulations. This included making enquiries of
management and those charged with governance and obtaining additional corroborative
evidence as required.
These are inherent limitations in the audit procedures described above. We are less likely to become
aware of instances of non-compliance with laws and regulations that are not closely related to events
and transactions reflected in the financial statements. Also the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud
may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or
through collusion.
Page 38 of 87
Live Company Group plc
REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF LIVE COMPANY GROUP PLC
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken for no purpose other than
to draw to the attention of the Company’s members those matters which we are required to include
in an auditor’s report addressed to them. To the fullest extent permitted by law, we do not accept or
assume responsibility to any party other than the Company and Company’s members as a body, for
our work, for this report, or for the opinions we have formed.
Matthew Banton (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP, Statutory
Auditor
29 June 2022
6th Floor
9 Appold Street
London
EC2A 2AP
Page 39 of 87
Live Company Group plc
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the year ended 31 December 2021
Continuing operations
Revenue
Cost of sales
Gross profit/(loss)
Administrative expenses
Foreign exchange
Depreciation and amortisation of non-financial assets
Other administrative expenses
Total administrative expenses
Share of result of associate
Operating loss before exceptional items
Exceptional items
Operating loss after exceptional items
Finance costs
Loss for the year before tax
Taxation
Loss for the year
Other comprehensive income
Total comprehensive income for the year attributable to the
equity holders of the parent Company
Note
4
Year to 31 December
2020
£'000
2021
£'000
2,674
(2,638)
36
1,857
(2,556)
(699)
18
5
6
10
11
-
(393)
(2,487)
(2,880)
(17)
(119)
(3,077)
(3,213)
-
-
(2,844)
(3,912)
(364)
(3,208)
(108)
(3,316)
(4,355)
(8,267)
(110)
(8,377)
(61)
144
(3,377)
(8,233)
-
-
(3,377)
(8,233)
Loss per share – continuing and total operations
-basic and diluted
12
(2.6p)
(9.8p)
Page 40 of 87
Live Company Group plc
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION as at 31 December 2021
Note
Consolidated
2021
£'000
2020
£'000
3,932
1,231
169
1,113
884
-
4,144
1,516
231
-
896
-
Company
2021
£'000
-
1,173
-
10,838
-
-
2020
£'000
-
1,450
-
6,025
-
-
7,329
6,787
12,011
7,475
3,805
512
211
4,528
4,831
404
168
5,403
-
1,330
-
1,330
-
1,460
191
1,651
11,857
12,190
13,341
9,126
477
2,636
66
1,172
4,351
615
2,364
60
1,120
4,159
56
970
-
336
1,362
167
1,037
-
343
1,547
177
1,244
(32)
104
761
1,201
122
2,084
644
1,430
188
2,262
359
185
-
544
288
83
-
371
5,422
5,769
11,435
7,208
5,682
27,024
(23,698)
(2,111)
14,472
5,034
515
(21,496)
5,165
25,004
(23,697)
(2,151)
14,472
5,034
496
(18,554)
5,682
27,024
557
-
14,472
5,034
515
(41,849)
5,165
25,004
557
-
14,472
5,034
496
(43,520)
5,422
5,769
11,435
7,208
Non-current assets
Property, plant and equipment
Intangible assets
Right of use assets
Investments
Goodwill
Investments in associates and joint
ventures
Total non-current assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Current liabilities
Borrowings
Trade and other payables
Lease liabilities
Accruals and deferred income
Total current liabilities
Net current assets /(liabilities)
Non-current liabilities
Deferred tax
Borrowings
Lease liabilities
Total non-current liabilities
Net assets
Equity
Share capital
Share premium
Other reserves
Own shares reserve
Merger reserve
Capital redemption reserve
Share option reserve
Retained earnings
Equity attributable to equity holders
of the parent
13
15
14
16
17
18
19
20
21
22
23
25
23
26
22
25
27
28
30
Page 41 of 87
Live Company Group plc
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION as at 31 December 2021
As permitted by section 408 of the Companies Act 2006 the parent company’s profit and loss account
has not been included in these financial statements. The parent company profit for the year,
amounted to £1,404,000 (2020: £15,732,000 loss).
The financial statements were approved and authorised for issue by the Board of Directors on 29
June 2022 and were signed on its behalf by:
David Ciclitira
Chairman
Company Registration No. 00630968
Page 42 of 87
Live Company Group plc
CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN EQUITY for the year ended 31 December 2021
Consolidated
As at 31 December 2020
Loss for the period
Shares issued for cash
Debt to share conversion
Forex differences arising on conversion
Own share reserves
Gain on sale of own shares
Warrant charge
Options charge
Options charge transfer
Share issue costs
At 31 December 2021
Company
As at 31 December 2020
Profit for the period
Shares issued for cash
Debt to share conversion
Warrant charge
Options charge
Options charge transfer
Share issue costs
At 31 December 2021
Ordinary
Share
Capital
£'000
5,165
-
414
103
-
-
-
-
-
-
-
5,682
5,165
-
414
103
-
-
-
-
5,682
Share
Premium
£'000
25,004
-
1,486
644
-
-
-
-
-
-
(110)
27,024
25,004
-
1,486
644
-
-
-
(110)
27,024
Reverse
acquisition
reserve
£'000
Forex
reserve
£'000
Own
shares
reserve
£'000
Merger
reserve
£'000
Capital
Redemption
reserve
£'000
Share
option
reserve
£'000
Retained
Earnings
Total
£'000
£'000
(24,268)
-
-
-
-
-
-
-
-
-
-
(24,268)
-
-
-
-
-
-
-
-
-
571
-
-
-
(1)
-
-
-
-
-
-
570
557
-
-
-
-
-
-
-
557
(2,151) 14,472
-
-
-
-
-
-
-
-
-
-
(2,111) 14,472
-
-
-
-
40
-
-
-
-
-
- 14,472
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 14,472
5,034
-
-
-
-
-
-
-
-
-
-
5,034
5,034
-
-
-
-
-
-
-
5,034
496
-
-
-
-
-
-
63
223
(267)
-
515
496
-
-
-
63
223
(267)
-
515
(18,554)
(3,377)
-
-
-
-
168
-
-
267
-
(21,496)
(43,520)
1,404
-
-
-
-
267
-
(41,849)
5,769
(3,377)
1,900
747
(1)
40
168
63
223
-
(110)
5,422
7,208
1,404
1,900
747
63
223
-
(110)
11,435
Page 43 of 87
Live Company Group plc
CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN EQUITY for the year ended 31 December 2021
Consolidated
As at 31 December 2019
Loss for the period
Shares issued for cash
Shares issued on acquisition of
subsidiary and novation of contracts
Debt to share conversion
Own share reserves
Warrant charge
Options charge
Share issue costs
Ordinary
Share
Capital
£'000
Share
Premium
£'000
Reverse
acquisition
reserve
£'000
Forex
reserve
£'000
Own
shares
reserve
£'000
Merger
reserve
£'000
Capital
Redemption
reserve
£'000
Share
option
reserve
£'000
Retained
Earnings
Total
£'000
£'000
4,878
23,480
(24,268)
571
- 14,067
5,034
218
(10,321)
13,659
-
160
60
67
-
-
-
-
-
840
135
633
-
-
-
(84)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2,151)
-
-
-
-
-
405
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
56
222
-
(8,233)
(8,233)
-
-
-
-
-
-
-
1,000
600
700
(2,151)
56
222
(84)
At 31 December 2020
5,165
25,004
(24,268)
571
(2,151) 14,472
5,034
496
(18,554)
5,769
Company
As at 31 December 2019
Loss for the period
Shares issued for cash
Shares issued on acquisition of
subsidiary and novation of contracts
Debt to share conversion
Warrant charge
Options charge
Share issue costs
4,878
23,480
-
160
60
67
-
-
-
-
840
135
633
-
-
(84)
At 31 December 2020
5,165
25,004
Page 44 of 87
-
-
-
-
-
-
-
-
-
557
- 14,067
5,034
218
(27,788)
20,446
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
405
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
56
222
-
(15,732) (15,732)
-
-
-
-
-
-
1,000
600
700
56
222
(84)
557
- 14,472
5,034
496
(43,520)
7,208
Live Company Group plc
CONSOLIDATED AND COMPANY STATEMENTS OF CASHFLOW for the year ended 31 December 2021
Consolidated
2021
£’000
2020
£’000
Company
2021
£’000
2020
£’000
Cash flows from operating activities
Operating loss
Share of result of associate
Depreciation
Amortisation of intangible assets
Depreciation of right of use assets
Loss on disposal of property, plant and
equipment
Corporation tax refund
Net cash flow from exceptional items
Decrease in inventories
(Increase)/decrease in receivables
Increase in payables
Cash generated from/(used in) operations
Cash flow from investing activities
Acquisition of intangible fixed assets
Acquisition of investments
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Net cash used in investing activities
Cash flow from financing activities
Issue of equity
Repayment of lease liabilities
Proceeds from sale of own shares
Proceeds from borrowings
Loans repaid
Interest paid
Share issue costs
Net cash generated from financing
activities
Net cash inflow/(outflow)
Cash and cash equivalents at beginning of
the year
Net increase/(decrease) in cash and cash
equivalents
Cash and cash equivalents at end of the
year
(2,844)
-
801
286
62
-
55
(66)
1,026
(108)
1,070
282
(1)
(1,113)
(589)
-
(1,703)
1,900
(60)
209
-
(367)
(108)
(110)
1,464
43
168
43
211
(3,912)
-
751
11
61
192
209
(819)
1,421
404
732
(950)
(51)
-
(935)
-
(986)
1,000
(55)
-
2,250
(995)
(110)
(84)
2,006
70
98
70
(1,509)
-
-
277
-
-
-
(66)
-
(231)
673
(856)
-
(1,113)
-
-
(1,113)
1,900
-
-
-
(9)
(3)
(110)
1,778
(1,122)
-
-
-
-
-
-
(626)
-
1,061
631
(56)
(50)
-
-
-
(50)
1,000
-
-
250
(995)
7
(84)
178
(191)
72
191
(191)
168
-
119
72
191
The impairment of £116,000, reversal of impairment of £3,816,000 and the settlement of deferred
consideration of £747,000 by the issue of equity in the company and group are non-cash
transactions.
Page 45 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
1.
Basis of preparation
These financial statements have been prepared on the historical cost basis as modified by use
of the fair-value basis where required and in accordance with UK adopted International
Accounting Standards (IFRS), and with those parts of the Companies Act 2006 applicable to
companies reporting under IFRS as at 31 December 2021.
The preparation of financial statements in conformity with IFRS requires management to make
judgements, estimates and assumptions that affect the application of policies and reported
amounts in the financial statements which are disclosed in Note 3 to these consolidated
financial statements.
The consolidated financial statements of the Group are presented in UK Pounds Sterling
(“GBP”), rounded to the nearest thousand.
1.1 Going concern
These financial statements have been prepared on a going concern basis. The Consolidated
Statement of Comprehensive Income shows a loss of £3,377,000 for the year ended 31
December 2021 (2020: £8,233,000 loss). The Consolidated Statement of Financial Position
shows net current assets of £177,000 (2020: £1,244,000 net current assets). In assessing
going concern the Directors have considered the Group’s cash flows, solvency and liquidity
positions.
Based on the Group’s balance sheet and a review of its forecast future operating budgets and
forecasts, the Directors have a reasonable expectation that the Group has adequate resources
to continue in operational existence for at least twelve months from the date of signing of these
consolidated financial statements. This review of future operating budgets and forecasts
included certain reasonable downside scenarios and confirmed that even in the case of such
downside scenarios the Group could continue to operate and comply with all covenants in our
banking facilities. Accordingly, the Directors have adopted the going concern basis in preparing
the Annual Report and consolidated financial statements.
The Directors have assessed the viability of the Group over a five-year period, taking account
of the Group’s current position and prospects, its strategic plan and the principal risks and how
these are managed. Based on this assessment, the Directors have a reasonable expectation
that the Group will be able to continue in operation and meet its liabilities as they fall due over
this period.
In making this assessment, the Directors have considered the resilience of the Group in severe
but plausible scenarios, taking into account the principal risks and uncertainties facing the
Group and the effectiveness of any mitigating actions. The Directors’ assessment considered
the potential impacts of these scenarios, both individually and in combination, on the Group’s
business model, future performance, solvency and liquidity over the period. Sensitivity analysis
was also used to stress test the Group’s strategic plan and to confirm that sufficient headroom
would remain available under the Group’s credit facilities. The Directors consider that under
each of these scenarios, the mitigating actions would be effective and sufficient to ensure the
continued viability of the Group. The Directors believe that five years is an appropriate period
for this assessment, reflecting the average length of the Group’s contract base; key markets;
and the nature of its businesses and products.
Consequently, the Directors have prepared these consolidated financial statements on the
going concern basis, which assumes that the Group will continue in operational existence for
the foreseeable future.
Page 46 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
1.2 Adoption of standards effective in 2021
The following new and revised Standards and Interpretations have been issued and are
effective for the current financial period of the Company:
•
Interest Rate Benchmark Reform Phase 2 – amendments to IFRS 9, IAS 39, IFRS 7,
IFRS 4 and IFRS 16; and
• COVID-19 Related Rent Concessions (Amendment to IFRS 16).
1.3
IFRS in issue but not applied in the current financial statements
The following IFRS and IFRIC Interpretations have been issued but have not been applied by
the Company in preparing these financial statements as they are not as yet effective. The
Company intends to adopt these Standards and Interpretations when they become effective,
rather than adopt them early:
• Amendments to IAS 1 - Classification of Liabilities as Current or Non-current;
• Amendments to IAS 16 - Property, Plant and Equipment: Proceeds before intended use;
• Amendments to IFRS 3 - Reference to the Conceptual Framework;
• Amendments to IAS 37 - Onerous Contracts – Cost of Fulfilling a Contract; and
• Annual Improvements to IFRS Standards 2018–2020.
The directors do not expect that the adoption the Standards listed above will have a material
impact on the Company in future periods.
A number of IFRS and IFRIC Interpretations are also currently in issue which are not relevant
for the Company’s activities and which have not therefore been adopted in preparing these
financial statements.
Other new and amended Standards and Interpretations issued by the IASB that will apply for
the first time in the next annual financial statements are not expected to impact the Company
as they are either not relevant to the Company’s activities or require accounting which is
consistent with the Company’s current accounting policies.
2.
Accounting policies
2.1. Basis of consolidation
The consolidated financial statements incorporate:
•
the results of LVCG, Brick Live Group Limited (‘Brick Live Group’), Parallel Live Group
Limited (‘Parallel Live Group’), Bright Bricks Limited (‘Bright Bricks Group’), Live
Company Sports and Entertainment Limited (‘LCSE’), E Movement Holdings Ltd
(‘EMHL’), Live Company Group EBT Limited (‘EBT’) and their subsidiary companies for
the year ended 31 December 2021.
the assets and liabilities of LVCG, Brick Live Group, Parallel Live Group, Bright Bricks
Group, LCSE, EMHL, EBT and their subsidiary companies at 31 December 2021.
•
Business combinations
The information contained in this note sets out how the Group typically accounts for Business
Combinations, which is effectively using the purchase method explained in IFRS 3, ‘Business
Combinations’.
Subsidiary undertakings are all entities over which the Group has the power to govern the
financial and operating policies of the subsidiary and therefore exercises control. The existence
Page 47 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
and effect of both current voting rights and potential voting rights that are currently exercisable
or convertible are considered when assessing whether control of an entity is exercised.
Subsidiaries are consolidated from the date at which the Group obtains the relevant level of
control and are de-consolidated from the date at which control ceases.
Inter-company transactions, balances and unrealised gains on transactions between Group
companies are eliminated. Unrealised losses are also eliminated. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group.
The amendments to IFRS 3, ‘Business Combinations’ have clarified the definition of a business
and have permitted a simplified assessment of whether an acquired set of activities and assets
is a group of assets rather than a business. The Group has assessed it’s acquisitions on the
basis of this amendment.
The cost of an acquisition is measured as an aggregate of the consideration transferred,
measured at the acquisition date fair-value and the amount of any non-controlling interest in
the acquiree. For each business combination, the Group measures the non-controlling interest
in the acquiree at the proportionate share of the acquiree’s identifiable net assets. Subsequent
changes in the proportion of the non-controlling interests, which do not result in de-recognition
of the subsidiary, are accounted for in equity. Costs incurred in connection with acquisitions
are recognised as exceptional costs in the income statement, as incurred.
When the Group acquires a business, it assesses the financial assets and liabilities assumed
for appropriate classification and designation in accordance with the contractual terms,
economic circumstances and pertinent conditions at the acquisition date.
If the business combination is achieved in stages, the acquisition date fair-value of the Group’s
previously held equity interest in the acquiree is re-measured to fair-value at the acquisition
date through profit or loss. Goodwill is initially measured at cost being the excess of the
consideration transferred over the Group’s share of net identifiable assets acquired and
liabilities assumed.
If this consideration is lower than the fair-value of net assets of the subsidiary acquired, the
difference is recognised in profit or loss.
After initial recognition, goodwill is measured at cost less any recognised impairment losses.
For the purpose of impairment testing, goodwill acquired in a business combination is, from
the acquisition date, allocated to either the acquired business or to each of the Group’s cash
generating units that are expected to benefit from the combination irrespective of whether other
assets or liabilities of the acquiree are assigned to those units.
Where goodwill forms a part of a cash-generating unit and part of the operation within that unit
is disposed of, the goodwill associated with the operation disposed of is included in the carrying
amount of the operation when determining the gain or loss on disposal of the operation.
Goodwill disposed of in these circumstances is measured based on the relative values of the
operation disposed of and the portion of the cash-generating unit until retained.
Formal impairment reviews were completed at 30 June 2021 and 31 December 2021 given
the indicators of impairment existing at both dates.
Page 48 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Brick Live Group
In 2017 the reverse acquisition of LVCG by the Brick Live Group resulted in goodwill arising of
£4,581,000. This goodwill was fully impaired in the year ended 31 December 2017.
Bright Bricks Group
In October 2018, the Group acquired Bright Bricks Group, resulting in goodwill arising of
£86,000. This goodwill was fully impaired in the year ended 31 December 2020.
Parallel Live Group
In December 2017, the Group acquired Parallel Live Group, resulting in goodwill arising of
£1,271,000. The carrying value of the goodwill was reduced from £896,000 to £884,000 in the
year ended 31 December 2021.
Brick Live Far East Limited (‘BLFE’)
In December 2017, the Company became the 100% owner of BLFE. Goodwill of £2,950,000
arose on the acquisition. BLFE is a company registered in Hong Kong which owns a 49% stake
in the Brick Live Group’s China associate company, Brick Live Centre Education Development
(Beijing) Company Limited. This goodwill was fully impaired in the year ended 31 December
2020.
Live Company Sports and Entertainment (‘LCSE’)
In December 2020 the Group established its new LCSE division, through an all share
acquisition of Live Company Sports and Entertainment Limited, including its 50% interest in K-
Pop Europa Limited; the novation of a number of contracts from World Sport South Africa (Pty)
Limited and the acquisition of the entire issued capital of E Movement Holdings Ltd.
The substance of these transactions was the acquisition of a series of contracts rather than a
business combination as defined in IFRS 3, ‘Business Combinations’. The transactions were
therefore accounted for as additions to intangible fixed assets of £1,450,000 with no goodwill
arising.
Intercompany balances
All intercompany balances are eliminated on consolidation.
Subsidiary companies audit exemption
The company’s active subsidiaries Bright Bricks Limited, Brick Live Group Limited, Brick Live
International Limited, Live Company Group EBT Limited, and Parallel Live Group Limited are
exempt from the requirements of the Companies Act 2006 relating to the audit of their individual
accounts by virtue of section 479A of the Companies Act 2006.
2.2.
Intangible fixed assets
Trademarks are registered in each of the geographical territories for the BRICKLIVE brand.
Trademarks are amortised on a straight line basis over their estimated useful lives, which is
on average 10 years.
Acquired contracts are amortised over the period of the rights acquired, where contracts are
renewable and are likely to be renewed for a further period such further period, but no
subsequent periods, is considered to be part of the period of the rights acquired.
2.3.
Investment in associates and joint ventures
An associate is an entity over which the Group has significant influence and that is neither a
subsidiary nor an interest in a joint venture. Significant influence is the power to participate in
the financial and operating policy decisions of the investee but does not have control or joint
control over those policies. The Group uses the equity method of accounting for its associate.
Page 49 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
A joint venture is a joint arrangement whereby the parties that have joint control of the
arrangement have rights to the net assets of the joint arrangement. Joint control is the
contractually agreed sharing of control of an arrangement, which exists only when decisions
about the relevant activities require unanimous consent of the parties sharing control. The
Group uses the equity method of accounting for its joint ventures.
Start Art Global Ltd. (‘StART.ART’)
In May 2021 the Company subscribed to 389 ordinary shares in Start Art Global Limited.
(‘StART.Art’), representing a non-controlling stake of 18.6% of the total issued share capital of
the company, for a total cash consideration of £1,000,000. Prior to the transaction StART.Art
was 100% owned by David Ciclitira and Ranjit Murugason as detailed in Note 32.
In November 2021 StART.Art acquired the entire issued share capital of Start (2013) Limited,
the promoter of the StART Art Fair, in an all share transaction, resulting in a decrease in the
Company’s interest in the enlarged group from 18.6% to 14.6% with no diminution of value.
Prior to the acquisition Start (2013) Limited was 100% owned by David Ciclitira and Ranjit
Murugason as detailed in Note 32.
In December 2021 StART.Art issued a further 180 ordinary shares to LVCG for nominal
consideration increasing LVCG’s holding to 19.9%.
The Directors reviewed the investment and concluded LVCG did not exercise significant
influence over StART.Art due to its holding being less than the 20% threshold at which
significant influence is presumed to exist and there being no contrary indicators of significant
influence:
• Although David Ciclitira and Ranjit Murugason are Directors of both LVCG and
StART.Art, LVCG does not have the power to appoint or remove directors of StART.Art;
• LVCG is not a party to the StART.Art shareholder agreement and has no reserved
powers; and
• LVCG does not participate in the key strategic and operational decisions of StART.Art.
E-Movement (PTY) Limited. (‘EMPL’)
In November 2021 the Company purchased 271 ordinary shares, representing 20% of the total
issued share capital, in E Movement (PTY) Limited ('EMPL') from David Ciclitira for a total
consideration of £113,460. These shares were originally purchased by David Ciclitira (acting
in his personal capacity) for the same amount in anticipation of them being transferred to the
Company. EMPL is the South African based promoter of the Cape Town E Prix which has
been confirmed for Series 9 of the ABB FIA Formula E World Championship and due to take
place in February 2023.
The Directors reviewed the investment and concluded LVCG did not exercise significant
influence over EMPL despite a shareholding of 20%, being the threshold at which significant
influence is presumed to exist. The presumption was rebutted on the basis that EMPL was
actively seeking an additional investor which would reduce LVCG’s holding below the threshold
and that other indicators of significant influence were not met as follows:
• Although David Ciclitira is a Director of both LVCG and EMPL the board of directors is
controlled by EMPL’s largest shareholder which is an unrelated third party;
• LVCG has no reserved powers in the Shareholder Agreement and such powers that
are exercisable are exercised jointly with the other shareholders; and
• LVCG does not participate in the key strategic and operational decisions of EMPL.
Page 50 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
2.4. Property, plant and equipment
All property, plant and equipment assets are stated at cost less accumulated depreciation.
Content is capitalised in the periods in which they are purchased or completed and valued at
the lower of cost and net realisable value.
Depreciation is provided on content assets over eight years on a straight-line basis to reflect
their useful life. Residual values, remaining useful lives and depreciation methods are reviewed
annually and adjusted if appropriate.
Depreciation is provided on other fixtures, fittings and office equipment over five years on a
straight-line basis. Residual values, remaining useful lives and depreciation methods are
reviewed annually and adjusted if appropriate.
2.5. Leases
In accordance with IFRS 16, ‘Leases’ a right of use asset, being the present value of the
operating lease payments over the remaining life of the lease, has been recognised within non-
current assets. The right to use assets and corresponding lease liability were calculated using
a discount rate of 9% which the Directors consider to be appropriate, based on the Group’s
current borrowing structure. The depreciation of the assets and interest charge are recognised
in the Statement of Comprehensive Income in the year and the buildings maturity analysis of
lease liabilities at 31 December 2021 is detailed in Note 25.
2.6.
Impairment of assets
The carrying amounts of the Group’s assets, other than inventories, are reviewed at each
reporting date to determine whether there is any indication of impairment. An impairment loss
is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds
its recoverable amount. Impairment losses are recognised in the Statement of Comprehensive
Income.
Where there is an indication that previously recognised impairment losses may no longer exist
or may have decreased the previously recognised impairment loss is reversed. The reversal
is limited so that the carrying value of the asset or its cash-generating unit does not exceed
either its recoverable amount, or the carrying amount that would have been determined, net of
depreciation/amortisation, had no impairment loss been recognised in prior years. Such a
reversal is recognised in the Statement of Comprehensive Income.
2.7.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct
materials and, where applicable, direct labour costs that have been incurred in bringing the
inventories to their present location and condition. Cost is calculated using a weighted average
cost method. Net realisable value represents the estimated selling price less all estimated
costs of completion and costs to be incurred in marketing, selling and distribution. The majority
of inventories are measured at fair value following the acquisition of the Bright Bricks Group in
October 2018 as detailed in Note 19.
2.8. Financial instruments
Financial assets and financial liabilities are recognised in the Group’s statement of financial
position when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs
that are directly attributable to the acquisition or issue of financial assets and financial liabilities
(other than financial assets and financial liabilities at fair value through profit or loss) are added
to or deducted from the fair value of the financial assets or financial liabilities, as appropriate,
on initial recognition. Transaction costs directly attributable to the acquisition of financial assets
Page 51 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
or financial liabilities at fair value through profit or loss are recognised immediately in profit or
loss.
Financial assets
The Group classifies its financial assets as either financial assets measured at amortised cost,
fair value through profit and loss or fair value through Other Comprehensive Income (OCI).
Financial assets at fair value through OCI consist of equity investments in other companies or
limited partnerships where the Group does not exercise either control or significant influence.
Financial assets at fair value through OCI are shown at fair value at each reporting date with
changes in fair value being shown in OCI. In cases where the Group can reliably estimate fair
value, fair value will be determined in reference to practical completion of each development
project.
All assets for which fair value is measured or disclosed in the financial statements are
categorised within the fair value hierarchy, described as follows, based on the lowest level
input that is significant to the fair value measurement as a whole:
• Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or
liabilities;
• Level 2 – Valuation techniques for which the lowest level input that is significant to the
fair value measurement is directly or indirectly observable; and
• Level 3 – Valuation techniques for which the lowest level input that is significant to the
fair value measurement is unobservable.
Financial instruments are derecognised on the trade date when the Group is no longer a party
to the contractual provisions of the instrument.
2.9. Share based payments
The Company issues equity settled share-based payment transactions to certain employees
and service providers. Equity settled share-based payment transactions with employees are
measured at the fair value at the date of grant. The calculation of fair value at the date of grant
requires the use of management’s best estimate of volatility, risk free rate and expected time
to exercise the options.
Equity settled share based payment transactions with service providers are measured at the
fair value of the goods or services received, except where the fair value cannot be reliably
estimated, in which case they are measured at the fair value of the equity instrument granted,
measured at the date the entity obtains the goods or the counterparty renders the service.
2.10. Trade and other receivables
Trade and other receivables are stated at their amortised cost. Trade receivables are reduced
by appropriate allowances for estimated irrecoverable amounts.
A loss allowance is recognised on initial recognition of financial assets held at amortised cost,
based on expected credit losses, and is re-measured annually with changes appearing in profit
or loss. Where there has been a significant increase in credit risk of the financial instrument
since initial recognition, the loss allowance is measured based on lifetime expected losses. In
all other cases, the loss allowance is measured based on 12-month expected losses. For
assets with a maturity of 12 months or less, including trade receivables, the 12-month expected
loss allowance is equal to the lifetime expected loss allowance.
Page 52 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
2.11. Cash and cash equivalents
Cash equivalents comprise short-term, highly liquid investments that are readily convertible
into known amounts of cash and which are subject to an insignificant risk of changes in value.
2.12. Trade and other payables
Trade and other payables are stated at their amortised cost.
2.13. Interest-bearing borrowings (other than compound financial instruments)
Interest-bearing borrowings are stated at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability
and of allocating interest expense over the relevant period. The effective interest rate is the
rate that exactly discounts estimated future cash payments through the expected life of the
financial liability.
2.14. Revenue recognition
Revenue is the value of goods and services provided by the Group to customers, net of VAT
and discounts. Revenue includes licence fees, revenue from the sale of products, rental fees,
sale of content (brick-based statues), brick lease fees and ticket sales from self-promoted
events.
Revenue from contracts is recognised in accordance with IFRS 15 as follows:
Identify the contract with the customer;
Identify separate performance obligations in the contract;
i.
ii.
iii. Determine the transaction price;
iv.
Allocate the transaction price to separate performance obligations; and
v. Recognise revenue when the entity satisfies a performance obligation.
Revenue recognised as above is measured on the following basis:
i.
ii.
Annual licence fees – on a straight-line basis in accordance with the terms of the
agreement, unless it is non-refundable in which case fees are recognised on the
contractual invoice date;
Event licence fees and revenue shares – in accordance with the terms of the
agreement;
iii. Content fees – on delivery of the specific content to the client in accordance with the
terms of the agreement;
Tour and show rental fees – in accordance with the terms of the agreement;
Brick lease fees – on a straight-line basis in accordance with the terms of the
agreement;
Ticket sales from self-promoted events – on the date of the event; and
Sales of products - in accordance with contract.
iv.
v.
vi.
vii.
2.15. Deferred taxation
Deferred tax is provided in full using the balance sheet liability method. Deferred tax is the
future tax consequences of temporary differences between the carrying amounts and tax
bases of assets and liabilities shown on the Statement of Financial Position.
The amount of deferred tax provided is based on the expected manner of recovery or
settlement of the carrying amount of assets and liabilities, using tax rates enacted or
substantively enacted at the reporting date.
The Group does not recognise deferred tax liabilities, or deferred tax assets, on temporary
differences associated with investments in subsidiaries, as it is not considered probable that
the temporary differences will reverse in the foreseeable future.
Page 53 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits
will be available against which the asset can be utilised. The carrying amounts of the deferred
tax assets are reviewed at each statement of financial position date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of
the assets to be recovered.
2.16. Segmental reporting
The Group has three operating segments, namely: Models and Sets, Tours and Trails and
Sports and Entertainment. In identifying these operating segments, management generally
follows the Group’s service lines representing its main products and services (see Note 4).
For management purposes, the Group uses the same measurement policies as those used in
its consolidated financial statements, except for certain items not included in determining the
operating profit of the operating segments, such as exceptional costs.
In addition, corporate assets and expenses which are not directly attributable to the business
activities of any operating segment are not allocated to a segment. This primarily applies to
the Group’s headquarters.
2.17. Foreign currencies
Monetary assets and liabilities expressed in foreign currencies are translated at the rates of
exchange ruling at the reporting date. Transactions in foreign currencies are translated at
the rate ruling at the date of the transaction. Differences on exchange arising on translation
of subsidiaries are charged directly to other comprehensive income. All other exchange
differences have been charged to the profit or loss in the period under review.
2.18. Exceptional items
Exceptional items are those costs incurred by the Group which are considered by the Directors
to be material in size and are unusual and infrequent in occurrence which require separate
disclosure within the financial statements. See Note 6 for details of exceptional items in the
year.
2.19. Government grants and assistance
Government grants and assistance are recognised in the related expense line in the
consolidated statement of comprehensive income on a systematic basis over the period in
which the entity recognises the expense, for which the grant is intended to compensate.
Therefore, grants in recognition of specific expenses are recognised in the related expense
line in the same period.
The Group continued to makes use of the Coronavirus Job Retention Scheme receiving a total
of £185,000 (2020: £425,000) during the year.
Page 54 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
2.20. Reserves
Reverse acquisition reserve
The reverse acquisition reserve of (£24,268,000) arose in December 2017 with the acquisition
of 100% of the issued share capital of Brick Live Group, 100% of the issued share capital of
Parallel Live Group and the remaining 61.1% of Brick Live Far East Limited not already owned
indirectly by the Group via Brick Live International Limited, The transaction was treated as a
reverse acquisition on a consolidated bases with Brick Live Group Limited considered to be
the acquirer for the purposes of the consolidated financial statements with the cumulative
acquisition adjustment to adjust comparatives to a consistent basis in the consolidated
financial statements treated as a reverse acquisition reserve.
Forex reserve
The forex reserve of £570,000 comprises all foreign currency differences arising from
translation of the financial position and performance of certain subsidiaries, which have a
functional currency different to the Group’s presentation currency of GBP.
Own shares reserve
The own share reserve of (£2,111,000) arose in August 2020 on the creation of the Employee
Benefit Trust (‘EBT’), following the termination of the ESA described in Note 33, and the EBT’s
acquisition into trust of 5,726,480 ordinary shares in the Company previously held by YA II and
RiverFort (representing 6.51%. of the Company's issued share capital at the time). Movement
on the reserve reflects changes in the number of shares held by the EBT during the year.
Merger reserve
The merger reserve of £14,472,000 comprises:
• £4,833,333, being the premium recognised on the issue of 16,666,666 new ordinary
shares with a nominal value of 1p and a price of 30p in consideration for the entire
issued share capital of Brick Live Group Limited in December 2017;
• £966,666, being the premium recognised on the issue of 3,333,3334 new ordinary
shares with a nominal value of 1p and a price of 30p in consideration for the entire
issued share capital of Parallel Live Group Limited in December 2017;
• £2,851,297, being the premium recognised on the issue of 9,832,060 new ordinary
shares with a nominal value of 1p and a price of 30p in consideration for the remaining
61.1% of the issued share capital of Brick Live Far East Limited not already owned
indirectly by the Company through Brick Live International Limited in December 2017;
• £5,415,385, being the premium recognised on the issue of 8,461,536 new ordinary
shares with a nominal value of 1p and a price of 65p in partial consideration for the
entire issued share capital of Bright Bricks Holdings Limited in October 2018; and
• £405,000, being the premium recognised on the issue of 941.860 new ordinary shares
with a nominal value of 1p and a price of 44p in partial consideration for the entire
issued share capital of Bright Bricks Holdings Limited in November 2019.
Capital Redemption Reserve
The capital redemption reserve of £5,034,000 comprises the cumulative effect of previous
reorganisations in the capital of the Company and represents the value of shares redeemed
from retained earnings.
Page 55 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Share option reserve
The share option and warrant reserve of £515,000 is attributable to the accumulated charge
relating to share options and warrants issued by the Company which is recognised over the
vesting period of the share option or warrant. This is partially offset by the accumulated charge
relating to lapsed share options and warrants, which is transferred to retained earnings.
3.
Accounting estimates and judgements
The preparation of these consolidated financial statements in accordance with generally
accepted accounting practice, being UK adopted International Accounting Standards, requires
the Directors to make estimates and judgements that affect the reported amount of assets,
liabilities, income and expenditure and the disclosures made in these consolidated financial
statements. Such estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events.
The significant judgements made by management in applying the Group’s accounting policies
as set out above, and the key sources of estimation which management consider may have a
significant risk of causing a material adjustment to the reported amounts in the year, were:
Impairment of investments and goodwill
The Directors have carried out impairment reviews of the Group’s intangible assets, goodwill,
investments and the share of net assets of associates as detailed in Notes 15, 16, 17 and 18.
Depreciation and amortisation
Depreciation rates have been set to accurately reflect the reduction in value of property, plant
and equipment assets over their economic life, less their expected residual value. This requires
judgement by the Directors, who have set the depreciation rates as detailed in Note 2.4 to
these consolidated financial statements based on their knowledge of the industry and typically
how long each asset type retains its value.
Amortisation rates have been set to reflect the reduction in value of intangible assets over their
economic life, less their expected residual value. This requires judgement by the Directors,
who have set the amortisation rates as detailed in Note 2.2 to these consolidated financial
statements based on their knowledge of the industry and typically how long each asset type
retains its value.
Revenue recognition with customers
Revenue from contracts with customers is recognised in accordance with IFRS 15. This
requires judgement as revenue transactions are subject to a variety of contract terms, albeit
under the general guidelines of the accounting policies for revenue recognition as explained in
Note 2.14 to these consolidated financial statements.
Share option and warrants
The Black-Scholes model is used to calculate the appropriate charge of the share options and
warrants. The use of this model to calculate the charge involves a number of estimates and
judgements to establish the appropriate inputs to be entered into the model, covering areas
such as the use of an appropriate interest rate and dividend rate, exercise restrictions and
behavioural considerations. A significant element of judgement is therefore involved in the
calculation of the charge.
Carrying value of inventory
The Directors have carried out impairment reviews of the Group’s inventory as detailed in Note
19. Inventory is not readily replaceable and has a long economic life, a significant element of
judgement is therefore involved in assessing it for impairment.
Page 56 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Carrying value of content assets
The Directors have carried out impairment reviews of the Group’s content assets as detailed
in Note 13. Content assets are unique and have a long economic life, a significant element of
judgement is therefore involved in assessing them for impairment.
Accounting treatment of investments, and acquisition
The Company has an interest, both directly and indirectly, in a number of entities over which it
exerts a varying degree of control or influence. The accounting treatment of business
combinations in accordance with IFRS 3, and also consolidation of subsidiaries under IFRS
10 and treatment of associates under IAS 28 requires a significant element of judgement in
assessing the extent to which the acquired entity represents a business combination or
acquisition of assets and the extent to which it is controlled or influenced by the Group.
4.
Segment reporting
The Directors have identified the Group’s business segments by reference to the principal
product and service lines offered and geographical organisation of the business as reported to
the Executive Chairman, identified by the Directors as the chief operating decision-maker
(CODM).
Reportable segments
The reportable segment results for the year ended 31 December 2021 are as follows:
BRICKLIVE
Models
and Sets
£'000
578
Tours and
Trails
£'000
1,247
437
291
53
-
-
-
941
629
867
-
-
-
Sports and
Entertainment
Unallocated
Total
£’000
849
506
309
1
-
-
-
£'000
-
-
1,256
228
108
364
61
£'000
2,674
1,884
2,485
1,149
108
364
61
(203)
(1,190)
33
(2,017)
(3,377)
Revenue
Cost of sales*
Administrative
expenses
Amortisation and
depreciation
Finance costs
Exceptional items
Taxation
Segment
(loss)/profit for the
year
The reportable segment results for the year ended 31 December 2020 were as follows:
Page 57 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
BRICKLIVE
Models
and Sets
£'000
497
Tours and
Trails
£'000
1,360
684
540
21
-
-
-
1,166
1,479
762
-
-
-
Sports and
Entertainment
Unallocated
Total
£’000
-
-
-
-
-
-
-
£'000
-
-
1,075
42
110
4,355
(144)
£'000
1,857
1,850
3,094
825
110
4,355
(144)
(748)
(2,047)
-
(5,438)
(8,233)
Revenue
Cost of sales*
Administrative
expenses
Amortisation and
depreciation
Finance costs
Exceptional items
Taxation
Segment
(loss)/profit for the
year
Content depreciation is included with amortisation and depreciation in this note 4 but in cost of
sales in the Consolidated Statement of Comprehensive Income on page 38.
Administrative expenses are apportioned to each trading segment in proportion to the revenue
earned.
Segment assets consist primarily of property, plant and equipment, intangible assets,
investments, goodwill, trade and other receivables and cash and cash equivalents.
Unallocated assets comprise deferred taxation and financial assets held at fair value through
profit or loss. Segment liabilities comprise operating liabilities; liabilities such as deferred
taxation are not allocated to individual business segments.
Segment assets and liabilities as at 31 December 2021 are as follows:
BRICKLIVE
Models
and Sets
£'000
-
Tours and
Trails
£'000
10,399
-
5,828
Sports and
Entertainment
Unallocated
Total
£’000
343
-
£'000
1,115
607
£'000
11,857
6,435
Assets
Labilities
Segment assets and liabilities as at 31 December 2020 were as follows:
BRICKLIVE
Models
and Sets
£'000
-
Tours and
Trails
£'000
10,868
-
5,776
Sports and
Entertainment
Unallocated
Total
£’000
-
-
£'000
1,322
645
£'000
12,190
6,421
Assets
Labilities
Page 58 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Geographical information
The Group’s business segments operated in five principal geographical areas in the year,
although they are managed on a worldwide basis from the Group’s head office in the United
Kingdom.
A geographical analysis of the Group’s continuing revenue and non-current assets is given
below. Revenue is allocated based on the location of the customer; non-current assets are
allocated based on the physical location of the asset.
Revenue
United Kingdom
Europe
USA
Asia
Middle East and Africa
Non-current assets
United Kingdom
Europe
USA
South America
Asia
Middle East and Africa
Unallocated
2021
£’000
999
321
314
147
893
2,674
2021
£’000
4,721
270
668
-
786
-
884
7,329
2020
£’000
1,013
49
265
434
96
1,857
2020
£’000
4,445
-
394
31
711
310
896
6,787
Major customers
Included within BRICKLIVE Tours and Trails are revenues of £128,000 (2020: £225,000) which
arose from sales to the Groups largest customer.
5. Operating loss before exceptional items
This is stated after charging:
Content depreciation (included within cost of sales)
Loss on disposal of content assets (included within cost of
sales)
Other depreciation and amortisation (included within
administrative expenses)
Inventories recognised as an expense
Depreciation on right of use assets
Net foreign exchange losses
6.
Exceptional items
The exceptional items consist of the following:
Page 59 of 87
2021
£’000
754
-
333
637
62
-
2020
£’000
705
192
57
1,036
61
17
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Share options and warrants charge
Transactional and reorganisational costs
Impairment of associate and intangible assets
2021
£’000
286
66
12
364
2020
£’000
278
2,676
1,401
4,355
2021 Exceptional items
Share option and warrant charge
Ongoing charges related to options and warrants issued in connection to previous
transactional and reorganisational events, the costs of which were treated as exceptional items
at the time, continue to be classified as exceptional items in the year they are recognised.
The Group uses the Black–Scholes model to value its share option and warrants. Certain
judgement is required in terms of selecting the risk-free interest rate and standard deviation
rate used. The charge for the current year is £286,000 which may increase or decrease with
changes to these rates.
Transactional and reorganisational costs
Transactional costs relate to equity raises completed during the year as detailed in Note 27
and the ongoing guarantee fees relating to the HP Agreement entered into with Close Leasing
Ltd. in August 2020 as detailed in Note 22.
Impairment of associate and intangible assets
The Directors considered the carrying value of goodwill as at 31 December 2021 and
determined the impairment, as detailed in Note 17 was required.
2020 Exceptional items
Share option and warrant charge
Ongoing charges related to options and warrants issued in connection to previous
transactional and reorganisational events, the costs of which were treated as exceptional items
at the time, continue to be classified as exceptional items in the year they are recognised. The
Group uses the Black–Scholes model to value its share option and warrants, the charge for
2020 was £278,000.
Transactional and reorganisational costs
Transactional costs relate to various debt and equity raises completed during 2020 as well as
costs associated with terminating the ESA as detailed in note 33.
Impairment of associate and intangible assets
The Directors considered the carrying value of goodwill, investments and the share of net
assets of associates as at 31 December 2020 and determined the impairment, as detailed in
Notes 16, 17 and 18 were required.
Page 60 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
7.
Auditor’s remuneration
Fees payable to the auditor, Moore Kingston Smith LLP, for
the audit of the annual accounts of the Group and the
Company
Taxation compliance
2021
£’000
2020
£’000
81
8
89
76
8
84
8.
Employees
The average number of employees (including Directors not under employment contracts)
during the year was:
Administration
Production
Sales
2021
No.
5
28
2
35
2020
No.
5
44
3
52
The aggregate payroll costs (including Directors not under employment contracts) were:
Wages, salaries and fees
Social security costs
Pension costs
2021
£’000
1,448
77
13
1,538
2020
£’000
2,250
133
22
2,405
Wages, salaries and fees are stated in this note 8 gross of £185,000 (2020: £425,000) received
in accordance with the Coronavirus Job Retention Scheme which is netted off in the
Consolidated Statement of Comprehensive Income on page 40.
9.
Remuneration of Directors and key management personnel
In the opinion of the Board, only the Directors of the Company and the other members of the
Executive Team, as detailed in the Corporate Governance Report, are regarded as key
management personnel. The remuneration of key management personnel during 2021 was,
in aggregate, £451,000 (2020: £508,000).
Directors’ remuneration and fees, including Non-Executive Directors, during the year were as
follows, (no pension contributions were made in either 2021 or 2020):
Page 61 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
David Ciclitira
Bryan Lawrie
Serenella Ciclitira*
Ranjit Murugason*
Trudy Norris-Grey (resigned 14 February 2021)
Simon Horgan (resigned 17 February 2021)*
Mark Freebairn (resigned 14 February 2021)*
Stephan Birrell (appointed 27 July 2021)
2021
£’000
261
17
20
107
15
2
2
27
451
*In 2020 the Non-Executive Directors waived their fees for Q2 and Q3.
David Ciclitira
UK Chairman’s fees*
International consultancy fees
Additional contracted work during the year
2021
£’000
-
250
11
261
2020
£’000
330
76
10
20
52
10
10
-
508
2020
£’000
25
250
55
330
*In 2021 David Ciclitira voluntarily waived his Chairman’s fees.
In the prior year David Ciclitira invoiced a further £178,000 for further additional contracted
work which was subsequently paid but then waived by credit note. The balance is included in
unpaid balances due to related parties at 31 December 2020. This was subsequently offset
against the outstanding loan balance due to David Ciclitira in the current year.
Bryan Lawrie
Fees as Chief Financial Officer
Non-Executive fees
2020
£’000
71
5
76
Fees for the services of Bryan Lawrie as Chief Financial Officer were paid to CFO Partners
Limited.
2021
£’000
-
17
17
Ranjit Murugason
Temporary increase agreed in February 2021
Non-Executive fees
Stephen Birrell
2021
£’000
67
40
107
2020
£’000
-
20
20
Consultancy fees
Non-Executive fees
2020
£’000
-
-
-
Fees for consultancy services provided by Stephen Birrell were paid to Ossian Energy Limited.
2021
£’000
15
12
27
In April 2019 the Group adopted a share option scheme on 2 April 2019 for certain Directors
and senior management. Options are generally exercisable at a price equal to the market price
Page 62 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
of the Plc shares on the day immediately prior to the date of the grant. Options are forfeited if
the employee leaves the Group before the options vest.
As at 31 December 2021 the following outstanding share options were held by Directors and
key management personnel. No options were issued to directors in 2020 or 2021.
David Ciclitira
Bryan Lawrie
Serenella Ciclitira
Ranjit Murugason
Stephan Birrell (appointed 27 July 2021)
2021
1,341,891
335,472
-
-
-
1,677,363
2020
1,341,891
335,472
-
-
-
1,677,363
Further information on share options are set out in Note 30.
Further information on related party transactions are set out in Note 32.
10. Finance costs
Loan interest
Interest expense on lease liabilities
Other interest
2021
£’000
65
19
24
108
2020
£’000
59
24
27
110
Included in loan interest is £22,000 (2020: £51,000) paid to David Ciclitira in accordance with
the loan facility described in Note 22, see also Note 32.
11. Taxation
Current tax
UK Corporation tax in respect of current year:
Current taxation
Adjustments in respect of prior years
Total tax (credit) charge for the year
Deferred taxation
Original and reversal of timing differences
Effect of change in tax rates
Total deferred taxation charge
Tax charge on loss on ordinary activities
2021
£’000
-
(56)
(56)
(87)
204
117
61
2020
£’000
-
(238)
(238)
28
66
94
(144)
Page 63 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Loss on ordinary activities before tax
Loss on ordinary activities at the standard rate of corporation
tax of 19% (2020: 19%)
Effect of disallowable expenditure
Tax losses (utilised)/carried forward
Effect of change in tax rates
Adjustment in respect of prior years
Effect of different tax rates applied in overseas jurisdictions
Total tax charge/(credit) for the year
2021
£’000
(3,316)
(630)
234
299
204
(56)
10
61
2020
£’000
(8,377)
(1,592)
960
660
66
(238)
-
(144)
12. Earnings per share
The basic earnings per share is calculated by dividing the (loss)/profit attributable to equity
shareholders by the weighted average number of shares in issue during the year. In calculating
the diluted earnings per share, any outstanding share options, warrants and convertible loans
are taken into account where the impact of these is dilutive.
Loss for the year after tax (£’000)
Weighted average number of shares in issue
Basic and diluted earnings per share
2021
(3,377)
2020
(8,233)
131,155,672 83,678,936
(9.8p)
(2.6p)
Diluted earnings per share in both 2021 and 2020 are the same as basic earnings per share,
as there are no dilutive options or warrants in issue during these years, the number of
outstanding share options and warrants are detailed in Note 30.
13. Property, plant and equipment
Page 64 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Group
Content
Other
Total
Cost
Cost at start of year
Additions for year
Disposals
Cost at end of year
Depreciation
Cumulative depreciation at
start of year
Charge for year
Eliminated on disposal
Cumulative depreciation at
end of year
Net book value at end of
year
Net book value at start of
year
2021
£’000
5,556
586
-
6,142
2020
£’000
5,015
921
(380)
5,556
2021
£’000
2020
£’000
175
3
-
178
176
14
(15)
175
2021
£’000
5,731
589
-
6,320
2020
£’000
5,191
935
(395)
5,731
1,487
970
100
69
1,587
1,039
754
-
705
(188)
47
-
2,241
1,487
147
46
(15)
100
801
-
751
(203)
2,388
1,587
3,901
4,069
31
75
3,932
4,144
4,069
4,045
75
107
4,144
4,152
The Company had no property, plant and equipment assets in either 2021 or 2020.
The Directors considered the carrying value at 31 December 2021 for each asset and it was
determined that no impairment was required.
14. Right of use Assets
Buildings
Cost
Cost at start of year
Additions for year
Cost at end of year
Depreciation
Cumulative depreciation at start of year
Charge for year
Cumulative depreciation at end of year
Group
2021
£’000
2020
£’000
308
-
308
77
62
139
308
-
308
16
61
77
Net book value at end of year
Net book value at start of year
The Company had no right of use assets in either 2021 or 2020.
169
231
231
292
Page 65 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
15.
Intangible assets
Cost
Cost at start of year
Additions for year
Cost at end of year
Amortisation
Cumulative amortisation at start of year
Charge for year
Cumulative amortisation at end of year
Group
2021
£’000
1,539
1
1,540
23
286
309
2020
£’000
88
1,451
1,539
12
11
23
Company
2021
£’000
2020
£’000
1,450
-
1,450
-
1,450
1,450
-
277
277
-
-
-
Net book value at end of year
Net book value at start of year
1,231
1,516
1,516
76
1,173
1,450
1,450
-
Trademarks
Trademarks are obtained for each show in each jurisdiction around the world. Trademarks are
amortised over their estimated useful lives, which is on average 10 years. The carrying value
of trademarks at 31 December 2021 is £59,000 (2020; £66,000).
LCSE
In December 2020 the Company formed a new Sports and Entertainment division (‘LCSE’)
through the acquisition of the entire issued share capital of Live Company Sports and
Entertainment Limited together with its wholly owned subsidiary Live Company Sports and
Entertainment (Pty) Limited and 50% interest in K-Pop Europa Limited for £650,000. Prior to
the acquisition Live Company Sports and Entertainment Limited was 100% owned by David
Ciclitira.
The Company also purchased certain contracts from World Sport South Africa (Pty) Limited
for £500,000 and acquired the entire issued share capital of E Movement Holdings Ltd for
£300,000. Prior to the acquisition E Movement Holdings Ltd was 33.34% owned by David
Ciclitira.
The substance of these transactions being the acquisition of a series of contracts rather than
a business combination as defined in IFRS 3 ‘Business Combinations’. The acquired contracts
are amortised over the period of the rights acquired, where contracts are renewable and are
likely to be renewed for a further period such further period, but no subsequent periods, is
considered to be part of the period of the rights acquired. The carrying value of these contracts
at 31 December 2021 is £1,172,000 (2020; £1,450,000).
Page 66 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
2020 Acquisitions
Purchase price
Live Company Sports and Entertainment Limited
Live Company Sports and Entertainment Pty Limited
K-Pop Europa Limited (50%)
Novation of contracts
E Movement Holdings Ltd
Satisfied by:
Cash
Deferred consideration
Equity instruments (6,000,000 Ordinary shares of parent Company)
£’000
650
-
-
500
300
1,450
50
800
600
1,450
As detailed in Note 27 5,500,000 Ordinary shares of the Company representing £550,000 of
the deferred consideration were issued in May 2021; a further 1,142,858 Ordinary shares of
the Company representing a further £40,000 of the deferred consideration were issued in
December 2021, which together with cash payments of £25,000 in March 2021 and £25,000
in April 2021 left £160,000 of deferred consideration outstanding at 31 December 2021.
In March 2022 £45,000 of the outstanding deferred consideration due to David Ciclitira was
settled in cash, leaving £105,000 of deferred consideration outstanding of which £55,000 is
due to David Ciclitira.
The Directors considered the carrying value at 31 December 2021 for each intangible asset
and it was determined that no impairment was required.
16.
Investments
Cost
Cost at start of the year
Additions for the year
Cost at end of year
Group
2021
£’000
-
1,113
1,113
Impairment
At start of the year
Impairment in the year
Reversal of prior year impairment
Cumulative impairment at end of year
-
-
-
-
Net book value at end of the year
Net book value at start of year
1,113
-
2020
£’000
Company
2021
£’000
2020
£’000
-
-
-
-
-
-
-
-
-
17,450
1,113
18,563
17,450
-
17,450
11,425
116
(3,816)
7,725
10,838
7,725
-
11,425
-
11,425
6,025
17,450
Cash generating units
The Directors considered the carrying value at 31 December 2021 for each cash generating
unit, identified below, based on a detailed budget and forecast, discounted over five years at
Page 67 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
the Groups current cost of capital, considered by the Directors to be 9%, and it was determined
the impairment, and reversal of prior impairment, as described in the table below, was required.
Brick Live Far East Limited
Brick Live Group (incorporating Bright
Bricks Limited)
Parallel Live Group
At start
of year
£’000
-
5,025
1,000
6,025
Additions
(Impairment)
/reversal of
£’000
-
-
-
-
£’000
-
3,816
(116)
3,700
At end
of year
£’000
-
8,841
884
9,725
Financial assets
The Directors considered the carrying value at 31 December 2021 for each investment,
identified below, and it was determined that no further impairment was required.
Start Art Global Ltd
E-Movement (PTY) Ltd
At start
of year
£’000
-
-
-
Additions
Impairment
£’000
1,000
113
1,113
£’000
-
-
-
At end of
year
£’000
1,000
113
1,113
In May 2021 the Company subscribed to 389 ordinary shares in Start Art Global Limited.
(‘StART.Art’), representing a non-controlling stake of 18.6% of the total issued share capital of
the company, for a total consideration of £1,000,000. Prior to the transaction StART.Art was
100% owned by David Ciclitira and Ranjit Murugason as detailed in Note 32.
In November 2021 StART.Art acquired the entire issued share capital of Start (2013) Limited,
the promoter of the StART Art Fair, in an all share transaction, resulting in a decrease in the
Company’s interest in the enlarged group from 18.6% to 14.6% with no diminution of value.
Prior to the acquisition Start (2013) Limited was 100% owned by David Ciclitira and Ranjit
Murugason as detailed in Note 32. In December 2021 StART.Art issued a further 180 ordinary
shares to LVCG for nominal consideration increasing LVCG’s holding to 19.9%.
There being no active market for shares in StART.Art the carrying value has been assessed
with reference to a DCF model prepared by the management of StART.Art and reviewed by
the directors of LVCG. The valuation has also been reviewed by a third party independent
valuer.
In November 2021 the Company purchased 271 ordinary shares, representing 20% of the total
issued share capital, in E-Movement (PTY) Limited ('EMPL') from David Ciclitira for a total
consideration of £113,460. These shares were originally purchased by David Ciclitira (acting
in his personal capacity) for the same amount in anticipation of them being transferred to the
Company. EMPL is the South African based promoter of the Cape Town E Prix which has
been confirmed for Series 9 of the ABB FIA Formula E World Championship and due to take
place in February 2023.
These transactions have been treated as the acquisition of investments as detailed in Note
2.8.
Page 68 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Start Art Global Limited
E-Movement (PTY) Limited
Satisfied by:
Cash
17. Goodwill
Purchase price
£’000
1,000
113
1,113
1,113
1,113
Cost at start and end of year
Impairment
At start of the year
Impairment in the year
Cumulative impairment at end of
year
Net book value at end of year
Net book value at start of year
Group
Company
2021
£’000
8,888
7,992
12
8,004
884
896
2020
£’000
8,888
4,581
3,411
7,992
896
4,307
2021
£’000
-
2020
£’000
-
-
-
-
-
-
-
-
-
-
-
Cash generating units
The Directors considered the carrying value at 31 December 2021 for each cash generating
unit, identified below, based on a detailed budget and forecast, discounted over five years at
the Groups current cost of capital, considered by the Directors to be 9%, and it was determined
the impairment, as described in the table below, was required.
Brick Live Far East Limited
Brick Live Group (incorporating Bright
Bricks Limited)
Parallel Live Group
At start
of year
£’000
-
-
896
896
Additions (Impairment)
£’000
-
-
-
-
£’000
-
-
(12)
(12)
At end
of year
£’000
-
-
884
884
18.
Investments in Associates and Joint Ventures
Page 69 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Cost
Cost at start of year
Additions in the year
Cost at end of year
Impairment
At start of year
Impairment in the year
At end of year
Net book value at end of year
Net book value at start of year
Group
Company
2021
£’000
2020
£’000
2021
£’000
2020
£’000
197
-
197
197
-
197
-
-
197
-
197
111
86
197
-
86
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Brick Live Centre Education Development (Beijing) Company Ltd (‘BLCED’)
In July 2017, BLFE entered into a long-term agreement with Fortune Access, to create a limited
liability foreign enterprise company in China called Brick Live Centre Education Development
(Beijing) Company Limited. BLFE agreed to invest 980,000 RMB (approximately £111,000) for
a 49% shareholding. Based on the performance in the year ended 31 December 2020 the
investment in the associate was impaired to £nil.
The Group accounts for the associate under the equity method of accounting.
The results of BLCED in the year are:
Revenue
Loss before tax
Taxation
Loss after tax
Current assets
Non-current assets
Current liabilities
Non-current liabilities
2021
£’000
473
(468)
-
(468)
380
490
(1,205)
(64)
(400)
2020
£’000
128
(500)
-
(500)
287
693
(912)
-
68
In August 2021 Fortune Access injected a further 516,000 RMB (approximately £65,000).
BLCED losses have been recognised through the Consolidated Statement of Comprehensive
Income to the extent that they do not exceed the Group’s initial investment in BLCED together
with the Group’s share of its accumulated profits. The Group’s unrecognised share of BLCED’s
loss for the year to 31 December 2021 is £168,000. The Groups unrecognised share of
BLCED’s cumulative loss is £118,000.
Parallel Three Six Zero Inc (‘PTSZ’)
In September 2018, Parallel Live Group signed a joint venture agreement with US-based
company Three Six Zero, forming the new company Parallel Three Six Zero Inc. It has been
granted exclusive rights by Parallel Live Group to promote BRICKLIVE events in North America
and Canada with Brick Live International Limited as its content provider.
Page 70 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
There were no BRICKLIVE events in North America operated by PTSZ in 2021 or 2020.
The Group accounts for the joint venture under the equity method of accounting.
The results of the PTSZ in the year are:
Revenue
Loss before tax
Taxation
Loss after tax
Current assets
Non-current assets
Current liabilities
Non-current liabilities
19.
Inventories
Inventories of bricks
Work in progress
2021
£’000
2020
£’000
-
-
-
-
-
-
(27)
-
(27)
-
(1)
-
(1)
-
-
(27)
-
(27)
Group
2021
£’000
3,742
63
3,805
2020
£’000
4,633
198
4,831
Company
2021
£’000
2020
£’000
-
-
-
-
-
-
Included in inventories is £3,097,000 (2020: £3,983,000) of stock acquired on acquisition of
Bright Bricks Group and included at fair value at that date.
Included in inventories is £1,500,000 (2020: £1,500,000) subject to a sale and HP Agreement
entered into with Close Leasing Limited, (see Note 22).
The Directors considered the carrying value at 31 December 2021 for inventories and it was
determined that no impairment was required.
20. Trade and other receivables
Trade receivables
Amounts owed by subsidiaries (note 34)
Other receivables
Prepayments and accrued income
Group
2021
£’000
2020
£’000
Company
2021
£’000
2020
£’000
231
41
57
183
512
123
-
64
217
404
2
1,155
50
123
1,330
-
1,226
78
156
1,460
Amounts owed by subsidiaries are unsecured, interest free and repayable on demand.
Page 71 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
21. Cash and cash equivalents
Cash at bank
22. Borrowings
Loan due within one year
Loan due after one year
Group
2021
£’000
2020
£’000
Company
2021
£’000
2020
£’000
211
168
-
191
Group
Company
2021
£’000
477
1,201
1,678
2020
£’000
615
1,430
2,045
2021
£’000
56
185
241
2020
£’000
167
83
250
In April 2020 the Company entered into a £250,000 CBILS loan agreement with NatWest Bank
Plc of which £240,740 remained outstanding at the balance sheet date. The loan is unsecured,
for a term of six years with an effective interest rate of 4.08%.
In April 2020 the Group entered into a £500,000 loan agreement with David Ciclitira of which
£90,823 remained outstanding at the balance sheet date. The loan from David Ciclitira bears
interest at 16.2% and is secured by a second fixed and floating charge over the Groups assets
with priority given to the security held by Close Leasing Limited as detailed below. In March
2022 the outstanding balance was repaid in full.
In August 2020 the Group entered into an agreement with Close Leasing Limited whereby
stock totalling £1,500,000 included under Inventories in the Statement of Financial Position in
these condensed consolidated financial statements was sold to Close Leasing Limited and
purchased back under the terms of a £1,500,000 Hire Purchase Facility (HP Agreement)
provided in conjunction with the CBILS, of which £1,346,504 remained outstanding at the
balance sheet date. The HP Agreement was for a term of five years at an effective interest rate
of 5.14% secured against the £1,500,000 of stock subject to the agreement and a fixed and
floating charge over the Groups other assets.
23. Trade and other payables
Page 72 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Trade payables
Amounts owed to subsidiaries
Other payables
Other taxation and social security
Accruals and deferred income
Group
Company
2021
£’000
2020
£’000
2021
£’000
2020
£’000
1,098
-
275
1,265
1,170
3,808
574
-
866
924
1,120
3,484
533
217
188
32
336
1,306
112
66
835
24
343
1,380
Amounts owed to subsidiaries are unsecured, interest free and repayable on demand.
Other payables include £160,000 (2020: £800,000) of deferred consideration as detailed in
Note 15.
24. Financial risks
The Group and Company operations expose them to a number of financial risks. The Directors
aim to protect the Group and Company against the potential adverse effects of these financial
risks.
Financial assets
Financial assets include cash and trade and other receivables, excluding prepayments.
These amounts, where appropriate, have been shown separately on the face of the Statement
of Financial Position. Funds not immediately required for the Group and Company’s operations
are invested in bank deposits. It is the Directors’ opinion that the carrying values of cash, trade
receivables and investments approximate to their fair values.
Financial liabilities
Financial liabilities include current and non-current borrowings and trade and other payables
(excluding taxation and social security and deferred income).
All amounts are carried at amortised cost. These amounts have been disclosed in the notes to
the financial statements. It is the Directors’ opinion that the carrying values of financial liabilities
approximate to their fair-value.
Liquidity risk
The Group and Company’s surplus liquid resources are maintained on short-term interest-
bearing deposits. The Group and Company plans to continue to meet operating and other loan
commitments as they fall due. Liquidity risk is managed through cash flow forecasts and
regular planning.
Set out below are liquidity risk comparative tables as at 31 December 2021 and 31 December
2020.
Page 73 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Remaining contractual maturities year ended 31 December 2021
Group
Bank loans and borrowings
Trade and other payables
Lease liabilities
Company
Bank loans and borrowings
Trade and other payables
Within
3 months
£’000
185
1,373
16
1,574
> 3
months
< 1 year
£’000
> one
year
< 5 years
£’000
Total
carrying
amount
£’000
292
-
50
342
1,201
-
122
1,323
1,678
1,373
188
3,239
Within
3 months
> 3
months
< 1 year
> one
year
< 5 years
Total
carrying
amount
£’000
£’000
£’000
£’000
14
938
952
42
-
42
185
-
185
241
938
1,179
Remaining contractual maturities year ended 31 December 2020
Group
Bank loans and borrowings
Trade and other payables
Lease liabilities
Company
Bank loans and borrowings
Trade and other payables
Within
3 months
£’000
8
1,440
15
1,463
> 3
months
< 1 year
£’000
> one
year
< 5 years
£’000
Total
carrying
amount
£’000
607
-
45
652
1,430
-
188
1,618
2,045
1,440
248
3,733
Within
3 months
> 3
months
< 1 year
> one
year
< 5 years
Total
carrying
amount
£’000
£’000
£’000
£’000
-
1,013
1,013
167
-
167
83
-
83
250
1,013
1,263
Trade and other payables above exclude taxation and accruals and deferred income.
Page 74 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Credit risk
Financial assets past due but not impaired as at 31 December 2021:
Not
impaired
and not
past due
Not impaired but past due
by the following amounts
>30 days
>60 days
>90 days
£’000
£’000
£’000
£’000
269
1,207
14
-
8
-
16
-
Group: Trade and other
receivables
Company: Trade and other
receivables
Financial assets past due but not impaired as at 31 December 2020:
Not
impaired
and not
past due
Not impaired but past due
by the following amounts
>30 days
>60 days
>90 days
£’000
£’000
£’000
£’000
113
1,304
25
-
-
-
-
-
Group: Trade and other
receivables
Company: Trade and other
receivables
>120
days
£’000
22
-
>120
days
£’000
49
-
Trade and other receivables above exclude prepayments and accrued income.
The Group is exposed to credit risk on its cash and cash equivalents, trade and other
receivables. The maximum exposure to credit risk is represented by the carrying value of each
financial asset.
Credit risk with respect to cash is reduced through maintaining banking relationships with
established financial intermediaries with acceptable credit ratings. Bank deposits as at 31
December 2021 were £211,000 (2020: £168,000), all of which are considered of low credit
risk.
Credit risk with respect trade and other receivables Is reduced through assessing all material
new clients for credit risk prior to entering into a contractual relationship. All trade and other
receivables are assessed regularly for credit risk and those which are past due by 90 days or
more and where there has been a breakdown of communication with the client such that there
is no longer confidence that the sum will be collectable are impaired to the extend they are no
longer expected to be colectable.
Group trade and other receivables excluding prepayments and accrued income as at 31
December 2021 were £287,000 (2020: £187,000), all of which are collected and/or collectable
and are considered of low credit risk.
Page 75 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Market risk
a. Interest rate risk
The Group had two outstanding interest bearing loans (one with NatWest Bank PLC and
one with David Ciclitira) and the HP Agreement with Close Leasing Limited at the year
end.The interest rates in respect of the HP Agreement and loan from David Ciclitira are
fixed and in respect of the loan from NatWest Bank PLC is calculated in relation to bank
Base Rate, there are no early redemption penalties associated with the NatWest Bank PLC
loan and the risk is therefore considered to be insignificant.
b. Foreign currency risk
Although the Company is based in the United Kingdom, a significant part of the Group’s
and Company’s operations are overseas, and the operating or functional currency of a
large part of the global business is in US Dollars, Euros and South African Rand. As a
result, the Group’s sterling accounts can be affected by movements in the US
Dollar/Sterling, the Euro/Sterling and the South African Rand/Sterling exchange rates.
The foreign assets and liabilities of the Group and Company are closely matched as at 31
December 2021. The table below sets out the carrying amounts of assets and liabilities for
the Group in their presentational currency (i.e. Sterling) and a total impact for each 10%
fluctuation in exchange rates. Based on the carrying amounts of foreign assets and
liabilities as at 31 December 2021, for each 10% fluctuation in exchange rates, net assets
are expected to be impacted by £11,000 (2020: £16,000).
Year ended 31 December 2021
Carrying amount (sterling equivalent)
Forex Risk
£
£'000
$
£'000
€
£'000
R
£'000
Total
£'000
(-10%)
£'000
10%
£'000
Financial assets
Cash
Trade and other
receivables
Financial liabilities
Borrowings
Trade payables
Other payables
Lease liabilities
Other taxation and
social security
Accruals and
deferred income
Net Impact
(36)
390
354
1,678
836
275
188
1,265
1,170
5,412
1
14
15
-
88
-
-
-
-
88
-
12
12
-
101
-
-
-
-
101
246
96
342
-
73
-
-
211
512
723
1,678
1,098
275
188
-
1,265
-
73
1,170
5,674
25
12
37
-
26
-
-
-
-
26
(25)
(12)
(37)
-
(26)
-
-
-
-
(26)
(11)
11
Page 76 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Year ended 31 December 2020
Carrying amount (sterling equivalent)
Forex Risk
£
£'000
$
£'000
€
£'000
R
£'000
Total
£'000
(-10%)
£'000
10%
£'000
Financial assets
Cash
Trade and other
receivables
Financial liabilities
Borrowings
Trade payables
Other payables
Lease liabilities
Other taxation and
social security
Accruals and
deferred income
164
331
495
2,045
349
866
248
924
1,120
5,552
3
27
30
-
67
-
-
-
-
67
1
46
47
-
158
-
-
-
-
158
-
-
-
-
-
-
-
-
-
-
168
404
572
2,045
574
866
248
924
1,120
5,777
-
7
7
-
23
-
-
-
-
23
16
-
(7)
(7)
-
(23)
-
-
-
-
(23)
(16)
Net Impact
25. Lease liabilities
Current
Non-current
Group
Company
2021
£’000
2020
£’000
2021
£’000
2020
£’000
66
122
188
60
188
248
-
-
-
-
-
-
In 2019, a right of use asset, being the present value of the operating lease payments over the
remaining life of the lease, was recognised. The right of use assets and corresponding lease
liability have been calculated using a discount rate of 9%. The depreciation of the assets and
interest charge are recognised in the Statement of Comprehensive Income in the year and the
buildings maturity analysis of lease commitments at 31 December 2021 is detailed below.
Lease payments relate to leases of property. The Group does not have an option to purchase
the leased property at the expiry of the lease period.
Payments recognised as an expense
Minimum lease payments
Lease depreciation
Interest
2021
£’000
-
62
19
2020
£’000
-
61
24
Page 77 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Non-cancellable lease commitments
Not later than 1 year
Later than 1 year and not later than 5 years
Later than 5 years
26. Deferred tax
At start of year
Charged to profit or loss
At end of year
2021
£’000
66
122
-
188
2021
£’000
644
117
761
2020
£’000
79
219
-
298
2020
£’000
550
94
644
Due to the availability of UK tax losses, subject to agreement with the HMRC, there is an
estimated deferred tax asset of £2,944,000 (2020: £2,648,000). This is not recognised due to
the uncertainty of the timing of future taxable profits against which these losses could be
utilised.
27. Share capital
The issued share capital is set out in the table below:
Issued and fully paid
Ordinary shares of 1p
Deferred shares of 51.8p
Deferred Ordinary shares of 0.5p
Deferred B shares of £19.60
Total
2021
2020
No. of
shares
£’000
No. of
shares
159,802,147
2,047,523
199,831,545
103,260
1,598 108,138,544
2,047,523
1,061
999 199,831,545
103,260
2,024
5,682
£’000
1,081
1,061
999
2,024
5,165
The changes in the year to 1p Ordinary shares, relating to the various capital transactions
during the year were as follows:
Ordinary shares of 1p
At start of year
Settlement of supplier and contractor fees (RNS Number : 4882P
17 February 2021)
Share placing, settlement of deferred consideration and contractor
fees (RNS Number : 3348X 04 May 2021)
Loan conversion and settlement of contractor fees (RNS Number :
1210F 14 July 2021)
Share placing, settlement of deferred consideration and contractor
fees (RNS Number : 9667V 17 December 2021)
At end of year
2021
No. of
shares
108,138,544
1,863,219
36,000,000
1,114,668
12,685,716
£’000
1,081
19
360
11
127
159,802,147
1,598
Page 78 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Ordinary shares of 1p
At start of year
Settlement of director fees (RNS Number : 1029A 17 January
2020)
Settlement of advisor fees (RNS Number : 6990J 15 April 2020)
Settlement of salary and contractor fees (RNS Number : 9396L 05
May 2020)
Share Placing (RNS Number : 1520R 26 June 2020)
Loan conversion (RNS Number : 1520R 26 June 2020)
Settlement of salary and contractor fees (RNS Number : 5485T 21
July 2020)
Settlement of salary and contractor fees (RNS Number : 9339Z 24
September 2020)
Share placing and subscription (RNS Number : 3562H 03
December 2020)
At end of year
2020
No. of
shares
79,500,419
£’000
794
116,667
233,333
1,196,866
4,000,000
2,050,000
835,182
1,396,077
1
2
12
40
21
8
14
18,810,000
189
108,138,544
1,081
The number of additional shares authorised for issue is 60,314,284 (2020: 30,104,523).
Deferred shares
The Company has 2,047,523 Deferred shares of 51.8p each and 199,831,545 Deferred
Ordinary shares of 0.5p each (together the ‘Deferred shares’) in issue. The Company also has
103,260 Deferred B shares in issue.
The Deferred shares have the following rights and restrictions. They shall:
a. Not entitle their holders to receive any dividend or other distribution;
b. Not entitle their holders to receive notice of or to attend, speak or vote at any General
Meeting of the Company by virtue of or in respect of their holding of such Deferred shares;
and
c. Entitle their holders on a return of assets on a winding-up of the Company or otherwise
only to the repayment of the capital paid up on such Deferred shares and only after
repayment of the capital paid up on each Ordinary share in the capital of the Company
and the payment of a further £100,000 on each such Ordinary share.
The holders of the Deferred shares shall not be entitled to any further participation in the assets
or profits of the Company. Notwithstanding any other provision of these Articles and unless
specifically required by the provisions of the Act, the Company shall not be required to issue
any certificates in respect of the Deferred shares. The Company shall have irrevocable
authority at any time:
a. to appoint a person on behalf of any holder of Deferred shares to enter into an agreement
to transfer, and to execute a transfer of, the Deferred shares, for no consideration, to such
person (whether or not an officer of the Company) as the Directors may determine as the
custodian thereof;
b. to purchase all the Deferred shares then in issue in consideration of an aggregate
payment of one penny for all of such shares then redeemed and upon giving 28 days’
prior notice to the holders of Deferred shares as to be redeemed fixing a time and place
for redemption; and
in the event of any transfer, purchase or redemption to retain any share certificate relating
to such shares. If any Deferred shares are purchased or redeemed as aforesaid, the
c.
Page 79 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
relevant amount of authorised but unissued share capital arising may be redesignated by
the Directors as Ordinary share capital.
Neither the passing by the Company of any special resolution for the cancellation of the
Deferred shares for no consideration by means of a reduction of capital requiring the
confirmation of the Court nor the obtaining by the Company nor the making by the Court of any
Order confirming any such 103 reduction of capital nor the becoming effective of any such
Order shall constitute a variation, modification or abrogation of the rights attaching to the
Deferred shares and accordingly the Deferred shares may at any time be cancelled for no
consideration by means of a reduction of capital effected in accordance with the Act without
sanction or consent on the part of the holders of the Deferred shares.
28. Share premium
At start of year
Premium arising on issue of equity shares
Shares issued on acquisition of subsidiary and novation of
contracts
Debt to share conversion
Share issue costs
At end of year
2021
£’000
25,004
1,486
-
644
(110)
27,024
2020
£’000
23,480
840
135
634
(85)
25,004
29. Acquisitions
There were no acquisitions in 2021.
30. Share options and warrants
Share option reserve
At start of year
Share option charge
Share options forfeited
Warrant charge
At end of year
2021
£’000
496
223
(267)
63
515
2020
£’000
218
222
-
56
496
Share options
The Group adopted a share option scheme on 2 April 2019 for certain directors and senior
management. Options are generally exercisable at a price equal to the market price of the Plc
shares on the day immediately prior to the date of the grant. Options are forfeited if the
employee leaves the Group before the options vest.
The Share Option Plan provides for the grant of both tax-approved Enterprise Management
Incentives (EMI) Options and unapproved options.
No options were issued in 2020 or 2021.
The charge for the year ended 31 December 2021 for the options issued in April 2019 totals
£223,000 (2020: £222,000).
Page 80 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Details of the share options outstanding during the year are as follows.
2021
2020
Number
Outstanding at the beginning of the year 3,086,346
Granted during the year
-
Forfeited during the year
(1,341,889)
Exercised during the year
-
Outstanding at the end of the year
1,744,457
Weighted
average
exercise
price (p) Number
65 3,086,346
-
-
-
65 3,086,346
-
65
-
Weighted
average
exercise
price (p)
65
-
-
-
65
Options become exercisable on the third anniversary of the grant date and lapse on the tenth
anniversary of the grant date. All options currently outstanding were granted on 2 April 2019.
Advisor and creditor warrants
1,500,000 (2020: 75,000) advisor warrants were issued during the year at a weighted average
exercise price of 5p (2020: 15p).
The inputs into the warrant pricing model for the warrants issued in the year are:
5p
Weighted average exercise price
77%
Expected volatility
2 years
Expected life
1.1%
Risk free interest rate
0.00
Expected dividends
The charge for the year ended 31 December 2021 for the advisor and creditor warrants in
issue totals £63,000 (2020: £56,000).
A total of 2,213,941 advisor and creditor warrants were outstanding at 31 December 2021
(2020: 713,941).
Investor warrants
11,428,572 (2020: 16,810,000) investor warrants were issued to investors as part of an equity
raise and are therefore outside the scope of IFRS 2 ‘Share-based payment’ and consequently
there is no share-based payment charge in respect of these warrants.
During the year 3,903,840 (2020: nil) investor warrants expired leaving a total of 28,238,572
investor warrants outstanding at 31 December 2021 (2020: 20,713,840).
Details of all warrants outstanding during the year are as follows.
Page 81 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
31 December 2021
Price
(p)
Number
31 December 2020
Price
(p)
Number
-
Investor (exercisable up to 25 February 2021)
Adviser (exercisable up to 25 February 2022)*
Investor (exercisable up to 25 June 2022)**
Adviser (exercisable up to 25 June 2022)**
Creditor (exercisable up to 17 October 2022)
Investor (exercisable up to 3 December 2022)
Creditor (exercisable up to 16 December 2022)
1,500,000
Adviser (exercisable up to 24 May 2023)
Investor (exercisable up to 23 December 2023) 11,428,572
30,452,513
-
50,000 15.00
4,000,000 10.00
75,000 10.00
356,923 38.79
12,810,000 10.00
232,018 38.79
5.00
5.00
8.44
3,903,840 80.00
50,000 80.00
4,000,000 15.00
75,000 15.00
356,923 38.79
12,810,000 10.00
232,018 38.79
-
-
-
-
21,427,781 24.66
*repriced from 80p to 15p in May 2021.
**repriced from 15p to 10p in May 2021.
2021
2020
Warrants
Number
Outstanding at the beginning of the year 21,427,781
Issued during the year
12,928,572
Expired during the year
(3,903,840)
Exercised during the year
-
Outstanding at the end of the year
30,452,513
Weighted
average
exercise
price (p) Number
24.66 4,542,781
5.00 16,885,000
-
-
8.44 21,427,781
15.00
-
Weighted
average
exercise
price (p)
74.66
11.21
-
-
24.66
31. Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue
as a going concern, so that it can continue to provide returns to shareholders and benefits for
other stakeholders. The Group had net assets of £5.4m at 31 December 2021 (2020: £5.8m).
The Group's capital management strategy is to retain sufficient working capital for day to day
operating requirements and to ensure sufficient funding is available to meet commitments as
they fall due and to support growth. There are no externally imposed capital requirements.
Loan facility
Total debt
Cash
Net debt
2021
£’000
(1,678)
(1,678)
211
(1,467)
2020
£’000
(2,045)
(2,045)
168
(1,877)
In order to maintain or adjust the capital structure the Group may issue new shares or sell
assets to reduce debt.
Page 82 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
32. Related party transactions
Details of the Directors’ remuneration and consultancy fees are disclosed in Note 9.
David Ciclitira
David Ciclitira injected funds into the Company during the
year as follows:
Fees settled in shares
Loan converted to equity
Acquisition of LCSE settled in shares
Loan advanced
Loan facility
Total funds injected
David Ciclitira received payments during the year as set out
below:
Business expenses and healthcare costs.
Rental arrangements for use of Venturi Formula E Car as
described in Note 33 to the annual report for the year ended 31
December 2019
Fees and interest at 16.2% in relation to the provision of loan
facility detailed in Note 22.
Fees in relation to HP Agreement guarantee
Consideration for the purchase of share in EMPL
Consideration for the purchase of LCSE, settled in shares
Fee in relation to the assumption of historic liabilities
Loan repaid
Loan converted to equity
Loan repaid
Total payments received
Unpaid balances due to related parties at 31 December
David Ciclitira*
Serenella Ciclitira
Ranjit Murugason**
Bryan Lawrie**
Trudy Norris-Grey
Mark Freebairn
Simon Horgan
Stephen Birrell**
Page 83 of 87
2021
£’000
-
30
200
230
2020
£’000
28
205
450
683
-
500
230
1,183
2021
£’000
14
2020
£’000
13
-
17
22
21
113
200
-
370
30
174
204
574
2021
£’000
205
28
127
24
-
-
-
16
400
101
28
-
450
29
638
205
-
205
843
2020
£’000
318
8
20
11
(15)
10
10
-
362
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
*Includes total deferred consideration of £100,000 (2020: £300,000) in relation to the
acquisition of David Ciclitira’s interest in EMHL, and the outstanding loan balance of £90,823
(2020: £295,000) as detailed in Note 22. In March 2022 the outstanding loan balance was
repaid in full together with £45,000 of the outstanding deferred consideration relating to the
acquisition of EMHL leaving £55,000 outstanding.
**In February 2022 6,223,859 new Ordinary shares in the Company were issued in settlement
of outstanding Director's fees. Senior Director Ranjit Murugason received 5,047,620 Ordinary
shares at 3.5p, Bryan Lawrie received 747,667 Ordinary shares at 3.5p and Stephen Birrell
received 428,572 shares at 3.5p price.
Subsidiary undertakings and associates
During the year the Company provided and received services to other Group companies
totalling:
Services provided by the Company to:
Brick Live International Limited
Services received by the Company from:
Brick Live International Limited
Unpaid balances due to subsidiary undertakings and
associates
Brick Live Group Limited
Bright Bricks Limited
Brick Live International Limited
K-Pop Europa Limited
Live Company Group EBT Limited
2021
£’000
90
90
102
102
2021
£’000
65
(521)
(593)
(41)
152
(938)
2020
£’000
-
-
-
-
2020
£’000
66
(943)
(283)
-
-
(1,160)
Investments
In May 2021 the Company subscribed to 389 ordinary shares in Start Art Global Limited.
(‘StART.Art’), representing a non-controlling stake of 18.6% of the total issued share capital of
the company, for a total consideration of £1,000,000. Prior to the transaction StART.Art was
100% owned by David Ciclitira and Ranjit Murugason who are both directors of the Company.
In November 2021 StART.Art acquired the entire issued share capital of Start (2013) Limited,
the promoter of the StART Art Fair, in an all share transaction, resulting in a decrease in the
Company’s interest in the enlarged group from 18.6% to 14.6% with no diminution of value.
Prior to the acquisition Start (2013) Limited was 100% owned by David Ciclitira and Ranjit
Murugason who are both directors of the Company.
In December 2021, following a reorganisation of the capital structure of StART.Art, StART.Art
issued a further 180 ordinary shares to LVCG for nominal consideration increasing LVCG’s
holding to 19.9%.
Page 84 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
In November 2021 the Company purchased 271 ordinary shares, representing 20% of the total
issued share capital, in E-Movement (PTY) Limited ('EMPL') from David Ciclitira for a total
consideration of £113,460. These shares were originally purchased by David Ciclitira (acting
in his personal capacity) for the same amount in anticipation of them being transferred to the
Company.
33. Equity Share Arrangement
In December 2019, the Company entered into a subscription agreement with YA II PN, Limited.
(‘YA II’) and RiverFort Global Opportunities PCC Limited (‘RiverFort’) together the ‘Investors’
whereby the Investors agreed to make an equity investment of £2m, before expenses ,through
the subscription for, and issue of 6,666,667 new Ordinary shares of 1 pence each in the capital
of the Company at a price of 30p per share. Under an equity sharing agreement also entered
into by the Company with the Investors (the ‘ESA’), an amount equal to the gross proceeds of
the Subscription following its completion, will then be returned by the Company to the Investors
(the ‘ESA Payment’), with the Company to receive back the ESA Payment, subject to certain
pricing adjustments on a pro rata monthly basis.
In August 2020 the Group entered into a £1,500,000 CBILS borrowing agreement with Close
Leasing Limited, the proceeds from the facility were used to repay the outstanding YA II and
RiverFort borrowing and to terminate the ESA agreement.
In addition to an early termination fee of £143,000 payable by the Group, Live Company Group
EBT Limited purchased 5,726,480 shares previously held by YA II and RiverFort (representing
6.51%. of the Company's issued share capital at the time) into trust, at a cost of £57,000.
These payments together with the Group’s expected share of the ESA Payment (£2,000,000
at the time of the agreement and included in non-current receivables in the Groups
consolidated statement of financial position at 31 December 2019) which following the
termination will no longer be receivable will be considered part of the consideration for the
share purchase at a group level and is included in the Group retained earnings in the
Consolidated Statement of Financial Position.
34. Subsidiaries
At 31 December 2021, the Company had the following (direct and indirect) subsidiaries:
Held directly
Brick Live Group Limited
Company
number
10151705
Place of
incorporation
UK
%
owned
100%
Bright Bricks Limited
07227540
UK
100%
Principal activities
Holding Company
Specialist production
company
Page 85 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
12333294
12792192
09932658
12328268
UK
UK
UK
UK
100%
100%
100%
Dormant
Employee Benefit
Trust Company
Holding Company
100%
Holding Company
12502990
UK
100%
Holding Company
201427355K
Singapore
95%
Dormant
Bright Bricks 2020 Limited
Live Company Group EBT
Limited
Parallel Live Group Limited
Live Company Sports and
Entertainment Limited
E Movement Holdings
Limited
Championship (Singapore)
Pte Limited
Held indirectly
Brick Live International
Limited
Brick Live Far East Limited
10257756
10308158
UK
UK
100%
100%
BRICKLIVE events
Brick Live Far East Limited
2460460
Hong Kong
100%
Parallel Live (NY) LLC
6339763
USA
100%
Live Company Sports and
Entertainment (Pty) Limited
2020/765082
/07
South Africa
100%
K-Pop Europa Limited
12924203
UK
50%
Dormant
Owner of Associate
investment in China
Dormant
Sports and
entertainment
events
KPOP events
E Movement Holdings (Pty)
Limited
2021/354354
/07
South Africa
100%
Formula E events
In December 2020, the Company acquired the entire issued share capital of Live Company
Sports and Entertainment Limited including its 50% interest in K-Pop Europa Limited (KPE).
At the time of acquisition the Directors concluded, by virtue of David Ciclitira being the sole
director of KPE and was thus able to direct its activities, that KPE should be consolidated as a
subsidiary in accordance with IFRS 10. The directors continued to assess signifiers of control
during the year ended 31 December 2021 and concluded that the criteria for consolidation
continued throughout the year.
During the year KPE made a pre tax loss of £8,000; and at 31 December KPE had net liabilities
of £8,000. The results of KPE have not been consolidated in these financial statements on the
basis of immateriality.
The following subsidiaries were dissolved in the year:
Held directly
Brick Live Touring Limited
Held indirectly
Bright Bricks Consumer
Limited
Company
number
11253539
Place of
incorporation
UK
%
owned
100%
Principal activities
Dissolved
10653625
UK
100%
Dissolved
Page 86 of 87
Live Company Group plc
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31
December 2021
Brick Live Far East Limited is in the process of being dissolved.
The registered office of the subsidiaries incorporated is England and Wales is 3 Park Court
Pyrford Road, West Byfleet, Surrey, KT14 6SD.
The registered office of the overseas subsidiaries are as follows:-
Championship (Singapore) Pte Limited, 62 Neil Road, Singapore (088833).
Brick Live Far East Limited, RM 1307A 13/F, Two Harbourfront, 22 Tak Fung Street, Hughom,
Hong Kong.
Parallel Live ((NY) LLC, 800 N King St, Suite 303, Wilmington, DE 19801, USA
E Movement Holdings (Pty) Limited, 9 Viscount Crescent, Baronetcy Estate, Plattekloof,
Western Cape, 7500, South Africa.
Live Company Sports and Entertainment (Pty) Limited, Noland House, River Park, Mowbray,
Western Cape, South Africa.
The company's subsidiaries Brick Live Group Limited, Parallel Live Group Limited, Brick Live
International Limited, and Live Company Group EBT Limited are exempt from the requirements
of the Companies Act 2006 relating to the audit of their individual accounts by virtue of section
479A of the Companies Act 2006.
35. Post balance sheet events
In February 2022 6,223,859 new Ordinary shares in the Company were issued in settlement
of outstanding Director's fees. Senior Director Ranjit Murugason received 5,047,620 Ordinary
shares at 3.5p, Bryan Lawrie received 747,667 Ordinary shares at 3.5p and Stephen Birrell
received 428,572 shares at 3.5p price.
In March 2022 the outstanding balance of £90,823 due under the loan arrangement with David
Ciclitira as detailed in Note 22 was repaid in full. Also in March 2022 £45,000 of the outstanding
deferred consideration due to David Ciclitira in relation to the acquisition of EMHL as detailed
in Note 29 was settled in cash.
In March 2022 16,500,000 new Ordinary shares of 1 pence each in the capital of the Company
were issued at a price of 5p, raising £784,000 net of fundraising costs.
In April 2022 1,428,571 Investor warrants were exercised at a price of 5p raising £57,000.
Page 87 of 87