AIM Schedule 1 - Parallel Media Group Plc (8355X)

TIDMPAA

RNS Number : 8355X

AIM

29 November 2017

 
        ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT 
        PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 
        OF THE AIM RULES FOR COMPANIES ("AIM RULES") 
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 COMPANY NAME: 
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 Parallel Media Group plc (to be renamed Live 
  Company Group plc on Admission) 
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 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, 
  COMPANY TRADING ADDRESS (INCLUDING POSTCODES) 
  : 
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 Registered Office: 
  3 Park Court, 
  Pyrford Road, 
  West Byfleet, 
  Surrey KT14 6SD 
 
  From Admission, the Company's trading address 
  will be: 
  44 York Mansions 
  Prince of Wales Drive 
  London SW11 4BP 
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 COUNTRY OF INCORPORATION: 
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 England and Wales 
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 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION 
  REQUIRED BY AIM RULE 26: 
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   www.paralelmediagroup.com (before Admission) 
   www.livecompanygroup.com (following Admission) 
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 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF 
  OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, 
  DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION 
  IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER 
  UNDER RULE 14, THIS SHOULD BE STATED: 
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 Admission is sought as a result of a reverse 
  take-over in accordance with AIM Rule 14. 
 
  Parallel Media Group plc (the "Company") is 
  a sports and live events agency which has been 
  admitted to trading on AIM since August 2001. 
 
  The Company is proposing to acquire Brick Live 
  Group Limited ("BLG") and Parallel Live Group 
  Limited ("PLG"), for a total consideration of 
  GBP6.0m, and will also acquire the balance of 
  Brick Live Far East Limited ("BLFE") not currently 
  owned by BLG for a consideration of GBP2.95m, 
  in each instance to be satisfied through the 
  issue of new ordinary shares, calculated at 
  30p per share. The Company will also enter into 
  arrangements to restructure its existing outstanding 
  loans and corporate structure. 
 
  Brick Live Group is an early stage business 
  involved in fan based live events, under the 
  BRICKLIVE concept, whose principal source of 
  revenue is licensing fee income. Brick Live 
  Group currently works with 9 licensee partners 
  in different geographic regions around the world. 
  Licensee partners are granted a licence to organise 
  and stage BRICKLIVE events, providing further 
  income streams from revenue sharing arrangements 
  with the licensee partner and merchandising 
  income. Brick Live Group supports and provides 
  content, but does not, in the main, promote 
  BRICKLIVE events on a regular basis. BRICKLIVE 
  will have staged 17 shows in 2017 in UK, Belgium, 
  Italy, Korea, Japan, Switzerland and Brazil. 
  The number of shows is forecast to expand to 
  30 in 2018. 
 
  Parallel Live has a licence with LEGO Systems 
  Inc to stage LEGO LIVE Shows in the United States, 
  the first of which is due to take place in New 
  York in the first quarter of 2018. Parallel 
  Live will act as promoter of the event. 
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 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING 
  ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES 
  (i.e. where known, number and type of shares, 
  nominal value and issue price to which it seeks 
  admission and the number and type to be held 
  as treasury shares): 
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 Share capital immediately prior to Admission: 
  3,009,223 ordinary shares of GBP0.01 each 
 
  At Admission: 48,207,793 ordinary shares of 
  GBP0.01 each 
 
  Issue Price: 30 pence per share 
 
  No restrictions on the transfer of securities. 
  No ordinary shares will be held in treasury 
  on Admission 
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 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
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 Capital raised: GBP1.26 million (4,200,000 new 
  ordinary shares at the Issue Price) 
  Anticipated market capitalisation on Admission: 
  GBP14.5 million (at the Issue Price) 
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 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS 
  AT ADMISSION: 
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 88% 
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 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM 
  TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED 
  TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS 
  AIM SECURITIES) ADMITTED OR TRADED: 
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 None 
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 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED 
  DIRECTORS (underlining the first name by which 
  each is known or including any other name by 
  which each is known): 
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 Existing Directors: 
  John David Nikolas Ciclitira, Executive Chairman 
  Serenella Ciclitira, Non-Executive Director 
  Ranjit Murugason, Non-Executive Director 
 
  Proposed Directors on Admission: 
  John David Nikolas Ciclitira, Executive Chairman 
  Andrew James Smith, Executive Director 
  Serenella Ciclitira, Non-Executive Director 
  Ranjit Murugason, Non-Executive Director 
  Simon Charles Bennett, Non-Executive Director 
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 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS 
  EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE 
  CAPITAL, BEFORE AND AFTER ADMISSION (underlining 
  the first name by which each is known or including 
  any other name by which each is known): 
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                                        Before Admission 
                                             Shares       % 
            David Ciclitira and 
             associated persons 
             (1,2)                        1,013,275   33.7% 
            Hargreaves Lansdown 
             (Nominees) Ltd                 632,346   21.0% 
            Ranjit Murugason                180,742    6.0% 
            HSDL Nominees Ltd               160,722    5.3% 
            JIM Nominees                    105,821    3.5% 
 
                                          After Admission 
                                             Shares       % 
            David Ciclitira and 
             associated persons 
             (1,2)                       26,946,608   55.9% 
            Hyun Seok Kim                10,165,393   21.1% 
            Clive Morton (2)              4,166,667    8.6% 
            Fortune Access Limited        3,000,000    6.2% 
 
            (1) David Ciclitira, Serenella Ciclitira, 
             Zedra Trust Company (Jersey) Ltd and Luna 
             Trading Ltd 
             (2) members of Concert Party 
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 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE 
  WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: 
----------------------------------------------------------- 
 None other than as disclosed in the Admission 
  Document 
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 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION 
  IN THE ADMISSION DOCUMENT HAS BEEN PREPARED 
  (this may be represented by unaudited interim 
  financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST 
  THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: 
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      (i) 31 December 
       (ii) 30 June 2017 
       (iii) 30 June 2018 (Final Results for the year 
       ending 31 December 2017) 
       30 September 2018 (Interim Results for the 
       6 months ending 30 June 2018) 
       30 June 2019 (Final Results for the year ending 
       31 December 2018) 
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 EXPECTED ADMISSION DATE: 
----------------------------------------------------------- 
 27 December 2017 
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 NAME AND ADDRESS OF NOMINATED ADVISER: 
----------------------------------------------------------- 
 Stockdale Securities Limited 
  Beaufort House 
  15 St. Botolph Street 
  London 
  EC3A 7BB 
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 NAME AND ADDRESS OF BROKER: 
----------------------------------------------------------- 
 Stockdale Securities Limited 
  Beaufort House 
  15 St. Botolph Street 
  London 
  EC3A 7BB 
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 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, 
  DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) 
  THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, 
  WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION 
  OF ITS SECURITIES: 
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 A Copy of the Admission Document containing 
  full details about the applicant and the Admission 
  of its securities will be available on the Company's 
  website at: www.parallelmediagroup.com (prior 
  to Admission), and www.livecompanygroup.com 
  (from Admission) 
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 DATE OF NOTIFICATION: 
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 29 November 2017 
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 NEW/ UPDATE: 
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 NEW 
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This information is provided by RNS

The company news service from the London Stock Exchange

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November 29, 2017 04:21 ET (09:21 GMT)