Schedule 1 - Parallel Media Group Plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Parallel Media Group plc (to be renamed Live Company Group plc on Admission)

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

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

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.paralelmediagroup.com (before Admission)

www.livecompanygroup.com (following Admission)

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:

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 £6.0m, and will also acquire the balance of Brick Live Far East Limited ("BLFE") not currently owned by BLG for a consideration of £2.95m, 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.  

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):

Share capital immediately prior to Admission: 3,009,223 ordinary shares of £0.01 each

At Admission: 48,207,793 ordinary shares of £0.01 each

Issue Price: 30 pence per share

No restrictions on the transfer of securities. No ordinary shares will be held in treasury on Admission

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital raised: £1.26 million (4,200,000 new ordinary shares at the Issue Price)

 Anticipated market capitalisation on Admission: £14.5 million (at the Issue Price)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

88%

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:

None

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):

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 

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):

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

(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:

(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)

EXPECTED ADMISSION DATE:

27 December 2017

NAME AND ADDRESS OF NOMINATED ADVISER:

Stockdale Securities Limited

Beaufort House

15 St. Botolph Street

London

EC3A 7BB

NAME AND ADDRESS OF BROKER:

Stockdale Securities Limited

Beaufort House

15 St. Botolph Street

London

EC3A 7BB

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:

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)

DATE OF NOTIFICATION:

29 November 2017

NEW/ UPDATE:

NEW