THE INFORMATION CONTAINED WITHIN THIS
ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE
INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU)
NO. 596/2014, AS AMENDED WHICH, BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, FORMS PART OF UK LAW. ON THE PUBLICATION OF
THIS ANNOUNCEMENT VIAA REGULATORY INFORMATION SERVICE ("RIS"), THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
30 December
2024
Sealand Capital Galaxy
Limited
("Sealand" or the
"Company")
CONDITIONAL ISSUE OF EQUITY AND
ISSUE OF CONVERTIBLE LOAN NOTE
Conditional
Issue of Equity
Sealand Capital Galaxy Limited [LSE: SCGL]
("Sealand" or the "Company"), an IT, Social Media & Technology
company focused on consolidating compelling opportunities in the
global marketplace, is pleased to announce that it has agreed,
conditional on the passing of the necessary resolutions at the
Company's Annual General Meeting which will be held at 11:00 a.m.
on 10 January 2025, the allotment and issue of 111,000,000 ordinary
shares of £0.0001 each for cash for a total consideration of
£166,500 before expenses.
Warrants are attached on the following
terms:
|
PLACING
WARRANTS ATTACHING
|
STRIKE
PRICE
|
LIFE TO
EXPIRY
|
|
Two (2) a-warrants for every one placing share
issued to the subscriber
|
£0.0025
|
3-years from publication of a FCA-approved
prospectus
|
|
One (1) a-warrants for every one placing share
issued to the subscriber
|
£0.004
|
3-years from publication of a FCA-approved
prospectus
|
Application will be made for the admission of
111,000,000 new ordinary shares to trading, conditional upon the
necessary resolutions being approved at the upcoming Annual General
Meeting. The Company further draws attention to its announcement of
04 December 2024 which remains accurate in all material
respects.
Issue of
Convertible Loan Note
As per the announcement made on 22 November
2024, the Company has entered into an unsecured Convertible Loan
Note ("CLN") with Mr. Cheuk
Lun Ng (the "Lender"), a
High Net Worth individual, for up to £3 million.
The Company has requested the drawdown of the
first tranche of the CLN, amounting to £400,000.
Other Key
Terms of the CLN
·
Maturity shall be the earlier of a published FCA approved
prospectus or 12-months from engagement.
·
Coupon of 12% shall be applied, and rolled-up on engagement
of the facility.
·
Subject to certain provisions being met by the borrower, the
Lender shall make a maximum of £500,000 available per quarter until
the publication of a FCA approved prospectus. Upon such publication
the borrower shall have the right to draw on the balance in
full.
· The
Lender shall have the right to close the facility at their
election.
· The
borrower is not obligated to draw down on the proposed facility and
can elect to do so from the point of engagement to the earlier of
each quarter, maturity or the publication of an FCA approved
prospectus.
Conversion Price of the CLN
·
The lower of the 14-day Volume-weighted average price (VWAP)
preceding the lenders notice to convert or, the price set of the
last brokered placing conducted by the Company.
Conversion Warrants of the CLN
For each conversion share allotted,
each loan note holder shall receive:
|
CONVERSION WARRANT ATTACHING
|
STRIKE PRICE
|
LIFE TO EXPIRY
|
|
One (1) a warrant for every
conversion share issued
|
A strike price equal to 100% of the
conversion price
|
2-years from admission of the
conversion shares
|
|
One (1) b warrant for every
conversion share issued
|
A strike price equal to 150% of the
conversion price
|
2-years from admission of the
conversion shares
|
Total Voting
Rights
The new ordinary shares will rank pari passu
with the existing ordinary shares of the Company. Following the
issue of the new ordinary shares, the Company's issued share
capital will comprise of 865,905,989 ordinary shares.
This figure of 865,905,989 ordinary shares may be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change in their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
The
information contained within this announcement is deemed by the
Company to constitute inside information as stipulated under the
Market Abuse Regulation (EU) No. 596/2014 as it forms part of
United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended).
-Ends-
Enquiries:
Sealand Capital Galaxy
Limited
+44 (0) 753 795 9788
Ms. Elena Suet Sum Law (Executive Chairman &
CEO)
Bowsprit Partners Limited (Financial Adviser)
+44 (0) 203 833 4430
Notes to Editors:
The Company's shares are traded on
the transition category of the London Stock Exchange under the
ticker SCGL.
Further information on Sealand
Capital Galaxy Limited is available on its website
http://www.scg-ltd.com/