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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Sealand Capital Galaxy Limited | LSE:SCGL | London | Ordinary Share | KYG7948E1026 | ORD SHS GBP0.0001 EACH (DI) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.075 | 0.07 | 0.08 | 0.075 | 0.075 | 0.075 | 0.00 | 08:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Investment Advice | 247k | -178k | -0.0002 | -3.50 | 501.07k |
From Apr 2019 to Apr 2024
TIDMSCGL
RNS Number : 8169W
Sealand Capital Galaxy Limited
29 April 2016
29 April 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE - 29 April 2016
Sealand Capital Galaxy Limited
Announcement of Results
Period from incorporation to 31 December 2015
Sealand Capital Galaxy Limited ("Sealand" or the "Company") is pleased to announce its preliminary results for the period from incorporation on 22 May 2015 to 31 December 2015.
Enquiries:
Sealand Capital Galaxy Limited: Nelson Law (chairman), Tel: +1 345 949 4544
Financial Review
Results for the Period from 22 May 2015 to 31 December 2015 show a loss before tax of GBP46,553.
The Company had cash in the bank and in hand of GBP733,187 at 31 December 2015. The board does not consider it appropriate to declare a dividend.
Sealand is a cash shell, looking to reverse in another company with a suitable business in the social media sector.
On 24 March 2016 it was announced to the market that the Company has signed a Memorandum of Understanding with Securecom Media Holdings Ltd ("Securecom") to acquire all Securecom's issued share capital. Securecom has obtained the global exclusive operating rights to the mobile application "Metalk" (www.immetalk.com), developed by Logicquest Technology Inc.
Nelson Law
Chairman
29 April 2016
Statement of comprehensive income for the period from 22 May 2015 to 31 December 2015
Hot Features
Premium
Notes GBP
OTHER INCOME 13
---------
13
Other operating expenses 4 (46,566)
---------
OPERATING LOSS BEFORE TAXATION (46,553)
Income tax expense -
---------
LOSS FOR THE PERIOD ATTRIBUTABLE TO
EQUITY HOLDERS OF THE COMPANY (46,553)
OTHER COMPREHENSIVE INCOME
Other comprehensive income -
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (46,553)
Basic and diluted loss per share (pence) 8 (0.005)
=========
Statement of financial position as at 31 December 2015
Notes GBP
CURRENT ASSET
Cash and cash equivalents 733,187
733,187
CURRENT LIABILITIES
Amount owing to director 1,932
Other payables 10 39,458
----------
41,390
----------
NET ASSETS 691,797
==========
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS
OF THE COMPANY
Share capital 3,000
Share premium 11 735,350
Accumulated loss 11 (46,553)
----------
TOTAL EQUITY 691,797
==========
Statement of changes in equity for the period from 22 May 2015 to 31 December 2015
Share Share premium Total
capital Retained
earnings
Comprehensive loss
for the period
Loss for the period - - (46,553) (46,553)
--------- -------------- ---------- ---------
Total comprehensive
loss for the period - - (46,553) (46,553)
Transactions with
owners
Shares issued on
incorporation 7 - - 7
Issue of ordinary
shares 2,993 749,250 - 752,243
Share issue costs - (13,900) - (13,900)
--------- -------------- ---------- ---------
As at December 31,
2015 3,000 735,350 (46,553) 691,797
========= ============== ========== =========
Statement of cash flows for the period from 22 May 2015 to 31 December 2015
Notes GBP
Cash flow from operating activities
Loss before tax (46,553)
---------
Adjustment for:
Interest income (13)
---------
(46,566)
Accrued expenses 39,458
Amount owing to director 1,932
---------
41,390
Net cash outflow from operating activities (5,176)
---------
Cash flow from financing activities
Interest income received 13
Net cash inflow from financing activities 13
Cash flow from financing activities
Proceeds from issue of share 738,350
---------
Net cash inflow from financing activities 738,350
Net increase in cash and cash equivalents 733,187
Cash and cash equivalents at beginning
of period -
---------
Cash and cash equivalents at end of
period 733,187
=========
Notes to the Financial Statements
For the period from 22 May 2015 to 31 December 2015
1. General Information
The Company was incorporated in the Cayman Islands on 22 May 2015 as an exempted Company with limited liability under the Companies Law. The registered office of the Company is Willow House, Cricket Square, PO Box 709, Grand Cayman, KY1-1107, Cayman Islands.
The Company's nature of operations is to act as a special purpose acquisition company.
2. Accounting policies
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted for use by the European Union and IFRIC interpretations applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention as modified for financial assets carried at fair value.
The financial information of the Company is presented in British Pound Sterling ("GBP") which is also the Company's functional currency.
Standards and interpretations issued but not yet applied
At the date of authorisation of this financial information, the directors have reviewed the Standards in issue by the International Accounting Standards Board ("IASB") and IFRIC, which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial reporting of the Company.
Going concern
The company is an investment company, and, apart from a small amount of interest receivable, currently has no income stream. Until a suitable trading business is acquired, it is therefore dependent on its cash reserves to fund ongoing costs.
After reviewing the company's budget for 2016/17 and its medium term plans, particularly the Memorandum of Understanding signed with Securecom Media Holdings Ltd, the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future. For this reason, they adopt the going concern basis in preparing the accounts.
The accounts do not include any adjustments that would result if the company were unable to continue as a going concern.
Finance leases and hire purchase commitments
Assets obtained under finance leases and hire purchase contracts are capitalised in the balance sheet and depreciated over their useful economic lives. The interest element is charged to profit and loss account on a straight line basis over the period of the finance leases or hire purchase contracts.
Rentals paid under operating leases are charged to income on a straight line basis over the lease period.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other short term investments to be cash equivalents.
Taxation
The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
(MORE TO FOLLOW) Dow Jones Newswires
April 29, 2016 05:07 ET (09:07 GMT)
Deferred income tax is provided for using the liability method on temporary timing differences at the balance sheet date between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised in full for all temporary differences. Deferred income tax assets are recognised for all deductible temporary differences carried forward of unused tax credits and unused tax losses to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, and carry-forward of unused tax credits and unused losses can be utilised.
The carrying amount of deferred income tax assets is assessed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that is probable that future taxable profits will allow the deferred income tax asset to be recovered.
Financial instruments
Financial assets and financial liabilities are recognised on the statement of financial position when the company becomes a party to the contractual provisions of the instrument.
Financial assets
Financial assets within the scope of IAS 39 are classified as either:
i) financial assets at fair value through profit or loss ii) loans and receivables iii) held-to-maturity investments iv) available-for-sale financial assets
The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this classification at every reporting date.
As at the balance sheet date, the company did not have any financial assets at fair value through profit or loss, and in the categories of held-to-maturity investments and available-for-sale financial assets.
Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities measured at amortised cost.
Financial liabilities are classified as at fair value through profit or loss if the financial liability is either held for trading or it is designated as such upon initial recognition
Other financial liabilities
Trade and other payables are initially measured at amortised cost, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire.
Foreign currencies
Profit and loss account transactions denominated in foreign currencies are translated into sterling and recorded at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date.
All differences are taken to the profit and loss account.
3. Critical accounting estimates and judgement
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of income, expenditure, assets and liabilities. Estimates and judgements are continually evaluated, including expectations of future events to ensure these estimates to be reasonable.
The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The Company's nature of operations is to act as a special purpose acquisition Company. Thus significantly reduces the level of estimates and assumptions required.
4. Operating loss
The loss before income tax is stated after charging:
GBP
Directors' remuneration - Salaries
and fees 9,000
Staff cost 12,903
Exchange gain (74)
Auditors' remuneration:
Fees payable to the Company's auditor
for the audit of the Company's annual
accounts 10,000
5. Employees
The average number of employees during the Period was made up as follows:
Directors 3 Staff 1 6. Directors' remuneration
Directors' emoluments including amounts payable to third parties in respect of Directors' services are detailed below:
Name Fees Salary Compensation Benefits Total
Mr Invgvar Angus GBP9,000 - - - GBP9,000
Sigard Irvine
No pension contributions were made on behalf of the Directors by the Company
No Director currently has any Share Options and no Share Options were granted to or exercised by a Director in the Period
7. Income Tax Expense
The Company is incorporated in the Cayman Islands. All costs have been incurred by this Company and, as such, the loss incurred in the Period is subject to Cayman Islands taxation legislation. The prevailing taxation rate is zero %.
8. Loss per share
The loss per ordinary share calculation has been based on the loss attributable to ordinary shareholders of GBP46,553, divided by 9,241,728, being the weighted average number of ordinary shares in issue during the period. The basic and the diluted loss per ordinary share are the same. There are no discontinued operations in either period and, therefore, the basic and the diluted loss per ordinary share from continuing operations are the same as the basic and the diluted loss per ordinary share
9. Capital commitments
At 31 December 2015 the company had no capital commitments.
10. Other payables
Other payables GBP35
Accrued Expenses GBP39,423
11. Share capital and share premium
Allotted, called up and fully paid (Ordinary shares of GBP0.0001 each):
Number of Share capital Share premium
shares
GBP GBP
On incorporation 1 7 -
Issue of shares - May 22,
2015 999 6,521 -
Redenomination and subdivision
shares - October 16, 2015 65,599,000 - -
Forfeiture of shares - October
16, 2015 (65,534,400) (6,521) -
Issue of shares - October
16, 2015 22,434,400 2,243 -
Issue of shares - November
17, 2015 7,500,000 750 749,250
Share issue costs - - (13,900)
------------- -------------- --------------
30,000,000 3,000 735,350
------------- -------------- --------------
On the incorporation date, the Company has an authorised share capital of US$1,000,000 divided into 100,000 ordinary shares of par value US$10 each and issued 1 ordinary share at par value of US$10 which is fully paid up.
On 22 May 2015, the Company has issued 999 ordinary shares at par value of US$10 which are not fully paid up.
Pursuant to an ordinary resolution of the company held on 16 October 2015, the authorized and issued share capital of the Company has been re-denominated (using an effective currency conversion rate of US$1:GBP0.656), and on the same day subdivided each issued and unissued ordinary share of GBP6.56 into an ordinary share of GBP0.0001.
Immediately following the redenomination and subdivision of ordinary shares, the Company and its existing shareholders agreed to the forfeiture of all of the unpaid shares totalling 65,534,400 of the 65,600,000 ordinary shares in issue and the Company agreed to waive any right to call for the unpaid share capital to be paid up.
On 16 October 2015, the Company has issued 22,434,400 ordinary shares at par value of GBP0.0001 which are fully paid up.
On 17 November 2015, the company's shares had been admitted to trading on Main Market of the London Stock Exchange. The Company has further issued 7,500,000 ordinary shares of par value GBP0.0001 each at GBP0.10 per share from the public placement. The total issued ordinary shares of the Company were 30,000,000.
12. Related party transactions
Key management are considered to be the Directors and key management personnel compensation has been declared in note 6.
(MORE TO FOLLOW) Dow Jones Newswires
April 29, 2016 05:07 ET (09:07 GMT)
During the period the Company did not enter into any material transactions with other related parties. As at balance sheet date, the amount due to the director was GBP1,932 relating the advance loan to the Company, which is interest free with no repayment term.
13. Other financial commitments
The company had no commitments for the period ending 31 December 2015 under non-cancellable operating leases.
14. Financial instruments
The Company's financial instruments comprise cash, trade debtors and trade creditors that arise directly from its operations. The Company's policy has been, and continues to be, that no speculative trading in financial derivatives shall be undertaken.
The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:
GBP
Financial assets
Loans and receivables
Cash and cash equivalents 733,187
------------------
Total financial assets 733,187
============
Financial liabilities measured at amortised
cost
Amount owing to director 1,932
Other payables 39,458
------------------
Total financial liabilities 41,390
============
15. Financial Risk Management
The Company uses a limited number of financial instruments, comprising cash, short-term deposits, bank loans and overdrafts and various items such as trade receivables and payables, which arise directly from operations. The Company does not trade in financial instruments.
Financial risk factors
The Company's activities expose it to a variety of financial risks: currency risk, credit risk, liquidity risk and cash ow interest rate risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.
a) Currency risk
The Company does not operate internationally and its exposure to foreign exchange risk is limited to the transactions and balances that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit risk related to any individual customer or counterparty.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and available funding through an adequate amount of committed credit facilities. The Company ensures it has adequate resource to discharge all its liabilities. The directors have considered the liquidity risk as part of their going concern assessment. (See note 2).
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and assets. The Company monitors the interest rate on its interest bearing assets closely to ensure favourable rates are secured.
Fair values
Management assessed that the fair values of cash and short-term deposits, trade receivables, trade payables, bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
16. Post balance sheet events
On 24 March 2016 the Company announced that it had signed a Memorandum of Understanding with Securecom Media Holdings Ltd ("Securecom"). The outline terms of this are that the Company intend to acquire all the issued Share Capital in Securecom for a total consideration of GBP3,000,000. This consideration will be split GBP2,000,000 new shares and GBP1,000,000 cash.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR PGURACUPQURB
(END) Dow Jones Newswires
April 29, 2016 05:07 ET (09:07 GMT)
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