Sealand Capital Galaxy Limited Final Results, Bonus Issue and Notice of AGM (7183D)

TIDMSCGL

RNS Number : 7183D

Sealand Capital Galaxy Limited

28 April 2017

Not for release, publication or distribution, directly or indirectly, in whole or in part in or into the United States or any jurisdiction other than the United Kingdom and the Cayman Islands where to do so would constitute a contravention of the relevant laws or regulations of such jurisdiction. This announcement (and the information contained herein) does not contain or constitute an offer to sell or the solicitation of an offer to purchase, nor shall there be any sale of securities in any jurisdiction where such offer, solicitation or sale would constitute a contravention of the relevant laws or regulations of such jurisdiction.

28 April 2017

SEALAND CAPITAL GALAXY LIMITED (LSE: SCGL)

("Sealand", "SCGL" or "the Company")

2016 Full Year Results Announcement

Notice of the Annual General Meeting

and

Proposed Bonus Issue of Ordinary Shares

2016 Full Year Results

Sealand, which is engaged in the investment and acquisition of IT and social media businesses in the APAC region with high growth potential today announces its results for the year ended 31 December 2016.

Highlights

-- The loss on ordinary activities for the year after taxation was GBP250,839 (2015: GBP46,553).

-- The Company had cash at bank and in hand of GBP457,597 at 31 December 2016 and as at the date of this announcement the Company has approximately GBP1.3m of cash balances.

-- Completion of the acquisition of SecureCom Media Holdings Limited ("SecureCom"), the holder of global exclusive operating rights to the mobile application "Metalk" (www.immetalk.com), developed by Logicquest Technology Inc.

Chairman's statement

Following the Company's re-listing in February 2017 and the acquisition of SecureCom, allied to a positive cash balance I look forward to the Company having a successful future and I would like to thank all those who have contributed to bringing the Company to its present position.

Annual General Meeting and proposed Bonus Issue

Sealand announces that the Circular relating to a proposed bonus issue of nine ordinary shares of GBP0.0001 each in the capital of the Company (each an "Ordinary Share") for every one Ordinary Share held (the "Bonus Issue") and notice of the Company's 2016 Annual General Meeting ("AGM") is being posted to shareholders today.

The AGM will be held on Thursday 25 May 2017 at 1 pm (BST) at the offices of Memery Crystal LLP, 44 Southampton Buildings, London, WC2A 1AP.

The Circular relating to the Bonus Issue and the AGM is available on the Company's website at http://www.scg-ltd.com/.

Proposed Bonus Issue

The Company proposes that the issued share capital of the Company should be increased, by way of the Bonus Issue, thereby increasing the number of Ordinary Shares available for trading through the Main Market of the London Stock Exchange with a view to increasing the liquidity and marketability of the Ordinary Shares.

Pursuant to the Bonus Issue, 423,000,000 new Ordinary Shares ("Bonus Shares") will be issued, with Shareholders receiving nine Bonus Shares for every one Ordinary Share held.

The Bonus Shares will be issued to Shareholders free of charge and will be funded by the capitalisation of GBP42,300 of the amount currently standing to the credit of the Company's share premium account.

As the Bonus Shares are issued in proportion to shareholders' interests, there will be no dilution and Shareholders will hold the same proportion of Ordinary Shares following the Bonus Issue.

Rights attaching to the Bonus Shares

The Bonus Shares will be issued credited as fully paid to shareholders on the Company's share register at the close of business on 25 May 2017. The Bonus Shares will, on admission to the Official List and to trading on the London Stock Exchange's main market ("Admission"), will have the same rights as the existing Ordinary Shares.

Conditions of the Bonus Issue

The Bonus Issue is conditional on:

   --              Shareholders approving the Bonus Issue at the AGM; and 
   --              Admission. 

Admission

Application for Admission will be made immediately following the Bonus Issue. Admission is expected to take place and dealings are expected to commence at 8.00 a.m. on 26 May 2017. The Company will also apply for the Bonus Shares to be admitted to CREST with effect from Admission.

The expected timetable for the AGM and Bonus Issue

 
 Circular posted to shareholders               29 April 
                                                2017 
--------------------------------------------  ---------- 
 Latest time and date for receipt              4 pm 22 
  of Forms of Instruction                       May 2017 
--------------------------------------------  ---------- 
 Latest time and date for receipt              1 pm 23 
  of Forms of Proxy                             May 2017 
--------------------------------------------  ---------- 
 Annual General Meeting                        1 pm 25 
                                                May 2017 
--------------------------------------------  ---------- 
 Record date for Bonus Issue                   5 pm 25 
                                                May 2017 
--------------------------------------------  ---------- 
 Admission effective and dealings              26 May 
  in Bonus Shares expected to commence          2017 
  on 
--------------------------------------------  ---------- 
 Despatch of definitive share certificates     2 June 
  in respect of Bonus Shares in certificated    2017 
  form 
--------------------------------------------  ---------- 
 

Enquiries:

Nicholas Lyth: 07769906686

Notes to Editors:

-- Sealand Capital Galaxy Limited (LSE: SCGL) is engaged in the investment and acquisition of IT and social media businesses in the APAC region with high growth potential.

   --               Further information on Sealand is available on its website http://www.scg-ltd.com/ 

Disclaimer

This announcement contains certain forward-looking statements. These statements are made by the Company's directors in good faith based on the information available to them up to the time of their approval of this announcement but such statements should be treated with caution due to inherent uncertainties, including both economic and business factors, underlying such forward-looking information. This announcement has been prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed. This announcement should not be relied on by any other party or for any other purpose.

This information is provided by RNS

The company news service from the London Stock Exchange

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April 28, 2017 07:59 ET (11:59 GMT)