Sealand Capital Galaxy Limited Temporary Suspension (2730T)

TIDMSCGL

RNS Number : 2730T

Sealand Capital Galaxy Limited

24 March 2016

SEALAND CAPITAL GALAXY LIMITED

Statement re: memorandum of understanding and suspension

For immediate release 24 March 2016

Sealand Capital Galaxy Limited ("Sealand" or the "Company") is pleased to announce that it has reached a memorandum of understanding ("MOU") to acquire all of the issued share capital of Securecom Media Holdings Limited ("SecureCom").

Background

Sealand was listed in November 2015 in order to undertake an acquisition of a company or business in the social media sector.

SecureCom has obtained the global exclusive operating rights to the mobile application "Metalk" (www.immetalk.com), developed by Logicquest Technology Inc. The application is made available for downloads on the Apple App Store, Google Play and various other application download platforms.

Metalk is an application which safeguards users' privacy and protects important correspondence data. End-to-end encryption is provided with all data sent and received by Metalk including text, voice messages and images, encrypted over a 256 AES and 1024-bit RSA cryptosystem. Encryption keys are also randomly changed to avoid security breaches. The "Pattern Lock" feature prevents unauthorized access and the application also allows users to manage the list of trusted devices with authentication processes in place to protect the account.

SecureCom is also the owner and operator of "SecureChannel" (www.sec-channel.com), a web-based Software-As-A-Service platform that provides corporate clients with the means to mass broadcast sensitive information over large private networks.

SecureCom is a BVI registered company with its principal place of business in Thailand.

The acquisition

Following recent discussions, the Company has entered into a conditional, non-binding MOU with the sole shareholder of SecureCom for the acquisition of SecureCom for a consideration of GBP3,000,000 ("Acquisition") to be satisfied as to GBP1,000,000 in cash and GBP2,000,000 in new ordinary shares in the Company with a deemed issue price of 20p per share (resulting in the issue of 10,000,000 new shares to the seller).

In addition, it is envisaged that, in conjunction with completion of the Acquisition, there will be an equity financing raising not less than GBP1 million ("Placing").

The Acquisition is conditional upon, among other things, the completion of satisfactory due diligence, the negotiation and entry into legal documentation, any third party consents, the Placing and the listing of the Company's enlarged share capital on the standard listing segment of the Official List.

Suspension of listing

Due to the size and nature of the Acquisition, it will be treated as a reverse takeover for the purposes of the UK Listing Authority's Listing Rules. As a consequence, the Company has requested a suspension of the listing of its ordinary shares until the details of the Acquisition are finalised and the required information is published, which is expected to occur in late Q2 2016, or until the Acquisition is terminated.

As it is envisaged that the Acquisition will be a reverse takeover under the Listing Rules, upon completion, the listing on the standard listing segment of the Official List of all the existing ordinary shares of Sealand will be cancelled. Application will need to be made to the UK Listing Authority and the London Stock Exchange for the immediate readmission of the ordinary shares of Sealand, including the new ordinary shares issued as consideration for SecureCom, to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities. The eligibility of the enlarged group to be admitted to the Official List will need to be agreed with the UK Listing Authority.

Further announcements in relation to the Acquisition will be made in due course.

Enquiries

Nelson Law (chairman) tel: + (852) 6539 4873

This announcement has been issued by and is the sole responsibility of Sealand.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, or vote in any manner, any securities pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

The statements contained in this announcement that are not historical facts are "forward-looking" statements. These forward-looking statements are subject to a number of substantial risks and uncertainties, many of which are beyond the Company's control and actual results and developments may differ materially from those expressed or implied by these statements for a variety of factors. These forward-looking statements are statements based on the Company's current intentions, beliefs and expectations about among other things, the Company's financial condition, prospects, growth, strategies and the industry in which the Company operates. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. In addition, from time to time, the Company or its representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of the Company. No assurance can be given that such future results will be achieved; actual events or results may differ materially from those expressed in or implied by these statements as a result of risks and uncertainties facing the Company and its subsidiaries. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation and fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governmental regulators and other risk factors such as the Company's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation and consumer confidence, on a global, regional or national basis. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement and the Company undertakes no duty to update any of them publicly in light of new information or future events, except to the extent required by applicable law or regulation.

Neither the content of the Company's or SecureCom's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's or SecureCom's website (or any other website) is incorporated into, or forms part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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March 24, 2016 12:47 ET (16:47 GMT)