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