REG - Sealand Capital - AGM RESULTS AND INVESTMENT IN EVOO AI PLC

Sealand Capital GalaxyAnnouncement

10/01/2025 15:00

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RNS Number : 9582S  Sealand Capital Galaxy Limited  10 January 2025

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 VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN

 

 

 

10 January 2025

 

 

Sealand Capital Galaxy Limited

 

("Sealand" or the "Company")

 

 

RESULTS OF ANNUAL GENERAL MEETING, COMPLETION OF PARTNERSHIP & INVESTMENT
AGREEMENT WITH EVOO AI PLC

 

 

 

Results of Annual General Meeting

 

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 all
resolutions proposed to shareholders at the Annual General Meeting ("AGM")
held at 11.00 a.m. on 10 January 2025 (the "Resolutions") were duly passed.

 

The proxy votes received in relation to these resolutions were as follows:

 

 Resolution                                                                       Shares
                                                                                  For          % of votes  Against  % of votes  * Withheld
 Ordinary Resolution:                                                             524,409,023  100.00      0        0.00        0

 1. To receive the report of the Directors and the financial statements of the
 Company for the period ended 31 December  2019.
 Ordinary Resolution:                                                             524,409,023  100.00      0        0.00        0

 2. To receive the report of the Directors and the financial statements of the
 Company for the period ended 31 December 2020.
 Ordinary Resolution:                                                             524,409,023  100.00      0        0.00        0

 3. To receive the report of the Directors and the financial statements of the
 Company for the period ended 31 December 2021.
 Ordinary Resolution:                                                             524,409,023  100.00      0        0.00        0

 4. To receive the report of the Directors and the financial statements of the
 Company for the period ended 31 December 2022.
 Ordinary Resolution:                                                             524,409,023  100.00      0        0.00        0

 5. To receive the report of the Directors and the financial statements of the
 Company for the period ended 31 December 2022.
 Ordinary Resolution:                                                             524,409,023  100.00      0        0.00        0

 6. To re-appoint PKF Littlejohn LLP as auditors of the Company and to
 authorise the directors to determine their remuneration.
 Ordinary Resolution:                                                             524,409,023  100.00      0        0.00        0

 7. To re-elect, as a director, Elena Law, who retires in accordance with
 Article 27.03 of the Articles and offers herself for re-election.
 Ordinary Resolution:                                                             524,409,023  100.00      0        0.00        0

 8. To re-elect, as a director, Geoffrey Griggs, who retires in accordance with
 Article 27.03 of the Articles and offers himself for re-election.
 Ordinary Resolution:                                                             524,409,023  100.00      0        0.00        0

 9. To authorise the directors of the Company to allot securities and grant
 rights up to an aggregate nominal value of £70,000.
 Special Resolution:                                                              524,409,023  100.00      0        0.00        0

 10. To authorise the directors of the Company to allot securities without
 applying pre-emption rights, up to an aggregate nominal value of £70,000.

 

A vote withheld is not a vote in law and is not counted in the calculation of
the proportion of votes "For" or "Against" any of the Resolutions.

 

Following the passing of the Resolutions and further to the Company's
announcement of 30 December 2024, an application has been made for 111,000,000
ordinary shares to be admitted to trading on the Transition Category of the
London Stock Exchange plc ("Admission"). It is expected that Admission will
become effective on or around 8.00 a.m. on 14 January 2025.

 

Completion of Partnership & Investment Agreement With EVOO AI Plc

 

The Company is also pleased to announce that further to the Company's
announcement made on 22(nd) November 2024 (link to news release can be
accessed here
(https://www.londonstockexchange.com/news-article/SCGL/conditional-investment-agreement/16778093)
) the Company has completed its corporate partnership & investment
agreement with EVOO AI plc ("EVOO") following a successful period of final due
diligence and closing items.

 

About EVOO AI PLC

 

EVOO AI PLC is a proprietary data platform with specialized AI learning models
tailored to drive meaningful commercial and consumer insights in the luxury
goods sector. Integrating proprietary, open-source, and partner AI models -
the platform delivers in-depth, actionable intelligence on market trends and
consumer behaviors. These insights are primarily derived from applications
targeted at consumers, retailers, and brands. Its flagship application, Olive,
is a luxury e-commerce marketplace that features influencer-curated boutiques,
offering consumers a personalized shopping experience.

 

EVOO AI CEO, Neil Stevenson-Moore commented,

 

"Sealand is a strategically positioned partner, whose strong ties to the APAC
region provide a unique platform for investment and growth opportunities. When
we founded EVOO AI, our mission was to bridge the gap between traditional
luxury and the rapidly evolving digital world, creating a platform that
delivers actionable insights and personalized experiences for consumers and
brands alike. We are excited to draw on Sealand's extensive relationships in
the region and look forward to identifying projects where we can collaborate
and invest efforts, resources, and capital together. The recently completed
fundraise underscores Sealand's forward-looking strategy to embrace disruptive
technologies, enhancing its reach and paving the way for transformative
partnerships. I look forward to working closely with the Board and team to
explore these opportunities and drive meaningful growth."

 

Chief Executive Officer, Elena Law commented,

 

"After careful evaluation and a successful period of Due Diligence, I am
delighted to update our shareholders with the news today. The Board and I have
been impressed by the professionalism, depth of experience and technology that
the team at EVOO have been building, supported by a real intention to
commercialise the Olive platform. In the New Year, the EVOO AI and Sealand
Team are going to arrange for a webinar to further inform our shareholders of
the partnership and investment and address questions from our shareholder
base. A further news release will be made in the New Year.

 

The EVOO Founders and Lead Non-Executive Director:

 

Neil Stevenson-Moore, Founder, Chief Executive Officer & Director

 

Neil Stevenson-Moore is the founder and Chief Executive Officer of EVOO AI
PLC, a position he has held since the Company's incorporation. He is a serial
entrepreneur. His first major venture was StylePixi, a retail sales platform
and CRM responsible for pioneering the integration of machine learning with
retail user engagement across digital applications. He was responsible for the
overall design, development, and execution of the entire platform.

 

Subsequently, he led Farfetch's 'Store of the Future' project. Farfetch is an
online retailer providing luxury fashion and beauty products. He was
responsible for financial strategy, negotiating partnership agreements with
forward looking brands and implementing new technologies into brick-and-mortar
retail locations. Within the last five years, Neil Stevenson-Moore has been
the Chief Product Officer of Looking Glass Labs, as well as the founder and
Chief Product Officer of SportNinja, an award-winning sports management
platform, that has become one of the fastest-growing businesses in its sector
having attracted over 570,000 users across four continents. Since 2021, he has
also been the CEO of RISExSHINE, an interactive engagement platform combating
youth mental health problems, where he secured a founding partnership with
gaming giant, Electronic Arts.

 

Michael E. Callas, Founder, Chief Strategy Officer & Director

 

Michael Callas is the founder and Chief Strategy Officer of EVOO AI PLC, a
position he has held since the Company's incorporation. He is an experienced
entrepreneur, investor, and technology leader with broad C-level executive and
strategic advisory experience.

 

A fintech specialist, he was the Senior Vice President at TalenthouseAG, where
he led the build up of TalentPlus, a digital banking service for individuals
within the creative services industries and was previously the Chief Strategy
Officer at Vacuumlabs Group, where he played a key role in launching Daylight,
the world's first LGBTQ+ digital bank.

 

Mr. Callas has also held the position of Global Head of Emerging Technology at
Vodafone Group where he oversaw the development and global scaling of mobile
and financial products, and was the CEO of StepOne Ventures, a tech-incubator
and advisory business. Within the last five years, he has also been a board
director at Synx.co, a platform that empowers enterprises through advanced
data insights and analytics and Smart Viewing, a remote property viewing
platform.

 

Beyond his professional endeavors, Michael Callas has been proud to positively
impact his community through various non-profit and volunteer roles. He played
a significant role in Jóvenes con Futuro, an internship program aimed at
bringing Spain's brightest young tech minds to start-ups in Silicon Valley and
New York City.

 

Tweedie Brown CBE, Non-Executive & Independent Director

 

Tweedie Brown is a Non-Executive Director of the Company, a position he has
held since 21 February 2024. Tweedie has been in leadership roles at C-Suite
level in both an executive and non-executive capacity for most of his career.
As a senior Army officer, he managed a Government Next Steps Agency reporting
directly to the Minister for The Cabinet Office and was an advisor on
management initiatives in Government. He commanded the Defence College of
Logistics and was Chief of Staff to the Adjutant General of the Army. For this
he was awarded the CBE in 2003. On leaving the Army he ran a national business
format franchise, The Property Search Group, with 95 branches in the UK. He
took the company to listing on AIM in 2010. His experience at senior level was
further consolidated as CEO of a US-owned software integration company,
Enterprise Information Management Inc, and Chair of a Portuguese energy tech
company, Virtual Power Solutions.

 

Currently under his Chairmanship is a Social Housing organization, an
integrated finance and project development company, a property inventory
company and a property professionals' membership organization. His most recent
experience is in ESG, reinforcing his commitment to the UN SDGs, reduction in
greenhouse gases and a just transition to Net Zero. His positions as Board
Member of Net Zero Nation and Climate Change Ambassador for the international
Scottish Business Network, exemplify this.

The company also maintains an extensive team of corporate advisors and
management members.

 

Further information on EVOO AI PLC can be found directly on their corporate
website, EVOO AI PLC (https://www.evoo.ai/) .

 

Loan Note Terms:

·   The total principal amount of the loan facility is £300,000, to be
advanced in two separate tranches as follows:

o Tranche 1: £200,000 - to be advanced on or before 30 days from the date of
this instrument. Pursuant to this announcement, Tranche 1 under the terms of
the Note have been advanced to EVOO AI plc

o Tranche 2: £100,000 - to be advanced at the election of the Lender, but on
or before 60 days from the date of this instrument.

 

·    Interest (Coupon): Interest shall accrue on each Tranche at a fixed
rate of 12% over the course of the 18-month term of each Tranche. The full
amount of interest for each Tranche shall be rolled-up immediately upon
advancement of the respective Tranche. The rolled-up interest shall be payable
upon the Maturity Date of each Tranche, or upon conversion into shares,
whichever event occurs.

 

·   Structural Fee: In consideration of the Loan Notes, the Lender shall
receive 1,000,000 Share Purchase Warrants with an exercise price of €0.06
per share and a life to expiry of 5 (five) years from the date of grant.
Should the Company complete an Initial Public Offering (IPO) at a price lower
than  €0.06 per share, the exercise price of the Share Purchase Warrants
shall be adjusted to match the IPO price per share.

 

·   Conditions Attaching: No shares in the Company shall be issued other
than in the following circumstances:

o With the prior written consent of the Lender; or

o The issuance of shares in connection with the Company's IPO under an IPO
Subscription-Receipts agreement.

 

·   The Loan Notes are issued subject to, and benefit from, the endorsed
conditions, which are duly incorporated into this certificate.

 

 

Terms of Conversion:

 

·   The Lender shall have the right, at any time prior to the Maturity
Date, to convert all outstanding sums, including interest, into ordinary
shares of the Company. The conversion price per share shall be the lower of
(i) €0.03, or (ii) a 50% discount to the IPO price.

 

·    All notes elected for conversion, shall be converted into ordinary
shares of the Company, ranking pari passu with existing ordinary shares. Each
conversion share will have an attaching share purchase warrant, with a strike
price the lower of (i) €0.09, or (ii) a 50% premium to the IPO price. The
share purchase warrant shall have a life to expiry of 3 (three) years from the
date of admission of the conversion shares to trading on a recognised stock
exchange.

 

·   Replacement Warrant Entitlement: Should the Lender elect to exercise
their share purchase warrants in whole or in part within 6 (six) months from
the date of grant, the Lender shall be entitled to receive 1 (one) replacement
warrant for every 2 (two) share purchase warrants exercised. The replacement
warrants shall have the a strike price of €0.12, or (ii) a 100% premium to
the IPO price, and shall have a life to expiry of 3 (three) years from the
date of admission of the conversion share purchase warrants to trading on a
recognised stock exchange.

 

·  Triggering Event and Forced Conversion: In the event that the Borrower
completes a Triggering Event, which includes an Initial Public Offering (IPO),
Reverse Takeover (RTO), or any Go-Public Transaction, prior to the Maturity
Date, the Lender shall be subject to a mandatory conversion of all outstanding
sums, including Principal, Accrued Interest, and any applicable fees (e.g.
Structural Fee). The conversion shall be executed in accordance with the terms
set out in Clause 5 at the lower of €0.03 or a 50% discount to the IPO
price, with all converted shares ranking pari passu with the Borrower's
ordinary shares.

 

 

Co-Investment Rights

 

The Lender's Co-Investment Rights, as detailed below, will be subject to a
separate co-investment agreement, which shall come into effect upon the
conversion of Tranche 1 or Tranche 2 of the Convertible Loan Note (CLN) into
equity of the Borrower.

 

·   Right of First Refusal: In the event that the Lender converts Tranche 1
or 2, or both Tranches, into equity of the Borrower, the Lender shall be
granted a 3-year right of first refusal to co-invest alongside the Borrower in
all future investment opportunities.

 

·   Duration of Co-Investment Agreement: The Co-Investment Agreement shall
commence upon the Lender's conversion of Tranche 1 or Tranche 2 into equity of
the Borrower and shall remain in effect for 3-years, providing the Lender with
the right to participate in all future investment opportunities undertaken by
the Borrower.

 

·   Participation Terms: The Lender shall have a period of 30 days to
exercise its right of first refusal and participate on the same terms and
conditions as the Borrower in any future investment opportunities. During this
period, the Borrower shall provide all relevant documentation and terms of the
investment to the Lender.

 

·   Limited Participation Right:  The Lender's right to participate in
future investment opportunities shall be limited to a maximum of 50% of each
investment opportunity, unless otherwise agreed in writing by both the Lender
and the Borrower. Any capital restrictions imposed by the investee company
seeking to raise funds will also apply.

 

·   Penalty for Breach: Should the Borrower fail to comply with the terms
of the Co-Investment Agreement, the Borrower shall assign 90% of its position
in the relevant investee company to the Lender. Additionally, the Borrower
shall incur a penalty cost of £100,000 for failing to disclose or adhere to
the Co-Investment Agreement.

 

 

Appointment of PR/IR Firm

 

The Company is pleased to announce that it has engaged, Stockbox Media to
provide PR/IR services including, social media management, interviews,
podcasts and marketing services to the Company. Stockbox is a UK-based
company, providing clients globally with professional PR/IR and marketing
services. Existing clients of Stockbox include companies quoted on recognised
investment exchanges internationally including but not limited to; LSE, AQSE,
CSE & TSX-V.

 

Further information on StockBox can be found at its website by visiting their
website, the link can be accessed "here" (https://stockboxmedia.com/) .

 

Stockbox have confirmed that, the Company and its principles do not hold any
interest in the Company and will advise the Company and its Advisors should
this position change.

 

 

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

 

StockBox Media (IR/PR)

Info@Stockmedia.com (mailto:Info@Stockmedia.com)

 

 

Notes to Editors:

The Company's Shares are traded on the transition category of the London Stock
Exchange under the ticker LSE: SCGL

 

Further information on Sealand Capital Galaxy Limited is available on its
website http://scg-ltd.com (http://scg-ltd.com)

 

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