REG - Sealand Capital - Conditional Investment Agreement

Sealand Capital GalaxyAnnouncement

22/11/2024 10:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241122:nRSV3456Na&default-theme=true

RNS Number : 3456N  Sealand Capital Galaxy Limited  22 November 2024

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

 

 

22 November 2024

 

Sealand Capital Galaxy Limited

 

("Sealand" or the "Company")

 

 

 CONDITIONAL INVESTMENT IN EVOO AI PLC, DIRECTORATE CHANGE, NON-BINDING
FUNDING TERM SHEET & APPOINTMENT OF FINANCIAL ADVISER

 

Conditional Investment in EVOO AI Plc:

 

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 its
conditional entrance into the AI industry.

 

To date, the Company has focused much of its efforts on, investing, building
and supporting innovative IT, social media and technology companies that are
seeking opportunities to scale their distribution through access to the APAC
region. This has proved to be a sound operating strategy for the Company,
resulting in a diverse portfolio of operating assets that now have commercial
distribution into one of the largest consumer marketplaces globally being the
APAC region.

 

It is apparent to the Board and management that the technology sector globally
is witnessing a new dawn, accelerated by the introduction of new A.I. models,
approaches and applications that are rapidly changing the landscape of how
data can be manipulated and consumed. In recognition of this rapid evolution,
the Board and management have been carefully evaluating suitable opportunities
in the AI-sector that could either complement our existing portfolio of
operating interests or act as a launch pad into compelling new opportunities.

 

Board & Management Change:

 

The Board of Sealand are pleased to announce that, Ms. Elena Suet Sum Law
(31), has been appointed Chief Executive Officer effective immediately, and
subject to final regulatory approvals will be appointed to the Board of
Directors.

 

Ms. Law has been General Manager of the Company for over 7-years. During this
period Ms. Law has been responsible for maintaining the effectiveness and
efficiency of the Group's commercial activities and leading the implementation
of the Company's strategic initiatives.

 

Ms. Law obtained her Bachelor degree from City University, Hong Kong in
2016.

 

Concurrent, with Ms. Law's appointment, Chairman, Mr. Nelson Law has resigned
his post from the Board of Directors effective immediately due to competing
corporate interests after establishing the business over the last 8-years. The
Board of Directors wish Mr. Law well in his future endeavours and thank him
for his dedication and commitment in developing the Company from point of
inception.

 

Mr. Geoffrey Griggs continues as a Non- Executive Director of the Company.

 

Chairman & Chief Executive Officer, Mr. Nelson Law commented,

 

"The Board and I have been carefully observing the powerful impact of AI
applications and outcomes, and how the resulting impacts are going to
dramatically change the landscape of the IT & Technology industry. As a
Company committed to adapting our commercial approaches in order to create
shareholder value, it is after a prolonged period of careful due diligence
that we announce this conditional investment agreement with EVOO AI and, if
successful, look to compliment the transaction with new additions to the Board
& Management that will add further depth and industry experience.

 

I also take this opportunity to congratulate Ms. Law on her appointment to the
Board and as Chief Executive Officer. Having been with the Company for almost
as long as I, Ms. Law has been a driving force in developing and managing our
business interests. I would like to extend my best wishes to my fellow
Directors and all the Company's management team as Sealand enters an exciting
period of growth and explores synergies in new thriving technologies."

 

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's key objectives for the next 12 months include:

 

·    Completing an equity funding round to drive growth and advance
corporate goals

 

·    Expanding the Company's pipeline of luxury brand partners, with
positive engagement and conditional commitments tied to milestone achievements

 

·    Soft-launching EVOO's proprietary marketplace, Olive, and onboarding
established influencers to represent the platform

 

·    Evaluating a potential go-public transaction to secure direct access
to capital markets

 

EVOO was founded by a team of industry professionals with a proven track
record in technology and AI, providing the company with a robust network to
support and expand its applications.

 

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/) .

 

Conditional Terms of Investment:

The Company (the "Lender") has entered a Conditional Convertible Loan Note
Agreement ("CLN") with EVOO AI plc. Under the terms of the CLN, the Company
has 30-days to finalise due diligence, and any approvals required to proceed.

 

Conditionality of the CLN:

·    The Lender's obligation to advance funds under this Loan Note
instrument is subject to the Company having available financial resources
which may require external debt and/or equity financing for which the Company
are considering and the completion of satisfactory due diligence by the Lender
which must be completed within a maximum period of 30 days from the date of
signing this agreement. The Lender shall, within this period, confirm whether
due diligence has been completed to its satisfaction. Upon such confirmation,
and the Lender's decision to proceed, the following Loan Note Terms shall come
info full effect.

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.

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.

 

The Board of Directors wish to confirm that the Board can make no assurances
that the proposed investment transaction will complete and remains subject to,
completion of final Due Diligence items, available capital resources to
participate for which the Board have been considering financing initiatives,
Board and regulatory approvals.

Cancellation of Stock Options:

 

On 21(st) October 2021 [see press release 21.10.2021
(https://polaris.brighterir.com/public/sealand_capital_galaxy/news/rns/story/x57j4lw)
], the Company granted a total of, 105,122,538 share options with a strike
price of £0.007 and a life to expiry of 4-years from date of grant being
21(st) October 2025. The Board of Directors have elected to cancel these stock
options effective immediately and have received acknowledgement and acceptance
from all holders.

 

 

Non-Binding Funding Term Sheet:

Sealand is also pleased to announce that it has entered into a non-binding
term sheet with Liberty North Capital Corp. a regulated boutique investment
bank, headquartered in Toronto, Canada for the provision of equity &
debt-financing to support the Company's existing operations and future growth
opportunities that the Company are currently evaluating.

 

The principal terms of the Financing Arrangement between Sealand and Liberty
North Capital Corp. are as follows:

 

Non-Binding Terms: Brokered Equity Placement

 

·    To raise up to £170,000 via a brokered equity placement

·    The placing will be conditional on resolutions being passed at a
General Meeting

·    The non-binding term sheet provides an issue price of £0.0015

Attaching Warrants:

 

 PLACING WARRANTS ATTACHING                                              STRIKE PRICE  LIFE TO EXPIRY
 TWO (2) A-WARRANTS FOR EVERY ONE PLACING SHARE ISSUED TO THE SUBCRIBER  £0.0025       3-YEARS FROM PUBLICATION OF A FCA APPROVED PROSPECTUS
 ONE (1) A-WARRANTS FOR EVERY ONE PLACING SHARE ISSUED TO THE SUBCRIBER  £0.004        3-YEARS FROM PUBLICATION OF A FCA APPROVED PROSPECTUS

 

*should the non-binding terms be approved, the placing shares admission shall
be conditional on, matters including; shareholder approval at a General
Meeting of the Company.

 

 

Non-Binding Terms: Unsecured Convertible Loan Note Facility

 

·    The lender to provide a facility up to, £3,000,000

·    Maturity shall be the earlier of a published FCA approved prospectus
or 12-months from engagement

·    Coupon of 12% shall be applied, and rolled-up on engagement of the
facility

·    Subject to certain provisions being met by the borrower, the lender
shall make a maximum of £500,000 available per quarter until the publication
of a FCA approved prospectus. Upon such publication the borrower shall have
the right to draw on the balance in full

·    The lender shall have the right to close the facility at their
election

·    The borrower is not obligated to draw down on the proposed facility
and can elect to do so from the point of engagement to the earlier of each
quarter, maturity or the publication of an FCA approved prospectus

 

Non-Binding Proposed Terms of Conversion

 

Conversion Price:

 

Ø The lower of the 14-day VWAP preceding the lenders notice to convert or,
the price set of the last brokered placing conducted by the Company

 

Conversion Warrants:

 

For each conversion share allotted, each loan note holder shall receive,

 

 CONVERSION WARRANT ATTACHING                         STRIKE PRICE                                          LIFE TO EXPIRY
 ONE (1) A WARRANT FOR EVERY CONVERSION SHARE ISSUED  A STRIKE PRICE EQUAL TO 100% OF THE CONVERSION PRICE  2-YEARS FROM ADMISSION OF THE CONVERSION SHARES
 ONE (1) B WARRANT FOR EVERY CONVERSION SHARE ISSUED  A STRIKE PRICE EQUAL TO 150% OF THE CONVERSION PRICE  2-YEARS FROM ADMISSION OF THE CONVERSION SHARES

 

The Financing Arrangement is subject to the satisfaction of certain conditions
precedent, including concluding all due diligence, the execution of definitive
transaction documentation and the approval and implementation of the Financing
Arrangement by resolutions passed at a General Meeting of the Company.

 

It should be noted that there is no certainty at this stage that definitive
agreements will be concluded, and therefore funding provided. Further
announcements will be made as and when appropriate. The Board remains
committed to making every effort to successfully close this transaction.

 

Appointment of Financial Adviser:

The Company is also pleased to announce that it has appointed Bowsprit
Partners Limited as its financial adviser with immediate effect.

Bowsprit Partners Limited is a London-based advisory and fundraising boutique
specialising in strategic and corporate finance advice to both public and
private companies, with a strong focus on cross-border equity and debt capital
markets transactions.

 

 

 

 

 

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

 

Notes to Editors:

The Company's shares are traded on the transition category of the London Stock
Exchange under the ticker SCGL.

 

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

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCGZMZMGZKGDZM