REG - Sealand Capital - Exercise of Convertible Loan Note and TVR

Sealand Capital GalaxyAnnouncement

31/01/2025 16:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250131:nRSe5275Va&default-theme=true

RNS Number : 5275V  Sealand Capital Galaxy Limited  31 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.

 

 

 

Sealand Capital Galaxy Limited

 

("Sealand" or the "Company")

 

EXERCISE OF CONVERTIBLE LOAN NOTE ("CLN") OPTION WITH EVOO AI PLC

 

Sealand Capital Galaxy Limited [LSE: SCGL] ("Sealand" or the "Company"), an
IT, Social Media & Technology company focused on consolidating compelling
technology opportunities in the global marketplace, is pleased to announce
that further to the CLN & Partnership agreement entered with EVOO AI PLC
("EVOO") on 10(th) January 2025 that can be viewed here
(https://www.londonstockexchange.com/news-article/SCGL/agm-results-and-investment-in-evoo-ai-plc/16847946)
the Company has exercised its option under the Convertible Loan Note Agreement
to extend a further £100,000 under the terms entered.

 

Chief Executive Officer, Dr. Thomas Sawyer commented,

 

"It continues to be an active and busy start to 2025 as the Company works on
driving value through progressing exciting opportunities and generating value
across our portfolio businesses. We continue to proactively work with the EVOO
team, with the recent launch of SEA-VOO representing a promising opportunity
for our APAC business interests at a time when the competitive landscape for
the utilisation of large language AI models has been positively impacted by
the launch of DeepSeek AI.

 

Our decision to extend EVOO further capital under the CLN structure entered
into earlier this month signifies our commitment to the working partnership
and a belief in the future value that this can bring. The immense global
interest in AI and related generative models is providing huge opportunity to
leverage these in real-world, impactful business models. However, this ease of
access also brings a risk of oversaturation in crowded marketplaces that may
struggle to create material brand identities. EVOO's expertise and positioning
in a unique marketplace for luxury goods that, if executed effectively, will
consolidate e-commerce and social media to add genuine value using this
creative technology. These are important themes that we are committed to
delivering on, and the Sealand team and I look forward to providing further
updates."

 

 

Terms of the CLN & Partnership Agreement with 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 behaviours. 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.

 

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

 

·    Tranche 1: £200,000 - to be advanced on or before 30 days from the
date of this instrument.

·    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:

 

·    With the prior written consent of the Lender; or

·    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.

 

Total Voting Rights

 

Further to the Company's announcement of 11 September 2024, an application has
been made for 31,000,000 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 4
February 2025.

 

For the purposes of the Financial Conduct Authority's Disclosure and
Transparency the Company announces that, as of 31 January 2025, the Company's
total issued share capital consists of 866,905,989 ordinary shares, with one
voting right per share.

 

The total number of voting rights in the Company is therefore 866,905,989.

 

This figure of 866,905,989 ordinary shares may be used by shareholders in the
Company as the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change in their
interest in, the share capital of the Company under the FCA's Disclosure
Guidance and Transparency Rules.

 

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

 

Dr. Thomas Sawyer (Chief Executive Officer)

Ms. Elena Law (Chairwoman)

Mr. Geoffrey Griggs (Non-Executive Director)

 

Bowsprit Partners Limited (Financial Adviser)
       +44 (0) 203 833 4430

 

 

Stockbox Media (PR/IR)

info@stockboxmedia.com (mailto:info@stockboxmedia.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
www.sealandcapitalgalaxy.com (http://www.sealandcapitalgalaxy.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  MSCBLGDBCDXDGUB