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 10th January 2025 that can be
viewed
here 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
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
