For immediate release: 21st October 2021
Sealand Capital Galaxy Limited
("Sealand" or "the Company")
Issue of Equity and Grant of Options
Sealand Capital Galaxy Limited (LSE: SCGL) announces that it has agreed to issue 77,142,857 new ordinary shares to its Executive Chairman, Law Chung Lam Nelson, in return for the partial conversion of the loan owed by the Company to him. The conversion price per share is 0.7p, being the closing mid- price on 18 October 2021, making a total conversion of £540,000. The Board of the Company welcomes this transaction as being an important step in strengthening the balance sheet of the Company and preserving the Company's cash. The loan outstanding to Mr Law now stands at £247,081.
Similarly, the Company has also agreed to issue 714,286 ordinary shares at the same price per share to a company associated with the Non- Executive Director of the Company, Geoffrey Griggs, in consideration for professional services rendered, in lieu of a cash payment.
Application will be made for the 77,857,143 new ordinary shares to be admitted to trading which is expected to be on or around 26 October 2021. The new ordinary shares will rank pari passu with the existing ordinary shares of the Company. Following the issue of the new ordinary shares, the Company's issued share capital will comprise of 595,694,385 ordinary shares. This figure of 595,694,385 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.
In addition, the Company has granted 105,122,538 share options under the Company's Employee Incentive Scheme (the "Options") to its Directors and other staff as set out below.
The share options to be granted were proposed by the remuneration committee and approved by the Board as part of the Company's programme of share option grants in order to incentivise the members of the Board and other valued staff members. The options are exercisable between one and four years from the date of grant (or earlier at the discretion of the Board) at a strike price of 0.7p. The share options awarded are as follows:
· Law Chung Lam Nelson, Executive Chairman 35,040,846
· Geoffrey Griggs, Non-Executive Director 35,040,846
· Seven key members of staff have also been granted options over 35,040,846 shares in total
Following the grant of the share options outlined above, the total share options outstanding will be 105,122,538 representing 17.6% of the 595,694,385 ordinary shares in issue.
This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).
-Ends-
| Enquiries:
| |
| Sealand Capital Galaxy Limited | |
| Law Chung Lam Nelson, Executive Chairman | + 44 (0) 753 795 9788 |
| Novum Securities Limited | |
| David Coffman | + 44 (0) 20 7399 9400 |
Notes to Editors:
The Company's Shares are traded on the Official List of the London Stock Exchange's main market for listed securities under the ticker SCGL. Further information on Sealand is available on its website http://www.scg-ltd.com/
The notifications below are made in accordance with the requirements of the EU Market Abuse Regulation, requiring notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them:
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
| a)
| Name
| 1) Law Chung Lam Nelson 2) Geoffrey Griggs | |||
| 2
| Reason for the notification Grant of Options and Placing and Issue of Shares | ||||
| a)
| Position/status
| 1) Executive Chairman 2) NED | |||
| b)
| Initial notification /Amendment | Initial notification | |||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
| a)
| Name
| Sealand Capital Group Limited | |||
| b)
| LEI
| 2138009EB25MJIULQO19
| |||
| 4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||||
| a)
| Description of the financial instrument, type of instrument | Placing and Issue of and Options over Ordinary shares of £0.0001 each
| |||
| | | ||||
| Identification code | ISIN Code: KYG7948E1026 | ||||
| | | ||||
| b)
| Nature of the transaction
| Issue of equity and Grant of Options
| |||
| c)
| Price(s) and volume(s) | | | | |
| | | Price(s) | Volume(s) | | |
| | | 1) 0.7p | 77,142,857 Shares Plus 35,040,846 Options
| | |
| | | 2) 0.7p | 714,286 Shares Plus 35,040,846 Options | | |
| | | | | | |
| d)
| Aggregated information | | |||
| | | ||||
| - Aggregated volume | 77,857,143 Shares Plus 70,081,692 Options
| ||||
| | | ||||
| - Price | 0.7p | ||||
| | | ||||
| e)
| Date(s) of the transaction
| 19 October 2021 | |||
| f)
| Place of the transaction
| Outside of a trading venue | |||
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