NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE - 22 August 2016
Sealand Capital Galaxy Limited
Interim Results
Six months to 30 June 2016
Sealand Capital Galaxy Limited ("Sealand" or the "Company") is pleased to announce its interim results for the six month period ended 30 June 2016.
Financial Review
Results for the Period from 1 January 2016 to 30 June 2016 show a loss before tax of £85,844.
The Company had cash in the bank and in hand of £600,052 at 30 June 2016. The board does not consider it appropriate to declare a dividend.
On 24 March 2016 it was announced to the market that the Company had signed a Memorandum of Understanding with SecureCom Media Holdings Limited ("SecureCom") to acquire all SecureCom's issued share capital. SecureCom has obtained the global exclusive operating rights to the mobile application "Metalk" (www.immetalk.com), developed by Logicquest Technology Inc.
The Company's shares remain suspended pending the completion of the acquisition.
This announcement contains inside information.
Enquiries:
Sealand Capital Galaxy Limited: Nelson Law (chairman), Tel: +1 345 949 4544
SEALAND CAPITAL GALAXY LIMITED
CONDENSED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2016
|
|
01/01/2016 to 30/06/2016 |
22/05/2015 to 30/06/2015 |
|
Note |
£ |
£ |
|
|
(unaudited) |
(unaudited) |
|
|
|
|
Revenue |
3 |
|
|
|
|
|
|
Other income |
3 |
521 |
|
|
|
|
|
Administrative expenses |
|
|
|
|
|
|
|
Loss before tax |
4 |
(85,844) |
- |
|
|
|
|
Income tax expense |
6 |
|
|
|
|
|
|
Loss for the period and total comprehensive loss for the period attributable to ordinary shareholders |
|
|
|
|
|
|
|
Basic and diluted loss per share (pence) |
7 |
|
|
The accompanying notes form part of these financial statements.
SEALAND CAPITAL GALAXY LIMITED
CONDENSED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2016
|
|
Note |
At 30 |
At 31 |
|
|
|
June 2016 |
December 2015 |
|
|
|
£ |
£ |
|
|
|
(Unaudited) |
(Audited) |
Current assets |
|
|
|
|
Prepayment |
|
|
25,361 |
- |
Bank balances and cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
Amount due to a director |
|
8 |
1,664 |
1,932 |
Other payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
|
|
|
|
|
|
|
Capital and reserves |
|
|
|
|
Share capital |
|
9 |
3,000 |
3,000 |
Share premium |
|
9 |
735,350 |
735,350 |
Accumulated losses |
|
|
|
|
|
|
|
|
|
Total equity |
|
|
|
|
The accompanying notes form part of these financial statements.
SEALAND CAPITAL GALAXY LIMITED
CONDENSED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2016
|
Share capital |
Share premium |
Accumulated losses |
Total |
|
£ |
£ |
£ |
£ |
|
(Note 9) |
|
|
|
|
|
|
|
|
Issuance of share capital and as at 30 June 2015 (unaudited) |
|
|
|
|
|
|
|
|
|
As at 1 January 2016 (audited) |
3,000 |
735,350 |
(46,553) |
691,797 |
|
|
|
|
|
Total comprehensive loss for the period |
- |
- |
(85,844) |
(85,844) |
|
|
|
|
|
At 30 June 2016 (unaudited) |
3,000 |
735,350 |
(132,397) |
605,953 |
The accompanying notes form part of these financial statements.
SEALAND CAPITAL GALAXY LIMITED
CONDENSED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2016
|
|
|
01/01/2016 to 30/06/2016 |
|
|
|
£ |
|
|
|
(unaudited) |
OPERATING ACTIVITIES |
|
|
|
Loss before tax |
|
|
(85,844) |
Adjustment for: |
|
|
|
Bank interest income |
|
|
|
|
|
|
|
Operating cash flows before movements in working capital |
|
|
(85,877) |
Increase in prepayment |
|
|
(25,361) |
Decrease in amount due to a director |
|
|
(268) |
Decrease in other payables |
|
|
|
|
|
|
|
CASH USED IN OPERATIONS AND NET CASH USED IN OPERATING ACTIVITIES |
|
|
|
|
|
|
|
INVESTING ACTIVITY |
|
|
|
Bank interest received |
|
|
|
|
|
|
|
NET CASH FROM INVESTING ACTIVITY |
|
|
|
|
|
|
|
NET DECREASE IN CASH AND CASH EQUIVALENTS |
|
|
(133,135) |
|
|
|
|
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD |
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT THE END OF PERIOD |
|
|
|
|
|
|
|
ANALYSIS OF THE BALANCES OF CASH AND CASH EQUIVALENTS |
|
|
|
Representing bank balances and cash |
|
|
|
The accompanying notes form part of these financial statements.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2016
1. GENERAL INFORMATION
Sealand Capital Galaxy Limited (the "Company") was incorporated in the Cayman Islands on 22 May 2015 as an exempted Company with limited liability under the Companies Law. The registered office of the Company is Willow House, Cricket Square, PO Box 709, Grand Cayman, KY1-1107, Cayman Islands.
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the "functional currency"). The financial statements are presented in Great British Pound ("£"), which is the same as the functional currency of the Company.
No statements of cash flows has been prepared for the comparative period as the Company had no cash transaction during the period from 22 May 2015 (date of incorporation) to 30 June 2015.
2. BASIS OF PREPARATION AND ACCOUNTING POLICIES
The unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard ("IAS") No. 34 "Interim Financial Reporting" and International Financial Reporting Standards ("IFRSs") as adopted for use by the European Union and IFRIC Interpretations applicable to companies reporting under IFRS.
The unaudited condensed consolidated results have been prepared on the historical cost. The unaudited condensed consolidated financial information has not been audited or reviewed by the Company's auditors, but has been reviewed by the Company's Directors.
Going concern basis
The Company is an investment company, and, apart from a small amount of interest receivable, currently has no income stream. Until a suitable trading business is acquired, it is therefore dependent on its cash reserves to fund ongoing costs.
After reviewing the Company's budget for 2016/2017 and its medium term plans, the directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future. For this reason, they adopt the going concern basis in preparing the financial statements.
The financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.
The accounting policies used in the preparation of these results are same with those used in the preparation of the Company's annual financial statements for the period from 22 May 2015 (date of incorporation) to 31 December 2015. The adoption of new and revised IFRSs did not result in significant changes to the Company's accounting policies, presentation of the Company's financial statements and amounts reported for the current period or prior period.
Standards and Interpretations issued but not yet applied
Amendments to IAS 19 |
Defined Benefit Plans: Employee Contributions |
Amendments to IAS 32 |
Offsetting financial assets and financial liabilities |
Amendments to IAS 36 |
Recoverable amount disclosures for non-financial assets |
Annual Improvements to 2010-2012 Cycle |
Amendments to a number of IFRSs |
Annual Improvements to 2011-2013 Cycle |
Amendments to a number of IFRSs |
The Company has not early applied the following new and revised standards, amendments or interpretation that have been issued but are not yet effective.
IFRS 9 |
Financial Instruments 2 |
IFRS 15 |
Revenue from Contracts with Customers 2 |
IFRS 16 |
Leases 4 |
Amendments to IFRS 11 |
Accounting for Acquisitions of Interests in Joint Operations 1 |
Amendments to IFRS 15 |
Clarifications to IFRS 15 "Revenue from Contracts with Customers" 2 |
Amendments to IAS 1 |
Disclosure Initiative 1 |
Amendments to IAS 7 |
Disclosure Initiative 5 |
Amendments to IAS 12 |
Recognition of Deferred Tax Assets for Unrealised Losses 5 |
Amendments to IAS 16 and IAS 38 |
Clarification of Acceptable Methods of Depreciation and Amortisation 1 |
Amendments to IFRS 10 and IAS 28 |
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture 3 |
Amendments to IFRS 10, IFRS 12 and IAS 28 |
Investment Entities: Applying the Consolidation Exception 1 |
Annual Improvements to 2012-2014 Cycle |
Amendments to a number of IFRSs 1 |
1 Effective for annual periods beginning on or after 1 January 2016
2 Effective for annual periods beginning on or after 1 January 2018
3 Effective for annual periods beginning on or after a date to be determined
4 Effective for annual periods beginning on or after 1 January 2019
5 Effective for annual periods beginning on or after 1 January 2017
The Company is in the process of making an assessment of what the impact of these amendments is expected to be in the period of initial application. So far it has concluded that the adoption of them is unlikely to have a significant impact on the consolidated financial statements.
3. REVENUE AND OTHER INCOME
The Company does not have any turnover during both periods.
An analysis of the Company's other income is as follows:
|
|
01/01/2016 to 30/06/2016 |
22/05/2015 to 30/06/2015 |
|
|
£ |
£ |
|
|
(unaudited) |
(unaudited) |
|
|
|
|
Bank interest income |
|
33 |
- |
Exchange gains, net |
|
|
|
|
|
|
|
|
|
|
|
4. LOSS BEFORE TAX
|
|
01/01/2016 to 30/06/2016 |
22/05/2015 to 30/06/2015 |
|
|
£ |
£ |
|
|
(unaudited) |
(unaudited) |
Loss before tax has been arrived at after charging: |
|
|
|
|
|
|
|
(a) Staff costs, including directors' remuneration |
|
|
|
Salaries and other benefits |
|
|
|
|
|
|
|
(b) Other items |
|
|
|
Directors' remuneration |
|
|
|
|
|
|
|
5. EMPLOYEES
|
|
01/01/2016 to 30/06/2016 |
22/05/2015 to 30/06/2015 |
|
|
(unaudited) |
(unaudited) |
|
|
|
|
The average number of employees during the period was made up as follows: |
|
|
|
|
|
|
|
Directors |
|
|
|
|
|
|
|
Staff |
|
|
|
|
|
|
|
6. INCOME TAX EXPENSE
The Company is incorporated in the Cayman Islands. All costs have been incurred by this Company and, as such, the loss incurred for the six months ended 30 June 2016 is subject to Cayman Islands taxation legislation. The prevailing taxation rate is zero %.
7. LOSS PER SHARE
The loss per ordinary share calculation has been based on the loss attributable to ordinary shareholders of £85,844 divided by 30,000,000 being the weighted average number of ordinary shares in issue during the period. The basic and the diluted loss per ordinary share are the same. There are no discontinued operations in either period and, therefore, the basic and the diluted loss per ordinary share from continuing operations are the same as the basic and the diluted loss per share.
8. AMOUNT DUE TO A DIRECTOR
The amount is unsecured, interest-free and has no fixed terms of repayment.
9. SHARE CAPITAL
Allotted, called up and fully paid (Ordinary shares of £0.0001 each).
|
|
Number of shares |
Share capital |
Share premium |
|
Notes |
|
£ |
£ |
|
|
|
|
|
On incorporation |
(a) |
1 |
7 |
- |
|
|
|
|
|
Issue of shares - May 22 2015 |
(b) |
999 |
6,521 |
- |
|
|
|
|
|
Redenomination and subdivision shares - October 16 2015 |
(c) |
65,599,000 |
- |
- |
|
|
|
|
|
Forfeiture of shares - October 16 2015 |
(d) |
(65,534,400) |
(6,521) |
- |
|
|
|
|
|
Issue of shares - October 16 2015 |
(e) |
22,434,400 |
2,243 |
- |
|
|
|
|
|
Issue of shares - November 17 2015 |
(f) |
7,500,000 |
750 |
749,250 |
|
|
|
|
|
Share issue costs |
|
|
|
|
|
|
|
|
|
As at 31 December 2015 (audited) and at 30 June 2016 (unaudited) |
|
|
|
|
9. SHARE CAPITAL (Continued)
Notes:
(a) On the incorporation date, the Company has an authorized share capital of US$1,000,000 divided into 100,000 ordinary shares of par value US$10 each and issued 1 ordinary share at par value of US$10 which is fully paid up.
(b) On 22 May 2015, the Company has issued 999 ordinary shares at par value of US$10 which are not fully paid up.
(c) Pursuant to an ordinary resolution of the Company held on 16 October 2015, the authorized and issued share capital of the Company has been re-denominated (using an effective currency conversion rate of US$1: GBP0.656), and on the same day subdivided each issued and unissued ordinary share of £6.56 into an ordinary share of £0.0001.
(d) Immediately following the redenomination and subdivision of ordinary shares, the Company and its existing shareholders agreed to be forfeiture of all of the unpaid shares totaling 65,534,400 of the 65,600,000 ordinary shares in issue and the Company agreed to waive any right to call for the unpaid share capital to be paid up.
(e) On 16 October 2015, the Company has issued 22,434,400 ordinary shares at par value of £0.0001 which are fully paid up.
(f) On 17 November 2015, the Company's shares had been admitted to trading on Main Market of the London Stock Exchange. The Company has further issued 7,500,000 ordinary shares of par value £0.0001 each at £0.10 per share from the public placement. The total issued ordinary shares of the Company were 30,000,000.
10. RELATED PARTY TRANSACTIONS
(a) Compensation of key management personnel
The remuneration of members of key management non-director personnel during the period was as follows:
|
|
01/01/2016 to 30/06/2016 |
22/05/2015 to 30/06/2015 |
|
|
£ |
£ |
|
|
(unaudited) |
(unaudited) |
|
|
|
|
Short-term benefits |
|
|
|
(b) Apart from the balances with related parties at the end of the reporting period disclosed elsewhere in the financial statements, the Company had not entered into any other significant related party transactions for the period.
