This announcement contains inside information. Not for release, publication or distribution, directly or indirectly, in whole or in part in or into the United States or any jurisdiction other than the United Kingdom and the Cayman Islands where to do so would constitute a contravention of the relevant laws or regulations of such jurisdiction. This announcement (and the information contained herein) does not contain or constitute an offer to sell or the solicitation of an offer to purchase, nor shall there be any sale of securities in any jurisdiction where such offer, solicitation or sale would constitute a contravention of the relevant laws or regulations of such jurisdiction.
26 July 2017
SEALAND CAPITAL GALAXY LIMITED (LSE: SCGL)
("Sealand", "SCGL" or "the Company")
Memorandum of Understanding for the sale and purchase
of not less than 51% of the issued share capital of
Guangzhou Ruiyou Information Technologies Co., Ltd ("Rightyoo")
The board of directors of the Company is pleased to announce that on 26 July 2017, the Company, as a potential purchaser, entered into a non-legally binding memorandum of understanding (the "MOU") with certain majority shareholders for the acquisition of not les than 51% of of Rightyoo (the "Proposed Acquisition")
The MOU isintended to record the preliminary mutual understanding between the parties and to serve as a platform for further negotiations in connection with the Proposed Acquisition. As at the date of this announcement no binding agreement has been reached in connection with the Proposed Acquisition.
Rightyoo, is a PRC-incorporated mobile games developer and distributor which has been active since 2015. It primarily develops apps for the personalisation of user desktop and mobile devices, as well as being a distributor and publisher of over 20 mobile gaming apps for third party developers including Huawei Technologies Co. Ltd ("Huawei").
Key points of the MOU:
· Proposed acquisition of not less than 51% of issued share capital of "Rightyoo.
· A cooperation agreement was entered between Rightyoo and Huawei in 2015 ("Co-operation Agreement") and will remain valid and continue beyond the completion of this Proposed Acquisition.
· Under the terms of the Co-operation Agreement, Rightyoo will list its mobile gaming contents on Huawei's international platform "inTouch", with a view to distributing Rightyoo's content globally through Huawei's established oversea channels.
· inTouch operates in eight regional centers with over 70 carriers. Its global distribution network covers over 30 countries in Latin America, Africa, Southeast Asia and the Middle East.
· Supported by the strong global presence of inTouch, Rightyoo is strategically positioned to introduce its products through a well-established and far reaching distribution network.
· In addition to being able to leverage on inTouch's global distribution network, Rightyoo also has engaged in strategic partnerships with over 60 content providers and 16 distributors.
· In view of Rightyoo's extensive geographical reach and diversified strategic partnerships, the Proposed Acquisition is expected to expand the Company's market presence and enhance its overall competitiveness in the social media sector, bringing with it strong growth potential and momentum.
· The Proposed Acquisition is subject to the approval and authorization of relevant PRC authorities, including Ministry of Commerce of the PRC (MOFCOM).
Huawei is one of the world's leading information and communications technology groups, which reported revenues of US$75.1 billion in 2016. The company operates in over 170 countries, serving over one-third of the world's population, providing a vast range of computing and mobile devices, and associated services.
Nelson Law, Chairman and CFO of Sealand, commented: "Our strategy is to grow through acquisition and organically, within the social media and mobile industries. This potential deal represents an excellent opportunity for us to build upon an instantly recognisable brand across APAC and beyond, which we believe will steer an increase in traffic to our social networking platforms, Metalk and SecureChannel.
"We continue to look for new investments and acquisitions with high growth potential and, within the next three years, we hope to have a portfolio of businesses that are individually profitable and when combined, may yield exponential growth results through the synergies of business."
General notice
As at the date of this announcement, the terms and conditions of the Proposed Acquisition are still being negotiated and no legally binding agreement has been entered into. Shareholders and potential investors in the Company should note that the MOU may or may not lead to the entering into of a definitive agreement and transactions contemplated thereunder may or may not be consummated. The Company wishes to emphasise that a non-legally binding agreement in relation to the Proposed Acquisition has been entered into by the Company as at the date of this announcement. As the Proposed Acquisition may or may not proceed, shareholders and investors are reminded to exercise caution when dealing in the shares of the Company.
-ends-
Enquiries:
Sealand Capital Galaxy
Nicholas Lyth, Non-Executive Director 07769 906 686
Leander (Financial PR)
Christian Taylor-Wilkinson 07795 168 157
Notes to Editors:
· Sealand Capital Galaxy Limited (LSE: SCGL) is engaged in the investment and acquisition of IT and social media businesses in the APAC region with high growth potential.
· Further information on Sealand is available on its website http://www.scg-ltd.com/
Disclaimer
This announcement contains certain forward-looking statements. These statements are made by the Company's directors in good faith based on the information available to them up to the time of their approval of this announcement but such statements should be treated with caution due to inherent uncertainties, including both economic and business factors, underlying such forward-looking information. This announcement has been prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed. This announcement should not be relied on by any other party or for any other purpose.
