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Half-year Report

30th Sep 2025 13:30

RNS Number : 4543B
Sealand Capital Galaxy Limited
30 September 2025
 

Sealand Capital Galaxy Limited

("Sealand" or the "Company")

Unaudited Interim Results for the six months ended 30 June 2025

 

Sealand Capital Galaxy Limited (LSE: SCGL) announces that it has published its unaudited interim results for the six months ended 30 June 2025 with respect to the Company and its subsidiaries (the "Group").

 

Elena Law, Executive Chairwoman of the Company commented:

"During the first half of the year, we have remained focused on our strategic priorities of operational efficiency, while continuing to deliver value of our shareholders and high-quality outcomes for our clients and stakeholders.

"Looking ahead to the second half, the Board remains confident in the Company's strategy and prospectus. We are well positioned to build on the progress achieved to date, supported by a robust financial position and a clear commitment to sustainable long-term growth."

 

-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 Advisor)

+44 (0) 203 883 4430

Stockbox Media (PR/IR)

[email protected]

 

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:

 

www.sealandcapitalgalaxy.com

 

MANAGEMENT DISCUSSION AND ANALYSIS

Sealand Capital Galaxy Limited was formed to acquire, develop, operate and grow a portfolio of operating interests in the technology, IT, e-commerce and social media space. The Company's strategy is to identify businesses that are looking to scale products, brands and technology through improvement in their technology infrastructure and access to latest technologies (such as AI), as well as introduction to the global marketplace, in particular the APAC market.

The Company's Shares are currently admitted to listing on the Equity Shares (Transition) category of the Official List and to trading on the London Stock Exchange's Main Market. Today it announces its results for the six months ended 30 June 2025.

Business Review

Since year end, the Company undertook a series of significant operational, financial and strategic developments, positioning it to capitalize on emerging opportunities despite the challenging economic landscape in Hong Kong, characterized by subdued GDP growth, rising unemployment, and persistent pressures in key sectors such as real estate and retail. On 30 December 2024 it constituted a new convertible loan note instrument ("CLN"), with attaching warrants, with the first £400,000 subscribed by investor Cheuk Lun Ng, followed in January 2025 by Ms Elena Law remaining as Executive Chairwoman after Nelson Law's resignation, with the appointment of Dr Thomas Sawyer as Chief Executive Officer.

During the same month the Company completed a £166,500 placing through the issue of 111 million new shares with associated warrants and drew down £400,000 from the new CLN to support working capital and investment activities. Attention is drawn to the Company announcements relating to the same, which contain important details of those financing arrangements. Work is continuing on the production of a prospectus, which will be published as soon as practicable, subject to approval by the FCA, which will allow conversion of the CLN and various warrant instruments referred to above.

Also in January, the Company expanded its investment in EVOO AI by subscribing for a further £200,000 of convertible loan notes, bringing the total subscribed to £300,000 by the end of the month. On 27 January it formalised an agreement with EVOO AI to establish SEA-VOO AI ASIA, a proprietary platform which will provide the Company with exclusive rights to deploy EVOO's AI technology across the APAC region.

Throughout the first half of 2025 the Company advanced its AI and e-commerce integration strategy, extending a £300,000 loan facility to EVOO AI to accelerate platform development and preparing for the targeted launch of SEA-VOO in the fourth quarter of 2025 , while also achieving robust revenue growth driven by a strategic partnership with a prominent rising influencer, valued at approximately GBP 200,000 over a one-year term, which enhanced market exposure and revenue stability. These initiatives coupled with ongoing work on a prospectus for FCA approval to allow conversion of the CLN and warrant instruments, underscore management's commitment to combining established e-commerce operations in Hong Kong with advanced AI-driven tools and innovative business models to enhance customer engagement, expand brand partnerships, and deliver sustainable growth across the APAC market, while leveraging localized strategies and strategic alliances to penetrate the high-growth China market.

 

Financial Review

During the six months ended 30 June 2025, the loss attributable to ordinary shareholders was £361,985 (2024: £163,890), and the revenue for the period was £99,529 (2024: £71,631).

Prospects

Looking ahead to the second half of the fiscal year and beyond, our company is well-positioned to capitalize on emerging opportunities, underpinned by strategic partnerships and a forward-looking approach to innovation. Despite the challenging economic environment in Hong Kong, our proactive initiatives and focus on high-growth sectors, particularly artificial intelligence (AI), provide a strong foundation for sustained revenue growth and market expansion.

Looking toward the second half of 2025, and into 2026, we have a robust pipeline of growth initiatives, including plans to establish three additional joint ventures, all centred on AI-related innovations. These ventures are strategically designed to align with global technological trends and capitalize on the increasing demand for AI-driven solutions across industries. While specific details of these initiatives will be disclosed through formal announcements as they mature, their development underscores our commitment to positioning the company at the forefront of technological advancement and market disruption.

Going Concern

As at 30 June 2025, the Group has cash and cash equivalent balances of £70,474 and net current liabilities and net liabilities of £1,640,223 and £1,614,520 respectively.

Taking into account the net proceeds of the convertible loan notes constituted, or to be constituted, by the CLN created by the Company on 30 December 2024 (as amended on 31 July 2025), the Company and its subsidiary undertakings have sufficient working capital for its present requirements, that is, for at least the next 12 months from the date of this report.

Directors

The following directors served during the six months ended 30 June 2025:

Miss Suet Sum Elena Law (Chair)

Mr Geoffrey John Griggs (Non-executive Director)

I express my sincere gratitude to my colleagues for their unwavering dedication and steadfast commitment to achieving the Group's objectives.

 

 

 

Suet Sum Elena Law

Chair

30 September 2025

 

PRINCIPAL RISKS AND UNCERTAINTIES

Interoperability: Certain internet and technology companies may intentionally or unintentionally affect the Group's operations. The Company and its subsidiaries (the Group) relies on third-party platforms such as Apple, Google and Microsoft for access to mobile operating systems, web browsers and advertising networks. Any changes in these platforms' policies, algorithms or technical structures could materially disrupt the Group's ability to deliver services, reduce visibility and impact revenues.

Cybersecurity: Breach of security measures may result in loss of confidence in the products and services of the Group. The Group is subject to risks including cyber-attacks, IT failures and data breaches. These could compromise confidential information, cause prolonged service outages, attract regulatory penalties and damage the Group's reputation and financial performance.

Innovation & technology change: The Group's success depends on its ability to respond to evolving technologies and customer expectations. If the Group fails to enhance or update its products in line with market demands, it may lose existing customers and struggle to attract new ones, which could adversely impact its business prospects and market valuation.

Competition: The Group operates in a highly competitive sector, with well-established players like Amazon and Alibaba possessing greater technical, financial and marketing resources than the Group. This could impact the Group's ability to attract and retain customers, pressure margins and adversely affect growth and shareholder value.

AI-specific risks: The Group, as a technology and AI operator, faces specific technological & cybersecurity risks. AI systems may produce inaccurate, biased or unethical results due to data limitations or lack of transparency. Use of AI systems could harm the Group's reputation, trigger regulatory scrutiny and result in the loss of users or partners, negatively affecting revenue and investor confidence.

Financing: The Group may be unable to obtain financing to fund the Group's operations in the future, or may not be able to obtain financing on terms acceptable to the Group. The Group may require additional funding to scale operations but may not be able to secure financing on acceptable terms. In such cases, it may face strategic delays, potential restructuring or shareholder dilution, negatively affecting its financial condition and valuation.

Early-stage investees: EVOO AI has, and future investees may have, limited history and operate in new and rapidly evolving industries. Some investee businesses operate in nascent, fast-evolving sectors with limited performance histories. This makes it difficult to assess their future prospects and may expose the Group to heightened risk of underperformance, impairing asset value and reducing potential returns to shareholders.

Intellectual property (IP): IP rights may be infringed or circumvented. Despite relying on contractual protections and legal rights, the intellectual property of the Group and/or its investments (current and future) may be infringed, misappropriated or circumvented. Loss of IP protection or independent development by competitors could result in reduced competitive advantage, lower revenue and diminished market valuation.

Software reliability: Products and services may contain undetected software errors. The Group's complex software products may contain bugs or vulnerabilities not identified prior to release. Discovery of such errors post-launch could harm the Group's reputation, lead to customer attrition, legal liability and a decline in platform partners and revenues.

HR: The Group may be unable to retain or hire the personnel required or to retain or hire the personnel required to support the Group in the future. The Group depends on retaining skilled personnel and may face challenges replacing key team members if they depart. Failure to attract or retain qualified individuals could hinder operations, delay growth initiatives and impact overall business continuity.

Dependence on third-party platforms: The Group relies on major platforms such as Apple and Google. Any changes to their policies or systems could disrupt operations, reduce visibility of services, and negatively impact revenue.

 

 

 

 

Suet Sum Elena Law

Chair

30 September 2025

 

 

 

STATEMENT OF DIRECTORS' RESPONSIBILITY

The Directors confirm that to the best of their knowledge:

a) the condensed set of financial statements, which has been prepared in accordance with IAS 34 "Interim Financial Reporting", gives a true and fair view of the assets, liabilities, financial position and loss of the Group as a whole as required by DTR 4.2.4R subject to the comment on the going concern position of the Group;

b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months of the year and a description of principal risks and uncertainties for the remaining six months of the year); and

c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

 

By order of the Board

 

 

 

 

Suet Sum Elena Law

Chair

30 September 2025

 

 

SEALAND CAPITAL GALAXY LIMITED

UNAUDITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS

FOR THE SIX MONTHS ENDED 30 JUNE 2025

Six months

ended

30 June 2025

 

Six months

ended

30 June 2024

 

Notes

(Unaudited)

£

 

(Unaudited)

£

Revenue

5

99,529

71,631

Cost of services

(52,767)

(35,813)

Gross profit

46,762

35,818

Other income

5

1,786

1,837

Administrative expenses

(361,280)

(199,758)

Finance costs

(49,188)

(71)

Loss before tax

6

(361,920)

(162,174)

Income tax expense

-

-

Loss for the period

(361,920)

(162,174)

Attributable to:

Equity holders of the Company

(361,985)

(163,890)

Non-controlling interests

65

1,716

(361,920)

(162,174)

Loss per share attributable to equity holders of the Company

Pence

Pence

Basic and diluted

8

(*)

(*)

* Less than 0.001 pence

The notes to the financial statements form an integral part of these financial statements.

 

SEALAND CAPITAL GALAXY LIMITED

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2025

Six months

ended

30 June 2025

 

Six months

ended

30 June 2024

 

Notes

(Unaudited)

£

 

(Unaudited)

£

Loss for the period

(361,920)

 

(162,174)

 

 

 

Other comprehensive income/(loss)

 

 

 

Items to be reclassified subsequently to profit or loss:

 

 

 

-Exchange differences on translation of foreign operations

80,506

 

(2,534)

Other comprehensive loss for the period, net of tax

80,506

 

(2,534)

Total comprehensive loss for the period

(281,414)

 

(164,708)

 

 

 

Attributable to:

 

 

 

Owners of the Company

(301,603)

 

(165,765)

Non-controlling interests

20,189

 

1,057

(281,414)

 

(164,708)

 

The notes to the financial statements form an integral part of these financial statements.

 

 

 

 

 

 

 

 

 

 

SEALAND CAPITAL GALAXY LIMITED

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2025

At 30 June 2025

 

At 31 December 2024

 

Notes

(Unaudited)

£

 

(Audited)

£

ASSETS

Non-current assets

Property, plant and equipment

9

25,703

41,940

Current assets

Inventories

10

45,288

20,862

Deposit, prepayment and other receivables

334,910

35,904

Trade receivables

38,945

31,664

Cash and cash equivalents

70,474

18,461

489,617

106,891

Current liabilities

Trade payables

34,038

36,110

Other payables and accrued expenses

806,645

787,511

Amount due to a director

848,010

859,807

Finance lease liabilities

11

26,408

27,949

Convertible loan notes

414,739

-

2,129,840

1,711,377

Net current liabilities

(1,640,223)

(1,604,486)

Total assets less current liabilities

(1,614,520)

(1,562,546)

Non-current liabilities

Finance lease liabilities

11

-

14,560

Net liabilities

(1,614,520)

(1,577,106)

Capital and reserves

Share capital

12

89,790

75,590

Reserves

(1,402,163)

(1,330,360)

Total equity attributable to equity shareholders of the Company

(1,312,373)

(1,254,770)

Non-controlling interests

(302,147)

(322,336)

Total equity

(1,614,520)

(1,577,106)

 

The notes to the financial statements form an integral part of these financial statements

 

SEALAND CAPITAL GALAXY LIMITED

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2025

Attributable to the equity holders of the Company

 

 

Share capital

 

Share premium

 

Share-based payment reserve

 

Warrants reserve

 

Accumulated losses

 

Exchange reserve

 

Total

 

Non-controlling interests

 

Total equity

 

 

£

 

£

 

£

 

£

 

£

 

£

 

£

 

£

 

£

Six months ended 30 June 2025

At 1 January 2025 (Audited)

75,590

6,970,321

-

-

(8,324,429)

23,748

(1,254,770)

(322,336)

(1,577,106)

Loss for the period

-

-

-

-

(361,985)

-

(361,985)

65

(361,920)

Exchange differences arising on translation

-

-

-

-

-

60,382

60,382

20,124

80,506

Total comprehensive (loss)/income

-

-

-

-

(361,985)

60,382

(301,603)

20,189

(281,414)

Issue of ordinary shares and warrants

11,100

57,560

-

97,840

-

-

166,500

-

166,500

Exercise of warrants

3,100

84,467

-

(10,067)

-

-

77,500

-

77,500

At 30 June 2025 (Unaudited)

89,790

7,112,348

-

87,773

(8,686,414)

84,130

(1,312,373)

(302,147)

(1,614,520)

Six months ended 30 June 2024

At 1 January 2024 (Audited)

71,581

6,917,830

357,417

-

(8,328,881)

35,266

(946,787)

(321,286)

(1,268,073)

Loss for the period

-

-

-

-

(163,890)

-

(163,890)

1,716

(162,174)

Exchange differences arising on translation

-

-

-

-

-

(1,875)

(1,875)

(659)

(2,534)

Total comprehensive (loss)/income

-

-

-

-

(163,890)

(1,875)

(165,765)

1,057

(164,708)

Issue of ordinary shares

909

4,091

-

-

-

-

5,000

-

5,000

At 30 June 2025 (Unaudited)

72,490

6,921,921

357,417

-

(8,492,771)

33,391

(1,107,552)

(320,229)

(1,427,781)

The notes to the financial statements form an integral part of these financial statements.

SEALAND CAPITAL GALAXY LIMITED

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2025

 

Six months ended 30 June 2025

(Unaudited)

£

 

Six months ended 30 June 2024

(Unaudited)

£

CASH FLOWS FROM OPERATING ACTIVITIES

Loss before tax

(361,920)

(162,174)

Adjustments for:

Depreciation

13,519

14,252

Exchange difference

45,099

(1,488)

Interest expenses

49,188

71

Bank interest income

(6)

(15)

Operating cash flows before movements in working capital

(254,120)

(149,354)

(Increase)/decrease in inventories

(24,426)

5,226

Increase in prepayments and other receivables

(299,006)

(5,718)

(Increase)/decrease in trade receivables

(7,281)

365

(Decrease)/increase in amount due to a director

(11,797)

96,934

(Decrease)/increase in trade payables

(2,072)

2,195

Increase in other payables and accrued expenses

19,134

59,957

Net cash (used in)/generated from operations

(579,568)

9,605

Payment of interest portion of lease liabilities

(913)

(71)

Net cash (used in)/generated from operating activities

(580,481)

9,534

CASH FLOWS FROM INVESTING ACTIVITIES

Interest income received

6

15

Net cash generated from investing activities

6

15

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of ordinary shares and warrants

166,500

5,000

Proceeds from exercise of warrants

77,500

-

Proceeds from issuance of convertible loan note

366,464

-

Payment of principal portion of lease liabilities

(13,329)

(14,503)

Net cash generated from/(used in) financing activities

597,135

(9,503)

Net increase in cash and cash equivalents

16,660

46

Foreign exchange realignment

35,353

(1,049)

Cash and cash equivalents at 1 January

18,461

9,111

Cash and cash equivalents at 30 June

70,474

8,108

 

The notes to the financial statements form an integral part of these financial statements.

SEALAND CAPITAL GALAXY LIMITED

NOTES TO UNAUDITED INTERIM RESULTS

FOR THE SIX MONTHS ENDED 30 JUNE 2025

 

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 of the Cayman Islands. The registered office of the Company is Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1-1107, Cayman Islands. These unaudited consolidated interim financial statements comprise the Company and its subsidiaries (together referred to as the "Group").

The Company's nature of operations is to act as a special purpose acquisition company.

The Group engaged in digital marketing and other IT and e-Commerce related businesses.

 

2. BASIS OF PREPARATION

 

 

The unaudited consolidated interim financial statements for the six months ended 30 June 2025 have been prepared in accordance with the International Accounting Standard ("IAS") No. 34 "Interim Financial Reporting" issued by the International Accounting Standards Board ("IASB"). These unaudited consolidated interim financial statements were not reviewed or audited by our auditor.

The consolidated interim financial information has been prepared in accordance with the same accounting policies adopted in the 2024 annual financial statements extracted, except for the accounting policy changes that are expected to be reflected in the 2025 annual financial statements.

The preparation of the interim financial information in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.

This consolidated interim financial information contains consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2022 annual financial statements. The consolidated interim financial statements and notes thereon do not include all of the information required for a full set of financial statements prepared in accordance with International Financial Reporting Standards ("IFRSs").

 

 

 

3. GOING CONCERN

 

 

The directors' cash projections for the forthcoming 12 months conclude that there will be a need for additional cash resources to fully implement the business plans. The directors are in discussion with a number of individuals that may lead to further equity and/or loans being raised. There is no certainty that any such funds will be forthcoming or the price and other terms will be acceptable.

 

4. SEGMENT INFORMATION

 

 

The Chief Operating Decision Maker ("CODM") has been identified as the executive director of the Company who reviews the Group's internal reporting in order to assess performance and allocate resources. The CODM has determined the operating segments based on these reports.

For management purposes, the Group is organised into business units based on their products and services and has reportable operating segments as follows:

(a) The digital marketing and payment segment includes services on enlisting merchants to mobile payment gateways and providing digital advertising services; and

 

(b) The e-commerce segment includes sales of goods through internet and provision for consultancy services related to e-commerce.

Digital marketing and payment

 

E-Commerce

 

Unallocated

 

Total

 

£

£

£

£

 

 

Six months ended 30 June 2025 (Unaudited)

 

 

Revenue

 

-

 

99,529

 

-

 

99,529

 

 

Segment (loss)/profit

 

(278)

 

23,133

 

(384,775)

 

(361,920)

 

 

Assets

 

11

 

98,394

 

416,915

 

515,320

 

 

Liabilities

 

6,375

 

84,897

 

2,038,568

 

2,129,840

 

 

Six months ended 30 June 2024 (Unaudited)

 

 

Revenue

 

-

 

71,631

 

-

 

71,631

 

 

Segment loss

 

(206)

 

(7,662)

 

(154,306)

 

(162,174)

 

 

Assets

 

51

 

94,612

 

43,762

 

138,425

 

 

Liabilities

 

6,474

 

72,022

 

1,487,710

 

1,566,206

 

 

 

 

5. REVENUE AND OTHER INCOME

Six months ended 30 June 2025

(Unaudited)

Six months ended 30 June 2024

(Unaudited)

£

£

REVENUE

Commission income

311

437

Sales of goods

99,218

71,194

99,529

71,631

OTHER INCOME

Bank interest income

6

15

Others

1,780

1,822

1,786

1,837

 

 

6. LOSS BEFORE TAX

Six months ended 30 June 2025

(Unaudited)

Six months ended 30 June 2024

(Unaudited)

£

£

Loss before tax has been arrived at after charging:

Depreciation - Owned assets and right of use assets

13,519

14,252

 

 

 

7. EMPLOYEES

The average number of employees during the period was made up as follows:

Six months ended 30 June 2025

(Unaudited)

Six months ended 30 June 2024

(Unaudited)

£

£

Directors

2

2

Staff

3

3

Directors' remuneration (£)

15,000

99,000

 

 

 

8. BASIC AND DILUTED LOSS PER SHARE

The calculation of basic loss per share is based on the loss for the year attributable to owners of the Company of £361,985 (2024: £163,890) and the weighted average number of 867,381,127 ordinary shares (2024: 715,815,080) in issue during the six months ended 30 June 2025.

The computation of diluted loss per share for the six months ended 2025 is the same as the basic loss per shares as the impact of the convertible loan notes outstanding had an anti-dilutive effect.

Diluted loss per share was the same as basic loss per share as no potential dilutive ordinary shares were outstanding for both the six months ended 30 June 2024.

 

9. PROPERTY, PLANT AND EQUIPMENT

 

Right of use assets

 

£

At 1 January 2025 (Audited)

41,940

Depreciation for the period

(13,519)

Exchange differences

(2,718)

At 30 June 2025 (Unaudited)

25,703

 

 

 

 

10. INVENTORIES

 

At 30

June 2025

£

At 31 December 2024

£

(Unaudited)

(Audited)

At 30 June 2025 (Unaudited)

45,288

20,862

 

 

 

11. LEASE LIABILITIES

The total minimum lease liabilities under finance leases and their present values at the reporting date are as follows:

 

At 30

June 2025

£

At 31 December 2024

£

(Unaudited)

(Audited)

Current portion:

Gross finance lease liabilities

27,077

29,454

Finance expense not recognised

(669)

(1,505)

26,408

27,949

Non -current portion:

Gross finance lease liabilities

-

14,727

Finance expense not recognised

-

(167)

-

14,560

Total

26,408

42,509

The net finance lease liabilities are analysed as follows:

- Not later than 1 year

26,408

27,949

- Later than 1 year but not more than 5 years

-

14,560

Net finance lease liabilities

26,408

42,509

 

 

 

 

12. SHARE CAPITAL

 

Number

 

£

 

 

Ordinary shares issued and fully paid

At 1 January 2025 (Audited)

755,905,989

75,590

Issue of share

111,000,000

11,100

Exercise of warrants

31,000,000

3,100

At 30 June 2025 (Unaudited)

897,905,989

89,790

 

 

 

 

13. RELATED PARTY TRANSACTIONS

 

 

(a) Details of the compensation of key management personnel are disclosed in Note 7 to the unaudited interim results.

 

(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 significant related party transactions for the six months ended 30 June 2025.

 

 

 

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END
 
 
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