Sealand Capital Galaxy - shares to be issued at triple the market price in £12m deal

Shares in Sealand Capital Galaxy (LSE: SCGL) are at the top of the daily leaderboard after the technology investor announced the conditional acquisition of a 60% controlling interest in Hong Kong based Finely Technology Holdings for £12 million. Hidden away in the detail however is what investors have been focussing on, with shares issued as part consideration for the deal being priced at a 200% premium to last Friday’s close.

About Sealand Capital Galaxy

Sealand focuses on AI and SaaS software tools to support the commercial deployment of digital management solutions, together with computing-power infrastructure and energy technology. It’s aiming to build an integrated platform spanning digitalisation, intelligence, computing support and energy assurance. Operating through a dual Shenzhen-Hong Kong Asia-Pacific hub model, it pursues targeted technology acquisitions, strategic partnerships and selective digital investments with the intention of delivering sustainable long-term shareholder value.

Finely Technology

Finely Technology is a software-driven technology company specialising in enterprise SaaS, cloud-native PaaS platforms, IoT connectivity and intelligent connected solutions. Hong Kong subsidiary, Finely Technology (HK) Limited, has developed an integrated technology platform combining cloud infrastructure, customised software applications, connected hardware and global mobile data connectivity, enabling customers to deploy, manage and scale connected products and data-driven operations across multiple markets.

The technology is said to have been commercialised with customers in the intelligent two-wheeled electric vehicle sector across North America, South America and Southeast Asia, providing an established platform from which to expand into wider enterprise and connected technology markets.

This acquisition is in line with Sealand’s strategy to build a broader technology business focused on AI, enterprise software, SaaS, cloud technologies and digital infrastructure. The Board also sees opportunities to grow Finely beyond its existing customer base and core intelligent mobility market, with the intent being to support the business in expanding into new markets and sectors, while exploring opportunities to introduce additional Sealand technologies and services to FT's existing customers.

As Finely is already making a profit, it is expected to make a positive contribution to the enlarged Sealand Group following completion. Finely significantly expands the size of the business, which in the last financial year (to end-December 2025) posted revenues of £1.54 million and a pre-tax loss of £1.45 million.

Terms & Trading

The deal is still subject to conditions but the parties are looking to complete by the end of September. The £12 million consideration will be satisfied with £6 million in cash, payable in instalments within six months of the date of the agreement. It looks like the firm should have sufficient resources for this, with c.£4.94 million raised at the end of August through the exercise of warrants by nine investors. This added to c.£9 million raised post the December year-end via a share subscription, conversion of convertible loan notes and warrant exercises.

Catching the market’s attention today is that the remaining consideration will be settled via the issue of £6 million worth of new Sealand shares to the selling shareholders. The price for those (500 million) shares is 1.2p each, a significant premium to the current share price of 0.65p and triple Friday’s close price of 0.4p.

Sealand Capital Galaxy 5-year share price chart

Finely’s operating numbers look good too, with the audited accounts showing it having grown net profits from $0.43 million in FY2024 (to end-March) to $0.96 million in FY2025, and then to c.$1.41 million in FY2026 according to unaudited figures. Revenues rose from $3.73 million in 2024 to $6.61 million in 2025. The increased profits were delivered in 2026 despite revenues slipping to $5.32 million.

With the deal implying a £20 million valuation for Finely, Sealand has paid a multiple of around 19 times unaudited 2026 net profits, with the PEG ratio being 0.41.

What’s more, under the agreement current controlling shareholder and CEO, Wei Fengcao, has undertaken that Finely will achieve audited net profit of not less than US$1.6 million for the year ending 31st December 2027. Sealand will be entitled to cash compensation, or to terminate the agreement, if the actual result is less than 80% of that commitment. Wei Fengcao, together with Finely’s core management team, are subject to 36-month retention and non-compete undertakings following completion of the deal. 

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Disclosures

Sealand Capital Galaxy is not a corporate client of Optimo Research Ltd.

Disclaimers

This article, and all articles on the Optimo Research blog, are for information purposes only. Our blog articles do not constitute an investment recommendation or personal advice. Nothing in our blog articles should be construed as an offer or the solicitation of an offer to buy or sell securities by us and, as we have no knowledge of your individual situation and circumstances, you should not make any investment decision without consulting a fully qualified financial adviser. Your capital is at risk by investing in the financial instruments issued by the companies discussed. For full disclosures, disclaimers and risk warnings click here.

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