LONDON: Sealand Capital Galaxy Limited (LSE: SCGL) has entered into a conditional agreement to acquire Brilliant Glow Group Co., Limited, a Hong Kong-based consulting firm with operations in Shenzhen, for a total consideration of £6.6 million.
Strategic Expansion into Southeast Asian Markets
The acquisition, announced today, aligns with Sealand’s strategy to broaden its APAC-focused consulting and technology-enabled service capabilities. Brilliant Glow Group (BGG), established in 2020, advises small and medium-sized enterprises across various industries in the Asia-Pacific region, with particular emphasis on Southeast Asian markets, a statement said.
BGG brings a team of approximately 10 professionals based in Shenzhen and Hong Kong, offering expertise across digital and intelligent transformation, technology services, retail solutions, and capital markets consulting.
Deal Structure and Payment Terms
Under the Sale and Purchase Agreement, Sealand has conditionally agreed to acquire 100% of BGG’s issued share capital. A refundable cash deposit of £1.98 million was paid to the seller on March 1, 2026, following a non-binding letter of intent. The remaining balance of £4.62 million is due within one year of completion, with Sealand retaining sole discretion over whether to settle in cash or shares.
Completion remains conditional upon confirmatory due diligence and is expected to occur within 15 business days of satisfying these conditions.
Performance Protection for Shareholders
The agreement includes a performance commitment requiring BGG to achieve either cumulative operating revenue of at least £2.0 million over two years, or full realisation of equity awards in clients’ shares under specified contracts. If neither condition is met, Sealand retains the right to require the seller to repurchase BGG for 110% of the consideration paid.
Current Financial Position
Based on audited financial statements for the year ended December 31, 2025, BGG reported:
– Gross assets: HK$146,758 (approximately £14,000)
– Net assets: HK$66,120 (approximately £6,300)
– Revenue: HK$935,604 (approximately £89,000)
– Profit before tax: HK$129,073 (approximately £12,300)
The Board emphasises that the strategic rationale is based primarily on BGG’s consulting capabilities, client relationships, and existing cross-border consulting contracts—which currently include six agreements covering market entry, commercial strategy, and capital markets advisory—rather than historical earnings alone.
Executive Commentary
Siqi (Daniel) Cao, Chief Executive Officer of Sealand, commented: “The acquisition of BGG strengthens Sealand’s capabilities across digital transformation, technology services, retail solutions and capital markets consulting. BGG brings professional expertise, client relationships and cross-regional resources which we believe will support Sealand’s development in the APAC market.”
“This Acquisition is consistent with our strategy to build a more scalable and diversified business and to pursue technology-enabled and cross-border opportunities capable of delivering long-term value for shareholders,” Cao added.
Integration and Management
Following completion, BGG will become a wholly owned subsidiary, with its team continuing operations under Sealand’s senior management. No BGG shareholders, directors, or employees are expected to join Sealand’s board or senior management team.
The Board has identified key risks including integration challenges, reliance on key personnel and client relationships, execution risks in converting contractual opportunities, and funding availability for deferred consideration. However, the Board considers the acquisition to be in the best interests of Sealand’s shareholders as a whole.
The Company confirms that the acquisition does not require aggregation with any other transactions under UKLR 22.3 classification rules.
