The information contained within
this announcement is deemed by the Company to constitute inside
information stipulated under the Market Abuse Regulation (EU) No.
596/2014, as retained as part of the law of England and Wales. Upon
the publication of this announcement via the Regulatory Information
Service, this inside information is now considered to be in the
public domain.
17 February 2025
Cel AI
PLC
("Cel AI" or
"the Company")
Changes in Board
Composition
Grant of
Warrants
Cel AI (LSE: CLAI), a UK-based
company that uses artificial intelligence (AI) to deliver the future of
personalised beauty with tailored beauty advice and product
recommendations, announces that Michael Edwards has resigned as
Executive Chairman with immediate effect.
The Board would like to take this
opportunity to thank Mr. Edwards for his contribution to the
Company and wish them well for the future.
Furthermore, the Company is pleased
to announce that Olivia Edwards has been appointed as Executive
Chairperson. The appointment will take effect
immediately.
Olivia Edwards brings 5 years of
operational expertise to Cel AI's board, including corporate
secretary duties and facilitating strategic financing across
industries such as web3, gaming, AI and carbon capture. She has
navigated reporting requirements in both Canada and the UK, helping
guide companies through the public listing process and securing key
investment. Olivia currently serves as a director of a Capital Pool
Company (CPC) in Canada, bringing extensive experience with the
regulatory landscape for public entities. She holds a Master of
Management and has completed the Canadian Securities Course,
strengthening her financial background.
|
Current directorships and/or
partnerships:
|
Former directorships and/or
partnerships (within the last five years):
|
|
- Kua
Investments Inc (Toronto Stock Exchange listed company)
- Pioneer
Media Holdings Inc (NEO Exchange listed company)
|
- Challenger
X Plc (Aquis Stock Exchange listed company)
|
Were UKLR 6.4.8 to apply to the
Company, there would be no further information to
disclose.
Issue of
Warrants
The Company also announces that it
has granted a total of 23,000,000 warrants to subscribe for new
ordinary shares of £0.001 each ("Warrants") to certain service providers
and directors. The Warrants are exercisable at £0.0025 per ordinary
share.
One third of the warrants will vest
on 15 February 2025 with the remaining two thirds vesting in 24
equal monthly instalments thereafter. The Warrants have an exercise
period of 5 years from the date of grant.
Following the issue of the Warrants,
the Company has a total of 60,460,000 warrants in
issue.
The directors of the Company have
been granted, in aggregate, 18,000,000 Warrants as set out
below.
|
Director
|
Number of Warrants being issued
|
Total number of Warrants held including this
issue
|
|
Olivia Edwards
|
10,000,000
|
10,000,000
|
|
Dark Peak Services Ltd
(company controlled by Nick Lyth)
|
5,000,000
|
5,000,000
|
|
Fidelio Partners Pte Ltd (company controlled by Mathew
Lodge)
|
2,000,000
|
7,000,000
|
|
Misha Sher
|
1,000,000
|
3,000,000
|
For further information please
contact:
|
Cel
AI
|
|
|
Director
Olivia Edwards
|
via
FSCF
|
|
First Sentinel Corporate Finance (FSCF)
|
|
|
Corporate Broker
Brian Stockbridge
|
+44
7858 888 007
|
About Cel AI PLC:
Cel AI offers an AI-driven skincare
analysis tool that provides customers with personalised skincare
recommendations based on their individual skin type and concerns.
The tool utilises AI algorithms to analyse customer-provided
information and offer tailored product recommendations from a range
of skincare brands. Additionally, it develops and markets premium
quality skincare and wellness products based on proprietary
formulations incorporating lab-made cannabinoids. The Company
is incorporated in the UK and listed on the Main Market of the
London Stock Exchange. For more information, visit
www.getcel.ai.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Olivia Edwards
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
Director
|
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Cel AI plc
|
|
b)
|
LEI
|
213800IXPX4Z2MKX2U28
|
|
4.
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
|
a)
|
Description of the Financial
instrument, type of instrument
|
Ordinary Shares of £0.001
each
|
|
|
Identification Code
|
GB00BK964W87
|
|
b)
|
Nature of the transaction
|
Grant of warrants at nil
consideration over ordinary shares (exercise price of
£0.0025)
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.0025
|
10,000,000
Ordinary Shares
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
As per 4. c)
|
|
e)
|
Date of the transaction
|
15 February 2025
|
|
f)
|
Place of the Transaction
|
Off Market
|
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Dark Peak Services Ltd (company
controlled by Nicholas Lyth)
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
Director
|
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Cel AI plc
|
|
b)
|
LEI
|
213800IXPX4Z2MKX2U28
|
|
4.
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
|
a)
|
Description of the Financial
instrument, type of instrument
|
Ordinary Shares of £0.001
each
|
|
|
Identification Code
|
GB00BK964W87
|
|
b)
|
Nature of the transaction
|
Grant of warrants at nil
consideration over ordinary shares (exercise price of
£0.0025)
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.0025
|
5,000,000
Ordinary Shares
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
As per 4. c)
|
|
e)
|
Date of the transaction
|
15 February 2025
|
|
f)
|
Place of the Transaction
|
Off Market
|
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Fidelio Partners Pte Lte (company
controlled by Mathew Lodge)
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
Director
|
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Cel AI plc
|
|
b)
|
LEI
|
213800IXPX4Z2MKX2U28
|
|
4.
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
|
a)
|
Description of the Financial
instrument, type of instrument
|
Ordinary Shares of £0.001
each
|
|
|
Identification Code
|
GB00BK964W87
|
|
b)
|
Nature of the transaction
|
Grant of warrants at nil
consideration over ordinary shares (exercise price of
£0.0025)
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.0025
|
2,000,000
Ordinary Shares
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
As Per 4. c)
|
|
e)
|
Date of the transaction
|
15 February 2025
|
|
f)
|
Place of the Transaction
|
Off Market
|
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Misha Sher
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
Director
|
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Cel AI plc
|
|
b)
|
LEI
|
213800IXPX4Z2MKX2U28
|
|
4.
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
|
a)
|
Description of the Financial
instrument, type of instrument
|
Ordinary Shares of £0.001
each
|
|
|
Identification Code
|
GB00BK964W87
|
|
b)
|
Nature of the transaction
|
Grant of warrants at nil
consideration over ordinary shares (exercise price of
£0.0025)
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£0.0025
|
1,000,000
Ordinary Shares
|
|
|
d)
|
Aggregated information:
· Aggregated volume
· Price
|
As per 4. c)
|
|
e)
|
Date of the transaction
|
15 February 2025
|
|
f)
|
Place of the Transaction
|
Off Market
|
