Acquisition Completion
09/05/2023 07:00
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RNS Number : 7177Y Cellular Goods PLC 09 May 2023
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.
9 May 2023
Cellular Goods PLC
("Cellular Goods" or "the Company")
Acquisition Completion, Grant of Warrants, Voting Rights and Appointment of
Director
Cellular Goods (LSE: CBX), a UK-based skin care and wellness company providing
premium consumer products formulated with biosynthetic and lab-produced
cannabinoids, is pleased to announce the completion of its acquisition of the
entire issued share capital of King Tide Carbon PTE. LTD ("King Tide"), which
is to be satisfied by the issue of 95,000,000 new ordinary shares of £0.001
each in the Company ("Consideration Shares") to the sole shareholder of King
Tide, Matthew Lodge (the "Acquisition").
Following completion of the Acquisition, Matthew Lodge was appointed as a
non-executive director of the Company, remains part of founding team of King
Tide and was granted a warrant over 5,000,000 new ordinary shares of £0.001
each in the Company ("Ordinary Shares") at an exercise price of 0.97 pence per
Ordinary Share. One third of the warrants vest on 5(th) May 2024, with the
remaining two thirds vesting in 24 equal monthly instalments thereafter.
Furthermore, the Consideration Shares will be subject to a lock-in agreement
as follows: for the period ending on 5(th) November 2023 in respect of 100 per
cent. of the Consideration Shares; and following that and until 5(th) May 2024
in respect of the 50 per cent. of the Consideration Shares.
The SPA (Share Purchase Agreement) also contains the customary warranties,
covenants, undertakings and conditions attached to a transaction of this
nature.
The acquisition has no revenue currently but is forecast to generate revenue
by the end of the year.
About King Tide
King Tide is a Singapore-incorporated biosynthetic algae and seaweed carbon
sequestration-as-a-service company with a clear mission to deliver
sustainable, scalable, and high-quality carbon removal credits that ensure a
reliable supply to support global and national commitments to achieving
net-zero carbon emissions by 2050.
Using algal biotechnology and biomaterials, King Tide is advancing an
integrated, multi-pathway carbon removal system that should capture excess
carbon from the fast cycle in the upper ocean and securely store it in the
slow carbon cycle for the long term. The Directors believe that this is an
innovative system not only combating ocean acidification and warming, but it
also promoting sustainable growth and economic development while protecting
the environment. https://www.kingtidecarbon.com
(https://www.kingtidecarbon.com)
King Tide Team
King Tide, is a company founded by seasoned entrepreneur, investor, and
advisor Matthew Lodge. Lodge has 25 years of industry experience, including
15 years of successful business development and market entry advisory work in
Southeast Asia. Lodge has also enlisted the expertise of strategic advisors
Derrick Dao, Dr. Hector Siegler, and Biswa Patra. Derrick Dao is a passionate
entrepreneur with extensive experience in the carbon markets, particularly in
the area of biomass carbon removal and storage space solutions (BiCRS). Dr.
Hector Siegler is an award-winning Associate Professor at the University of
Calgary, specialising in biotechnology and biomaterials research. Meanwhile,
Biswa Patra is a researcher at the University of Saskatchewan, focusing on the
development of biomaterials such as biofuels and biochar.
Matthew Lodge, Founder of King Tide Carbon, said: "We are thrilled about this
acquisition that brings together the efficient growth and carbon-capturing
potential of algae with the biosynthetic capabilities of Cellular Goods.
Through this partnership, we intend to introduce a ground-breaking carbon
removal solution that is both scalable and of top-notch quality, contributing
to our shared goal of addressing the pressing challenge of our time - climate
change."
Darcy Taylor, Chairman and Interim CEO of Cellular Goods, said: "We are
pleased to announce the successful acquisition of King Tide and its team of
Matthew Lodge and strategic advisors. We believe that this highly skilled and
knowledgeable team should make a valuable contribution to drive the business
division forward. Their extensive expertise in their domain provides us with
confidence that they will bring invaluable insights and innovative strategies
to help Cellular Goods achieve our objective of increasing shareholder value."
Strategic Rationale
Cellular Goods has a strong foundation in sustainable biosynthetic production
of science-backed products, which initially commenced with cannabinoids. As
the Company continues to harness the untapped potential of biosynthetics and
sustainable production methods, it has widened its scope to explore
opportunities for producing numerous compounds at a commercial scale across
multiple sectors. This diversification of its portfolio is aimed at generating
long-term shareholder value while still realising latent growth in the
cannabinoid sector. The acquisition of King Tide, with its deep industry
expertise, is a perfect fit for this strategic direction, and together, the
companies are committed to seizing the opportunities that lie ahead.
Consideration Shares Issue
Application will be made to the Financial Conduct Authority ("FCA") for
admission of the Consideration Shares to the standard listing segment of the
Official List and to the London Stock Exchange (the "LSE") for admission to
trading of the Consideration Shares on the LSE's Main Market for listed
securities (together "Admission"). It is expected that Admission will take
place at 8.00 a.m. on 11(th) of May 2023 and that dealings in the
Consideration Shares on the LSE's main market for listed securities will
commence at the same time.
In accordance with the FCA Disclosure Guidance and Transparency Rules ("DTR"),
subsequent to the Consideration Shares Issue, the Company's issued share
capital consists of 602,250,000 ordinary shares. There are no ordinary shares
held in treasury. Therefore, the total number of voting rights in the Company
is 602,250,000.
This figure, 602,250,000, may be used by shareholders as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the Company under the
DTR.
Corporate Broker
Cellular Goods has appointed First Sentinel Corporate Finance Limited as
corporate broker to the Company.
Appointment of Director
The Company also announces that Matthew Lodge has been appointed as a director
of the Company, effective immediately. Matthew Lodge has 25 years' experience
as an entrepreneur, investor & advisor, including 15 years in Southeast
Asia.
Mr. Lodge has never:
(1) had directorships in any other publicly quoted company at any time in the
previous five years; or
(2) had any unspent convictions in relation to indictable offences; or
(3) been a director of any company or partnership which, while as a director
with an executive function or partner at the time of or within the 12 months
preceding such events, been declared bankrupt, went into receivership,
liquidation, administration or voluntary arrangements; or
(4) been subject to any official public incrimination and/or sanctions by
statutory or regulatory authorities (including designated professional
bodies); or been disqualified by a court from acting as a director of a
company or from acting in the management or conduct of affairs of any company.
The Prospectus and further information on the Company can be found on Cellular
Goods' website at: https://cellular-goods.com (https://cellular-goods.com)
For further information please contact:
Cellular Goods
Darcy Taylor via Tancredi +44 207 887 7633
Chairman and interim CEO
Neil Thapar +44 787 645 5323
Investor Relations
First Sentinel Corporate Finance
Corporate Broker & Advisor
Brian Stockbridge +44 7876 888 011
Novum Securities
Corporate Broker
Colin Rowbury
Jon Belliss +44 207 399 9427
Tancredi Intelligent Communication
Media Relations
Helen Humphrey +44 744 922 6720
Charlie Hobbs +44 789 755 7112
cellulargoods@tancredigroup.com (mailto:cellulargoods@tancredigroup.com)
About Cellular Goods PLC:
Cellular Goods develops and markets premium quality skincare and wellness
products based on proprietary formulations incorporating biosynthetic lab-made
cannabinoids. Our branded products are efficacy-led and research-backed and
available online in the UK and US. The Company is incorporated in the UK and
listed on the Main Market of the London Stock Exchange. For more information,
visit www.cellular-goods.com (http://www.cellular-goods.com) .
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 Matthew Lodge
2. Reason for the Notification
a) Position/status Non-executive director
b) Initial notification / Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Cellular Goods 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
ISIN ISIN: GB00BK964W87
b) Nature of the transaction Grant of warrants over 5,000,000 ordinary shares
c) Price(s) and volume(s) Price(s) Volume(s)
Exercise price of 0.97 pence per Ordinary Share 5,000,000
Ordinary Shares
d) Aggregated information:
· Aggregated volume 5,000,000 Ordinary Shares
· Price Exercise price of 0.97 pence per Ordinary Share
e) Date of the transaction 5(th) May 2023
f) Place of the Transaction Outside a trading venue
d)
Aggregated information:
· Aggregated volume
· Price
5,000,000 Ordinary Shares
Exercise price of 0.97 pence per Ordinary Share
e)
Date of the transaction
5(th) May 2023
f)
Place of the Transaction
Outside a trading venue
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