Annual General Meeting Update
02/02/2023 07:00
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RNS Number : 6615O Cellular Goods PLC 02 February 2023
Press release
2 February 2023
Cellular Goods PLC
('Cellular Goods' or 'the Company')
Annual General Meeting Update
Following the release of the Notice of AGM on 19 January 2023, the Company has
received queries from shareholders in relation to the form of resolutions to
disapply statutory pre-emption rights differing from previous years.
In preparing the resolutions to grant the directors authority to allot shares
and to disapply pre-emption rights, the Company has followed best practice
including the Investment Association's share capital management guidelines
("IA Guidelines") and the Pre-Emption Group's latest statement of principles
("PEG Principles"). The IA Guidelines are available here
(https://www.ivis.co.uk/media/12250/Share-Capital-Management-Guidelines-July-2016.pdf)
, and the PEG Principles, which were revised in November 2022, are available
here
(https://www.frc.org.uk/getattachment/cd763f78-d306-43bf-99f7-7fb282200c4d/PEG_Statement-of-Principles.pdf)
.
These resolutions offer the Company greater flexibility, particularly in
relation to follow-on equity offerings in accordance with the PEG Principles,
while being in accordance with institutional investor guidance. Resolution 8,
which grants the directors authority to allot shares, is compliant with the IA
Guidelines for a routine authority, in that it is for up to two thirds of the
issued share capital, and any amount in excess of one third is on a
pre-emptive basis. Resolutions 9 and 10, which disapply pre-emption rights,
are compliant with the latest PEG Principles and the template resolutions
published by the Pre-Emption Group. These resolutions provide the directors
with a disapplication of pre-emption rights of:
1. Up to 10% of the issued share capital of the Company for general purposes,
together with a further 20% of the relevant offer (e.g. if the full 10% were
to be used, this would equal a further 2%) for a follow on offer;
2. Up to 10% of the issued share capital of the Company for acquisitions,
specified capital investments or refinancing an acquisition or investment,
together with a further 20% of the relevant offer (e.g. if the full 10% were
to be used, this would equal a further 2%) for a follow on offer.
The deadline for voting through CREST or for the return of a proxy by a
certificated shareholder is 16:00 GMT on 9 February 2023. Shareholders holding
through brokers, nominees or platforms (such as Hargreaves Lansdown) may find
the deadline to submit their votes to the broker, nominee or platform is
significantly earlier, and therefore should send their votes to their broker,
nominee or platform as soon as possible.
For further information please contact:
Cellular Goods
Darcy Taylor via Tancredi +44 207 887 7633
Chairman
Neil Thapar +44 787 645 5323
Investor Relations
Tennyson Securities
Corporate Broker & Adviser
Peter Krens +44 207 186 9030
Alan Howard
Novum Securities
Corporate Broker
Colin Rowbury
Jon Belliss +44 207 399 9427
Tancredi Intelligent Communication
Media Relations
Helen Humphrey +44 744 922 6720
Gabriela Amaya Garcia +44 791 503 5294
Charlie Hobbs +44 789 755 7112
cellulargoods@tancredigroup.com (mailto:cellulargoods@tancredigroup.com)
About Cellular Goods PLC:
Cellular Goods is a UK-based wellness company that provides premium products
based on lab-made cannabinoids. It was established in August 2018 to develop
efficacy-led and research-backed cannabinoid-powered wellness products. The
initial focus is on three product verticals: Feel Better, Look Better and
Function Better. These three verticals encompass Cellular Goods' premium CBG
skincare and CBD wellness with the first products launched in December 2021.
The Company's shares are listed on the main market of the London Stock
Exchange. www.cellular-goods.com (http://www.cellular-goods.com)
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