Cel AI Completes Fundraise of £500,000
23/05/2025 18:01
RNS Number : 2428K
Cel AI PLC
27 May 2025
The following amendments have been made to the 'Cel AI Completes Fundraise of £500,000' announcement released on 23 May 2025 at 18:01:17 under RNS No 0656K.
Application will be made to the Financial Conduct Authority ("FCA") for admission of the New Shares to the Equity shares (transition) category of the Official List.
Following Admission, the Company confirms that its total issued share capital will consist of 824,472,221 Ordinary Shares.
All other details remain unchanged.
The full amended text is shown below.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE SECURITIES MAY BE LAWFULLY MARKETED) OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.
This announcement is not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire securities. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
23 May 2025
Cel AI PLC
("Cel AI" or the "Company")
Cel AI Completes Fundraise of £500,000 and Launches Bitcoin Treasury Reserve Strategy
Cel AI Plc (LSE: CEL) announces it has raised gross proceeds of £500,000 (before expenses) by way of a placing (the "Placing") for a total of 111,111,111 of new ordinary shares ("Placing Shares") with institutional and accredited investors by CMC Markets UK Plc and a direct subscription by two of the Company's directors, Nickolas Lyth and Matthew Lodge, of 111,111,110 new ordinary shares (the "Subscription Shares" and together with Placing Shares, the "New Shares"), of 0.1p each in the share capital of the Company ("Ordinary Shares") in each case at an issue price of 0.225p per Ordinary Share, being the 22 May 2025 closing price (the "Issue Price").
The Placing Shares, when issued and fully paid, will rank pari passu in all respects with the existing Ordinary Shares in issue and therefore will rank equally for all dividends or other distributions declared, made or paid after the issue of the Placing Shares.
Use of Proceeds
Net proceeds will be used to fund ongoing operations and initiate the Company's newly approved Bitcoin ("BTC") Treasury Reserve Strategy, aligning Cel AI with the growing cohort of public companies integrating digital assets into corporate treasury management.
The Board notes that a growing number of publicly listed companies-including MicroStrategy, Tesla and Block-have successfully integrated Bitcoin into their treasury policies as a long-term store of value and inflation hedge. By adopting a similar approach, Cel AI aims to diversify its balance sheet and enhance capital-allocation flexibility.
UK-listed Smarter Web Company plc has incorporated a Digital Asset Treasury Policy, accepting Bitcoin for client payments and crediting the move with accelerating organic growth while underpinning its acquisition strategy. Further afield, Tokyo-listed Metaplanet Inc. has accumulated more than 5,000 BTC and delivered a year-to-date treasury yield of over 120 percent after establishing a dedicated U.S. subsidiary to expand its reserve. These examples reinforce the Board's conviction that a disciplined Bitcoin strategy can create tangible shareholder value.
"The early success of pioneers such as Smarter Web Company and Metaplanet shows that thoughtful Bitcoin treasury management can strengthen the balance sheet and signal technological leadership. We intend to follow a similarly prudent path as we execute Cel AI's growth plans," said Olivia Edwards, Board Chair.
Total Voting Rights:
Application will be made to the Financial Conduct Authority ("FCA") for admission of the New Shares to the Equity shares (transition) category of the Official List and to the London Stock Exchange (the "LSE") for admission to trading of the New Shares on the LSE's Main Market for listed securities (together "Admission"). It is expected that Admission will take place at or around 8.00 a.m. on or around 30 May 2025.
Following Admission, the Company confirms that its total issued share capital will consist of 824,472,221 Ordinary Shares, with one voting right per Ordinary Share. The Company does not hold any Ordinary Shares in treasury. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company pursuant to the FCA's Disclosure Guidance and Transparency Rules.
For further information, please contact:
| Cel AI | |
| Director Olivia Edwards | investors@cel.ai |
| First Sentinel Corporate Finance (FSCF) | |
| Corporate Broker Brian Stockbridge | +44 7858 888 007 |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Matthew 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 | ||||
| Identification Code | GB00BK964W87 | |||||
| b) | Nature of the transaction | Subscription of Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume · Price | 88,888,888 £200,000 | ||||
| e) | Date of the transaction | 23 May 2025 | ||||
| f) | Place of the Transaction | Outside of a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | 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 | ||||
| Identification Code | GB00BK964W87 | |||||
| b) | Nature of the transaction | Subscription of Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume · Price | 22,222,222 £50,000 | ||||
| e) | Date of the transaction | 23 May 2025 | ||||
| f) | Place of the Transaction | Outside of a trading venue | ||||