Director Dealings & TR-1 Notifications
12/05/2023 17:33
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230512:nRSL3251Za&default-theme=true
RNS Number : 3251Z Cellular Goods PLC 12 May 2023
Press release
12 May 2023
Cellular Goods PLC
('Cellular Goods' or 'the Company')
Director Dealings & TR-1 Notifications
Cellular Goods (LSE: CBX), a UK-based skincare and wellness company providing
premium consumer products formulated with lab-produced cannabinoids, announces
that following the acquisition of King Tide announced on 9 May 2023, and the
issuance of consideration shares to Matt Lodge, the Company received the PDMR
and TR-1 notifications below.
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) .
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
FCA in Microsoft Word format if possible)(i)
1a. Identity of the issuer or the underlying issuer of existing shares to Cellular Goods PLC
which voting rights are attached(ii):
1b. Please indicate if the issuer is a non-UK issuer (please mark with an
"X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with
an "X")
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify)(iii):
3. Details of person subject to the notification obligation(iv)
Name Matthew Lodge
City and country of registered office (if applicable) Singapore
4. Full name of shareholder(s) (if different from 3.)(v)
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached(vi): 5 May 2023
6. Date on which issuer notified (DD/MM/YYYY): 10 May 2023
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments Total of both in % (8.A + 8.B) Total number of voting rights held in issuer(vii)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 15.77% 0 15.77% 95,000,000
Position of previous notification (if 0% 0 0%
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached(viii)
A: Voting rights attached to shares
Class/type of Number of voting rights(ix) % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
Ordinary shares of £0.001 each GB00BK964W87 95,000,000 15.77%
SUBTOTAL 8. A 95,000,000 15.77%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date(x)
Conversion Period(xi)
exercised/converted.
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date(x)
Conversion Period (xi)
settlement(xii)
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural X
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer(xiii)
Full chain of controlled undertakings through which the voting rights and/or
the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity(xiv) (please add additional rows as
necessary)
Name(xv) % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher Total of both if it equals or is higher than the notifiable threshold
than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information(xvi)
Place of completion London Stock Exchange
Date of completion 10 May 2023
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
FCA in Microsoft Word format if possible)(i)
1a. Identity of the issuer or the underlying issuer of existing shares to Cellular Goods PLC
which voting rights are attached(ii):
1b. Please indicate if the issuer is a non-UK issuer (please mark with an
"X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with
an "X")
An acquisition or disposal of voting rights
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify)iii: Dilution of shareholding following issue of shares
on 5 May 2023
3. Details of person subject to the notification obligation(iv)
Name Aja Ventures Inc.
City and country of registered office (if applicable) Vancouver, Canada
4. Full name of shareholder(s) (if different from 3.)(v)
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached(vi): 5 May 2023
6. Date on which issuer notified (DD/MM/YYYY): 10 May 2023
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments Total of both in % (8.A + 8.B) Total number of voting rights held in issuer(vii)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 4.48% 0 4.48% 27,000,000
Position of previous notification (if 5.32% 0 5.32%
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached(viii)
A: Voting rights attached to shares
Class/type of Number of voting rights(ix) % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
Ordinary shares of £0.001 each GB00BK964W87 27,000,000 4.48%
SUBTOTAL 8. A 27,000,000 4.48%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date(x)
Conversion Period(xi)
exercised/converted.
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date(x)
Conversion Period (xi)
settlement(xii)
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural X
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer(xiii)
Full chain of controlled undertakings through which the voting rights and/or
the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity(xiv) (please add additional rows as
necessary)
Name(xv) % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher Total of both if it equals or is higher than the notifiable threshold
than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information(xvi)
Place of completion Vancouver, Canada
Date of completion 10 May 2023
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
FCA in Microsoft Word format if possible)(i)
1a. Identity of the issuer or the underlying issuer of existing shares to Cellular Goods PLC
which voting rights are attached(ii):
1b. Please indicate if the issuer is a non-UK issuer (please mark with an
"X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with
an "X")
An acquisition or disposal of voting rights
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify)(iii): Dilution of shareholding following issue of
shares on 5 May 2023
3. Details of person subject to the notification obligation(iv)
Name Alexis Abraham
City and country of registered office (if applicable)
4. Full name of shareholder(s) (if different from 3.)(v)
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached(vi): 5 May 2023
6. Date on which issuer notified (DD/MM/YYYY): 10 May 2023
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments Total of both in % (8.A + 8.B) Total number of voting rights held in issuer(vii)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 3.49% 0 3.49% 21,000,000
Position of previous notification (if 4.14% 0 4.14%
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached(viii)
A: Voting rights attached to shares
Class/type of Number of voting rights(ix) % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
Ordinary shares of £0.001 each GB00BK964W87 21,000,000 3.49%
SUBTOTAL 8. A 21,000,000 3.49%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date(x)
Conversion Period(xi)
exercised/converted.
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date(x)
Conversion Period (xi)
settlement(xii)
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural X
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer(xiii)
Full chain of controlled undertakings through which the voting rights and/or
the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity(xiv) (please add additional rows as
necessary)
Name(xv) % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher Total of both if it equals or is higher than the notifiable threshold
than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information(xvi)
Place of completion London
Date of completion 10 May 2023
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
FCA in Microsoft Word format if possible)(i)
1a. Identity of the issuer or the underlying issuer of existing shares to Cellular Goods PLC
which voting rights are attached(ii):
1b. Please indicate if the issuer is a non-UK issuer (please mark with an
"X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with
an "X")
An acquisition or disposal of voting rights
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify)(iii): Dilution of shareholding following issue of
shares on 5 May 2023
3. Details of person subject to the notification obligation(iv)
Name Durban Holdings Ltd
City and country of registered office (if applicable) Vancouver, Canada
4. Full name of shareholder(s) (if different from 3.)(v)
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached(vi): 5 May 2023
6. Date on which issuer notified (DD/MM/YYYY): 10 May 2023
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments Total of both in % (8.A + 8.B) Total number of voting rights held in issuer(vii)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 4.12% 0 4.12% 24,818,163
Position of previous notification (if 4.89% 0 4.89%
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached(viii)
A: Voting rights attached to shares
Class/type of Number of voting rights(ix) % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
Ordinary shares of £0.001 each GB00BK964W87 24,818,163 4.12%
SUBTOTAL 8. A 24,818,163 4.12%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date(x)
Conversion Period(xi)
exercised/converted.
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date(x)
Conversion Period (xi)
settlement(xii)
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural X
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer(xiii)
Full chain of controlled undertakings through which the voting rights and/or
the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity(xiv) (please add additional rows as
necessary)
Name(xv) % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher Total of both if it equals or is higher than the notifiable threshold
than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information(xvi)
Place of completion Vancouver, Canada
Date of completion 10 May 2023
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
FCA in Microsoft Word format if possible)(i)
1a. Identity of the issuer or the underlying issuer of existing shares to Cellular Goods PLC
which voting rights are attached(ii):
1b. Please indicate if the issuer is a non-UK issuer (please mark with an
"X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with
an "X")
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify)(iii):
3. Details of person subject to the notification obligation(iv)
Name Durban Holdings Ltd
City and country of registered office (if applicable) Vancouver, Canada
4. Full name of shareholder(s) (if different from 3.)(v)
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached(vi): 10 May 2023
6. Date on which issuer notified (DD/MM/YYYY): 11 May 2023
7. Total positions of person(s) subject to the notification obligation
% of voting rights attached to shares (total of 8. A) % of voting rights through financial instruments Total of both in % (8.A + 8.B) Total number of voting rights held in issuer(vii)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 3.84% 0 3.84% 23,125,104
Position of previous notification (if 4.12% 0 4.12%
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached(viii)
A: Voting rights attached to shares
Class/type of Number of voting rights(ix) % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
Ordinary shares of £0.001 each GB00BK964W87 23,125,104 3.84%
SUBTOTAL 8. A 23,125,104 3.84%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date(x)
Conversion Period(xi)
exercised/converted.
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date(x)
Conversion Period (xi)
settlement(xii)
SUBTOTAL 8.B.2
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural X
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer(xiii)
Full chain of controlled undertakings through which the voting rights and/or
the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity(xiv) (please add additional rows as
necessary)
Name(xv) % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher Total of both if it equals or is higher than the notifiable threshold
than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information(xvi)
Place of completion London Stock Exchange
Date of completion 11 May 2023
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 Consideration Shares in connection with the Acquisition of King Tide Carbon
PTE LTD
c) Price(s) and volume(s) Price(s) Volume(s)
N/A 95,000,000 shares Ordinary Shares
d) Aggregated information:
· Aggregated volume 95,000,000 Ordinary Shares
· Price N/A
e) Date of the transaction 5(th) May 2023
f) Place of the Transaction London Stock Exchange
d)
Aggregated information:
· Aggregated volume
· Price
95,000,000 Ordinary Shares
N/A
e)
Date of the transaction
5(th) May 2023
f)
Place of the Transaction
London Stock Exchange
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END DSHBLGDUBXBDGXD