Grant of Warrants and PDMRs
RNS Number : 7504R
Cel AI PLC
18 July 2025
18 July 2025
Cel AI PLC
("Cel AI" or "the Company")
Grant of Warrants and PDMRs
Cel AI Plc (LSE: CLAI), the AI agent deployment platform with a strategic Bitcoin treasury focus, announces that it has granted a total of 256,000,000 Warrants to three Directors of the Company as well as to its broker and advisor to subscribe for new ordinary shares of £0.001 each ("Warrants").
Except for the Warrants granted to the Company's broker, all other Warrants are exercisable at £0.002 per ordinary share and have an exercise period limit of five years. One-third of the Warrants become exercisable immediately upon the grant becoming unconditional, with the remaining two-thirds vesting quarterly over a period of three years from the grant date. The Warrants granted to the Company's broker, in settlement of fees, vest immediately, are exercisable at £0.002 per ordinary share, and have a three-year exercise period.
Details of the Warrants granted to Directors are as follows:
| Director | Number of Warrants being issued | Total number of Warrants held including this issue |
| Olivia Edwards | 10,000,000 | 20,000,000 |
| Elliot Fielding | 2,500,000 | 2,500,000 |
| Misha Sher | 1,000,000 | 4,000,000 |
| Cel AI | |
| Director Olivia Edwards | via FSCF |
| First Sentinel Corporate Finance (FSCF) | |
| Financial Adviser Brian Stockbridge | +44 7858 888 007 |
| OAK Securities | |
| Corporate Broker Jerry Keen / Calvin Man | +44 20 3973 3678 / +44 7432 270007 jerry.keen@oak-securities.com calvin.man@oak-securities.com |
| 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 | Warrants over ordinary shares | ||||
| Identification Code | GB00BK964W87 | |||||
| b) | Nature of the transaction | Issue of Warrants at GBP 0.002 exercise price issued at Nil consideration | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume · Price | 10,000,000 £20,000 | ||||
| e) | Date of the transaction | 18 July 2025 | ||||
| f) | Place of the Transaction | Outside of a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Elliot Fielding | ||||
| 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 | Warrants over ordinary shares | ||||
| Identification Code | GB00BK964W87 | |||||
| b) | Nature of the transaction | Issue of Warrants at GBP 0.002 exercise price issued at Nil consideration | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume · Price | 2,500,000 £5,000 | ||||
| e) | Date of the transaction | 18 July 2025 | ||||
| f) | Place of the Transaction | Outside of a trading venue | ||||
| 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 | Warrants over ordinary shares | ||||
| Identification Code | GB00BK964W87 | |||||
| b) | Nature of the transaction | Issue of Warrants at GBP 0.002 exercise price issued at Nil consideration | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume · Price | 1,000,000 £2,000 | ||||
| e) | Date of the transaction | 18 July 2025 | ||||
| f) | Place of the Transaction | Outside of a trading venue | ||||