REG - Cel AI PLC - Changes in Board Composition - Grant of Warrants

CEL AIAnnouncement

17/02/2025 07:00

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RNS Number : 2605X  Cel AI PLC  17 February 2025

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.

 

 

17 February 2025

 

Cel AI PLC

 

("Cel AI" or "the Company")

 

Changes in Board Composition

Grant of Warrants

 

Cel AI (LSE: CLAI), a UK-based company that uses artificial intelligence (AI)
to deliver the future of personalised beauty with tailored beauty advice and
product recommendations, announces that Michael Edwards has resigned as
Executive Chairman with immediate effect.

 

The Board would like to take this opportunity to thank Mr. Edwards for his
contribution to the Company and wish them well for the future.

 

Furthermore, the Company is pleased to announce that Olivia Edwards has been
appointed as Executive Chairperson. The appointment will take effect
immediately.

 

Olivia Edwards brings 5 years of operational expertise to Cel AI's board,
including corporate secretary duties and facilitating strategic financing
across industries such as web3, gaming, AI and carbon capture. She has
navigated reporting requirements in both Canada and the UK, helping guide
companies through the public listing process and securing key investment.
Olivia currently serves as a director of a Capital Pool Company (CPC) in
Canada, bringing extensive experience with the regulatory landscape for public
entities. She holds a Master of Management and has completed the Canadian
Securities Course, strengthening her financial background.

 

 Current directorships and/or partnerships:                             Former directorships and/or partnerships (within the last five years): 
 -     Kua Investments Inc (Toronto Stock Exchange listed company)      -     Challenger X Plc (Aquis Stock Exchange listed company)

 -     Pioneer Media Holdings Inc (NEO Exchange listed company)

 

Were UKLR 6.4.8 to apply to the Company, there would be no further information
to disclose.

Issue of Warrants

 

The Company also announces that it has granted a total of 23,000,000 warrants
to subscribe for new ordinary shares of £0.001 each ("Warrants") to certain
service providers and directors. The Warrants are exercisable at £0.0025 per
ordinary share.

 

One third of the warrants will vest on 15 February 2025 with the remaining two
thirds vesting in 24 equal monthly instalments thereafter. The Warrants have
an exercise period of 5 years from the date of grant.

 

Following the issue of the Warrants, the Company has a total of 60,460,000
warrants in issue.

 

The directors of the Company have been granted, in aggregate, 18,000,000
Warrants as set out below.

 

 Director                                                       Number of Warrants being issued  Total number of Warrants held including this issue
 Olivia Edwards                                                 10,000,000                       10,000,000
 Dark Peak Services Ltd                                         5,000,000                        5,000,000

 (company controlled by Nick Lyth)
 Fidelio Partners Pte Ltd (company controlled by Mathew Lodge)  2,000,000                        7,000,000
 Misha Sher                                                     1,000,000                        3,000,000

 

For further information please contact:

 

 Cel AI
 Director

 Olivia Edwards                           via FSCF
 First Sentinel Corporate Finance (FSCF)
 Corporate Broker

 Brian Stockbridge                        +44 7858 888 007

 

About Cel AI PLC:

 

Cel AI offers an AI-driven skincare analysis tool that provides customers with
personalised skincare recommendations based on their individual skin type and
concerns. The tool utilises AI algorithms to analyse customer-provided
information and offer tailored product recommendations from a range of
skincare brands. Additionally, it develops and markets premium quality
skincare and wellness products based on proprietary formulations incorporating
lab-made cannabinoids. The Company is incorporated in the UK and listed on
the Main Market of the London Stock Exchange. For more information, visit
www.getcel.ai (http://www.getcel.ai) .

 

 

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                                                         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  Ordinary Shares of £0.001 each
     Identification Code                                          GB00BK964W87
 b)  Nature of the transaction                                    Grant of warrants at nil consideration over ordinary shares (exercise price of
                                                                  £0.0025)
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  £0.0025   10,000,000

                                                                       Ordinary Shares
 d)  Aggregated information:                                      As per 4. c)

     · Aggregated volume

     · Price
 e)  Date of the transaction                                      15 February 2025
 f)  Place of the Transaction                                     Off Market

d)

Aggregated information:

· Aggregated volume

· Price

As per 4. c)

e)

Date of the transaction

15 February 2025

f)

Place of the Transaction

Off Market

 

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                                                         Dark Peak Services Ltd (company controlled by 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 of £0.001 each
     Identification Code                                          GB00BK964W87
 b)  Nature of the transaction                                    Grant of warrants at nil consideration over ordinary shares (exercise price of
                                                                  £0.0025)
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  £0.0025   5,000,000

                                                                       Ordinary Shares
 d)  Aggregated information:                                      As per 4. c)

     · Aggregated volume

     · Price
 e)  Date of the transaction                                      15 February 2025
 f)  Place of the Transaction                                     Off Market

d)

Aggregated information:

· Aggregated volume

· Price

As per 4. c)

e)

Date of the transaction

15 February 2025

f)

Place of the Transaction

Off Market

 

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                                                         Fidelio Partners Pte Lte (company controlled by Mathew 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 of £0.001 each
     Identification Code                                          GB00BK964W87
 b)  Nature of the transaction                                    Grant of warrants at nil consideration over ordinary shares (exercise price of
                                                                  £0.0025)
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  £0.0025   2,000,000

                                                                       Ordinary Shares
 d)  Aggregated information:                                      As Per 4. c)

     · Aggregated volume

     · Price
 e)  Date of the transaction                                      15 February 2025
 f)  Place of the Transaction                                     Off Market

d)

Aggregated information:

· Aggregated volume

· Price

As Per 4. c)

 

e)

Date of the transaction

15 February 2025

f)

Place of the Transaction

Off Market

 

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                                                         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  Ordinary Shares of £0.001 each
     Identification Code                                          GB00BK964W87
 b)  Nature of the transaction                                    Grant of warrants at nil consideration over ordinary shares (exercise price of
                                                                  £0.0025)
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  £0.0025   1,000,000

                                                                       Ordinary Shares
 d)  Aggregated information:                                      As per 4. c)

     · Aggregated volume

     · Price
 e)  Date of the transaction                                      15 February 2025
 f)  Place of the Transaction                                     Off Market

d)

Aggregated information:

· Aggregated volume

· Price

As per 4. c)

e)

Date of the transaction

15 February 2025

f)

Place of the Transaction

Off Market

 

 

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