REG - Cel AI PLC - Subscription to raise £250,000

CEL AIAnnouncement

02/06/2025 07:00

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RNS Number : 9062K  Cel AI PLC  02 June 2025

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.

2 June 2025

Cel AI PLC

("Cel AI" or the "Company")

Subscription to raise £250,000

Cel AI Plc (LSE: CLAI) announces it has raised gross proceeds of £250,000
(before expenses) by way of a direct subscription of 39,062,500 new ordinary
shares (the "Subscription Shares"), of 0.1p each in the share capital of the
Company ("Ordinary Shares") at an issue price of 0.64p per Ordinary Share,
being the 30 May 2025 closing price (the "Issue Price") by two of the
Company's directors, Nicholas Lyth and Matthew Lodge, via their investments
vehicles, Dark Peak Services Ltd and Kaikalani Pte Ltd, respectively.

The Subscription 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 Subscription 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.

Total Voting Rights:

Application will be made to the Financial Conduct Authority ("FCA") for
admission of the Subscription 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 Subscription 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 6 June 2025.

Following Admission, the Company confirms that its total issued share capital
will consist of 752,423,611 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                                                         Kaikalani Pte Ltd (a company controlled by 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)                                       Price(s)                       Volume(s)
                                                                  0.64 pence per Ordinary Share  31,250,000 Ordinary Shares
 d)  Aggregated information:

     · Aggregated volume                                          31,250,000

     · Price                                                      £200,000
 e)  Date of the transaction                                      1 June 2025
 f)  Place of the Transaction                                     Outside of a trading venue

d)

Aggregated information:

· Aggregated volume

· Price

 

31,250,000

£200,000

e)

Date of the transaction

1 June 2025

f)

Place of the Transaction

Outside of a trading venue

 

 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
     Identification Code                                          GB00BK964W87
 b)  Nature of the transaction                                    Subscription of Ordinary Shares
 c)  Price(s) and volume(s)                                       Price(s)                       Volume(s)
                                                                  0.64 pence per Ordinary Share  7,812,500 Ordinary Shares
 d)  Aggregated information:

     · Aggregated volume                                          7,812,500

     · Price                                                      £50,000
 e)  Date of the transaction                                      1 June 2025
 f)  Place of the Transaction                                     Outside of a trading venue

d)

Aggregated information:

· Aggregated volume

· Price

 

7,812,500

£50,000

e)

Date of the transaction

1 June 2025

f)

Place of the Transaction

Outside of a trading venue

 

 

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