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 Chairman and interim CEO Neil Thapar Investor Relations | via Tancredi +44 207 887 7633
+44 787 645 5323 |
| 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 Charlie Hobbs |
+44 744 922 6720 +44 789 755 7112 |
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.
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 which voting rights are attachedii: | Cellular Goods PLC | |||||
| 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 obligationiv | ||||||
| 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 reachedvi: | 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 issuervii | ||
| 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 applicable) | 0% | 0 | 0% | | ||
| 8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
| A: Voting rights attached to shares | |||||||||
| Class/type of ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
| Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (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 exercised/converted. | % of voting rights | |||||
| | | | | | |||||
| | | | | | |||||
| | | | | | |||||
| | | 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 settlementxii | Number of voting rights | % of voting rights | ||||
| | | | | | | ||||
| | | | | | | ||||
| | | | | | | ||||
| | |
| 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 person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | X | |||
| Full chain of controlled undertakings through which the voting rights and/or the | | |||
| Namexv | % 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 than the notifiable threshold | Total of both if it equals or is higher 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 informationxvi | ||||
| | ||||
| 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 which voting rights are attachedii: | Cellular Goods PLC | |||||
| 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 obligationiv | ||||||
| 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 reachedvi: | 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 issuervii | ||
| 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 applicable) | 5.32% | 0 | 5.32% | | ||
| 8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
| A: Voting rights attached to shares | |||||||||
| Class/type of ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
| Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (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 exercised/converted. | % of voting rights | |||||
| | | | | | |||||
| | | | | | |||||
| | | | | | |||||
| | | 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 settlementxii | Number of voting rights | % of voting rights | ||||
| | | | | | | ||||
| | | | | | | ||||
| | | | | | | ||||
| | |
| 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 person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | X | |||
| Full chain of controlled undertakings through which the voting rights and/or the | | |||
| Namexv | % 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 than the notifiable threshold | Total of both if it equals or is higher 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 informationxvi | ||||
| | ||||
| 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 which voting rights are attachedii: | Cellular Goods PLC | |||||
| 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 obligationiv | ||||||
| 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 reachedvi: | 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 issuervii | ||
| 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 applicable) | 4.14% | 0 | 4.14% | | ||
| 8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
| A: Voting rights attached to shares | |||||||||
| Class/type of ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
| Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (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 exercised/converted. | % of voting rights | |||||
| | | | | | |||||
| | | | | | |||||
| | | | | | |||||
| | | 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 settlementxii | Number of voting rights | % of voting rights | ||||
| | | | | | | ||||
| | | | | | | ||||
| | | | | | | ||||
| | |
| 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 person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | X | |||
| Full chain of controlled undertakings through which the voting rights and/or the | | |||
| Namexv | % 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 than the notifiable threshold | Total of both if it equals or is higher 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 informationxvi | ||||
| | ||||
| 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 which voting rights are attachedii: | Cellular Goods PLC | |||||
| 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 obligationiv | ||||||
| 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 reachedvi: | 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 issuervii | ||
| 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 applicable) | 4.89% | 0 | 4.89% | | ||
| 8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
| A: Voting rights attached to shares | |||||||||
| Class/type of ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
| Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (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 exercised/converted. | % of voting rights | |||||
| | | | | | |||||
| | | | | | |||||
| | | | | | |||||
| | | 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 settlementxii | Number of voting rights | % of voting rights | ||||
| | | | | | | ||||
| | | | | | | ||||
| | | | | | | ||||
| | |
| 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 person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | X | |||
| Full chain of controlled undertakings through which the voting rights and/or the | | |||
| Namexv | % 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 than the notifiable threshold | Total of both if it equals or is higher 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 informationxvi | ||||
| | ||||
| 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 which voting rights are attachedii: | Cellular Goods PLC | |||||
| 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 obligationiv | ||||||
| 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 reachedvi: | 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 issuervii | ||
| 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 applicable) | 4.12% | 0 | 4.12% | | ||
| 8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
| A: Voting rights attached to shares | |||||||||
| Class/type of ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
| Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (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 exercised/converted. | % of voting rights | |||||
| | | | | | |||||
| | | | | | |||||
| | | | | | |||||
| | | 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 settlementxii | Number of voting rights | % of voting rights | ||||
| | | | | | | ||||
| | | | | | | ||||
| | | | | | | ||||
| | |
| 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 person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | X | |||
| Full chain of controlled undertakings through which the voting rights and/or the | | |||
| Namexv | % 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 than the notifiable threshold | Total of both if it equals or is higher 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 informationxvi | ||||
| | ||||
| 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) |
| ||||
| d) | Aggregated information: · Aggregated volume · Price |
95,000,000 Ordinary Shares N/A | ||||
| e) | Date of the transaction | 5th May 2023 | ||||
| f) | Place of the Transaction | London Stock Exchange | ||||
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