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) - Pioneer Media Holdings Inc (NEO Exchange listed company)
| - Challenger X Plc (Aquis Stock 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 (company controlled by Nick Lyth) | 5,000,000 | 5,000,000 |
| 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.
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) |
| ||||
| 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) |
| ||||
| 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) |
| ||||
| 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) |
| ||||
| 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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