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) |
| ||||
| 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) |
| ||||
| 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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