CELLULAR GOODS PLC — Director's Dealing 2023

May 12, 2023

National Storage Mechanism | Additional information

RNS Number : 3251Z

Cellular Goods PLC

12 May 2023

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 cellulargoods@tancredigroup.com	+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 8.B 1 + 8.B 2)		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 shares 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 datex	Exercise/ Conversion Periodxi			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 datex		Exercise/ Conversion Period xi		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 financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)
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 8.B 1 + 8.B 2)		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 shares 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 datex	Exercise/ Conversion Periodxi			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 datex		Exercise/ Conversion Period xi		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 financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)
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 8.B 1 + 8.B 2)		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 shares 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 datex	Exercise/ Conversion Periodxi			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 datex		Exercise/ Conversion Period xi		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 financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)
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 8.B 1 + 8.B 2)		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 shares 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 datex	Exercise/ Conversion Periodxi			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 datex		Exercise/ Conversion Period xi		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 financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)
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 8.B 1 + 8.B 2)		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 shares 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 datex	Exercise/ Conversion Periodxi			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 datex		Exercise/ Conversion Period xi		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 financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)
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)

Price(s)	Volume(s)
N/A	95,000,000 shares Ordinary Shares

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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