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Cellular Goods PLC released an Annual General Meeting (AGM) Update on 2 February 2023, addressing shareholder queries regarding resolutions to disapply statutory pre-emption rights. Resolution 8 grants directors authority to allot shares up to two thirds of the issued share capital, with amounts exceeding one third on a pre-emptive basis. Resolutions 9 and 10 provide for disapplication of pre-emption rights for up to 10% of the issued share capital for general purposes and a further 10% for acquisitions, each with an additional 20% of the relevant offer for follow-on offerings, with the voting deadline for shareholders set at 16:00 GMT on 9 February 2023.
| Date | 2 Feb 2023 |
| Time | 07:00:04 |
| Category | AGMs and other meetings |
| ID | 6615O |
Press release
2 February 2023
Cellular Goods PLC
('Cellular Goods' or 'the Company')
Annual General Meeting Update
Following the release of the Notice of AGM on 19 January 2023, the Company has received queries from shareholders in relation to the form of resolutions to disapply statutory pre-emption rights differing from previous years.
In preparing the resolutions to grant the directors authority to allot shares and to disapply pre-emption rights, the Company has followed best practice including the Investment Association's share capital management guidelines ("IA Guidelines") and the Pre-Emption Group's latest statement of principles ("PEG Principles"). The IA Guidelines are available here, and the PEG Principles, which were revised in November 2022, are available here.
These resolutions offer the Company greater flexibility, particularly in relation to follow-on equity offerings in accordance with the PEG Principles, while being in accordance with institutional investor guidance. Resolution 8, which grants the directors authority to allot shares, is compliant with the IA Guidelines for a routine authority, in that it is for up to two thirds of the issued share capital, and any amount in excess of one third is on a pre-emptive basis. Resolutions 9 and 10, which disapply pre-emption rights, are compliant with the latest PEG Principles and the template resolutions published by the Pre-Emption Group. These resolutions provide the directors with a disapplication of pre-emption rights of:
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1. |
Up to 10% of the issued share capital of the Company for general purposes, together with a further 20% of the relevant offer (e.g. if the full 10% were to be used, this would equal a further 2%) for a follow on offer; |
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2. |
Up to 10% of the issued share capital of the Company for acquisitions, specified capital investments or refinancing an acquisition or investment, together with a further 20% of the relevant offer (e.g. if the full 10% were to be used, this would equal a further 2%) for a follow on offer. |
The deadline for voting through CREST or for the return of a proxy by a certificated shareholder is 16:00 GMT on 9 February 2023. Shareholders holding through brokers, nominees or platforms (such as Hargreaves Lansdown) may find the deadline to submit their votes to the broker, nominee or platform is significantly earlier, and therefore should send their votes to their broker, nominee or platform as soon as possible.
For further information please contact:
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Cellular Goods |
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Darcy Taylor Chairman Neil Thapar Investor Relations |
via Tancredi +44 207 887 7633
+44 787 645 5323 |
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Tennyson Securities |
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Corporate Broker & Adviser Peter Krens Alan Howard |
+44 207 186 9030 |
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Novum Securities |
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Corporate Broker Colin Rowbury Jon Belliss |
+44 207 399 9427 |
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Tancredi Intelligent Communication |
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Media Relations Helen Humphrey Gabriela Amaya Garcia Charlie Hobbs |
+44 744 922 6720 +44 791 503 5294 +44 789 755 7112 |
About Cellular Goods PLC:
Cellular Goods is a UK-based wellness company that provides premium products based on lab-made cannabinoids. It was established in August 2018 to develop efficacy-led and research-backed cannabinoid-powered wellness products. The initial focus is on three product verticals: Feel Better, Look Better and Function Better. These three verticals encompass Cellular Goods' premium CBG skincare and CBD wellness with the first products launched in December 2021. The Company's shares are listed on the main market of the London Stock Exchange. www.cellular-goods.com