The Company’s principal activity is to establish a premium high-quality, independently tested and compliant CBD consumer product brand targeting the expanding but fragmented CBD sector.
There are no restrictions on the transfer of ordinary shares in the Company.
Total issued share capital of the Company is 504,750,000 shares at a par value of £0.001 each.
No securities are held in treasury. There are no restrictions on the transfer of shares.
Legal Entity Identifier: 213800IXPX4Z2MKX2U28, ISIN: GB00BK964W87, SEDOL: BK964W8, Stock Exchange ticker CBX
Company Secretary: Simon Howard Walters
16 Great Queen Street
London WC2B 5DG
Computershare Investor Services PLC
Bristol BS13 8AE
Solicitors to the Company
16 Great Queen Street
London WC2B 5DG
27 Dover Street
London W1S 4LZ
(a trading name of Shard Capital Partners LLP)
20 Fenchurch Street
London EC3M 3BY
Novum Securities Ltd
57 Berkeley Square
London W1J 6ER
Auditors and Reporting Accountants
PKF Littlejohn LLP
15 Westferry Circus
London E14 4HD
|Name||No. of ordinary shares held||% of issued capital|
|Durban Holdings Ltd||78,000,000||15.5%|
|Aja Ventures Inc.||30,000,000||5.9|
|DB Ventures Ltd||25,000,000||5.0|
|Lombard Odier Asset Management (Europe) Limited||25,000,000||5.0|
|Paniolo Ventures Inc.||21,210,000||4.2|
As a company with a Standard Listing, Cellular Goods PLC is not required to comply with the provisions of the Corporate Governance Code published by the Financial Reporting Council (FRC Corporate Governance Code). The Company notes that it will not undertake the following steps required by the FRC Corporate Governance Code in that:
given the size of the Board and the Company’s current status, certain provisions of the FRC Corporate Governance Code (in particular the provisions relating to the composition of the Board and the division of responsibilities between the Chairman and chief executive and executive compensation), are not being complied with by the Company as the Board considers these provisions to be inapplicable to the Company;
the Company will not initially have separate audit and risk, nominations or remuneration committees. The Board as a whole will instead review audit and risk matters, as well as the Board’s size, structure and composition and the scale and structure of the Directors’ fees, taking into account the interests of Shareholders and the performance of the Company, and will take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company’s financial statements and take responsibility for any formal announcements on the Company’s financial performance;
the FRC Corporate Governance Code recommends the submission of all directors for re-election at annual intervals. None of the Directors will be required to be submitted for re-election until the first annual general meeting of the Company; and
the Board does not comply with the provision of the FRC Corporate Governance Code that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent. In addition, the Company has not appointed a senior independent director. The Company intends to appoint additional independent non-executive directors in the future so that the Board complies with these provisions.
However, in the interests of observing best practice on corporate governance, the Company intends to comply with the provisions of the Corporate Governance Code published by the Quoted Companies Alliance (QCA Corporate Governance Code) insofar as is appropriate having regard to the size and nature of the Company and the size and composition of the Board.
The Company’s Standard Listing means that it is also not required to comply with those provisions of the Listing Rules which only apply to companies on the Premium List. The FCA, in its capacity as UK Listing Authority, will not have the authority to (and will not) monitor the Company’s compliance with any of the Listing Rules which the Company has indicated that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company so to comply. However, the FCA would be able to impose sanctions for non-compliance where the statements in its Prospectus are themselves misleading, false or deceptive.