REG - Rainbow Rare Earths - Admission of First Tranche of Placing Shares
05/10/2023 07:00
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RNS Number : 7323O Rainbow Rare Earths Limited 05 October 2023
5 October 2023
Rainbow Rare Earths Limited
("Rainbow" or "the Company")
LSE: RBW
Admission of First Tranche of Placing Shares to Trading
Rainbow Rare Earths is pleased to announce that further to the private
placement to raise £4.5 million, as announced on 27 September 2023 (the
"Placing"), the first tranche of 25,786,541 Ordinary Shares in the Company has
been admitted to the Official List (by way of a Standard Listing) and to
trading on the London Stock Exchange Plc's Main Market for listed securities.
These shares rank pari passu with the existing Ordinary Shares.
The Company's number of Ordinary Shares in issue has therefore increased to
624,645,196 and this is the figure that may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure, Guidance and Transparency Rules.
The admission of the second tranche of Ordinary Shares in the Company,
comprising 4,213,459 Ordinary Shares which will be issued to Adonis Pouroulis,
is subject to the approval of shareholders at the AGM to be held in November
2023.
Notification of Major Shareholdings
Further to the increase in the Company's share capital, the following changes
in major shareholdings are notifiable:
Name No. of Ordinary Shares held prior to the Placing % interest in Ordinary Shares held prior to the Placing No. of Ordinary Shares held immediately following Admission of the first % interest in Ordinary Shares immediately following Admission of the first
tranche of Ordinary Shares tranche of Ordinary Shares
Adonis Pouroulis(1) 84,108,870 14.04% 84,108,870 13.47%
TechMet Limited(2) 71,618,369 11.96% 75,206,112 12.04%
Caden Holdings 28,753,578 4.80% 36,967,805 5.92%
George Bennett(3) 36,799,683 6.14% 37,347,298 5.98%
1. Adonis Pouroulis' holding includes shares held by Pella Ventures
Limited, which is beneficially owned by Adonis Pouroulis. Mr Pouroulis'
holding will revert to 14.04% of the Company's issued share capital on
admission of the second tranche of Ordinary Shares, which are subject to
shareholder approval.
2. TechMet Limited's shareholding will revert to 11.96% of the Company's
issued share capital on the admission of the second tranche of Ordinary
Shares, which are subject to shareholder approval.
3. George Bennett's holding includes shares held by Pipestone Capital Inc,
which is beneficially owned by George Bennett.
PDMR Notification
Further to the increase in the Company's share capital, the following changes
in the person discharging managerial responsibility ("PDMR") holdings are
notifiable:
Name No. of Ordinary Shares held prior to the Placing % interest in Ordinary Shares held prior to the Placing No. of Ordinary Shares held immediately following Admission of the first % interest in Ordinary Shares immediately following Admission of the first
tranche of Ordinary Shares tranche of Ordinary Shares
Darryll Castle - - 821,422 0.13%
Pete Gardner 400,000 0.07% 618,522 0.10%
Further disclosures as required for the notification of a major shareholding
in the Company and for PDMRs are included in the Appendix to this
announcement.
For further information, please contact:
Rainbow Rare Earths Ltd Company George Bennett +27 82 652 8526
Pete Gardner
IR Cathy Malins +44 7876 796 629
cathym@rainbowrareearths.com (mailto:cathym@rainbowrareearths.com)
Berenberg Broker Matthew Armitt +44 (0) 20 3207 7800
Jennifer Lee
Detlir Elezi
Tavistock Communications PR/IR Charles Vivian +44 (0) 20 7920 3150
Tara Vivian-Neal rainbowrareearths@tavistock.co.uk (mailto:rainbowrareearths@tavistock.co.uk)
Notes to Editors:
About Rainbow:
Rainbow Rare Earths aims to be a forerunner in the establishment of an
independent and ethical supply chain of the rare earth elements that are
driving the green energy transition. It is doing this successfully via the
identification and development of secondary rare earth deposits that can be
brought into production quicker and at a lower cost than traditional hard rock
mining projects, with a focus on the permanent magnet rare earth elements
neodymium and praseodymium, dysprosium and terbium.
The Company is focused on the development of the Phalaborwa Rare Earths
Project in South Africa and the earlier stage Uberaba Project in Brazil. Both
projects entail the recovery of rare earths from phosphogypsum stacks that
occur as the by-product of phosphoric acid production, with the original
source rock for both deposits being a hardrock carbonatite. Rainbow will use a
proprietary separation technique developed by and in conjunction with its
partner K-Technologies, Inc., which simplifies the process of producing
separated rare earth oxides (versus traditional solvent extraction), leading
to cost and environmental benefits.
The Phalaborwa Preliminary Economic Assessment has confirmed strong base line
economics for the project, which has a base case NPV(10) of US$627
million(( 1 (#_ftn1) )), an average EBITDA operating margin of 75% and a
payback period of less than two years. Pilot plant operations will commence in
2023, with the project expected to reach commercial production in 2026, just
five years after work began on the project by Rainbow.
Appendix
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 Rainbow Rare Earths Limited
which voting rights are attached (ii):
1b. Please indicate if the issuer is a non-UK issuer (please mark with an
"X" if appropriate)
Non-UK issuer X
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 X
An event changing the breakdown of voting rights
Other (please specify) (iii):
3. Details of person subject to the notification obligation (iv)
Name Adonis Pouroulis
City and country of registered office (if applicable)
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 reached (vi): 5.10.2023
6. Date on which issuer notified (DD/MM/YYYY): 5.10.2023
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 both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B) (vii)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 13.47 84,108,870
Position of previous notification (if 14.04
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights (ix) % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
GG00BD59ZW98 84,108,870 13.47
SUBTOTAL 8. A 84,108,870 13.47
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date (x)
Conversion Period (xi)
exercised/converted.
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date (x)
Conversion Period (xi)
Settlement (xii)
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 X
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer (xiii)
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 entity (please add additional rows as
necessary) (xiv)
Name (xv) % 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 Total of both if it equals or is higher than the notifiable threshold
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 information (xvi)
Place of completion Guernsey
Date of completion 5.10.2023
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 Rainbow Rare Earths Limited
which voting rights are attached (ii):
1b. Please indicate if the issuer is a non-UK issuer (please mark with an
"X" if appropriate)
Non-UK issuer X
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 X
An event changing the breakdown of voting rights
Other (please specify) (iii):
3. Details of person subject to the notification obligation (iv)
Name TechMet Limited
City and country of registered office (if applicable) Dublin, Ireland
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 reached (vi): 5.10.2023
6. Date on which issuer notified (DD/MM/YYYY): 5.10.2023
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 both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B) (vii)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 12.04 75,206,112
Position of previous notification (if 11.96
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights (ix) % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
GG00BD59ZW98 75,206,112 12.04
SUBTOTAL 8. A 75,206,112 12.04
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date (x)
Conversion Period (xi)
exercised/converted.
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date (x)
Conversion Period (xi)
Settlement (xii)
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 X
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer (xiii)
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 entity (please add additional rows as
necessary) (xiv)
Name (xv) % 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 Total of both if it equals or is higher than the notifiable threshold
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 information (xvi)
Place of completion Ireland
Date of completion 5.10.2023
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 Rainbow Rare Earths Limited
which voting rights are attached (ii):
1b. Please indicate if the issuer is a non-UK issuer (please mark with an
"X" if appropriate)
Non-UK issuer X
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 X
Other (please specify) (iii):
3. Details of person subject to the notification obligation (iv)
Name Caden Holdings Limited
City and country of registered office (if applicable) Gibraltar
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 reached (vi): 5.10.2023
6. Date on which issuer notified (DD/MM/YYYY): 5.10.2023
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 both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B) (vii)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 5.92 36,967,805
Position of previous notification (if 4.80
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights (ix) % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
GG00BD59W98 36,967,805 5.92
SUBTOTAL 8. A 36,967,805 5.92
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date (x)
Conversion Period (xi)
exercised/converted.
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date (x)
Conversion Period (xi)
Settlement (xii)
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 X
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer (xiii)
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 entity (please add additional rows as
necessary) (xiv)
Name (xv) % 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 Total of both if it equals or is higher than the notifiable threshold
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 information (xvi)
Place of completion Gibraltar
Date of completion 5.10.2023
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 Rainbow Rare Earths Limited
which voting rights are attached (ii):
1b. Please indicate if the issuer is a non-UK issuer (please mark with an
"X" if appropriate)
Non-UK issuer X
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 X
An event changing the breakdown of voting rights
Other (please specify) (iii):
3. Details of person subject to the notification obligation (iv)
Name George Bennett
City and country of registered office (if applicable)
4. Full name of shareholder(s) (if different from 3.) (v)
Name Pipestone Capital Inc
City and country of registered office (if applicable) Madeira, Portugal
5. Date on which the threshold was crossed or reached (vi): 5.10.2023
6. Date on which issuer notified (DD/MM/YYYY): 5.10.2023
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 both in % (8.A + 8.B) Total number of voting rights held in issuer (8.A + 8.B) (vii)
(total of 8.B 1 + 8.B 2)
Resulting situation on the date on which threshold was crossed or reached 5.98 37,347,298
Position of previous notification (if 6.14
applicable)
8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights (ix) % of voting rights
shares
ISIN code (if possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
GG00BD59ZW98 37,347,298 5.98
SUBTOTAL 8. A 37,347,298 5.98
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration Exercise/ Number of voting rights that may be acquired if the instrument is % of voting rights
date (x)
Conversion Period (xi)
exercised/converted.
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
(1) (b)
Type of financial instrument Expiration Exercise/ Physical or cash Number of voting rights % of voting rights
date (x)
Conversion Period (xi)
Settlement (xii)
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 X
person or legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying) issuer (xiii)
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 entity (please add additional rows as
necessary) (xiv)
Name (xv) % 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 Total of both if it equals or is higher than the notifiable threshold
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 information (xvi)
Place of completion Portugal
Date of completion 5.10.2023
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 Darryll Castle
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 Rainbow Rare Earths Limited
b) LEI 213800HONYSAXTG6KS11
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 no par value
Identification code
GG00BD59ZW98
b) Nature of the transaction Purchase of shares pursuant to a placing.
c) Price(s) and volume(s) Price(s) Volume(s)
£0.15 821,422 - Purchased by Fenwood Global Ltd
d) Aggregated information
Aggregated volume 821,422
- Price £123,213.30
e) Date of the transaction 5 October 2023
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
Aggregated volume
- Price
821,422
£123,213.30
e)
Date of the transaction
5 October 2023
f)
Place of the transaction
Outside of a trading venue
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 Pete Gardner
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 Rainbow Rare Earths Limited
b) LEI 213800HONYSAXTG6KS11
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 no par value
Identification code
GG00BD59ZW98
b) Nature of the transaction Purchase of shares pursuant to a placing
c) Price(s) and volume(s) Price(s) Volume(s)
£0.15 218,522 - Purchased by Pete Gardner
d) Aggregated information
Aggregated volume 218,522
- Price £32,778.30
e) Date of the transaction 5 October 2023
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
Aggregated volume
- Price
218,522
£32,778.30
e)
Date of the transaction
5 October 2023
f)
Place of the transaction
Outside of a trading venue
1 (#_ftnref1) Net present value using a 10% forward discount rate
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