REG - Rainbow Rare Earths - Conditional shares issue & share options exercise
06/12/2023 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231206:nRSF7686Va&default-theme=true
RNS Number : 7686V Rainbow Rare Earths Limited 06 December 2023
6 December 2023
Rainbow Rare Earths Limited
("Rainbow" or "the Company")
LSE: RBW
ISSUE OF CONDITIONAL SHARES FROM SEPTEMBER PLACING AND EXERCISE OF SHARE
OPTIONS
Rainbow Rare Earths is pleased to announce that further to the placing
announcements dated 27 September 2023 and 4 October 2023 and the results of
the Annual General Meeting ("AGM") announced 21 November 2023, the 4,213,459
new ordinary shares of no par value each in the Company ("Ordinary Shares")
conditionally placed with Pella Ventures Limited ("Pella") have now been
issued (the "Conditional Shares"). Pella is a family office with a focus on
clean technologies and sustainable energy and is a related party on the basis
that its founder, Adonis Pouroulis, is also Non-Executive Chairman of Rainbow.
In addition, George Bennett, Rainbow's CEO, has exercised 1,458,000 nil priced
share options originally issued in January 2021.
George Bennett, CEO, commented: "We are very encouraged by the strong support
we received at our recent fundraising and are pleased to issue the final 4.2
million Conditional Shares from that placing now that shareholder approval has
been obtained. I am happy to show my ongoing support for Rainbow by increasing
my holding via the exercise of share options."
Total voting rights and Admission
An application has been made for the 4,213,459 Conditional Shares and
1,458,000 option shares (together, 5,671,459 "New Ordinary Shares") to be
issued, 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. It is expected that Admission will become effective and that
dealing in the New Ordinary Shares will commence on or around 11 December
2023. The New Ordinary Shares will rank pari passu with the existing
Ordinary Shares. Following Admission of the New Ordinary Shares, the Company
will have 630,316,655 Ordinary Shares in issue.
The above figure of 630,316,655 Ordinary Shares 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.
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.
Notification of Major Shareholdings
Further to the issue of the New Ordinary Shares, the following changes in
major shareholdings are notifiable:
Name No. of Ordinary Shares held prior to the issue % interest in Ordinary Shares held prior to the issue No. of Ordinary Shares held immediately following Admission of the New % interest in Ordinary Shares immediately following Admission of the New
Ordinary Shares Ordinary Shares
Adonis Pouroulis(1) 84,108,870 13.47% 88,322,329 14.01%
TechMet Limited 75,206,112 12.04% 75,206,112 11.93%
George Bennett(2) 37,347,298 5.98% 38,805,298 6.16%
1. Adonis Pouroulis' holding includes shares held by Pella Ventures
Limited, which is beneficially owned by Adonis Pouroulis.
2. George Bennett's holding includes shares held by Pipestone Capital
Inc, which is beneficially owned by George Bennett.
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 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 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): 11.12.2023
6. Date on which issuer notified (DD/MM/YYYY): 05.12.2023
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 14.01 88,322,329
Position of previous notification (if 13.47
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 88,322,329 14.01
SUBTOTAL 8. A 88,322,329 14.01
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 05.12.2023
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 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 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
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached (vi): 11.12.2023
6. Date on which issuer notified (DD/MM/YYYY): 05.12.2023
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 6.16 38,805,298
Position of previous notification (if 5.98
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 38,805,298 6.16
SUBTOTAL 8. A 38,805,298 6.16
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 05.12.2023
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
Other (please specify) (iii): Dilution from issue of new ordinary shares X
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): 11.12.2023
6. Date on which issuer notified (DD/MM/YYYY): 05.12.2023
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 11.93 75,206,112
Position of previous notification (if 12.04
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 75,206,112 11.93
SUBTOTAL 8. A 75,206,112 11.93
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 05.12.2023
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 Adonis Pouroulis
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 4,213,459 - Purchased by Pella Ventures Ltd
d) Aggregated information
Aggregated volume 4,213,459
- Price £632,018.85
e) Date of the transaction 11 December 2023
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
Aggregated volume
- Price
4,213,459
£632,018.85
e)
Date of the transaction
11 December 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 George Bennett
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)
£Nil 1,458,000 - issued further to exercise of share options
d) Aggregated information
Aggregated volume 1,458,000
- Price £Nil
e) Date of the transaction 11 December 2023
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
Aggregated volume
- Price
1,458,000
£Nil
e)
Date of the transaction
11 December 2023
f)
Place of the transaction
Outside of a trading venue
1 (#_ftnref1) Net present value using a 10% forward discount rate
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEEASASESPDFFARecent news on Rainbow Rare Earths
See all newsREG - Rainbow Rare Earths - Director/PDMR Shareholding
AnnouncementREG - Rainbow Rare Earths - Positive Initial Leaching and Mineralogy Results
AnnouncementREG - Rainbow Rare Earths - Interim Results
AnnouncementRCS - Rainbow Rare Earths - Publication of Conference Presentation
AnnouncementREG - Rainbow Rare Earths - Resource Update
Announcement