Conditional shares issue & share options exercise
Source: RNS
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 Ordinary Shares |
% interest in Ordinary Shares immediately following Admission of the New Ordinary Shares |
|
Adonis Pouroulis1 |
84,108,870 |
13.47% |
88,322,329 |
14.01% |
|
TechMet Limited |
75,206,112 |
12.04% |
75,206,112 |
11.93% |
|
George Bennett2 |
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 Pete Gardner |
+27 82 652 8526
|
|
|
IR |
Cathy Malins |
+44 7876 796 629 |
|
Berenberg |
Broker |
Matthew Armitt Jennifer Lee Detlir Elezi
|
+44 (0) 20 3207 7800 |
|
Tavistock Communications |
PR/IR |
Charles Vivian Tara Vivian-Neal |
+44 (0) 20 7920 3150 |
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 NPV10 of US$627 million[1], 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 which voting rights are attached ii: |
Rainbow Rare Earths Limited |
|||||
|
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 |
||
|
Resulting situation on the date on which threshold was crossed or reached |
14.01 |
|
|
88,322,329 |
||
|
Position of previous notification (if applicable) |
13.47 |
|
|
|
||
|
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 ISIN code (if possible) |
Number of voting rights ix |
% of voting rights |
|||||||
|
Direct (DTR5.1) |
Indirect (DTR5.2.1) |
Direct (DTR5.1) |
Indirect (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 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 |
Exercise/ |
Physical or cash Settlement xii |
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) issuer xiii |
X |
|||
|
Full chain of controlled undertakings through which the voting rights and/or the |
|
|||
|
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 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 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 which voting rights are attached ii: |
Rainbow Rare Earths Limited |
|||||
|
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 |
||
|
Resulting situation on the date on which threshold was crossed or reached |
6.16 |
|
|
38,805,298 |
||
|
Position of previous notification (if applicable) |
5.98 |
|
|
|
||
|
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 ISIN code (if possible) |
Number of voting rights ix |
% of voting rights |
|||||||
|
Direct (DTR5.1) |
Indirect (DTR5.2.1) |
Direct (DTR5.1) |
Indirect (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 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 |
Exercise/ |
Physical or cash Settlement xii |
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) issuer xiii |
X |
|||
|
Full chain of controlled undertakings through which the voting rights and/or the |
|
|||
|
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 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 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 which voting rights are attached ii: |
Rainbow Rare Earths Limited |
|||||
|
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 |
||
|
Resulting situation on the date on which threshold was crossed or reached |
11.93 |
|
|
75,206,112 |
||
|
Position of previous notification (if applicable) |
12.04 |
|
|
|
||
|
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 ISIN code (if possible) |
Number of voting rights ix |
% of voting rights |
|||||||
|
Direct (DTR5.1) |
Indirect (DTR5.2.1) |
Direct (DTR5.1) |
Indirect (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 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 |
Exercise/ |
Physical or cash Settlement xii |
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) issuer xiii |
X |
|||
|
Full chain of controlled undertakings through which the voting rights and/or the |
|
|||
|
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 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 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
Identification code |
Ordinary shares of no par value
GG00BD59ZW98 |
||||||||
|
b) |
Nature of the transaction
|
Purchase of shares pursuant to a placing. |
||||||||
|
c) |
Price(s) and volume(s)
|
|
||||||||
|
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
Identification code |
Ordinary shares of no par value
GG00BD59ZW98 |
||||||||
|
b) |
Nature of the transaction
|
Purchase of shares pursuant to a placing. |
||||||||
|
c) |
Price(s) and volume(s)
|
|
||||||||
|
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 |
||||||||
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