RNS Number : 7323O
Rainbow Rare Earths Limited
05 October 2023
 

A close up of a logo Description automatically generated

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 tranche of Ordinary Shares

% interest in Ordinary Shares immediately following Admission of the first tranche of Ordinary Shares

Adonis Pouroulis1

84,108,870

14.04%

84,108,870

13.47%

TechMet Limited2

71,618,369

11.96%

75,206,112

12.04%

Caden Holdings

28,753,578

4.80%

36,967,805

5.92%

George Bennett3

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 tranche of Ordinary Shares

% interest in Ordinary Shares immediately following Admission of the first 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

Pete Gardner

+27 82 652 8526

 

 

IR

Cathy Malins

+44 7876 796 629

cathym@rainbowrareearths.com

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

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 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


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 8.B 1 + 8.B 2)

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

13.47



84,108,870

Position of previous notification (if

applicable)

14.04




 

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
shares

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

84,108,870


13.47












SUBTOTAL 8. A

84,108,870

13.47


Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

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
date
x

Exercise/
Conversion Period
xi

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
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 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

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 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

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 8.B 1 + 8.B 2)

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

12.04



75,206,112

Position of previous notification (if

applicable)

11.96




 

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
shares

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


12.04












SUBTOTAL 8. A

75,206,112

12.04


Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

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
date
x

Exercise/
Conversion Period
xi

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
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 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

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 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

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 8.B 1 + 8.B 2)

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

5.92



36,967,805

Position of previous notification (if

applicable)

4.80




 

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
shares

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)

GG00BD59W98

36,967,805


5.92












SUBTOTAL 8. A

36,967,805

5.92


Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

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
date
x

Exercise/
Conversion Period
xi

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
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 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

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 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

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 8.B 1 + 8.B 2)

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

5.98



37,347,298

Position of previous notification (if

applicable)

6.14




 

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
shares

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

37,347,298


5.98












SUBTOTAL 8. A

37,347,298

5.98


Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

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
date
x

Exercise/
Conversion Period
xi

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
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 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

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

 

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)

 

Price(s)

Volume(s)



£0.15

821,422 - Purchased by Fenwood Global Ltd



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

 

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)

 

Price(s)

Volume(s)



£0.15

218,522 - Purchased by Pete Gardner



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] Net present value using a 10% forward discount rate

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