Admission of First Tranche of Placing Shares
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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 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% |
- 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.
- 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.
- 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.
Appendix
TR-1: Standard form for notification of major holdings
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii : | Rainbow Rare Earths Limited |
- Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
| Non-UK issuer | X |
- 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 :
Details of person subject to the notification obligation iv
| Name | Adonis Pouroulis |
City and country of registered office (if applicable)
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 |
- 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 | |||
| 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 | ||
| B 1: Financial Instruments according to DTR5.3.1R (1) (a) | ||||
| 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 | |||||
| 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 | ||
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
Additional information xvi
| Place of completion | Guernsey |
|---|---|
| Date of completion | 5.10.2023 |
| TR-1: Standard form for notification of major holdings | |
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii : | Rainbow Rare Earths Limited |
- Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
| Non-UK issuer | X |
- 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 :
Details of person subject to the notification obligation iv
| Name | TechMet Limited |
| City and country of registered office (if applicable) | Dublin, Ireland |
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 |
- 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 | |||
| 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 | ||
| B 1: Financial Instruments according to DTR5.3.1R (1) (a) | ||||
| 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 | |||||
| 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 | ||
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
Additional information xvi
| Place of completion | Ireland |
|---|---|
| Date of completion | 5.10.2023 |
| TR-1: Standard form for notification of major holdings | |
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii : | Rainbow Rare Earths Limited |
- Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
| Non-UK issuer | X |
- 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 :
Details of person subject to the notification obligation iv
| Name | Caden Holdings Limited |
| City and country of registered office (if applicable) | Gibraltar |
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 |
- 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 | |||
| 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 | ||
| B 1: Financial Instruments according to DTR5.3.1R (1) (a) | ||||
| 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 | |||||
| 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 | ||
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
Additional information xvi
| Place of completion | Gibraltar |
|---|---|
| Date of completion | 5.10.2023 |
| TR-1: Standard form for notification of major holdings | |
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii : | Rainbow Rare Earths Limited |
- Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
| Non-UK issuer | X |
- 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 :
Details of person subject to the notification obligation iv
| Name | George Bennett |
City and country of registered office (if applicable)
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 |
- 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 | |||
| 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 | ||
| B 1: Financial Instruments according to DTR5.3.1R (1) (a) | ||||
| 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 | |||||
| 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 | ||
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
Additional information xvi
| Place of completion | Portugal | |||||
| Date of completion | 5.10.2023 | |||||
| 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 | ||||
| a) | Name | Rainbow Rare Earths Limited | ||||
| b) | LEI | 213800HONYSAXTG6KS11 | ||||
| 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) |
- 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 | ||||
| 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 | ||||
| a) | Name | Rainbow Rare Earths Limited | ||||
| b) | LEI | 213800HONYSAXTG6KS11 | ||||
| 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) |
- 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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