Conditional shares issue & share options exercise
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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 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% |
- Adonis Pouroulis' holding includes shares held by Pella Ventures Limited, which is beneficially owned by Adonis Pouroulis.
- George Bennett's holding includes shares held by Pipestone Capital Inc, which is beneficially owned by George Bennett.
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 | X |
An acquisition or disposal of financial instruments
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 : | 11.12.2023 |
| 6. Date on which issuer notified (DD/MM/YYYY): | 05.12.2023 |
- 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 | 14.01 | 88,322,329 | ||
| Position of previous notification (if applicable) | 13.47 | |||
| 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 | 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 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 | 05.12.2023 |
| 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 | X |
An acquisition or disposal of financial instruments
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
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 |
- 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 | 6.16 | 38,805,298 | ||
| Position of previous notification (if applicable) | 5.98 | |||
| 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 | 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 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 | 05.12.2023 |
| 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
| Other (please specify) iii : Dilution from issue of new ordinary shares | X |
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 : | 11.12.2023 |
| 6. Date on which issuer notified (DD/MM/YYYY): | 05.12.2023 |
- 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 | 11.93 | 75,206,112 | ||
| Position of previous notification (if applicable) | 12.04 | |||
| 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 | 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 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 | 05.12.2023 | |||||
| 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 | ||||
| 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 Pella Ventures Ltd | ||||
| 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 | ||||
| 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 | ||||
| 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) | Price(s) Volume(s) £Nil 1,458,000 - issued further to exercise of share options | ||||
| 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] Net present value using a 10% forward discount rate
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