Grant of Share Based Remuneration
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Rainbow Rare Earths announces that pursuant to its Short Term and Long Term Incentive Plans approved in January 2021 and amended in August 2024 to incorporate Restricted Share Units for the benefit of US resident individuals, its Board of Directors, on the recommendation of the Remuneration Committee, has approved the issue of the following share based remuneration, including issues to Directors and Persons Discharging Managerial Responsibility of the Company, as follows:
| Nil Priced Share Options | Restricted Share Units | Ordinary Shares of No Par Value | Total | |
|---|---|---|---|---|
| Directors and Persons Discharging Managerial Responsibility ("PDMR") | ||||
| George Bennett | 1,500,000 | - | 1,697,852 | 3,197,852 |
| Pete Gardner | 900,000 | - | 897,883 | 1,797,883 |
| Dave Dodd | 800,000 | - | - | 800,000 |
| Adonis Pouroulis | 500,000 | - | - | 500,000 |
| Alex Lowrie | 250,000 | - | - | 250,000 |
| Atul Bali | - | 416,667 | 83,333 | 500,000 |
| J Peter Pham | - | 416,667 | 83,333 | 500,000 |
| Shawn McCormick | - | 583,334 | 166,666 | 750,000 |
| Total PDMR | 3,950,000 | 1,416,668 | 2,929,067 | 8,295,735 |
| Other staff | 1,550,000 | - | - | 1,550,000 |
| Grand total | 5,500,000 | 1,416,666 | 2,929,067 | 9,845,735 |
The Nil Priced Share Options will vest in equal tranches over three years from 1 July 2024: one third after 12 months, one third after 24 months and one third after 36 months. After the time-based vesting conditions are met the Nil Priced Share Options can be exercised once the Group has reached a revenue generating stage of development or otherwise in accordance with the scheme rules.
The Restricted Share Units ("RSU") have been issued to comply with US tax requirements for US resident individuals. The RSU scheme mirrors the terms of the existing Rainbow share option scheme, save that the shares are issued on the date of vesting. On 19 May 2023 Atul Bali, J Peter Pham and Shawn McCormick were issued a combined total of 1,000,000 Nil Priced Share Options, the first 33% of which were due to vest on 19 May 2024. These were cancelled prior to vesting and Ordinary Shares will be issued to replace the initial tranche which was due to vest on 19 May 2024 as set out in the table above. The new RSU issue will vest as set out in the table below, which mirrors the time-based vesting conditions of the original Nil Priced Share Options being replaced and the Nil Priced Share Options issued to other personnel:
| 30/6/25 | 30/6/26 | 30/6/27 | |
|---|---|---|---|
| Atul Bali | 166,666 | 166,667 | 83,334 |
| J Peter Pham | 166,666 | 166,667 | 83,334 |
| Shawn McCormick | 250,000 | 250,000 | 83,334 |
| Total | 583,332 | 583,334 | 250,002 |
In addition, new ordinary shares will be issued under the Company's short term incentive scheme to George Bennett, CEO, and Pete Gardner, CFO, as a non-cash bonus. Based on the share price at 30 June 2024 this bonus is calculated as 64% and 48% of their respective base salaries.
In aggregate, the share-based incentives granted above represent 1.5% of the existing issued share capital of the Company prior to this award. Following this award the Company has 23,313,368 share-based incentive awards in issue under the incentive schemes, representing 3.6% of the existing issued share capital, including 11,300,000 Nil Priced Share Options, 1,416,668 Restricted Share Units and 10,596,700 other share options with a weighted average exercise price of 13.62 pence per share.
An application will be made for the 2,929,067 Ordinary Shares to be issued pursuant to the subscription to be 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 ("Admission"). It is expected that Admission will become effective and that dealing in the Ordinary Shares will commence on or around 6 September 2024. The new Ordinary Shares will rank pari passu with the existing Ordinary Shares. Following Admission, the Company will have 643,688,150 Ordinary Shares in issue. This figure 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.
Following the admission of the new Ordinary Shares the beneficial ownership of the Company by persons discharging managerial responsibility ("PDMR") are as follows:
| Name | No. of Ordinary Shares held prior to the Award | % interest in Ordinary Shares held prior to the Award | No. of Ordinary Shares held immediately following Admission | % interest in Ordinary Shares immediately following Admission |
| Adonis Pouroulis | 89,466,830 | 13.96% | 89,466,830 | 13.90% |
| George Bennett | 38,805,298 | 6.06% | 40,503,150 | 6.29% |
| Alex Lowrie | 6,838,124 | 1.07% | 6,838,124 | 1.06% |
| Atul Bali | 4,420,992 | 0.69% | 4,504,325 | 0.70% |
| J Peter Pham | 631,500 | 0.10% | 714,833 | 0.11% |
| Shawn McCormick | 9,316,571 | 1.45% | 9,483,237 | 1.47% |
| Darryll Castle | 821,422 | 0.13% | 821,422 | 0.13% |
| Pete Gardner | 618,522 | 0.10% | 1,516,405 | 0.24% |
| Dave Dodd | 1,500,000 | 0.23% | 1,500,000 | 0.23% |
| 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 | Issue of incentive award shares | ||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 1,697,852 | ||
| d) | Aggregated information Aggregated volume - Price | 1,697,852 Nil | ||
| e) | Date of the transaction | 3 September 2024 Note: the Company is not considered in a close period at the time of this transaction. | ||
| f) | Place of the transaction | Outside 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 | PDMR | ||
| 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 | Issue of incentive award shares | ||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 897,883 | ||
| d) | Aggregated information Aggregated volume - Price | 897,883 Nil | ||
| e) | Date of the transaction | 3 September 2024 Note: the Company is not considered in a close period at the time of this transaction. | ||
| f) | Place of the transaction | Outside a trading venue | ||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||
| a) | Name | Shawn McCormick | ||
| 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 | Issue of incentive award shares | ||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 166,666 | ||
| d) | Aggregated information Aggregated volume - Price | 166,666 Nil | ||
| e) | Date of the transaction | 3 September 2024 Note: the Company is not considered in a close period at the time of this transaction. | ||
| f) | Place of the transaction | Outside a trading venue | ||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||
| a) | Name | Atul Bali | ||
| 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 | Issue of incentive award shares | ||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 83,333 | ||
| d) | Aggregated information Aggregated volume - Price | 83,333 Nil | ||
| e) | Date of the transaction | 3 September 2024 Note: the Company is not considered in a close period at the time of this transaction. | ||
| f) | Place of the transaction | Outside a trading venue | ||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||
| a) | Name | J Peter Pham | ||
| 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 | Issue of incentive award shares | ||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 83,333 | ||
| d) | Aggregated information Aggregated volume - Price | 83,333 Nil | ||
| e) | Date of the transaction | 3 September 2024 Note: the Company is not considered in a close period at the time of this transaction. | ||
| f) | Place of the transaction | Outside 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 | Award of nil priced options . | ||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 1,500,000 | ||
| d) | Aggregated information Aggregated volume - Price | 1,500,000 Nil | ||
| e) | Date of the transaction | 2 September 2024 Note: the Company is not considered in a close period at the time of this transaction. | ||
| f) | Place of the transaction | Outside a trading venue | ||
| 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 | Award of nil priced options . | ||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 500,000 | ||
| d) | Aggregated information Aggregated volume - Price | 500,000 Nil | ||
| e) | Date of the transaction | 2 September 2024 Note: the Company is not considered in a close period at the time of this transaction. | ||
| f) | Place of the transaction | Outside a trading venue | ||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||
| a) | Name | Alex Lowrie | ||
| 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 | Award of nil priced options . | ||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 250,000 | ||
| d) | Aggregated information Aggregated volume - Price | 250,000 Nil | ||
| e) | Date of the transaction | 2 September 2024 Note: the Company is not considered in a close period at the time of this transaction. | ||
| f) | Place of the transaction | Outside 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 | PDMR | ||
| 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 | Award of nil priced options . | ||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 900,000 | ||
| d) | Aggregated information Aggregated volume - Price | 900,000 Nil | ||
| e) | Date of the transaction | 2 September 2024 Note: the Company is not considered in a close period at the time of this transaction. | ||
| f) | Place of the transaction | Outside a trading venue | ||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||
| a) | Name | Dave Dodd | ||
| 2 | Reason for the notification | |||
| a) | Position/status | PDMR | ||
| 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 | Award of nil priced options . | ||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 800,000 | ||
| d) | Aggregated information Aggregated volume - Price | 800,000 Nil | ||
| e) | Date of the transaction | 2 September 2024 Note: the Company is not considered in a close period at the time of this transaction. | ||
| f) | Place of the transaction | Outside a trading venue | ||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||
| a) | Name | Shawn McCormick | ||
| 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 | Award of restricted share units. | ||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 583,334 | ||
| d) | Aggregated information Aggregated volume - Price | 583,334 Nil | ||
| e) | Date of the transaction | 2 September 2024 Note: the Company is not considered in a close period at the time of this transaction. | ||
| f) | Place of the transaction | Outside a trading venue | ||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||
| a) | Name | Atul Bali | ||
| 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 | Award of restricted share units. | ||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 416,667 | ||
| d) | Aggregated information Aggregated volume - Price | 416,667 Nil | ||
| e) | Date of the transaction | 2 September 2024 Note: the Company is not considered in a close period at the time of this transaction. | ||
| f) | Place of the transaction | Outside a trading venue | ||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||
| a) | Name | J Peter Pham | ||
| 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 | Award of restricted share units. | ||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 416,667 | ||
| d) | Aggregated information Aggregated volume - Price | 416,667 Nil | ||
| e) | Date of the transaction | 2 September 2024 Note: the Company is not considered in a close period at the time of this transaction. | ||
| f) | Place of the transaction | Outside a trading venue |
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