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Rainbow Rare Earths Limited announced the issue of 583,332 Ordinary Shares to Directors Atul Bali (166,666), J Peter Pham (166,666), and Shawn McCormick (250,000) under its Long Term Incentive Plan. These shares, representing the first tranche of Restricted Share Units that vested on June 30, 2025, are expected to be admitted to trading on the London Stock Exchange on or around July 9, 2025. Following admission, the Company will have 644,271,482 Ordinary Shares in issue.
| Date | 4 Jul 2025 |
| Time | 07:00:07 |
| Category | Capital structure |
| ID | 7251P |
4 July 2025
Rainbow Rare Earths Limited
("Rainbow" or "the Company" and together with its subsidiaries "the Group")
LSE: RBW
Issue of Shares to Directors under Long Term Incentive Plan
On 3 September 2024, Rainbow announced that its Long Term Incentive Plan had been amended in August 2024 to incorporate Restricted Share Units ("RSU") for the benefit of US resident individuals in order to comply with US tax requirements. Accordingly, the first tranche of RSUs vested on 30 June 2025, as per the vesting schedule below.
|
|
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 |
An application will be made for the 583,332 Ordinary Shares 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 9 July 2025. The new Ordinary Shares will rank pari passu with the existing Ordinary Shares. Following Admission, the Company will have 644,271,482 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 |
|
Atul Bali |
4,504,325 |
0.70% |
4,670,991 |
0.73% |
|
J Peter Pham |
714,833 |
0.11% |
881,499 |
0.14% |
|
Shawn McCormick |
9,483,237 |
1.47% |
9,733,237 |
1.51% |
Further disclosures as required for the notification of PDMRs are included in the Appendix to this announcement.
Appendix
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 |
Atul Bali |
||||
|
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
|
Issue of incentive award shares |
||||
|
c) |
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information
Aggregated volume
- Price
|
166,666
Nil |
||||
|
e) |
Date of the transaction
|
9 July 2025 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 |
||||
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 |
J Peter Pham |
||||
|
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
|
Issue of incentive award shares |
||||
|
c) |
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information
Aggregated volume
- Price
|
166,666
Nil |
||||
|
e) |
Date of the transaction
|
9 July 2025 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 |
||||
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 |
Shawn McCormick |
||||
|
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
|
Issue of incentive award shares |
||||
|
c) |
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information
Aggregated volume
- Price
|
250,000
Nil |
||||
|
e) |
Date of the transaction
|
9 July 2025 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 |
||||
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
|
+44 (0) 20 3207 7800 |
|
Stifel
|
Broker |
Ashton Clanfield Varun Talwar
|
+44 20 7710 7600 |
|
Tavistock Communications |
PR/IR |
Charles Vivian Tara Vivian-Neal |
+44 (0) 20 7920 3150 |
Notes to Editors:
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 pioneering the first commercial recovery of rare earth elements from phosphogypsum that occurs as the by-product of phosphoric acid production. These projects eliminate the cost and risk of typical rare earth projects, which involve mining and the production of a rare earth concentrate that must be chemically cracked to form a mixed rare earth carbonate before further downstream processing. As such, Rainbow's projects can be brought into production quicker and at a lower cost than traditional hard rock mining projects.
The Company is focused on the development of the Phalaborwa Project in South Africa and the earlier stage Uberaba Project in Brazil. Rainbow's process will deliver separated rare earth oxides through a single hydrometallurgical plant on site, with a focus on the recovery of neodymium, praseodymium, dysprosium and terbium. These are critical components of the high-performance permanent magnets used in electric vehicles, wind turbines, defence and exciting new markets such as robotics and advanced air mobility.
The Phalaborwa updated interim economic study released in December 2024 has confirmed strong base line economics for the project, which has a base case NPV10 of US$611 million. Given Phalaborwa is a chemical processing operation, with its resource sitting at surface in a chemically cracked form, it has a much lower operating cost than traditional rare earth mining projects, and it is therefore estimated to be the highest margin rare earth project in development today outside of China.
More information is available at www.rainbowrareearths.com or please visit the Company's Curation Connect showcase at: Curation Connect - Rainbow Rare Earths Showcase or https://app.curationconnect.com/company/Rainbow-Rare-Earths-90903