Placing to Raise £4.3 million

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

 

This ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA.

 

 

FOR IMMEDIATE RELEASE

3 July 2019

 

Rainbow Rare Earths Limited ("Rainbow" or the "Company") (LSE: RBW)

 

Result of Placing

 

Further to the announcement made earlier today, Rainbow, the high-grade rare earth producer, is pleased to announce the result of the conditional placing (the "Placing") and conditional subscription (the "Subscription"). The Company has received orders for a total of 144,703,421 new ordinary shares (the "New Ordinary Shares") raising £4.3 million (USD$5.5 million) (before expenses) with new and existing shareholders at an Issue Price of 3 pence per New Ordinary Shares (the "Placing Price"). The Placing Price represents a discount of approximately 21.1 per cent. to the closing middle market price of 3.8 pence per Existing Ordinary Share on 2 July 2019, the last business day before the announcement of the Placing.

 

Circular and notice of Extraordinary General Meeting

 

Completion of the Placing and the Subscription is subject to, inter alia, publication of the Prospectus and Shareholder approval of certain resolutions to authorise the issue of new Ordinary Shares which will be sought at a general meeting of the Company to be convened for that purpose (the "Extraordinary General Meeting"). If the relevant resolutions are not approved, the Placing will not be able to proceed.

 

A circular containing details and notice of the Extraordinary General Meeting, to be held at 10.00 a.m. on 19 July 2019 at the offices of Rainbow at Trafalgar Court, Admiral Park, St Peter Port, Guernsey, GY1 3EL to, inter alia, pass the resolutions required to enable the Company to implement the Transaction, is expected to be published and despatched to Shareholders today. Following its publication, the circular will be available on the Company's website www.rainbowrareearths.com.  

 

Total voting rights

 

As previously announced on 10 June 2019, The Lind Partners LLC is due 17,843,891 new Ordinary Shares in connection with a loan conversion upon publication of a prospectus. The Company has also agreed to convert an additional outstanding debt into 1,428,571 new Ordinary Shares. It is anticipated these respective share issues will be admitted to trading at the same time as the New Ordinary Shares.

 

As such, post the Extraordinary General Meeting, the Company will have 380,314,883 Ordinary Shares in issue.

 

The above figure of 380,314,883 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 and Transparency Rules.

 

The Placing is conditional on, among other things:

 

(i)            the relevant resolutions being passed at the Extraordinary General Meeting (or, with the Joint Brokers' written consent, at any adjournment thereof);

 

(ii)           Admission becoming effective by not later than 8.00 a.m. on 22 July 2019 (or such later time and/or date as the Company and the Joint Brokers may agree); and

 

(iii)         the Placing Agreement otherwise becoming unconditional in all respects and not having been terminated in accordance with its terms prior to Admission.

 

Capitalised terms used in this Announcement shall have the meanings given to such terms in the Company's announcement this morning.

 

Conversion and Subscriptions by Directors

 

On 7 May 2019, Rainbow announced that it had entered into a convertible loan facility of US$700,000 with its largest shareholder, Pella Ventures Limited, in which the Company's Chairman Adonis Pouroulis has a beneficial interest.  The terms of the convertible loan facility allow for Rainbow to convert the balance and any outstanding interest into new Ordinary Shares at the same price as any equity fundraising and consequently Rainbow will issue a total of 18,636,040 new Ordinary Shares to Pella Ventures Limited following completion of the Placing in full satisfaction of the Pella Convertible Loan.

 

Alex Lowrie also subscribed for 333,333 new Ordinary Shares as part of the Placing.

 

In addition, the Board of Directors and certain Senior Managers of the Company have agreed to accept new Ordinary Shares at the Placing Price in lieu of outstanding fees and deferred cash bonuses in the following amounts:

 

Name	Position	Amount £	New Ordinary Shares
Adonis Pouroulis	Chairman	14,167	472,222
Shawn McCormick	Non-Executive Director	9,167	305,555
Atul Bali	Non-Executive Director	9,167	305,555
Robert Sinclair	Non-Executive Director	9,167	305,555
Martin Eales	CEO	35,477	1,182,563
Jim Wynn	CFO	25,341	844,688
Gilbert Midende	Director General, Burundi	24,094	803,150
Cesare Morelli	Technical Director	19,209	640,315
TOTAL		145,788	4,859,603

 

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Martin Eales, Chief Executive Officer of the Company.

 

For further information, please contact:

 

Rainbow Rare Earths Ltd	Martin Eales	Tel: +44 (0) 20 3910 4550
Arden Partners plc	Paul Shackleton Benjamin Cryer	Tel: +44 (0) 20 7614 5900
Turner Pope Investments Limited	James Pope	Tel: +44 (0) 20 3621 4120
St Brides Partners Ltd	Priit Piip Isabel de Salis	Tel: +44 (0) 20 7236 1177

 

The notifications below, made in accordance with the requirement of the Market Abuse Regulation, provide further detail in relation to the Director participation in the Placing.

 

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Adonis Pouroulis
2.	Reason for the notification
a)	Position/status	Non-Executive Chairman
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	Shares of No Par Value issued in lieu of outstanding fees and loan note conversion
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		£0.03	19,108,262
d)	Aggregated information   -     Aggregated volume -     Price	Single transaction
e)	Date of the transaction	2019-07-03
f)	Place of the transaction	Outside of a trading venue

 

 

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Robert Sinclair
2.	Reason for the notification
a)	Position/status	Non-Executive 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	Shares of No Par Value issued in lieu of outstanding fees
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		£0.03	305,555
d)	Aggregated information   -     Aggregated volume -     Price	Single transaction
e)	Date of the transaction	2019-07-03
f)	Place of the transaction	Outside of 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	Non-Executive 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	Shares of No Par Value issued in lieu of outstanding fees
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		£0.03	305,555
d)	Aggregated information   -     Aggregated volume -     Price	Single transaction
e)	Date of the transaction	2019-07-03
f)	Place of the transaction	Outside of a trading venue

 

 

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Martin Eales
2.	Reason for the notification
a)	Position/status	CEO
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	Shares of No Par Value issued in lieu of deferred cash bonuses
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		£0.03	1,182,563
d)	Aggregated information   -     Aggregated volume -     Price	Single transaction
e)	Date of the transaction	2019-07-03
f)	Place of the transaction	Outside of a trading venue

 

 

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Alexander Lowrie
2.	Reason for the notification
a)	Position/status	Non-executive 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	Shares of No Par Value subscribed for in connection with the Subscription
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		£0.03	333,333
d)	Aggregated information   -     Aggregated volume -     Price	Single transaction
e)	Date of the transaction	2019-07-03
f)	Place of the transaction	Outside of 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	Non-executive 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	Shares of No Par Value issued in lieu of outstanding fees
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		£0.03	305,555
d)	Aggregated information   -     Aggregated volume -     Price	Single transaction
e)	Date of the transaction	2019-07-03
f)	Place of the transaction	Outside of a trading venue

 

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Jim Wynn
2.	Reason for the notification
a)	Position/status	CFO
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	Shares of No Par Value issued in lieu of deferred cash bonuses
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		£0.03	844,688
d)	Aggregated information   -     Aggregated volume -     Price	Single transaction
e)	Date of the transaction	2019-07-03
f)	Place of the transaction	Outside of a trading venue

 

 

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Gibert Midende
2.	Reason for the notification
a)	Position/status	Director General, Burundi
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	Shares of No Par Value issued in lieu of deferred cash bonuses
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		£0.03	803,150
d)	Aggregated information   -     Aggregated volume -     Price	Single transaction
e)	Date of the transaction	2019-07-03
f)	Place of the transaction	Outside of a trading venue

 

 

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Cesare Morelli
2.	Reason for the notification
a)	Position/status	Technical 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	Shares of No Par Value issued in lieu of deferred cash bonuses
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		£0.03	640,315
d)	Aggregated information   -     Aggregated volume -     Price	Single transaction
e)	Date of the transaction	2019-07-03
f)	Place of the transaction	Outside of a trading venue