Summary9 Nov 2023 07:24
Perfect Choice8 Nov '23 - 22:38 - 3995 of 3997
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There will be no change in shareholdings. For a start this is a future option yet to be invoked but now available to TechMet. The period to invoke the option is time bound and the RNS states "dependent on the net present value set out in the definitive feasibility study for the project" and "is executable for three months following receipt of a credit approved term sheet for construction debt". So that means the option can be applied when the DFS is completed (currently stated by the end of H2 CY 2024) and the funding requirements are fully defined ready for investment sources to secure that funding.
What TechMet are getting for this option is a direct holding of Phalaborwa itself, not shares in RBW , as per statement "US$50 million to take direct stake in the Phalaborwa project in South Africa"
That $50M is roughly half of the total equity element for funding construction of Phalaborwa, the equity element being around a third of total investment cost required, the rest being debt based funding to be paid back to financial providers from revenues gained, as is typical. GB states this in the brief interview you can see at Https://www.proactiveinvestors.co.uk/companies/news/1032442/rainbow-rare-earths-takes-huge-de-risking-step-with-techmet-deal-1032442.html where at 4 minutes into the video, he states debt will be "60 odd percent of the project, circa two thirds debt and the balance would be equity" for which TechMet in invoking this option would provide half of what is required (the $50M representing 16% of total $295M capital expenditure).
So with this option assumed to be invoked when the time comes to secure all project funding, RBW is only now looking for a further £50M, or about that, equity based funding, plus project debt financing (usually from banks, major financial provider, etc) for the balance.
Normally such equity based element of project funding may be through shares issued for that part of funding, but in this case it does not apply as TechMet are effectively buying part of Phalaborwa (so they will receive a future proportion of income as a result).
However there are 2 benefits, one being lower volume of further shares to be issued to get Phalaborwa underway, the other being it is only Phalaborwa, so other future RBW projects (like Uberaba in Brazil and the % of that RBW could own, I'm expecting 50%) do not feed into what TechMet will own.
Saying that, there is an option for TechMet to change direct ownership to shares, as the RNS states "Rainbow has also granted TechMet a put option to exchange the direct stake in the project for shares in the listed entity at the fair market value of the underlying Phalaborwa stake for a period of two years from the commercial completion of the Phalaborwa project, or at any time in the event of a change in control of Rainbow".
So multiple options here, but unusual to be around a year away from DFS and securing option c