Last checked at 8 Aug 2018 15:11
8 August 2018
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 IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN RAINBOW RARE EARTHS LIMITED OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF RAINBOW RARE EARTHS LIMITED.
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.
FOR IMMEDIATE RELEASE
8 August 2018
Rainbow Rare Earths Limited("Rainbow" or the "Company")
Result of Placing
Further to the announcement made earlier today, Rainbow is pleased to announce a conditional placing (the "Placing") and TechMet Subscription (the "TechMet Subscription") of 13,146,873 new ordinary shares (the "New Ordinary Shares") to raise USD$2 million (before expenses) with new and existing shareholders at an Issue Price of 12 pence per New Ordinary Shares (the "Placing Price"). The Placing Price represents a discount of approximately 3 per cent. to the closing middle market price of 12.38 pence per Existing Ordinary Share on 7 August 2018, the last business day before the announcement of the Placing.
Application will be made for the New Ordinary Shares to be admitted to the Official List and to trading with effect from 16 August 2018.
Total voting rights
Following the issue of the New Ordinary Shares the Company will have 187,907,345 Ordinary Shares in issue.
The above figure of 187,907,345 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.
Capitalised terms used in this Announcement shall have the meanings given to such terms in the Company's announcement this morning.
Participation in the Placing by the Directors/PDMRs
Certain of the Directors/PDMRs have, in aggregate, subscribed for a total of 3,346,874 New Ordinary Shares. The participation of certain of the Directors in the Placing is detailed below.
Director
| Number of New Ordinary Shares subscribed for | Holding of Ordinary Shares following subscription
| Ordinary Share holding as a percentage of enlarged share capital |
Adonis Pouroulis | 2,496,917 | 47,848,861 | 25.46% |
Robert Sinclair | 291,624 | 4,262,870 | 2.27% |
Atul Bali | 416,667 | 1,569,105 | 0.84% |
Martin Eales | 83,333 | 2,340,632 | 1.25% |
Jim Wynn | 58,333 | 177,493 | 0.09% |
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 |
St Brides Partners Ltd | Lottie Wadham Susie Geliher | 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 | Purchase of Shares of No Par Value | |
c) | Price(s) and volume(s)
| Price(s) | Volume(s) |
£0.12 | 3,330,250 | ||
d) | Aggregated information
- Aggregated volume - Price
|
Single transaction
| |
e) | Date of the transaction | 2018-08-08 | |
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 | Purchase of Shares of No Par Value | |
c) | Price(s) and volume(s)
| Price(s) | Volume(s) |
£0.12 | 291,624 | ||
d) | Aggregated information
- Aggregated volume - Price
|
Single transaction
| |
e) | Date of the transaction | 2018-08-08 | |
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 | Purchase of Shares of No Par Value | |
c) | Price(s) and volume(s)
| Price(s) | Volume(s) |
£0.12 | 416,667 | ||
d) | Aggregated information
- Aggregated volume - Price
|
Single transaction
| |
e) | Date of the transaction | 2018-08-08 | |
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 | Purchase of Shares of No Par Value | |
c) | Price(s) and volume(s)
| Price(s) | Volume(s) |
£0.12 | 83,333 | ||
d) | Aggregated information
- Aggregated volume - Price
|
Single transaction
| |
e) | Date of the transaction | 2018-08-08 | |
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 | Purchase of Shares of No Par Value | |
c) | Price(s) and volume(s)
| Price(s) | Volume(s) |
£0.12 | 58,333 | ||
d) | Aggregated information
- Aggregated volume - Price
|
Single transaction
| |
e) | Date of the transaction | 2018-08-08 | |
f) | Place of the transaction | Outside of a trading venue | |