Company Announcements

Grant of Share Based Remuneration

Source: RNS
RNS Number : 5851C
Rainbow Rare Earths Limited
03 September 2024
 

3 September 2024

Rainbow Rare Earths Limited

("Rainbow" or "the Company" and together with its subsidiaries "the Group")

LSE: RBW

 

Grant of Share Based Remuneration

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%

 

Further disclosures as required for the notification of PDMRs are included in the Appendix to this announcement.

 

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

George Bennett

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)

 

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

 

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

Pete Gardner

2

Reason for the notification

a)

Position/status

PDMR

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)

 

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

 

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)

 

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

 

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)

 

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

 

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)

 

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

 

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

George Bennett

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

 

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

 

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

Adonis Pouroulis

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

 

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

 

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

Alex Lowrie

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

 

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

 

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

Pete Gardner

2

Reason for the notification

a)

Position/status

PDMR

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

 

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

 

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

Dave Dodd

2

Reason for the notification

a)

Position/status

PDMR

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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

cathym@rainbowrareearths.com

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

rainbowrareearths@tavistock.co.uk

 

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 the identification and development of secondary rare earth deposits that can be brought into production quicker and at a lower cost than traditional hard rock mining projects, with a focus on the permanent magnet rare earth elements neodymium and praseodymium, dysprosium and terbium.

The Company is focused on the development of the Phalaborwa Rare Earths Project in South Africa and the earlier stage Uberaba Project in Brazil. Both projects entail the recovery of rare earths from phosphogypsum stacks that occur as the by-product of phosphoric acid production, with the original source rock for both deposits being a hardrock carbonatite. Rainbow intends to use a continuous ion exchange / continuous ion chromatography separation technique, which simplifies the process of producing separated rare earth oxides (versus traditional solvent extraction), leading to cost and environmental benefits.

The Phalaborwa Preliminary Economic Assessment has confirmed strong base line economics for the project, which has a base case NPV10 of US$627 million, an average EBITDA operating margin of 75% and a payback period of < two years.

More information is available at www.rainbowrareearths.com.

 

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