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ROBERT WALTERS PLC — Share Issue/Capital Change 2019
Jul 3, 2019
4796_rns_2019-07-03_34a8429a-ddbe-461e-8791-b745fccfdb64.html
Share Issue/Capital Change
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RNS Number : 4094E
Rainbow Rare Earths Limited
03 July 2019
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 |
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
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