TIDMBKY
RNS Number : 9829E
Berkeley Resources Limited
17 May 2013
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX
as soon as available. Information and documents given to ASX become
ASX's property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98,
01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05,
01/08/12, 04/03/13
Name of entity
Berkeley Resources Limited
---------------------------
ABN
40 052 468 569
---------------
We (the entity) give ASX the following information.
Part 1 -- All issues
You must complete the relevant sections (attach sheets if there
is not enough space).
1 +Class of +securities Ordinary fully paid shares
issued or to be issued
Number of +securities
issued or to be issued
(if known) or maximum
number which may be
2 issued 50
3 Principal terms of Ordinary fully paid shares
the +securities (e.g.
if options, exercise
price and expiry date;
if partly paid +securities,
the amount outstanding
and due dates for
payment; if +convertible
securities, the conversion
price and dates for
conversion)
---------------------------
4 Do the +securities Yes
rank equally in all
respects from the
+issue date with an
existing +class of
quoted +securities?
If the additional
+securities do not
rank equally, please
state:
* the date from which they do
* the extent to which they participate for the next
dividend, (in the case of a trust, distribution) or
interest payment
* the extent to which they do not rank equally, other
than in relation to the next dividend, distribution
or interest payment
-----------------------------------
5 Issue price or consideration $0.75 each
-----------------------------------
Purpose of the issue Exercise of $0.75 listed options
(If issued as consideration
6 for the acquisition
of assets, clearly
identify those assets)
-----------------------------------
Is the entity an +eligible Yes
entity that has obtained
6a security holder approval
under rule 7.1A?
If Yes, complete sections
6b - 6h in relation
to the +securities
the subject of this
Appendix 3B, and comply
with section 6i
-----------------------------------
The date the security 29 November 2012
holder resolution
6b under rule 7.1A was
passed
-----------------------------------
Number of +securities
issued without security
holder approval under
6c rule 7.1 50
-----------------------------------
Number of +securities Nil
issued with security
6d holder approval under
rule 7.1A
-----------------------------------
Number of +securities Nil
issued with security
6e holder approval under
rule 7.3, or another
specific security
holder approval (specify
date of meeting)
-----------------------------------
Number of +securities
issued under an exception
6f in rule 7.2 50
-----------------------------------
If +securities issued Not applicable
under rule 7.1A, was
6g issue price at least
75% of 15 day VWAP
as calculated under
rule 7.1A.3? Include
the +issue date and
both values. Include
the source of the
VWAP calculation.
-----------------------------------
If +securities were Not applicable
issued under rule
6h 7.1A for non-cash
consideration, state
date on which valuation
of consideration was
released to ASX Market
Announcements
-----------------------------------
Calculate the entity's 7.1 - 26,908,998
remaining issue capacity
under rule 7.1 and
rule 7.1A - complete
Annexure 1 and release
to ASX Market Announcements
7.1A - 17,939,332
6i
-----------------------------------
7 +Issue dates 17 May 2013
Note: The issue date
may be prescribed
by ASX (refer to the
definition of issue
date in rule 19.12).
For example, the issue
date for a pro rata
entitlement issue
must comply with the
applicable timetable
in Appendix 7A.
Cross reference: item
33 of Appendix 3B.
Number +Class
---------------- -----------------
Number and +class
of all +securities
quoted on ASX (including
the +securities in
8 section 2 if applicable) 179,393,323 Ordinary shares
---------------- -----------------
Number +Class
----------- -------------------
$1.25 Incentive
Options
$1.35 Incentive
Options
$0.41 Incentive
Options
1,000,000 $0.475 Incentive
Number and +class 2,241,666 Options
of all +securities 1,000,000 $0.45 Unlisted
not quoted on ASX 1,750,000 Options
(including the +securities 5,500,000 Performance Share
9 in section 2 if applicable) 4,672,000 Rights
----------- -------------------
10 Dividend policy (in Not applicable
the case of a trust,
distribution policy)
on the increased capital
(interests)
--------------------------------
Part 2 -- Pro rata issue
11 Is security holder Not applicable
approval required?
---------------
12 Is the issue renounceable Not applicable
or non-renounceable?
---------------
13 Ratio in which the Not applicable
+securities will be
offered
14 +Class of +securities Not applicable
to which the offer
relates
---------------
15 +Record date to determine Not applicable
entitlements
---------------
16 Will holdings on different Not applicable
registers (or subregisters)
be aggregated for calculating
entitlements?
---------------
17 Policy for deciding Not applicable
entitlements in relation
to fractions
---------------
18 Names of countries Not applicable
in which the entity
has security holders
who will not be sent
new offer documents
Note: Security holders
must be told how their
entitlements are to
be dealt with.
Cross reference: rule
7.7.
---------------
19 Closing date for receipt Not applicable
of acceptances or renunciations
---------------
20 Names of any underwriters Not applicable
---------------
21 Amount of any underwriting Not applicable
fee or commission
---------------
22 Names of any brokers Not applicable
to the issue
---------------
23 Fee or commission payable Not applicable
to the broker to the
issue
---------------
24 Amount of any handling Not applicable
fee payable to brokers
who lodge acceptances
or renunciations on
behalf of security
holders
---------------
25 If the issue is contingent Not applicable
on security holders'
approval, the date
of the meeting
---------------
26 Date entitlement and Not applicable
acceptance form and
offer documents will
be sent to persons
entitled
---------------
27 If the entity has issued Not applicable
options, and the terms
entitle option holders
to participate on exercise,
the date on which notices
will be sent to option
holders
---------------
28 Date rights trading Not applicable
will begin (if applicable)
---------------
29 Date rights trading Not applicable
will end (if applicable)
---------------
30 How do security holders Not applicable
sell their entitlements
in full through a broker?
---------------
31 How do security holders Not applicable
sell part of their
entitlements through
a broker and accept
for the balance?
---------------
32 How do security holders Not applicable
dispose of their entitlements
(except by sale through
a broker)?
---------------
33 +Issue date Not applicable
---------------
Part 3 -- Quotation of securities
You need only complete this section if you are applying for
quotation of securities
34 Type of +securities
(tick one)
(a) +Securities described in Part 1
(b) All other +securities
Example: restricted securities at the end of the
escrowed period, partly paid securities that become
fully paid, employee incentive share securities
when restriction ends, securities issued on expiry
or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing
the information or documents
35 If the +securities are +equity securities, the
names of the 20 largest holders of the additional
+securities, and the number and percentage of
additional +securities held by those holders
36 If the +securities are +equity securities, a distribution
schedule of the additional +securities setting
out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37 A copy of any trust deed for the additional +securities
Entities that have ticked box 34(b)
38 Number of +securities Not applicable
for which +quotation
is sought
39 +Class of +securities Not applicable
for which quotation
is sought
--------------------------------
40 Do the +securities Not applicable
rank equally in all
respects from the +issue
date with an existing
+class of quoted +securities?
If the additional +securities
do not rank equally,
please state:
* the date from which they do
* the extent to which they participate for the next
dividend, (in the case of a trust, distribution) or
interest payment
* the extent to which they do not rank equally, other
than in relation to the next dividend, distribution
or interest payment
41 Reason for request Not applicable
for quotation now
Example: In the case
of restricted securities,
end of restriction
period
(if issued upon conversion
of another +security,
clearly identify that
other +security)
--------------------------------
Number +Class
--------------- ---------------
42 Number and +class of Not Applicable Not Applicable
all +securities quoted
on ASX (including the
+securities in clause
38)
--------------- ---------------
Quotation agreement
1 +Quotation of our additional +securities is in ASX's absolute
discretion. ASX may quote the +securities on any conditions it
decides.
2 We warrant the following to ASX.
-- The issue of the +securities to be quoted complies with the
law and is not for an illegal purpose.
-- There is no reason why those +securities should not be granted +quotation.
-- An offer of the (+) securities for sale within 12 months
after their issue will not require disclosure under section 707(3)
or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from
subscribers for the securities in order to be able to give this
warranty
-- Section 724 or section 1016E of the Corporations Act does not
apply to any applications received by us in relation to any
+securities to be quoted and that no-one has any right to return
any +securities to be quoted under sections 737, 738 or 1016F of
the Corporations Act at the time that we request that the
+securities be quoted.
-- If we are a trust, we warrant that no person has the right to
return the +securities to be quoted under section 1019B of the
Corporations Act at the time that we request that the +securities
be quoted.
3 We will indemnify ASX to the fullest extent permitted by law
in respect of any claim, action or expense arising from or
connected with any breach of the warranties in this agreement.
4 We give ASX the information and documents required by this
form. If any information or document is not available now, we will
give it to ASX before +quotation of the +securities begins. We
acknowledge that ASX is relying on the information and documents.
We warrant that they are (will be) true and complete.
Sign here:
............................................................ Date:
17 May 2013
(Director/Company secretary)
Print name: Clint McGhie
== == == == ==
Appendix 3B - Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A
for eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
Rule 7.1 - Issues exceeding 15% of capital
------------------------------------------------------------------------------------
Step 1: Calculate "A", the base figure from which the
placement capacity is calculated
------------------------------------------------------------------------------------
Insert number of fully paid
+ordinary securities on issue
12 months before the +issue
date or date of agreement
to issue 179,298,273
-------------------------------------------------------------- --------------------
Add the following: 95,000 - 10/08/2012
* Number of fully paid +ordinary securities issued in 50 - 17/05/2013
that 12 month period under an exception in rule 7.2
* Number of fully paid +ordinary securities issued in
that 12 month period with shareholder approval
* Number of partly paid +ordinary securities that
became fully paid in that 12 month period
Note:
* Include only ordinary securities here - other classes
of equity securities cannot be added
* Include here (if applicable) the securities the
subject of the Appendix 3B to which this form is
annexed
* It may be useful to set out issues of securities on
different dates as separate line items
-------------------------------------------------------------- --------------------
Subtract the number of fully Nil
paid +ordinary securities
cancelled during that 12
month period
-------------------------------------------------------------- --------------------
"A" 179,393,323
-------------------------------------------------------------- --------------------
Step 2: Calculate 15% of "A"
----------------------------------------------------------------------------------------------
"B" 0.15
[Note: this value cannot be
changed]
------------------------------------------------------------- -------------------------------
Multiply "A" by 0.15 26,908,998
------------------------------------------------------------- -------------------------------
Step 3: Calculate "C", the amount of placement capacity
under rule 7.1 that has already been used
----------------------------------------------------------------------------------------------
Insert number of +equity Nil
securities issued or agreed
to be issued in that 12 month
period not counting those
issued:
* Under an exception in rule 7.2
* Under rule 7.1A
* With security holder approval under rule 7.1 or rule
7.4
Note:
* This applies to equity securities, unless
specifically excluded - not just ordinary securities
* Include here (if applicable) the securities the
subject of the Appendix 3B to which this form is
annexed
* It may be useful to set out issues of securities on
different dates as separate line items
------------------------------------------------------------- -------------------------------
"C" Nil
------------------------------------------------------------- -------------------------------
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining
placement capacity under rule 7.1
----------------------------------------------------------------------------------------------
"A" x 0.15
Note: number must be same
as shown in Step 2 26,908,998
------------------------------------------------------------- -------------------------------
Subtract "C" Nil
Note: number must be same
as shown in Step 3
------------------------------------------------------------- -------------------------------
Total ["A" x 0.15] - "C" 26,908,998
[Note: this is the remaining
placement capacity under rule
7.1]
------------------------------------------------------------- -------------------------------
Part 2
Rule 7.1A - Additional placement capacity for eligible
entities
--------------------------------------------------------------------------------------------
Step 1: Calculate "A", the base figure from which the
placement capacity is calculated
--------------------------------------------------------------------------------------------
"A"
Note: number must be same
as shown in Step 1 of Part
1 179,393,323
-------------------------------------------------------------- ----------------------------
Step 2: Calculate 10% of "A"
--------------------------------------------------------------------------------------------
"D" 0.10
Note: this value cannot be
changed
-------------------------------------------------------------- ----------------------------
Multiply "A" by 0.10 17,939,332
-------------------------------------------------------------- ----------------------------
Step 3: Calculate "E", the amount of placement capacity
under rule 7.1A that has already been used
--------------------------------------------------------------------------------------------
Insert number of +equity Nil
securities issued or agreed
to be issued in that 12 month
period under rule 7.1A
Notes:
* This applies to equity securities - not just ordinary
securities
* Include here - if applicable - the securities the
subject of the Appendix 3B to which this form is
annexed
* Do not include equity securities issued under rule
7.1 (they must be dealt with in Part 1), or for which
specific security holder approval has been obtained
* It may be useful to set out issues of securities on
different dates as separate line items
-------------------------------------------------------------- ----------------------------
"E" Nil
-------------------------------------------------------------- ----------------------------
Step 4: Subtract "E" from ["A" x "D"] to calculate remaining
placement capacity under rule 7.1A
----------------------------------------------------------------
"A" x 0.10
Note: number must be same
as shown in Step 2 17,939,332
------------------------------ --------------------------------
Subtract "E" Nil
Note: number must be same
as shown in Step 3
------------------------------ --------------------------------
Total ["A" x 0.10] - "E" 17,939,332
Note: this is the remaining
placement capacity under rule
7.1A
------------------------------ --------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
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