TIDMBKY
RNS Number : 5493O
Berkeley Energia Limited
18 May 2018
BERKELEY ENERGIA LIMITED
AIM RELEASE | 18 May 2018 | AIM: BKY
Issue of shares and Appendix 3B
Berkeley Energia Limited (Company) announces it has issued
150,000 fully paid ordinary shares upon the exercise of 150,000
GBP0.25 unlisted options that were expiring 30 June 2018.
Application has been made to the London Stock Exchange for the
new ordinary shares, which rank pari passu with the Company's
existing issued ordinary shares, to be admitted to trading on AIM
(as depository interests). Dealings are expected to commence on or
around 25 May 2018 (Admission).
The Company's issued ordinary share capital following Admission
is 254,684,420 ordinary shares.
The above figure of 254,684,420 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 share capital of the Company,
under the FCA's Disclosure and Transparency Rules.
An Appendix 3B has been provided below.
Berkeley Energia Limited +44 20 3903 1930
Paul Atherley, Managing Director and CEO info@berkeleyenergia.com
Sean Wade, Chief Commercial Officer
Berenberg (Joint Broker) +44 20 3207 7800
Matthew Armitt
James Brooks
Tamesis Partners (Joint Broker) +44 203 882 2868
Charles Bendon
Richard Greenfield
WH Ireland Limited (Nominated Adviser and Joint Broker) +44 20 7220 1683
Tim Feather, Director
Jessica Cave, Assistant Director
Alex Bond, Executive
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 Energia 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 shares
issued or to be issued
Number of +securities
issued or to be issued
(if known) or maximum
number which may be
2 issued 150,000
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 GBP0.25
---------------------------------
6 Purpose of the issue Exercise of unlisted options
(If issued as consideration
for the acquisition
of assets, clearly
identify those assets)
-----------------------------------------------------------
6a Is the entity an +eligible Yes
entity that has obtained
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
-----------------------------------------------------------
6b The date the security 28 November 2017
holder resolution
under rule 7.1A was
passed
-----------------------------------------------------------
6c Number of +securities Nil
issued without security
holder approval under
rule 7.1
-----------------------------------------------------------
6d Number of +securities Nil
issued with security
holder approval under
rule 7.1A
-----------------------------------------------------------
6e Number of +securities Nil
issued with security
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 7.2 150,000
-----------------------------------------------------------
6g If +securities issued Not applicable
under rule 7.1A, was
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.
-----------------------------------------------------------
6h If +securities were Not applicable
issued under rule
7.1A for non-cash
consideration, state
date on which valuation
of consideration was
released to ASX Market
Announcements
-----------------------------------------------------------
6i Calculate the entity's Rule 7.1 - 38,151,552
remaining issue capacity Rule 7.1A - 25,463,998
under rule 7.1 and
rule 7.1A - complete
Annexure 1 and release
to ASX Market Announcements
-----------------------------------------------------------
7 +Issue dates 18 May 2018
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) 254,684,420 Ordinary shares
----------------------------- ----------------------------
Number +Class
------------------------------- --------------------------
Options exercisable
at GBP0.15 each
on or before 30
June 2018
Options exercisable
at GBP0.30 each
on or before 30
June 2018
Options exercisable
at GBP0.40 each
on or before 30
June 2018
Options exercisable
at GBP0.20 each
on or before 30
June 2019
Performance Share
Rights subject to
various performance
3,500,000 conditions to be
satisfied prior
to relevant milestones
or expiry dates
150,000 between 31 December
2018 and 31 December
2019
200,000 Convertible loan
note with a principal
amount of US$65
million, convertible
3,500,000 into 100,880,000
ordinary shares
at a conversion
price of GBP0.50
8,246,000 per share expiring
30 November 2021
Options exercisable
at GBP0.60 each,
vesting on conversion
of the Convertible
Loan Note and expiring
100,880,000 the earlier of 12
months after vesting
or on 30 November
2022
Options exercisable
at GBP0.75 each,
vesting on conversion
10,088,625 of the Convertible
Loan Note and expiring
the earlier of 18
months after vesting
or on 30 May 2023
Options exercisable
15,132,937 at GBP1.00 each,
vesting on conversion
of the Convertible
Number and +class Loan Note and expiring
of all +securities the earlier of 24
not quoted on ASX months after vesting
(including the +securities or on 30 November
9 in section 2 if applicable) 25,221,562 2023.
------------------------------- --------------------------
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) X +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
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.
[lodged electronically without signature]
Sign here:
............................................................ Date:
18 May 2018
(Director/Company secretary)
Print name: Dylan Browne
== == == == ==
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 254,489,976
-------------------------------------------------------------- -------------------------------
Add the following:
* Number of fully paid +ordinary securities issued in 150,000 (18 May 2018)
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" 254,639,976
-------------------------------------------------------------- -------------------------------
Step 2: Calculate 15% of "A"
-----------------------------------------------------------------------------------------------
"B" 0.15
[Note: this value cannot be
changed]
-------------------------------------------------------------- -------------------------------
Multiply "A" by 0.15 38,195,996
-------------------------------------------------------------- -------------------------------
Step 3: Calculate "C", the amount of placement capacity
under rule 7.1 that has already been used
-----------------------------------------------------------------------------------------------
Insert number of +equity
securities issued or agreed
to be issued in that 12
month period not counting 22,222 (26 May 2017)
those issued: 22,222 (3 November 2017)
* 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" 44,444
-------------------------------------------------------------- -------------------------------
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 38,195,996
-------------------------------------------------------------- -------------------------------
Subtract "C"
Note: number must be same
as shown in Step 3 44,444
-------------------------------------------------------------- -------------------------------
Total ["A" x 0.15] - "C" 38,151,552
[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
1 254,639,976
-------------------------------------------------------------- -----------------------------
Step 2: Calculate 10% of "A"
---------------------------------------------------------------------------------------------
"D" 0.10
Note: this value cannot be
changed
-------------------------------------------------------------- -----------------------------
Multiply "A" by 0.10 25,463,998
-------------------------------------------------------------- -----------------------------
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 25,463,998
-------------------------------------------------------------- -----------------------------
Subtract "E" Nil
Note: number must be same
as shown in Step 3
-------------------------------------------------------------- -----------------------------
Total ["A" x 0.10] - "E" 25,463,998
Note: this is the remaining
placement capacity under
rule 7.1A
-------------------------------------------------------------- -----------------------------
18 May 2018
NOTICE UNDER SECTION 708A
Berkeley Energia Limited ("the Company") has today issued
150,000 fully paid ordinary shares. The issued shares are part of a
class of securities quoted on Australian Securities Exchange
("ASX").
The Company hereby notifies ASX under paragraph 708A(5)(e) of
the Corporations Act 2001 (Cwth)(the "Act") that:
1. the Company issued the securities without disclosure to investors under Part 6D.2 of the Act;
2. as at the date of this notice, the Company has complied with
the provisions of Chapter 2M of the Act as they apply to the
Company, and section 674 of the Act; and
3. as at the date of this notice, there is no information that
is "excluded information" within the meaning of sections 708A(7)
and (8) of the Act.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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