Source - RNS
RNS Number : 0580L
Berkeley Energia Limited
28 September 2016
 

BERKELEY ENERGIA LIMITED

 

AIM RELEASE  |  28 September 2016  n class="lb">Berkeley Energia Limited (Company) announces that 40,000 fully paid ordinary shares have been issued to a key consultant as part of their service fees.

 

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 3 October 2016 (Admission).

 

The Company's issued ordinary share capital following Admission will be 200,708,023 ordinary shares.

 

The above figure of 200,708,023 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.

 

For further information please contact:

Berkeley Energia Limited

+44 20 7478 3900

Paul Atherley, Managing Director

[email protected]

Hugo Schumann, Corporate Manager




WH Ireland Limited (Nominated Adviser and Joint Broker)

+44 20 7220 1666

Paul Shackleton


Nick Prowting


Jay Ashfield




Peel Hunt LLP (Joint Broker)

+44 20 7418 8900

Matthew Armitt


Ross Allister


Chris Burrows




Buchanan

+44 207 466 5000

Bobby Morse, Senior Partner

[email protected]

Anna Michniewicz, Account Director


 

 

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 issued or to be issued

 

Ordinary shares

 

 




 

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

 

40,000

 




 

3

Principal terms of 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)

Ordinary fully paid shares

 

 




 

4

Do the +securities 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

Yes

 




 

5

Issue price or consideration

 

Nil - see below

 

 






 

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

 

Issue of ordinary fully paid shares to a key consultant as part of their service fees equivalent to $0.75 per share




 



 

6a

Is the entity an +eligible 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

Yes




 



 

6b

The date the security holder resolution under rule 7.1A was passed

27 November 2015




 



 

6c

Number of +securities issued without security holder approval under rule 7.1

40,000




 



 

6d

Number of +securities issued with security holder approval under rule 7.1A

Nil




 



 

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

 

Nil




 



 

6f

Number of +securities issued under an exception in rule 7.2

Nil




 



 

6g

If +securities issued 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.

Not applicable




 



 

6h

If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

Not applicable




 



 

6i

Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

7.1 - 16,758,749  securities

7.1A - 18,953,632 securities




 

7

+Issue dates

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.

28 September 2016






Number

+Class

8

Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

 

 

 

200,708,023

Ordinary shares

 



Number

+Class

 

9

Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

 

 

 

3,600,000

 

 

150,000

 

 

150,000

 

 

200,000

 

 

3,600,000

 

 

8,210,000

Options exercisable at £0.15 each on or before 30  June 2018

 

Options exercisable at £0.25 each on or before 30  June 2018

 

Options exercisable at £0.30 each on or before 30  June 2018

 

Options exercisable at £0.40 each on or before 30  June 2018

 

Options exercisable at £0.20 each on or before 30  June 2019

 

Performance Share Rights subject to various performance conditions to be satisfied prior to relevant milestones or expiry dates between 31 December 2018 and 31 December 2019

 




 

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Not applicable

 

 

Part 2 ‑ Pro rata issue

 

11

Is security holder approval required?

 

Not applicable




12

Is the issue renounceable or non-renounceable?

Not applicable




13

Ratio in which the +securities will be offered

Not applicable




14

+Class of +securities to which the offer relates

Not applicable




15

+Record date to determine entitlements

Not applicable




16

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

Not applicable




17

Policy for deciding entitlements in relation to fractions

 

Not applicable




18

Names of countries 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.

Not applicable




19

Closing date for receipt of acceptances or renunciations

Not applicable




20

Names of any underwriters

 

 

Not applicable




21

Amount of any underwriting fee or commission

Not applicable




22

Names of any brokers to the issue

 

 

Not applicable




23

Fee or commission payable to the broker to the issue

Not applicable




24

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

Not applicable




25

If the issue is contingent on security holders' approval, the date of the meeting

Not applicable




26

Date entitlement and acceptance form and offer documents will be sent to persons entitled

Not applicable




27

If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

Not applicable




28

Date rights trading will begin (if applicable)

Not applicable




29

Date rights trading will end (if applicable)

 

 

Not applicable




30

How do security holders sell their entitlements in full through a broker?

Not applicable




31

How do security holders sell part of their entitlements through a broker and accept for the balance?

Not applicable




32

How do security holders dispose of their entitlements (except by sale through a broker)?

Not applicable




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 for which +quotation is sought

 

Not applicable

 




 

39

+Class of +securities for which quotation is sought

 

Not applicable

 




 

40

Do the +securities 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

Not applicable

 




 

41

Reason for request 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)

 

Not applicable

 




 



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.

 

 

Sign here:          ............................................................            Date: 28 September 2016

                        (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

180,361,323

Add the following:

•    Number of fully paid +ordinary securities issued in 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

 

1,330,000 (23 December 2015)

500,000 (19 May 2016)

5,000,000 (17 June 2016)

2,345,000 (29 July 2016)

Subtract the number of fully paid +ordinary securities cancelled during that 12 month period

Nil

"A"

189,536,323

Step 2: Calculate 15% of "A"

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

28,430,448

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 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




120,000 (23 December 2015)

500,000 (12 February 2016)

11,011,700 (19 May 2016)

40,000 (28 September 2016)

"C"

11,671,700

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

28,430,448

Subtract "C"

Note: number must be same as shown in Step 3

11,671,700

Total ["A" x 0.15] - "C"

16,758,749

[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

189,536,323

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

18,953,632

Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used

Insert number of +equity 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

Nil

"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

18,953,632

Subtract "E"

Note: number must be same as shown in Step 3

Nil

Total ["A" x 0.10] - "E"

18,953,632

Note: this is the remaining placement capacity under rule 7.1A

 

28 September 2016

 

NOTICE UNDER SECTION 708A

 

Berkeley Energia Limited ("the Company") has today issued 40,000 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 Corporations 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
 
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