Source - RNS
RNS Number : 5493O
Berkeley Energia Limited
18 May 2018
 

BERKELEY ENERGIA LIMITED

 

AIM RELEASE  |  18 May 2018  " class="hh">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 £0.25 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

[email protected]

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 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

 

150,000

 

 

 

 

 

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

 

£0.25

 

 

 

 

 

 

6

Purpose of the issue

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

 

Exercise of unlisted options

 

 

 

 

 

 

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

28 November 2017

 

 

 

 

 

 

6c

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

Nil

 

 

 

 

 

 

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

150,000

 

 

 

 

 

 

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

Rule 7.1 -  38,151,552

Rule 7.1A -  25,463,998

 

 

 

 

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.

18 May 2018

 

 

 

 

 

 

Number

+Class

8

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

 

 

 

254,684,420

Ordinary shares

 

 

 

Number

+Class

9

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

 

 

 

3,500,000

 

 

 

150,000

 

 

 

200,000

 

 

 

3,500,000

 

 

 

8,246,000

 

 

 

 

 

 

 

100,880,000

 

 

 

 

 

 

 

10,088,625

 

 

 

 

 

 

15,132,937

 

 

 

 

 

 

25,221,562

 

 

 

 

Options exercisable at £0.15 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

 

Convertible loan note with a principal amount of US$65 million, convertible into 100,880,000 ordinary shares at a conversion price of £0.50 per share expiring 30 November 2021

 

Options exercisable at £0.60 each, vesting on conversion of the Convertible Loan Note and expiring the earlier of 12 months after vesting or on 30 November 2022

 

Options exercisable at £0.75 each, vesting on conversion of the Convertible Loan Note and expiring the earlier of 18 months after vesting or on 30 May 2023

 

Options exercisable at £1.00 each, vesting on conversion of the Convertible Loan Note and expiring the earlier of 24 months after vesting or on 30 November 2023.

 

 

 

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.

 

                             [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 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

 

150,000 (18 May 2018)

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

Nil

"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 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




22,222 (26 May 2017)

22,222 (3 November 2017)

"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 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

25,463,998

Subtract "E"

Note: number must be same as shown in Step 3

Nil

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.


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