TIDMBKY
RNS Number : 0499S
Berkeley Energia Limited
16 December 2016
BERKELEY ENERGIA LIMITED
AIM RELEASE | 14 DECEMBER 2016 | AIM: BKY
Issue of shares and Appendix 3B
Berkeley Energia Limited (Company) announces it has issued
17,869,572 fully paid ordinary shares.
Application was 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) with Dealings commencing today, 16 December
2016 (Admission).
The Company's issued ordinary share capital following Admission
is 254,289,976 ordinary shares.
The above figure of 254,289,976 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 info@berkeleyenergia.com
Hugo Schumann, Corporate Manager
Peel Hunt LLP (Joint Broker) +44 20 7418 8900
Matthew Armitt
Ross Allister
Chris Burrows
WH Ireland Limited (Nominated
Adviser) +44 20 7220 1666
Paul Shackleton
Nick Prowting
Jay Ashfield
Buchanan +44 207 466 5000
Bobby Morse, Senior Partner BKY@buchanan.uk.com
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 Ordinary shares
issued or to be
issued
Number of +securities
issued or to be
issued (if known)
or maximum number
2 which may be issued 17,869,572
3 Principal terms Ordinary fully paid shares
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)
-------------------------------------
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 GBP0.45 (A$0.73) per
consideration share
-------------------------------------
Purpose of the The net proceeds will
issue be used to accelerate
(If issued as development of the Salamanca
6 consideration mine including construction
for the acquisition of the crushing circuit
of assets, clearly of the centralised processing
identify those facility, land acquisition,
assets) the funding of an environmental
bond, and construction
of buildings and storage
facilities. In addition,
the funding will allow
for the completion of
the EPC and Front End
Engineering Design activities
and provide working capital
-----------------------------------------------------------------
Is the entity Yes
an +eligible 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 22 November 2016
holder resolution
under rule 7.1A
6b was passed
-----------------------------------------------------------------
Number of +securities Nil
issued without
security holder
6c approval under
rule 7.1
-----------------------------------------------------------------
Number of +securities Nil
issued with security
holder approval
6d under rule 7.1A
-----------------------------------------------------------------
Number of +securities 17,869,572 (date of meeting:
issued with security 14 December 2016)
holder approval
6e under rule 7.3,
or another specific
security holder
approval (specify
date of meeting)
-----------------------------------------------------------------
Number of +securities Nil
issued under an
exception in rule
6f 7.2
-----------------------------------------------------------------
If +securities Not applicable
issued under rule
7.1A, was issue
6g 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 Not applicable
were issued under
rule 7.1A for
6h non-cash consideration,
state date on
which valuation
of consideration
was released to
ASX Market Announcements
-----------------------------------------------------------------
Calculate the 7.1 - 37,459,496
entity's remaining
issue capacity
under rule 7.1
and rule 7.1A
- complete Annexure
1 and release
to ASX Market
Announcements
7.1A - 25,412,997
6i
-----------------------------------------------------------------
7 +Issue dates 16 December 2016
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) 254,289,976 Ordinary shares
----------------------------------- ----------------------------
Number +Class
--------------------------------- ----------------------------
Options exercisable
at GBP0.15 each
on or before 30
June 2018
Options exercisable
at GBP0.25 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
3,600,000
Options exercisable
at GBP0.20 each
150,000 on or before 30
June 2019
150,000 Performance Share
Rights subject
to various performance
Number and +class 200,000 conditions to
of all +securities be satisfied prior
not quoted on to relevant milestones
ASX (including 3,600,000 or expiry dates
the +securities between 31 December
in section 2 if 2018 and 31 December
9 applicable) 8,210,000 2019
--------------------------------- ----------------------------
10 Dividend policy Not applicable
(in 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 Not applicable
the +securities
will be offered
14 +Class of +securities Not applicable
to which the offer
relates
---------------
15 +Record date to Not applicable
determine entitlements
---------------
16 Will holdings Not applicable
on different 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 Not applicable
receipt of acceptances
or renunciations
---------------
20 Names of any underwriters Not applicable
---------------
21 Amount of any Not applicable
underwriting fee
or commission
---------------
22 Names of any brokers Not applicable
to the issue
---------------
23 Fee or commission Not applicable
payable to the
broker to the
issue
---------------
24 Amount of any Not applicable
handling fee payable
to brokers who
lodge acceptances
or renunciations
on behalf of security
holders
---------------
25 If the issue is Not applicable
contingent on
security holders'
approval, the
date of the meeting
---------------
26 Date entitlement Not applicable
and acceptance
form and offer
documents will
be sent to persons
entitled
---------------
27 If the entity Not applicable
has issued 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 Not applicable
holders sell their
entitlements in
full through a
broker?
---------------
31 How do security Not applicable
holders sell part
of their entitlements
through a broker
and accept for
the balance?
---------------
32 How do security Not applicable
holders 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 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:
16 December 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 1,330,000 (23 December
that 12 month period under an exception in rule 7.2 2015)
11,511,700 (19 May
2016)
* Number of fully paid +ordinary securities issued in 5,000,000 (17 June
that 12 month period with shareholder approval 2016)
2,345,000 (29 July
2016)
* Number of partly paid +ordinary securities that 35,712,381 (9 November
became fully paid in that 12 month period 2016)
17,869,572 (16 December
2016)
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 Nil
of fully paid +ordinary
securities cancelled
during that 12 month
period
-------------------------------------------------------------- --------------------------
"A" 254,129,976
-------------------------------------------------------------- --------------------------
Step 2: Calculate 15% of "A"
------------------------------------------------------------------------------------------
"B" 0.15
[Note: this value cannot
be changed]
-------------------------------------------------------------- --------------------------
Multiply "A" by 0.15 38,119,496
-------------------------------------------------------------- --------------------------
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 120,000 (23 December
not counting those 2015)
issued: 500,000 (12 February
* Under an exception in rule 7.2 2016)
40,000 (28 September
2016)
* 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" 660,000
-------------------------------------------------------------- --------------------------
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 38,119,496
-------------------------------------------------------------- --------------------------
Subtract "C"
Note: number must be
same as shown in Step
3 660,000
-------------------------------------------------------------- --------------------------
Total ["A" x 0.15] 37,459,496
- "C" [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 1 254,129,976
-------------------------------------------------------------- -----------------------------
Step 2: Calculate 10% of "A"
---------------------------------------------------------------------------------------------
"D" 0.10
Note: this value cannot
be changed
-------------------------------------------------------------- -----------------------------
Multiply "A" by 0.10 25,412,997
-------------------------------------------------------------- -----------------------------
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 25,412,997
-------------------------------------------------------------- -----------------------------
Subtract "E" Nil
Note: number must be
same as shown in Step
3
-------------------------------------------------------------- -----------------------------
Total ["A" x 0.10] 25,412,997
- "E" Note: this is the remaining
placement capacity
under rule 7.1A
-------------------------------------------------------------- -----------------------------
16 December 2016
NOTICE UNDER SECTION 708A
Berkeley Energia Limited ("the Company") has today issued
17,869,572 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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