TIDMBKY

RNS Number : 3277G

Berkeley Energia Limited

26 May 2017

BERKELEY ENERGIA LIMITED

AIM RELEASE | 26 MAY 2017 | AIM: BKY

Issue of shares and Appendix 3B

Berkeley Energia Limited (Company) announces it has issued 22,222 fully paid ordinary shares.

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 1 June 2017 (Admission). The shares have been issued to a key consultant as part of their service fees.

The Company's issued ordinary share capital following Admission is 254,512,198 ordinary shares.

The above figure of 254,512,198 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.

The Company today also issued 400,000 Performance Rights to key employees and contractors pursuant to the Company's shareholder approved Performance Rights Plan.

For further information please contact:

 
 Berkeley Energia Limited                      +44 20 3903 1930 
 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                                          a) Ordinary shares 
         issued or to be issued                                         b) Performance share rights 
 
 2      Number of +securities                                          a) 22,222 
         issued or to be issued                                         b) 400,000 
         (if known) or maximum 
         number which may be 
         issued 
 
 3      Principal terms of                                             a) Ordinary fully paid shares 
         the +securities (e.g.                                          b) Performance share rights 
         if options, exercise                                           which do not have an exercise 
         price and expiry date;                                         price but are subject to various 
         if partly paid +securities,                                    performance conditions (including, 
         the amount outstanding                                         Finance Review, Project Construction 
         and due dates for                                              and Production Milestones) to 
         payment; if +convertible                                       be satisfied prior to the relevant 
         securities, the conversion                                     expiry dates between 31 December 
         price and dates for                                            2018 and 31 December 2019 
         conversion) 
                                                                      -------------------------------------------- 
 
 4      Do the +securities                                             a) Yes 
         rank equally in all                                            b) No - not listed 
         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                                   a) Equivalent of GBP0.45 per 
                                                                        share 
                                                                        b) Nil - see below 
                                                                      -------------------------------------------- 
 
        Purpose of the issue                                           Issue of shares and performance 
         (If issued as consideration                                    share rights to key employees 
   6     for the acquisition                                            and contractors of the Company 
         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                                          22 November 2016 
         holder resolution 
   6b    under rule 7.1A was 
         passed 
                                                                      ------------------------------------------------- 
 
        Number of +securities 
         issued without security 
         holder approval under 
   6c    rule 7.1                                                      22,222 
                                                                      ------------------------------------------------- 
 
        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                                                   400,000 
                                                                      ------------------------------------------------- 
 
        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 - 38,105,274 
         remaining issue capacity 
         under rule 7.1 and 
         rule 7.1A - complete 
         Annexure 1 and release 
         to ASX Market Announcements 
                                                                        7.1A - 25,444,998 
  6i 
                                                                      ------------------------------------------------- 
 
 7        +Issue dates                                                 23 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)                                    254,512,198           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 
 
                                                                       3,500,000        Options exercisable 
                                                                                        at GBP0.40 each on 
                                                                                        or before 30 June 2018 
                                                                        150,000 
                                                                                        Options exercisable 
                                                                                        at GBP0.20 each on 
                                                                        150,000         or before 30 June 2019 
 
                                                                                        Performance Share Rights 
                                                                        200,000         subject to various 
                                                                                        performance conditions 
          Number and +class                                                             to be satisfied prior 
           of all +securities                                           3,500,000       to relevant milestones 
           not quoted on ASX                                                            or expiry dates between 
           (including the +securities                                                   31 December 2018 and 
 9         in section 2 if applicable)                                  8,610,000       31 December 2019 
                                                                      --------------  ------------------------------ 
 
 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.

Sign here: ............................................................ Date: 26 May 2017

(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                                                       193,323,023 
--------------------------------------------------------------  -------------------------------- 
 Add the following: 
   *    Number of fully paid +ordinary securities issued in        5,000,000 (17 June 2016) 
        that 12 month period under an exception in rule 7.2        2,345,000 (29 July 2016) 
                                                                   35,712,381 (9 November 2016) 
                                                                   17,869,572 (16 December 2016) 
   *    Number of fully paid +ordinary securities issued in        200,000 (23 December 2016) 
        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"                                                             254,449,976 
--------------------------------------------------------------  -------------------------------- 
 Step 2: Calculate 15% of "A" 
------------------------------------------------------------------------------------------------ 
 "B"                                                             0.15 
                                                                  [Note: this value cannot be 
                                                                  changed] 
--------------------------------------------------------------  -------------------------------- 
 Multiply "A" by 0.15                                            38,167,496 
--------------------------------------------------------------  -------------------------------- 
 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 not counting those                                       40,000 (28 September 2016) 
  issued:                                                         22,222 (26 May 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"                                                             62,222 
--------------------------------------------------------------  -------------------------------- 
 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                                             38,167,496 
--------------------------------------------------------------  -------------------------------- 
 Subtract "C" 
  Note: number must be same 
  as shown in Step 3                                             62,222 
--------------------------------------------------------------  -------------------------------- 
 Total ["A" x 0.15] - "C"                                        38,105,274 
                                                                  [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                                                              254,449,976 
--------------------------------------------------------------  ------------------------------- 
 Step 2: Calculate 10% of "A" 
----------------------------------------------------------------------------------------------- 
 "D"                                                             0.10 
                                                                  Note: this value cannot be 
                                                                  changed 
--------------------------------------------------------------  ------------------------------- 
 Multiply "A" by 0.10                                            25,444,998 
--------------------------------------------------------------  ------------------------------- 
 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                                             25,444,998 
--------------------------------------------------------------  ------------------------------- 
 Subtract "E"                                                    Nil 
  Note: number must be same 
  as shown in Step 3 
--------------------------------------------------------------  ------------------------------- 
 Total ["A" x 0.10] - "E"                                        25,444,998 
                                                                  Note: this is the remaining 
                                                                  placement capacity under rule 
                                                                  7.1A 
--------------------------------------------------------------  ------------------------------- 
 

26 May 2017

NOTICE UNDER SECTION 708A

Berkeley Energia Limited ("the Company") has today issued 22,222 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

IOEGMGZKNVGGNZG

(END) Dow Jones Newswires

May 26, 2017 03:35 ET (07:35 GMT)

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