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BKY Berkeley Energia Limited

17.50
0.00 (0.00%)
19 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Berkeley Energia Limited LSE:BKY London Ordinary Share AU000000BKY0 ORD NPV (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 17.50 17.00 18.00 17.50 17.50 17.50 112,636 08:00:03
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Gold Ores 0 -1.37M -0.0031 -109.68 151.57M

Berkeley Energia Limited Issue of shares and Appendix 3B (9118V)

06/12/2019 8:00am

UK Regulatory


Berkeley Energia (LSE:BKY)
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TIDMBKY

RNS Number : 9118V

Berkeley Energia Limited

06 December 2019

BERKELEY ENERGIA LIMITED

NEWS RELEASE | 6 December 2019 | LSE/BME/ASX: BKY

Issue of shares and Appendix 3B

Berkeley Energia Limited (Company) has today issued 130,000 fully paid ordinary shares to a consultant of the Company.

Application will be 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 the LSE (as depository interests) and to the Spanish Stock Exchanges. Dealings are expected to commence in due course (Admission).

The Company's issued ordinary share capital following Admission is 258,605,420 ordinary shares.

The above figure of 258,605,420 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 ASX Listing Rules and/or the FCA's Disclosure and Transparency Rules.

An Appendix 3B has been provided below.

For further information, please contact:

For further information please contact:

Robert Behets

Acting Managing Director

+61 8 9322 6322

info@berkeleyenergia.com

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                                                     130,000 
 
 3     Principal terms of                                                       Ordinary fully paid 
        the +securities (e.g.                                                   shares 
        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                                Nil - see below 
 
  6    Purpose of the issue                                                     Shares issued to a key consultant 
        (If issued as consideration                                              of the Company 
        for the acquisition 
        of assets, clearly 
        identify those assets) 
 
  6a   Is the entity an +eligible                                  No 
        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                                       Not applicable 
        holder resolution 
        under rule 7.1A was 
        passed 
 
  6c   Number of +securities                                                    Not applicable 
        issued without security 
        holder approval under 
        rule 7.1 
 
  6d   Number of +securities                                       Not applicable 
        issued with security 
        holder approval under 
        rule 7.1A 
 
  6e   Number of +securities                                       Not applicable 
        issued with security 
        holder approval under 
        rule 7.3, or another 
        specific security 
        holder approval (specify 
        date of meeting) 
 
  6f   Number of +securities                                       Not applicable 
        issued under an exception 
        in rule 7.2 
 
  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                                      Listing Rule 7.1 - 38,572,313 
        remaining issue capacity 
        under rule 7.1 and 
        rule 7.1A - complete 
        Annexure 1 and release 
        to ASX Market Announcements 
 
 7                    +Issue dates                                 6 December 2019 
                       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)                                 258,605,420                       Ordinary shares 
                                                                                                    --------------------------------- 
                                                                   Number                          +Class 
 9       Number and +class                                                      4,053,000                       Performance Share 
          of all +securities                                                                                    Rights 
          not quoted on ASX                                                                                     subject to various 
          (including the +securities                                                                            performance 
          in section 2 if applicable)                                                                           conditions 
                                                                                 100,880,000                    to be satisfied prior 
                                                                                                                to relevant 
                                                                                                                milestones 
                                                                                                                or expiry dates 
                                                                                                                between 
                                                                                                                31 December 2019 and 
                                                                                 10,088,625                     31 December 2021 
 
                                                                                                                Convertible loan note 
                                                                                                                with a principal 
                                                                                                                amount 
                                                                                 15,132,937                     of US$65 million, 
                                                                                                                convertible 
                                                                                                                into 100,880,000 
                                                                                                                ordinary 
                                                                                                                shares at a 
                                                                                 25,221,562                     conversion 
                                                                                                                price of GBP0.50 per 
                                                                                                                share expiring 30 
                                                                                                                November 
                                                                                                                2021 
 
                                                                                                                Options exercisable 
                                                                                                                at GBP0.60 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 GBP0.75 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 GBP1.00 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                                       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)     +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: 6 December 2019

(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                                                                  258,415,420 
                                                                           ------------------------------------------- 
 Add the following: 
   *    Number of fully paid +ordinary securities issued in                                Nil 
        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"                                                                        258,415,420 
                                                                           ------------------------------------------- 
              Step 2: Calculate 15% of "A" 
              "B"                                                                        0.15 
                                                                                          [Note: this value cannot be 
                                                                                          changed] 
                                                                           ------------------------------------------- 
              Multiply "A" by 0.15                                                       38,762,313 
                                                                           ------------------------------------------- 
              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                                                  60,000 Shares (14 June 2019) 
               those issued:                                                              130,000 Shares (6 December 
                *    Under an exception in rule 7.2                                       2019) 
 
 
                *    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"                                                                        190,000 
                                                                           ------------------------------------------- 
              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                                                        38,762,313 
                                                                           ------------------------------------------- 
              Subtract "C" 
               Note: number must be same 
               as shown in Step 3                                                        190,000 
                                                                           ------------------------------------------- 
              Total ["A" x 0.15] - "C"                                                   38,572,313 
                                                                                         [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"                                                                        Not applicable 
               Note: number must be same 
               as shown in Step 1 of Part 
               1 
                                                                           ------------------------------------------- 
              Step 2: Calculate 10% of "A" 
              "D"                                                                        0.10 
                                                                                          Note: this value cannot be 
                                                                                          changed 
                                                                           ------------------------------------------- 
              Multiply "A" by 0.10                                          Not applicable 
                                                                           ------------------------------------------- 
              Step 3: Calculate "E", the amount of placement capacity 
               under rule 7.1A that has already been used 
              Insert number of +equity                                                   Not applicable 
              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"                                                                        Not applicable 
                                                                           ------------------------------------------- 
              Step 4: Subtract "E" from ["A" x "D"] to calculate remaining 
               placement capacity under rule 7.1A 
              "A" x 0.10                                                      Not applicable 
               Note: number must be same 
               as shown in Step 2 
                                                                             ----------------------------------------- 
              Subtract "E"                                                                 Not applicable 
               Note: number must be same 
               as shown in Step 3 
                                                                             ----------------------------------------- 
              Total ["A" x 0.10] - "E"                                                     Not applicable 
                                                                                           Note: this is the remaining 
                                                                                           placement capacity under 
                                                                                           rule 7.1A 
                                                                             ----------------------------------------- 
 
 

6 December 2019

NOTICE UNDER SECTION 708A

Berkeley Energia Limited ("the Company") has today issued 130,000 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 news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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