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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 |
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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(END) Dow Jones Newswires
December 06, 2019 03:00 ET (08:00 GMT)
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