Share Name Share Symbol Market Type Share ISIN Share Description
Berkeley Eng 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
  -1.00p -2.22% 44.00p 43.00p 45.00p 45.00p 44.00p 45.00p 125,236 08:18:51
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Mining 0.3 -9.5 -4.1 - 112.00

Berkeley Energia Limited Exercise of Options

18/05/2018 9:29am

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RNS Number : 5493O

Berkeley Energia Limited

18 May 2018

BERKELEY ENERGIA LIMITED

AIM RELEASE | 18 May 2018 | AIM: BKY

Issue of shares and Appendix 3B

Berkeley Energia Limited (Company) announces it has issued 150,000 fully paid ordinary shares upon the exercise of 150,000 GBP0.25 unlisted options that were expiring 30 June 2018.

Application has been made to the London Stock Exchange for the new ordinary shares, which rank pari passu with the Company's existing issued ordinary shares, to be admitted to trading on AIM (as depository interests). Dealings are expected to commence on or around 25 May 2018 (Admission).

The Company's issued ordinary share capital following Admission is 254,684,420 ordinary shares.

The above figure of 254,684,420 ordinary shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company, under the FCA's Disclosure and Transparency Rules.

An Appendix 3B has been provided below.

 
Berkeley Energia Limited                                  +44 20 3903 1930 
Paul Atherley, Managing Director and CEO                  info@berkeleyenergia.com 
Sean Wade, Chief Commercial Officer 
 
 
 
  Berenberg (Joint Broker)                                  +44 20 3207 7800 
Matthew Armitt 
James Brooks 
Tamesis Partners (Joint Broker)                           +44 203 882 2868 
Charles Bendon 
 Richard Greenfield 
 
 
WH Ireland Limited (Nominated Adviser and Joint Broker)   +44 20 7220 1683 
Tim Feather, Director 
 Jessica Cave, Assistant Director 
 Alex Bond, Executive 
 
 
 

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

 
Name of entity 
 Berkeley Energia Limited 
------------------------- 
 
 
ABN 
 40 052 468 569 
--------------- 
 

We (the entity) give ASX the following information.

Part 1 -- All issues

You must complete the relevant sections (attach sheets if there is not enough space).

 
 1     +Class of +securities                                       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                                                     150,000 
 
 3     Principal terms of                                          Ordinary fully paid shares 
        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 consideration                                GBP0.25 
                                                                  --------------------------------- 
 
  6    Purpose of the issue                                        Exercise of unlisted options 
        (If issued as consideration 
        for the acquisition 
        of assets, clearly 
        identify those assets) 
                                                                  ----------------------------------------------------------- 
 
  6a   Is the entity an +eligible                                  Yes 
        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                                       28 November 2017 
        holder resolution 
        under rule 7.1A was 
        passed 
                                                                  ----------------------------------------------------------- 
 
  6c   Number of +securities                                       Nil 
        issued without security 
        holder approval under 
        rule 7.1 
                                                                  ----------------------------------------------------------- 
 
  6d   Number of +securities                                       Nil 
        issued with security 
        holder approval under 
        rule 7.1A 
                                                                  ----------------------------------------------------------- 
 
  6e   Number of +securities                                       Nil 
        issued with security 
        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                                                150,000 
                                                                  ----------------------------------------------------------- 
 
  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                                      Rule 7.1 - 38,151,552 
        remaining issue capacity                                    Rule 7.1A - 25,463,998 
        under rule 7.1 and 
        rule 7.1A - complete 
        Annexure 1 and release 
        to ASX Market Announcements 
                                                                  ----------------------------------------------------------- 
 
 7       +Issue dates                                              18 May 2018 
          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)                                 254,684,420                    Ordinary shares 
                                                                  -----------------------------  ---------------------------- 
                                                                   Number                           +Class 
                                                                  -------------------------------  -------------------------- 
                                                                                                    Options exercisable 
                                                                                                     at GBP0.15 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 
 
                                                                                                     Options exercisable 
                                                                                                     at GBP0.20 each 
                                                                                                     on or before 30 
                                                                                                     June 2019 
 
                                                                                                     Performance Share 
                                                                                                     Rights subject to 
                                                                                                     various performance 
                                                                   3,500,000                         conditions to be 
                                                                                                     satisfied prior 
                                                                                                     to relevant milestones 
                                                                                                     or expiry dates 
                                                                    150,000                          between 31 December 
                                                                                                     2018 and 31 December 
                                                                                                     2019 
 
                                                                    200,000                          Convertible loan 
                                                                                                     note with a principal 
                                                                                                     amount of US$65 
                                                                                                     million, convertible 
                                                                    3,500,000                        into 100,880,000 
                                                                                                     ordinary shares 
                                                                                                     at a conversion 
                                                                                                     price of GBP0.50 
                                                                    8,246,000                        per share expiring 
                                                                                                     30 November 2021 
 
                                                                                                     Options exercisable 
                                                                                                     at GBP0.60 each, 
                                                                                                     vesting on conversion 
                                                                                                     of the Convertible 
                                                                                                     Loan Note and expiring 
                                                                    100,880,000                      the earlier of 12 
                                                                                                     months after vesting 
                                                                                                     or on 30 November 
                                                                                                     2022 
 
                                                                                                     Options exercisable 
                                                                                                     at GBP0.75 each, 
                                                                                                     vesting on conversion 
                                                                    10,088,625                       of the Convertible 
                                                                                                     Loan Note and expiring 
                                                                                                     the earlier of 18 
                                                                                                     months after vesting 
                                                                                                     or on 30 May 2023 
 
                                                                                                     Options exercisable 
                                                                    15,132,937                       at GBP1.00 each, 
                                                                                                     vesting on conversion 
                                                                                                     of the Convertible 
         Number and +class                                                                           Loan Note and expiring 
          of all +securities                                                                         the earlier of 24 
          not quoted on ASX                                                                          months after vesting 
          (including the +securities                                                                 or on 30 November 
 9        in section 2 if applicable)                               25,221,562                       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)    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.

[lodged electronically without signature]

Sign here: ............................................................ Date: 18 May 2018

(Director/Company secretary)

   Print name:            Dylan Browne 

== == == == ==

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

 
                           Rule 7.1 - Issues exceeding 15% of capital 
----------------------------------------------------------------------------------------------- 
 Step 1: Calculate "A", the base figure from which the 
  placement capacity is calculated 
----------------------------------------------------------------------------------------------- 
 Insert number of fully paid 
  +ordinary securities on 
  issue 12 months before the 
  +issue date or date of agreement 
  to issue                                                       254,489,976 
--------------------------------------------------------------  ------------------------------- 
 Add the following: 
   *    Number of fully paid +ordinary securities issued in        150,000 (18 May 2018) 
        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"                                                             254,639,976 
--------------------------------------------------------------  ------------------------------- 
 Step 2: Calculate 15% of "A" 
----------------------------------------------------------------------------------------------- 
 "B"                                                             0.15 
                                                                  [Note: this value cannot be 
                                                                  changed] 
--------------------------------------------------------------  ------------------------------- 
 Multiply "A" by 0.15                                            38,195,996 
--------------------------------------------------------------  ------------------------------- 
 Step 3: Calculate "C", the amount of placement capacity 
  under rule 7.1 that has already been used 
----------------------------------------------------------------------------------------------- 
 Insert number of +equity 
  securities issued or agreed 
  to be issued in that 12 
  month period not counting                                       22,222 (26 May 2017) 
  those issued:                                                   22,222 (3 November 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"                                                             44,444 
--------------------------------------------------------------  ------------------------------- 
 Step 4: Subtract "C" from ["A" x "B"] to calculate remaining 
  placement capacity under rule 7.1 
----------------------------------------------------------------------------------------------- 
 "A" x 0.15 
  Note: number must be same 
  as shown in Step 2                                             38,195,996 
--------------------------------------------------------------  ------------------------------- 
 Subtract "C" 
  Note: number must be same 
  as shown in Step 3                                             44,444 
--------------------------------------------------------------  ------------------------------- 
 Total ["A" x 0.15] - "C"                                        38,151,552 
                                                                  [Note: this is the remaining 
                                                                  placement capacity under rule 
                                                                  7.1] 
--------------------------------------------------------------  ------------------------------- 
 

Part 2

 
                    Rule 7.1A - Additional placement capacity for eligible 
                                           entities 
--------------------------------------------------------------------------------------------- 
 Step 1: Calculate "A", the base figure from which the 
  placement capacity is calculated 
--------------------------------------------------------------------------------------------- 
 "A" 
  Note: number must be same 
  as shown in Step 1 of Part 
  1                                                              254,639,976 
--------------------------------------------------------------  ----------------------------- 
 Step 2: Calculate 10% of "A" 
--------------------------------------------------------------------------------------------- 
 "D"                                                             0.10 
                                                                  Note: this value cannot be 
                                                                  changed 
--------------------------------------------------------------  ----------------------------- 
 Multiply "A" by 0.10                                            25,463,998 
--------------------------------------------------------------  ----------------------------- 
 Step 3: Calculate "E", the amount of placement capacity 
  under rule 7.1A that has already been used 
--------------------------------------------------------------------------------------------- 
 Insert number of +equity                                        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                                             25,463,998 
--------------------------------------------------------------  ----------------------------- 
 Subtract "E"                                                    Nil 
  Note: number must be same 
  as shown in Step 3 
--------------------------------------------------------------  ----------------------------- 
 Total ["A" x 0.10] - "E"                                        25,463,998 
                                                                  Note: this is the remaining 
                                                                  placement capacity under 
                                                                  rule 7.1A 
--------------------------------------------------------------  ----------------------------- 
 
 

18 May 2018

NOTICE UNDER SECTION 708A

Berkeley Energia Limited ("the Company") has today issued 150,000 fully paid ordinary shares. The issued shares are part of a class of securities quoted on Australian Securities Exchange ("ASX").

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Corporations Act 2001 (Cwth)(the "Act") that:

   1.   the Company issued the securities without disclosure to investors under Part 6D.2 of the Act; 

2. as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and

3. as at the date of this notice, there is no information that is "excluded information" within the meaning of sections 708A(7) and (8) of the Act.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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