REG - Berkeley Energia - Issue of shares and Appendix 3B

Berkeley EnergiaAnnouncement

06/12/2019 08:00

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 issued or to be issued
 


Ordinary shares


 




 


 


 


 




2


Number of +securities issued or to be issued (if known) or maximum number which may be issued
 


130,000


 




 


 


 


 




3


Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)


Ordinary fully paid shares


 




 


 


 


 




4


Do the +securities 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


Yes
 


 




 


 


 


 




5


Issue price or consideration
 


Nil - see below


 




 


 


 



 
 
6


Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
 


Shares issued to a key consultant of the Company




 


 


 


 



 
 
6a


Is the entity an +eligible 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


No




 


 


 


 



 
 
6b


The date the security holder resolution under rule 7.1A was passed


Not applicable




 


 


 


 



 
 
6c


Number of +securities issued without security holder approval under rule 7.1


Not applicable




 


 


 


 



 
 
6d


Number of +securities issued with security holder approval under rule 7.1A


Not applicable




 


 


 


 



 
 
6e


Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
 


Not applicable




 


 


 


 



 
 
6f


Number of +securities issued under an exception in rule 7.2


Not applicable




 


 


 


 



 
 
6g


If +securities issued 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.


Not applicable




 


 


 


 



 
 
6h


If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements


Not applicable




 


 


 


 



 
 
6i


Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements


Listing Rule 7.1 - 38,572,313




 


 


 


 




7


+Issue dates
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.


6 December 2019
 




 


 


 




 


 


Number


+Class




8


Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)
 
 
 


258,605,420


Ordinary shares
 




 


 


Number


+Class




9


Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
 
 
 


4,053,000
 
 
 
 
 100,880,000
 
 
 
 
 
 10,088,625
 
 
 
  
15,132,937
 
 
 
  
25,221,562
 
 
 
 


Performance Share Rights subject to various performance conditions to be satisfied prior to relevant milestones or expiry dates between 31 December 2019 and 31 December 2021
 
Convertible loan note with a principal amount of US$65 million, convertible into 100,880,000 ordinary shares at a conversion price of £0.50 per share expiring 30 November 2021
 
Options exercisable at £0.60 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 £0.75 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 £1.00 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 the case of a trust, distribution policy) on the increased capital (interests)


Not applicable



 
 
 
 
 
 
 



 
Part 2 ‑ Pro rata issue
 




11


Is security holder approval required?
 


Not applicable




 


 


 




12


Is the issue renounceable or non-renounceable?


Not applicable




 


 


 




13


Ratio in which the +securities will be offered


Not applicable




 


 


 




14


+Class of +securities to which the offer relates


Not applicable




 


 


 




15


+Record date to determine entitlements


Not applicable




 


 


 




16


Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?


Not applicable




 


 


 




17


Policy for deciding entitlements in relation to fractions
 


Not applicable




 


 


 




18


Names of countries 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.


Not applicable




 


 


 




19


Closing date for receipt of acceptances or renunciations


Not applicable




 


 


 




20


Names of any underwriters
 
 


Not applicable




 


 


 




21


Amount of any underwriting fee or commission


Not applicable




 


 


 




22


Names of any brokers to the issue
 
 


Not applicable




 


 


 




23


Fee or commission payable to the broker to the issue


Not applicable




 


 


 




24


Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders


Not applicable




 


 


 




25


If the issue is contingent on security holders' approval, the date of the meeting


Not applicable




 


 


 




26


Date entitlement and acceptance form and offer documents will be sent to persons entitled


Not applicable




 


 


 




27


If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders


Not applicable




 


 


 




28


Date rights trading will begin (if applicable)


Not applicable




 


 


 




29


Date rights trading will end (if applicable)
 
 


Not applicable




 


 


 




30


How do security holders sell their entitlements in full through a broker?


Not applicable




 


 


 




31


How do security holders sell part of their entitlements through a broker and accept for the balance?


Not applicable




 


 


 




32


How do security holders dispose of their entitlements (except by sale through a broker)?


Not applicable




 


 


 




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 for which +quotation is sought
 


Not applicable


 




 


 


 


 




39


+Class of +securities for which quotation is sought
 


Not applicable


 




 


 


 


 




40


Do the +securities 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


Not applicable


 




 


 


 


 




41


Reason for request 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)
 


Not applicable


 




 


 


 


 




 


 


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 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


 
Nil




Subtract the number of fully paid +ordinary securities cancelled during that 12 month period


Nil




"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 those issued:
•    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








60,000 Shares (14 June 2019)
130,000 Shares (6 December 2019)




"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"
Note: number must be same as shown in Step 1 of Part 1


Not applicable




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 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


Not applicable




"E"


Not applicable




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


Not applicable




Subtract "E"
Note: number must be same as shown in Step 3


Not applicable




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
 
 
IOEDMMGZFVFGLZG