REG - Berkeley Energia - Strategic Investment & Director Appointment <Origin Href="QuoteRef">BKY.AX</Origin> - Part 2
30/11/2017 07:30
- Part 2: For the preceding part double click ID:nRSd9533Xa
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 documentsNote: 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 +securitiesExample: 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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 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:
30 November 2017
(Director/Company secretary)
Print name: Dylan Browne
== == == == ==
Appendix 3B - Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible
entities
Introduced 01/08/12 Amended 04/03/13
Part 1
Rule 7.1 - Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue 236,420,404
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 17,869,572 (16 December 2016)200,000 (23 December 2016)
+ordinary securities that became fully paid in that 12 month periodNote:• 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 paid +ordinary securities cancelled during that 12 month period Nil
"A" 254,489,976
Step 2: Calculate 15% of "A"
"B" 0.15[Note: this value cannot be changed]
Multiply "A" by 0.15 38,173,496
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used
Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:• Under an exception in rule 7.2• Under rule 7.1A• With security holder approval under rule 7.1 or rule 7.4Note:• This applies 22,222 (26 May 2017)22,222 (3 November 2017)
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 0.15Note: number must be same as shown in Step 2 38,173,496
Subtract "C"Note: number must be same as shown in Step 3 44,444
Total ["A" x 0.15] - "C" 38,129,052 [Note: this is the remaining placement capacity under rule 7.1]
Part 2
Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
"A"Note: number must be same as shown in Step 1 of Part 1 254,449,976
Step 2: Calculate 10% of "A"
"D" 0.10Note: this value cannot be changed
Multiply "A" by 0.10 25,444,998
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1ANotes:• This applies to equity securities - not just ordinary Nil
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 0.10Note: number must be same as shown in Step 2 25,444,998
Subtract "E"Note: number must be same as shown in Step 3 Nil
Total ["A" x 0.10] - "E" 25,444,998Note: this is the remaining placement capacity under rule 7.1A
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