Appendix 3B

RNS Number : 2236C
Berkeley Resources Limited
27 April 2012
 

 

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 1/7/96.  Origin: Appendix 5.  Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

 

 

Name of entity

Berkeley Resources 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

 

1.     Fully Paid Ordinary Shares

2.     Unlisted Options

3.     Unlisted Options

 




 

2

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

 

1.     5,000,000

2.     5,000,000

3.     500,000

 

 




 

3

Principal terms of the +securities (eg, 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)

1.    Fully Paid Ordinary Shares

2.   Unlisted Options exercisable at 45 cents each at any time prior to 30 June 2016.

3.   Unlisted Options exercisable at 45 cents each at any time prior to 30 June 2016.

 

 




 

4

Do the +securities rank equally in all respects from the date of allotment 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

1   Yes

2.  Not applicable

3.  Not applicable

 




 

5

Issue price or consideration

 

1.     30 cents each

2.     Nil

3.     0.1 cents each

 

 






 

6

Purpose of the issue

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

 

 

 

 

 

 

1.     Additional working capital/New board appointments

2.     Part of Placement under 1.

3.     Part of Management fee to broker.

 




 

7

Dates of entering +securities into uncertificated holdings or despatch of certificates

 

 

1.     26th April 2012

2.     26th April 2012

3.     26th April 2012






Number

+Class

8

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

 

 

 

179,298,273

11,989,428

 

Ordinary shares

$0.75 Options

 



 

 



Number

+Class

9

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

 

 

 

495,833

1,000,000

 

2,311,666

2,000,000

1,000,000

2,000,000

5,500,000

 

$1.00 Incentive Options

$1.25 Incentive Options - 2013

$1.35 Incentive Options

$0.41 Incentive Options

$0.41 Incentive Options

$0.475 Incentive Options

$0.45 Unlisted Options




10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Not applicable

 

 

Part 2 ‑  Bonus issue or 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 issue 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 prospectus or Product Disclosure Statement 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

+Despatch 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

(Only Fully Paid Ordinary Shares)




 

(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

 

N/a

 




 

39

Class of +securities for which quotation is sought

 

N/a

 


 

 


 

40

Do the +securities rank equally in all respects from the date of allotment 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)

 

 

 

Not applicable


 

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.

 

·           We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided 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 not available now, 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.

 

            + See chapter 19 for defined terms.

 

Sign here:                                                                       Date: 26 April 2012

                             (Director/Company secretary)

 

 

Print name:            Sam Middlemas

 

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