TIDMBKY
RNS Number : 9533X
Berkeley Energia Limited
30 November 2017
BERKELEY ENERGIA LIMITED
NEWS RELEASE | 30 November 2017 | AIM/ASX: BKY
Berkeley completes strategic investment of up to US$120m with
Oman sovereign wealth fund
Berkeley Energia is pleased to announce that shareholders have
voted to approve the strategic investment agreement with the
sovereign wealth fund of the Sultanate of Oman.
All Conditions Precedent have been met and the Company has now
received the initial US$65 million tranche of funding.
The investment comprises an interest-free and unsecured loan of
US$65 million which can be converted into ordinary shares at 50
pence per share upon commissioning of the mine, as well as an
options package exercisable at an average price of 85 pence per
share contributing an additional US$55 million if exercised.
The receipt of this first US$65 million fully funds the capital
costs for production at the Salamanca mine, the only uranium mine
under construction in the world today.
With the funding now completed, the Company will award the major
construction and mining contracts and commence major earthworks
early in the new year.
Mr Deepankar Panigrahi, Investment Manager in the Private Equity
division of the State General Reserve Fund ("SGRF") of Oman will
join the Board as a Non-Executive Director effective
immediately.
Mr Panigrahi has extensive experience across a variety of
sectors and geographies covering all stages of the private equity
process, including post investment management. Mr Panigrahi holds
an Undergraduate and Master's degree in Economics with Distinction
and Honours from the University of Michigan followed by an MBA from
Cambridge University.
Managing Director, Paul Atherley, commented:
"We are delighted to have now closed the Oman financing
transaction, which fully de-risks the capital costs required to
bring the Salamanca mine into production. We welcome the Oman fund
as a strategic, long term investor and shareholder in the Company
and we welcome Mr Deepankar Panigrahi to our Board.
With the funding in place we will now award the main EPC and
mining contracts and begin major earthworks in the new year,
focusing first on the installation of the crushing circuit.
Spot uranium prices have risen sharply since the announcement in
early November by Cameco that it has temporarily suspended
production from the McArthur River due to continued uranium price
weakness.
Over the coming months, we expect more supply to be removed from
global markets as higher cost operations are forced into closure
when historical sales contracts roll off.
The Salamanca mine, with some of the lowest operating costs
globally, is being constructed at the bottom of the uranium price
cycle and when production commences the market is expected to be
dominated by US utilities looking to re-contract, who will at the
same time be competing with Chinese and Japanese reactor
demand."
An Appendix 3B is attached to this announcement.
For further information please contact:
Berkeley Energia Limited +44 20 7478 3900
Paul Atherley, Managing Director info@berkeleyenergia.com
Hugo Schumann, Corporate
Manager
WH Ireland Limited (Nominated
Adviser) +44 20 7220 1683
Tim Feather, Director
Jessica Cave, Assistant Director
Alex Bond, Executive
Peel Hunt LLP (Joint Broker) +44 20 7418 8900
Ross Allister
Chris Burrows
Buchanan +44 207 466 5000
Bobby Morse, Senior Partner BKY@buchanan.uk.com
Anna Michniewicz, Account
Director
Mr Deepankar Panigrahi (age 38), will join the board as a
Non-Executive Director. There are no other matters which are
required to be announced pursuant to paragraph (g) of Schedule 2 of
the AIM Rules.
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 a) Convertible Loan Note
issued or to be b) Unlisted Options
issued
2 Number of +securities a) Convertible loan note
issued or to be convertible into 100,880,000
issued (if known) ordinary shares
or maximum number b) 50,443,124
which may be issued
3 Principal terms a) Convertible loan note
of the +securities convertible ordinary
(e.g. if options, shares at GBP0.50 per
exercise price share expiring 30 November
and expiry date; 2021
if partly paid b) 10,088,625 Unlisted
+securities, the Options exercisable at
amount outstanding GBP0.60 each, vesting
and due dates on conversion of the
for payment; if Convertible Loan Note
+convertible securities, and expiring the earlier
the conversion of 12 months after vesting
price and dates or on 30 November 2022
for conversion) 15,132,937 Unlisted
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
25,221,562 Unlisted
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
----------------------------------
4 Do the +securities No - not listed
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 a) GBP0.50
consideration b) Nil - see below
----------------------------------
Purpose of the Proceeds will be used
issue to bring the Salamanca
(If issued as mine into production
6 consideration and for ongoing working
for the acquisition capital requirements
of assets, clearly
identify those
assets)
-----------------------------------------------------------
Is the entity Yes
an +eligible entity
that has obtained
6a 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
-----------------------------------------------------------
The date the security 28 November 2017
holder resolution
under rule 7.1A
6b was passed
-----------------------------------------------------------
Number of +securities Nil
issued without
security holder
6c approval under
rule 7.1
-----------------------------------------------------------
Number of +securities Nil
issued with security
holder approval
6d under rule 7.1A
-----------------------------------------------------------
Number of +securities 151,323,124 - 28 November
issued with security 2017
holder approval
6e under rule 7.3,
or another specific
security holder
approval (specify
date of meeting)
-----------------------------------------------------------
Number of +securities Nil
issued under an
exception in rule
6f 7.2
-----------------------------------------------------------
If +securities Not applicable
issued under rule
7.1A, was issue
6g 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.
-----------------------------------------------------------
If +securities Not applicable
were issued under
rule 7.1A for
6h non-cash consideration,
state date on
which valuation
of consideration
was released to
ASX Market Announcements
-----------------------------------------------------------
Calculate the Rule 7.1 - 38,129,052
entity's remaining Rule 7.1A - 25,444,998
issue capacity
6i under rule 7.1
and rule 7.1A
- complete Annexure
1 and release
to ASX Market
Announcements
-----------------------------------------------------------
7 +Issue dates 30 November 2017
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) 254,534,420 Ordinary shares
------------------------------ ---------------------------
Number +Class
-------------------------------- -------------------------
Options exercisable
at GBP0.15 each
on or before
30 June 2018
Options exercisable
at GBP0.25 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
conditions to
be satisfied
prior to relevant
milestones or
expiry dates
3,500,000 between 31 December
2018 and 31
December 2019
150,000 Convertible
loan note with
a principal
amount of US$65
150,000 million, convertible
into 100,880,000
ordinary shares
at a conversion
200,000 price of GBP0.50
per share expiring
30 November
2021
3,500,000
Options exercisable
at GBP0.60 each,
vesting on conversion
8,610,000 of the Convertible
Loan Note and
expiring the
earlier of 12
months after
vesting or on
30 November
2022
100,880,000
Options exercisable
at GBP0.75 each,
vesting on conversion
of the Convertible
Loan Note and
expiring the
earlier of 18
10,088,625 months after
vesting or on
30 May 2023
Options exercisable
at GBP1.00 each,
vesting on conversion
15,132,937 of the Convertible
Number and +class Loan Note and
of all +securities expiring the
not quoted on earlier of 24
ASX (including months after
the +securities vesting or on
in section 2 if 30 November
9 applicable) 25,221,562 2023.
-------------------------------- -------------------------
10 Dividend policy Not applicable
(in 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 Not applicable
the +securities
will be offered
14 +Class of +securities Not applicable
to which the offer
relates
---------------
15 +Record date to Not applicable
determine entitlements
---------------
16 Will holdings Not applicable
on different 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 Not applicable
receipt of acceptances
or renunciations
---------------
20 Names of any underwriters Not applicable
---------------
21 Amount of any Not applicable
underwriting fee
or commission
---------------
22 Names of any brokers Not applicable
to the issue
---------------
23 Fee or commission Not applicable
payable to the
broker to the
issue
---------------
24 Amount of any Not applicable
handling fee payable
to brokers who
lodge acceptances
or renunciations
on behalf of security
holders
---------------
25 If the issue is Not applicable
contingent on
security holders'
approval, the
date of the meeting
---------------
26 Date entitlement Not applicable
and acceptance
form and offer
documents will
be sent to persons
entitled
---------------
27 If the entity Not applicable
has issued 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 Not applicable
holders sell their
entitlements in
full through a
broker?
---------------
31 How do security Not applicable
holders sell part
of their entitlements
through a broker
and accept for
the balance?
---------------
32 How do security Not applicable
holders 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:
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 17,869,572 (16 December
that 12 month period under an exception in rule 7.2 2016)
200,000 (23 December
2016)
* 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 Nil
of fully paid +ordinary
securities cancelled
during that 12 month
period
-------------------------------------------------------------- --------------------------
"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 22,222 (26 May 2017)
not counting those 22,222 (3 November
issued: 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 38,173,496
-------------------------------------------------------------- --------------------------
Subtract "C"
Note: number must
be same as shown in
Step 3 44,444
-------------------------------------------------------------- --------------------------
Total ["A" x 0.15] 38,129,052
- "C" [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" 0.10
Note: 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 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 25,444,998
-------------------------------------------------------------- -----------------------------
Subtract "E" Nil
Note: number must be
same as shown in Step
3
-------------------------------------------------------------- -----------------------------
Total ["A" x 0.10] 25,444,998
- "E" Note: this is the remaining
placement capacity
under rule 7.1A
-------------------------------------------------------------- -----------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEAXFEDFLXFEF
(END) Dow Jones Newswires
November 30, 2017 02:24 ET (07:24 GMT)
Berkeley Energia (LSE:BKY)
Historical Stock Chart
From Mar 2024 to May 2024
Berkeley Energia (LSE:BKY)
Historical Stock Chart
From May 2023 to May 2024
