Last checked at 26 Nov 2010 10:05
26 November 2010
BERKELEY RESOURCES LIMITED
COMPLETION OF PLACEMENT TO RESOURCE CAPITAL FUND,
UPDATE ON POSSBILE TAKEOVER BID AND MANAGEMENT AND DIRECTOR CHANGES
PLACEMENT OF SHARES TO RESOURCE CAPITAL FUND V LP
The Board of Berkeley Resources Limited ("Berkeley") advises that it has completed the placement of 3,300,000 new shares each at $1.45 per share to Resource Capital Fund V LP ("RCF") as per the announcement dated 29 October 2010.
RCF is one of the world's largest mining-focused private equity funds with investments in over 80 mining companies involving projects located across a diversified range of commodities and geographic regions.
Berkeley has the option to issue a further 7.04 million shares to RCF at the same issue price of $1.45 per share, at any time prior to 31 January 2011, in the event that OAO Severstal ("Severstal") decides not to proceed with the possible takeover bid as per the announcement dated 29 October 2010.
RCF have also been issued a further 200,000 new shares, representing their fee for the placement and put option.
An application to AIM to list the new shares will be made, and the Company expects dealing of the new shares to commence on 3 December 2010.
UPDATE ON POSSIBLE TAKEOVER BID
Due Diligence by Severstal is proceeding and site visits are currently scheduled for the week starting 29 November 2010. Under the terms of the Subscription Rights Agreement between Berkeley and Severstal, Severstal's right to subscribe for approximately 16.3 million new shares at a price of $1.70 per share, expires on 10 December 2010, unless it has announced an intention to proceed with a takeover bid for Berkeley on or before that date.
MANAGEMENT CHANGES
The Company also advises that the Managing Director, Mr Ian Stalker, has informed the Board of his intention to stand down as Managing Director after negotiations with Severstal (in respect to the potential takeover bid) have been concluded. The Company will release further details of Mr Stalker's departure as and when the timing and terms of such resignation have been determined. Mr Stalker and the Board have expressed their respective desire for Mr Stalker to remain as a non-executive Director of the Company, going forward should circumstances allow.
A search for a replacement Chief Executive Officer has been commenced, with provision for the involvement with Severstal, should a takeover bid proceed.
OTHER MATTERS
The Board has agreed that Mr Matthew Syme, who will retire from the Board at the completion of the Annual General Meeting on 29 November 2010, will be reappointed as a Non Executive Director to fill a casual vacancy on the Board. It is considered Mr Syme's history with the Company will be of invaluable assistance to the Company in finalising the possible Severstal transaction, should it eventuate, and in making a recommendation to shareholders.
Enquiries: Managing Director: Ian Stalker Tel: +34 608 221 497
RBC Capital Markets: Martin Eales Tel: +44 20 7029 7881
A full version of this announcement including images can be downloaded from Berkeley's website at www.berkeleyresources.com.au.