22nd Jun 2007 16:09
Berkeley Resources Limited22 June 2007 BERKELEY RESOURCES LIMITED The following Terms and Conditions apply to the Incentive Options approved byShareholders at yesterday's Annual General Meeting. Annexure A - Terms and Conditions of Incentive Options 1. Exercise Price The exercise price of each Incentive Option is $1.00 ("Exercise Price"). 2. Expiry Date Each Incentive Option has an expiry date of 30 November 2008 ("Expiry Date"). 3. Exercise Period The Incentive Options are only exercisable during the exercise period (beingfrom the date of issue to the Expiry Date). 4. Quotation of Incentive Options Application will not be made for the official quotation on ASX of the IncentiveOptions. 5. Entitlement The Incentive Options entitle the holder to subscribe for one Share uponexercise of each Incentive Option. 6. Notice of Exercise The Incentive Options may be exercised by notice in writing to the Company. Anynotice of exercise of an Incentive Option received by the Company will be deemedto be a notice of the exercise of that Incentive Option as at the date ofreceipt. 7. Timing of issue of Shares After an Incentive Option is validly exercised, the Company must, within, 20Business Days of the notice of exercise and receipt of cleared funds equal tothe sum payable on the exercise of the Incentive Option: (i) issue and allot the Share; and (ii) do all such acts matters and things to obtain the grantof Official Quotation of the Share on ASX no later than 5 Business Days afterissuing the Shares. 8. Shares issued on exercise Shares issued on exercise of the Incentive Options rank equally with the thenShares of the Company. 9. Quotation of Shares on exercise Application will be made by the Company to ASX for Official Quotation of theShares issued upon the exercise of the Incentive Options. 10. Participation in new issues There are no participation rights or entitlements inherent in the IncentiveOptions and holders will not be entitled to participate in new issues of capitaloffered to Shareholders during the currency of the Incentive Options. However, the Company will ensure that for the purposes of determiningentitlements to any such issue, the record date will be at least 10 businessdays after the issue is announced. This will give holders of Incentive Optionsthe opportunity to exercise their Incentive Options prior to the date fordetermining entitlements to participate in any such issue. 11. Adjustment for bonus issues of Shares If the Company makes a bonus issue of Shares or other securities to existingShareholders (other than an issue in lieu or in satisfaction, of dividends or byway of dividend reinvestment): (i) the number of Shares which must be issued on theexercise of an Incentive Option will be increased by the number of Shares whichthe Incentive Optionholder would have received if the Incentive Optionholder hadexercised the Incentive Option before the record date for the bonus issue; and (ii) no change will be made to the Exercise Price. 12. Adjustment for rights issue If the Company makes an issue of Shares pro rata to existing Shareholders (otherthan an issue in lieu of in satisfaction of dividends or by way of dividendreinvestment) the Exercise Price of an Incentive Option will be reducedaccording to the following formula: New exercise price = O - E(P-(S+D)) __________ N+1 O = the old Exercise Price of the Incentive Option. E = the number of underlying Shares into which one Incentive Option isexercisable. P = average market price per Share weighted by reference to volume of theunderlying Shares during the 5 trading days ending on the day before the exrights date or ex entitlements date. S = the subscription price of a Share under the pro rata issue. D = the dividend due but not yet paid on the existing underlying Shares(except those to be issued under the pro rata issue). N = the number of Shares with rights or entitlements that must be held toreceive a right to one new Share. 13. Adjustments for reorganisation If there is any reconstruction of the issued share capital of the Company, therights of the Incentive Optionholders will be varied to comply the ASX ListingRules which apply to the reconstruction at the time of the reconstruction. 14. Incentive Options non transferable The Incentive Options are not transferable. 15. Lodgement instructions Cheques shall be in Australian currency made payable to the Company and crossed"Not negotiable". The application for Shares on exercise of the IncentiveOptions with the appropriate remittance should be lodged at the Company's ShareRegistry. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Berkeley Eng