CUSIP NO. 00000000 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Berkeley Technology Limited
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(Name of Issuer)
ORDINARY SHARES, par value $0.05
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(Title of Class of Securities)
00-0000000
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CUSIP Number
EB Trustees Limited
P O Box 404
Whiteley Chambers
Don Street
St Helier
Jersey
JE4 9WG
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(Name, address and telephone number
of person authorized to receive notices and communications)
MAY 21, 2010
(Date of Event which requires
filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: / /
(Continued on following pages)
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1) NAMES OF REPORTING PERSONS The Berkeley Technology Limited 1990
Employee Share Option Trust
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
SC
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands
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NUMBER OF 7) SOLE VOTING POWER
16,529,847
SHARES ________________________________________________________
BENEFICIALLY
OWNED 8) SHARED VOTING POWER
0
BY ________________________________________________________
EACH
REPORTING 9) SOLE DISPOSITIVE POWER
16,529,847
PERSON ________________________________________________________
WITH
10)SHARED DISPOSITIVE POWER
0
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,529,847 Ordinary Shares of 5 cents each
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.65%
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14) TYPE OF REPORTING PERSON
EP, OO
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INTRODUCTION
The Berkeley Technology Limited 1990 Employee Share Option Trust (formely
The London Pacific Group 1990 Employee Share Option Trust) which is referred to
herein as a "Reporting Person" or as the "Trust.", a Jersey, Channel Islands
trust, hereby files this Statement on Schedule 13D/a (the "Statement") on its
own behalf. Prior responses of the Reporting Person were filed on Schedule 13D
on 15th May 2000, 13D/a filed on June 8th 2000 and 13D/a filed on March 15 2001
to this form are hereby incorporated by reference.
Item 1. Security and Issuer.
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The class of equity securities to which this Statement relates is the class
of Ordinary Shares, $0.05 par value (the "Ordinary Shares"), of Berkeley
Technology Limited, (the "Issuer"), a corporation incorporated under the laws of
Jersey, Channel Islands, the principal executive offices of which are located at
One Castle street, St. Helier, Jersey, Channel Islands.
Item 2. Identity and Background.
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This Statement is filed by the The Berkeley Technology Limited 1990
Employee Share Option Trust, The Trust is organized under the laws of Jersey,
Channel Islands, and its principal office is located at Whiteley Chambers St.
Helier, Jersey, Channel Islands. The Trust's principal business is to purchase
shares of the Issuer's outstanding Ordinary Shares on the open market, funded by
loans from the Issuer or the Issuer's subsidiaries Options over the Ordinary
Shares held by the Trust are then granted to the employees of the Issuer and its
subsidiaries and the Issuer's directors.
The Trustees of the Trust are:-
EB Trustees limited PO Box 404
Whiteley Chambers
St. Helier, Jersey
Channel Islands
Item 3. Source and Amount of Funds or Other Consideration.
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On May 21, 2010 the Trust borrowed US$103,354.98 from the Issuer in
accordance with a Loan Agreement between EB Trustees Limited and Berkeley
Technology Limited. The Trust purchased 3,445,166 ordinary shares of the Issuer
in a private securities transaction with the proceeds of the loan. The Trust is
now the beneficial owner of 16,529,847 shares of the issuer which represents
25.65% of the issued share class.
Item 4. Purpose Of Transaction.
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The Trust has acquired and currently holds the Ordinary Shares for the
purpose of creating a pool of the Issuer's Ordinary Shares, over which it can
then grant options to various employees of the Issuer and the Issuer's
subsidiaries, based on recommendations by the Compensation Committee of the
Board of Directors of the Issuer.
Item 5. Interest in Securities of the Issuer.
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The aggregate number and percentage of Ordinary Shares of the Issuer (based
upon the representation of the Issuer in its quarterly report on Form 10-Q for
the quarter ended March 31, 2010 that it had 64,439,073 Ordinary Shares
outstanding as of that date) beneficially owned by the Trust, as well as the
number of Ordinary Shares as to which the Trust is deemed to have sole power to
vote or to direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition, shared power to dispose or direct
the disposition, and the right to acquire is set forth in the table below.
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Reporting Person No. of Shares Percentage Power to Vote Power to Dispose
Beneficially of Class Shared Sole Shared Sole
Owned
- - -------------------------- -------------------- ---------------- ------------ -------------- ------------ ----------
The London Pacific Group 16,529,847 25.65% 16,529,847 0 16,529,847 0
1990 Employee Share
Option Trust
The Trustees of the Trust have the absolute discretion to vote the
Ordinary Shares of the Issuer held by the Trust as they see fit.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer.
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(a) Employee Stock Option Trust.
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As described above in Item 3, a subsidiary of the Issuer and its
subsidiaries have loaned an amount of US$103,354.98 to the Trust to finance the
Trust's purchases of the Issuer's Ordinary Shares, A copy of the actual loan
agreement is filed as Exhibit 7(3) to this schedule 13D/a.
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 01, 2010
/s/ EB Trustees Limited
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Trustee