BAKER STEEL RESOURCES TRUST LIMITED
(Incorporated in Guernsey with registered number 51576 under the provisions of The Companies (Guernsey) Law, 2008 as amended)
3rd May 2018
BAKER STEEL RESOURCES TRUST LTD
2018 Annual General Meeting
The Company has announced its Annual General Meeting will be held on Friday 15th June 2018 at 10.00am.
Further details of the Company and its investments are available on the Company's website www.bakersteelresourcestrust.com
Baker Steel Resources Trust Limited +44 20 7389 8237
Numis Securities Limited +44 20 7260 1000
David Benda (Corporate)
James Glass (sales)
HSBC Securities Services (Guernsey) Limited
Company Secretary + 44 (0)1481 717 852
The Articles of Association of the Company (the "Articles") contain a provision for a special resolution of shareholders at the Annual General Meeting ("AGM") in 2018 and every three years thereafter, on whether the Directors should be directed to formulate proposals to discontinue the Company. Resolution 11 at the forthcoming AGM on Friday 15th June 2018 has been proposed in accordance with the Articles, but it is important for shareholders to understand that the Board is NOT recommending a vote in favour of this Resolution. If the Resolution were to be passed, the Directors would be obliged within six months of the AGM to put forward proposals, for approval by ordinary resolution of the Company, which would provide Shareholders with an opportunity to dispose of their Ordinary Shares. This would involve discontinuing the Company and realising the Company's investments, and the prices achievable in an immediate sale of the whole portfolio would not necessarily match its book value.
The mining market is highly cyclical. Following downturns, mining projects tend to be very poorly valued compared to their potential to generate minerals and cashflow over the long term. Conversely at the height of a boom, projects can become grossly overvalued. In addition, during downturns good projects often get put into "hibernation" as the owners of such projects await an upturn and are unwilling to destroy interest in a project by trying and failing to finance it. It is therefore important for the Investment Manager to be able to invest for the longer term and be able to invest and realise investments at the optimal time. Following 5 years of downturn the mining market has started to recover over the past two years.
The Investment Manager believes that the current point in the cycle is an ideal time to be investing in new mining projects rather than selling. Over the past year the Investment Manager has seen an increasing number of interesting projects whilst there is still only a limited pool of capital seeking to invest, meaning valuations remain low on a long-term view. The Company made a number of seed investments during 2017 which may become opportunities for further investment in the future and the Investment Manager is currently evaluating a number of prospective new investments.
The Directors believe that the Company is well positioned to take advantage of the current mining market through the realisation of the latent value in its current portfolio as and when appropriate prices can be achieved, taking into account the attractive new investment opportunities now available. Accordingly the Board recommends that shareholders vote AGAINST Resolution 11 to discontinue the Company.
3 May 2018
BAKER STEEL RESOURCES TRuST Limited
(incorporated in Guernsey with registered number: 51576)
NOTICE OF 2018 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2018 Annual General Meeting of the Company will be held at Arnold House, St Julian's Avenue, St Peter Port, Guernsey, GY1 3NF on Friday 15th June 2018 at 10.00 am for the purpose of considering and, if thought fit, passing the following resolutions:
1. That the financial statements of the Company for the period ended 31 December 2017 and the reports of the Directors and the auditors thereon be received and adopted.
2. That the reappointment of BDO Limited (the "Auditors") of P O Box 180, Place du Pre, Rue du Pre, St Peter Port, Guernsey, GY1 3LL as auditors of the Company for the year ended 31 December 2018, be approved and ratified.
3. That Howard Myles, being eligible and offering himself for re-election, be re-elected as a Director of the Company.
4. That Charles Hansard, being eligible and offering himself for re-election, be re-elected as a Director of the Company.
5. That Clive Newall, being eligible and offering himself for re-election, be re-elected as a Director of the Company.
6. That Christopher Sherwell, being eligible and offering himself for re-election, be re-elected as a Director of the Company.
7. That the Directors be and are hereby authorised to fix the remuneration of the Auditors for the year ended 31 December 2018.
8. That the maximum remuneration of the Directors for the year ended 31 December 2018 be fixed at an aggregate amount of £200,000.
9. That, without prejudice to Article 3(b) of the Articles of Incorporation of the Company (the "Articles"), the Company generally be and is hereby authorised for the purposes of section 315 of The Companies (Guernsey) Law, 2008, as amended (the "Law") to make market acquisitions of its Ordinary Shares (as defined in the Articles) for all and any purposes, provided that:
(i) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 14.99% of the Ordinary Shares in issue at the date of the passing of this resolution;
(ii) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share in issue shall be GBP 0.01;
(iii) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share in issue shall not be more than the higher of (i) 5% above the average mid-market values of the Ordinary Shares as derived from the Official List of the London Stock Exchange plc for the five business days immediately preceding the date of the purchase; and (ii) the higher of the last independent trade and the highest current independent bid for the Ordinary Shares on the trading venue where the purchase is carried out;
(iv) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on the expiry of 14 months from the passing of this resolution, unless such authority is renewed, varied or revoked prior to such time save that the Company may, prior to such expiry, enter into a contract to purchase any Ordinary Share in issue from time to time under such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of such Ordinary Shares pursuant to any such contract;
(v) the purchase price may be paid by the Company to the fullest extent permitted by the Law; and
(vi) any Ordinary Shares bought back by the Company may be held in treasury in accordance with the Law or be subsequently cancelled by the Company.
10. That the Directors be and are hereby authorised to allot and issue (or sell from treasury) up to 11,612,998 Ordinary Shares for cash as if Article 5(b)(1) to 5(b)(8) of the Company's articles of incorporation did not apply to such allotment, issue or sale, provided that this authority shall expire on 15th August 2019 or, if earlier, the conclusion of the Company's next annual general meeting unless such authority is renewed, varied or revoked by the Company in general meeting prior to or on such date save that the Company may at any time before such expiry make an offer or agreement which might require Ordinary Shares to be allotted, issued or sold from treasury after such expiry and the Directors may allot, issue or sell from treasury Ordinary Shares after such expiry in pursuance of any such offer or agreement as if the authority conferred hereby had not has expired.
11. That, pursuant to Article 143 of the Articles, the Directors be and are hereby directed to formulate and submit proposals for approval by ordinary resolution of the Company prior to six months after the date of Annual General Meeting for the discontinuation of the Company.
Defined terms used in this Notice shall have the meanings given to them in the Articles unless otherwise specified.
Dated 3 May 2018
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