TIDMBSRT
RNS Number : 0169N
Baker Steel Resources Trust Ltd
03 May 2018
BAKER STEEL RESOURCES TRUST LIMITED
(Incorporated in Guernsey with registered number 51576 under the
provisions of The Companies (Guernsey) Law, 2008 as amended)
3(rd) May 2018
BAKER STEEL RESOURCES TRUST LTD
(the "Company")
2018 Annual General Meeting
The Company has announced its Annual General Meeting will be
held on Friday 15(th) June 2018 at 10.00am.
Further details of the Company and its investments are available
on the Company's website www.bakersteelresourcestrust.com
Enquiries:
Baker Steel Resources Trust Limited +44 20 7389 8237
Francis Johnstone
Trevor Steel
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
Dear Shareholders,
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 15(th) 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.
Howard Myles
Chairman
3 May 2018
BAKER STEEL RESOURCES TRuST Limited
(the "Company")
(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 15(th) June 2018 at 10.00
am for the purpose of considering and, if thought fit, passing the
following resolutions:
Ordinary 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
GBP200,000.
Special Resolutions
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 15(th) 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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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