BAKER STEEL RESOURCES TRUST
LIMITED
(Incorporated in Guernsey with
registered number 51576 under the provisions of The Companies
(Guernsey) Law, 2008 as amended)
13
September 2024
BAKER STEEL RESOURCES TRUST LIMITED
(the "Company")
LEI:
213800JUXEVF1QLKCC27
Half-Yearly Report and Unaudited Condensed Interim Financial
Statements for the period
1
January 2024 to 30 June 2024
The Company has today, in
accordance with DTR 4.2, released its Half-Yearly Report for the
period ended 30 June 2024. The Report is available via
www.bakersteelcap.com/baker-steel-resources-trust/
and the National Storage
Mechanism.
Further details of the Company and
its investments are available on the Company's website
www.bakersteelcap.com/baker-steel-resources-trust/
Enquiries:
Baker Steel Resources Trust Limited
+44 20 7389 8237
Francis Johnstone
Trevor Steel
Deutsche Numis
+44 20 7260 1000
David Benda (corporate)
James Glass (sales)
Aztec Financial Services (Guernsey)
Limited
Company
Secretary
+44 1481 749771
BAKER STEEL RESOURCES TRUST
LIMITED
Half-Yearly Report and Unaudited
Condensed Interim Financial Statements
For the period from 1
January 2024 to 30 June 2024
CONTENTS
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PAGE
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Chairman's Statement
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2-3
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Investment Manager's
Report
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4-8
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Directors' Report
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9-11
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Unaudited Portfolio
Statement
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12-14
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Unaudited Condensed Interim
Statement of Financial Position
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15
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Unaudited Condensed Interim
Statement of Comprehensive Income
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16
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Unaudited Condensed Interim
Statement of Changes in Equity
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18
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Unaudited Condensed Interim
Statement of Cash Flows
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19
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Notes to the Unaudited Condensed
Interim Financial Statements
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20-29
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Management and
Administration
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30-31
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CHAIRMAN'S STATEMENT
For the period from 1 January 2024 to 30 June
2024
Following several barren years in
the funding market for junior mining development companies, we have
noticed several green shoots appearing in the first half of 2024,
and it is hoped that the market may have turned for the sector in
which your company invests. The NAV per share increased by 4.9% to
81.0 pence with the share price rising by 34% to 53.0 pence at 30
June 2024. Nevertheless, although an encouraging improvement, this
price still puts the shares on a 35% discount to NAV at 30
June.
The general market, as represented
by the larger producers in the MSCI World Metals and Mining Index,
rose 11.4% on the back of stronger commodity prices. As is often
the case, this was led by gold which moved to an all-time high, up
12.8% on 30 June 2024. Since that date it has risen further to
US$2,500 per ounce. Despite this, gold-based equities still trade
at around two thirds of the share prices which they recorded when
bullion was some US$700 per ounce lower. The underperformance of
equities compared to metals prices, although most striking in the
gold sector, also applies to the general mining market which has,
in turn, lagged the overall stock market in recent years. Despite
recent gains and growing M&A activity, the junior mining
equity market can only be regarded currently as one in recovery
rather than in a bull market. History suggests that it is only once
we enter a bull market, with mining equities outperforming general
equities, that junior mining companies strongly outperform
established producers. This might be more pronounced than
previously particularly for junior companies exposed to gold,
silver and future facing metals, such as copper, as the major
diversified miners have been underpinned by the strong iron ore
price in recent years.
At the 2023 year-end, we
highlighted Futura Resources' initial production at its first mine,
Wilton, following the A$30 million convertible financing last
September. Futura has since signed and drawn down a A$34 million
pre-payment debt offtake and marketing facility with a major coal
trading company. This has allowed it to commence development of its
second mine, Fairhill, which is contiguous with Wilton. Wilton took
approximately 3 months to bring into production and Fairhill is
expected to take a similar amount of time: both mines are basic
near-surface open pits with product trucked to the nearby Gregory
Crinum Coal Handling and Preparation Plant. At full capacity the
combined Wilton and Fairhill mines are projected to produce some
1.5 to 2 million tonnes of saleable coking coal for at least the
next 15 years, at a current operating cost of around US$85 per
tonne. During the first half of 2024, the price of hard coking coal
has reverted towards the long-term consensus price of US$210 per
tonne used in the Company's models but at even these lower levels
the mines should still have healthy margins. Your Company owns a
1.5% gross revenue royalty on production from these licenses and
therefore can shortly look forward to receiving its first royalty
receipts.
During 2023, our second largest
investment, CEMOS Group Plc, which produces cement in Morocco,
experienced lower sales of 182,000 tonnes due to subdued economic
activity in the area served by CEMOS. Market conditions have
recovered somewhat in 2024 and CEMOS is on track for sales of over
200,000 tonnes this year. The construction of the calcination
plant, announced in 2023, is progressing well, which will allow
CEMOS to produce its own clinker by the end of this year. By
generating its own clinker and Supplementary Cementitious
Materials, the main ingredient in cement production, CEMOS expects
to significantly reduce costs and enhance the operating margin as
well as lowering associated carbon emissions. CEMOS has identified
a site to construct the second grinding line which it acquired in
2022. This should allow it to double production at the new enhanced
margins, and with installation planned to commence by the end of
this year, first production is anticipated in the second half of
2025. CEMOS is expected to adopt a progressive dividend policy
following the current investment phase.
In recent times, the first part of
the classic "S" shape of the development risk curve has levelled
out noticeably allowing a commensurate increase in project
valuation upon successful financing of the production stage.
Several of the smaller investments in the Company's portfolio,
although in aggregate representing only around 20%, are at such a
pre-financing, pre-step-up in valuation stage. A number of these
made good progress on the project development and financing track
during the first part of 2024, as outlined below.
Notably in June 2024, Caledonia
released the results of the Preliminary Economic Assessment on the
Bilboes project indicating production of 1.5 million ounces of gold
over a 10-year period. The economics, as summarised in the
Investment Manager's report below, look attractive even at US$1,884
per ounce gold price which is used in Caledonia's model; at the
current gold price the outlook is very exciting with the current
NPV being a multiple of Caledonia's current market capitalisation
which mostly reflects just its existing production from the Blanket
mine. We look forward to Caledonia publishing its revised
Feasibility Study in early 2025 together with details of its plans
to finance the development of the mine.
Tungsten West plc made good
progress in the first half of 2024, having been awarded the final
two key operating permits which will allow the Hemerdon tungsten
mine to return to production. An updated feasibility study is due
before the end of the year followed by financing in early 2025.
First Tin plc also maintained good momentum on its Taronga tin
project in Australia, completing a positive feasibility study and
attracting Australia's largest tin producer, Metals X Limited, as a
strategic shareholder.
Kanga and Nussir are also at the
pre-financing stage and progress on the main investments in the
portfolio can be found in the Investment Manager's
Report.
Outlook
The outlook for the global economy
continues to look uncertain with concerns about a wide range of
issues including the Chinese property sector, war continuing in
Ukraine, heightened tension in the Middle East and the growth
prospects in the developed world looking sluggish. However,
inflationary pressures appear to be abating and interest rates are
expected to be reduced during the second half of 2024. A decline in
US interest rates would normally lead to a weaker dollar, which
should be a positive driver for commodity prices, led by
precious metals.
The Company's performance in the
next 12 months is going to be a function of how well Futura ramps
up production from its two mines and CEMOS integrates its new
calcination plant and commences development of its second line to
double production. These two companies should start to generate
significant cashflow from next year. In addition, the Company also
has five investments in Bilboes, Tungsten West, Nussir, First Tin
and Kanga which are ready to be financed into development and if
that can be achieved could make an appreciable impact on NAV. The
nature of these investments means that the timing and success of
them is always difficult to predict, and we are fortunate to have
in Baker Steel our Investment Manager a team of professionals who
have experienced previous market cycles and are able to give us
sound advice for both the short and long-term.
At the recent AGM, I am pleased to
report that the vote to discontinue the Company was not passed and
therefore a vote with regard to continuation will not be proposed
by the Board until the AGM in three years' time as is required by
the Company's Articles. I would like to
thank our shareholders for their continuing support. The Board is
always keen to engage with shareholders and can be contacted via
the Company Secretary.
Corporate
I would like to welcome Patrick
Meier to the Board. Patrick has a long and distinguished career in
corporate finance with a focus on mining for most of his career.
Under his Chairmanship of Ecora Resources plc he guided that
company's transition towards future facing metals, and he has
already made a positive contribution to our strategic
thinking.
As previously announced, at the
end of the year I will be stepping down
from the Board, after 14 years as Chairman since the Company's
listing, and Fiona Perrott-Humphrey will take the Chair on my
retirement. Fiona has been advising in the natural resources sector
for over 30 years and I am confident that I will be leaving the
Company in good hands to guide its strategy. The Company is
approaching an inflexion point where it expects to receive
significant regular income from its two largest investments, and I
believe that is in in a strong position as it moves into a positive
future.
Howard Myles
Chairman
12 September 2024
INVESTMENT MANAGER'S REPORT
For the period from 1 January 2024 to 30 June
2024
Financial Performance
The unaudited Net Asset Value per
Ordinary Share ("NAV") as at 30 June 2024 was 81.0 pence (31
December 2023:77.2 pence), an increase of 4.9% in the period
compared with the increase in the MSCI World Metals and Mining
Index of 11.4% in Sterling terms.
For the purpose of calculating the
NAV per share, unquoted investments were carried at fair value as
at 30 June 2024 as determined by the Directors, based on reports
received from the Investment Manager following a process detailed
in the Annual Report and Account. Quoted investments were carried
at their quoted prices as at that date.
Net assets at 30 June 2024
comprised the following:
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£m
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% of NAV
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Unquoted Investments
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71.5
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83.0
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Quoted Investments
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13.2
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15.2
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Cash and other net
assets
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1.5
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1.8
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86.2
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100.0
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Investment Update
Largest 10 Holdings - 30 June 2024
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% of NAV
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Futura Resources Ltd
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34.2
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Cemos Group plc
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30.6
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Bilboes Royalty
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7.9
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Tungsten West Plc
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4.4
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Caledonia Mining Corporation
Plc
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4.1
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Nussir ASA
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3.8
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Metals Exploration Plc
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3.5
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Silver X Mining
Corporation
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3.4
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First Tin PLC
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2.1
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Kanga Investments Ltd
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1.5
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95.5
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Other Investments
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2.7
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Cash and other net assets
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1.8
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|
|
100.0
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Largest 10 Holdings - 31 December 2023
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% of NAV
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Futura Resources Ltd
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36.3
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CEMOS Group Plc
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29.3
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Bilboes Gold Royalty
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7.2
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Caledonia Mining Corporation
Plc
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5.4
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Kanga Investments Ltd
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3.6
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Silver X Mining
Corporation
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3.5
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Nussir ASA
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4.1
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Metals Exploration Plc
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3.0
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First Tin plc
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2.1
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Tungsten West Plc
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1.7
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96.2
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Other Investments
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3.4
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Cash and other net assets
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0.4
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100.0
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Review
At 30 June 2024, the Company was
fully invested, holding 15 investments of which the top 10 holdings
comprised 95.5% of the portfolio by value. In terms of commodity
the portfolio has exposure to cement, copper, gold, iron, lead,
lithium, potash, silver, steel making coal, tin, tungsten,
vanadium, and zinc. Its projects are located in Australia, Canada,
Germany, Madagascar, Morocco, Norway, Peru, the Philippines,
Republic of Congo, Russia, the UK and Zimbabwe.
During the first half of the year,
the mining market started to show some recovery on the back of
stronger commodity prices. The MSCI World Metals and Mining Index
composed of large and mid-cap companies rose 11.4% in Sterling
terms. The Company's NAV which is more exposed to developing
companies rose 4.9% during the period.
All expressed in US dollar terms,
gold rose 12.8% and silver was up 22.5% during the first half of
2024. Base metals prices were likewise stronger with copper up
11.7%, tin up 29% and tungsten up 11.9%. The exceptions were the
steel making minerals: iron ore down 23.6% and metallurgical coal
down 24.2%. Potash recovered 6.9% following a 42.0% fall in
2023.
The increase in the Company's NAV
of 4.9% in Sterling terms during the period reflected rises in the
carrying values of CEMOS and the Bilboes Gold Royalty outweighing a
fall in the listed price of Caledonia Mining, a reduction in the
carrying value of Kanga Investments, and the write off of Black
Pearl.
The Company's main investments at
the end of the period:
Futura Resources Ltd
("Futura")
Futura owns the Wilton and
Fairhill steel making coal projects in the Bowen Basin in
Queensland, Australia which hold Measured and Indicated resources
of 843 million tonnes of coal.
Investment:
11,309,005
ordinary shares (26.9% - undiluted) valued at £10.9
million
1.5% Gross Revenue Royalty valued at £15.8 million
A$4.7 million convertible loan valued at £2.8 million (23.4% fully
diluted)
Futura commenced production from
its Wilton mine in March 2024. By the end of June 2024, Futura had
washed in excess of 70,000 tonnes at the nearby Gregory Crinum
plant. Results on steel making coal quality and recoveries have
been encouraging but more data is required before a reduction can
be considered in the development risk discounts applied to the
models. Accordingly, the valuations of both the equity and royalty
for Futura were left unchanged at 30 June 2024.
Once in full production, Futura
anticipates that the two mines will produce approximately 1.5 to 2
million tonnes per annum in saleable primary and secondary coking
coal products from its two mines at a cost of around US$85 per
tonne.
Coking coal prices have weakened
during the first half of 2024 towards the long term consensus price
of US$210 per tonne. Once both mines are in full production in
2025, Futura forecasts generating an EBITDA of around A$90m, based
on forward coal price expectations.
CEMOS Group Plc
(''CEMOS'')
CEMOS is a private cement producer
with production operations at Tarfaya in Morocco.
Investment:
24,004,167
ordinary shares (24.3%) valued at £12.6 million
1,045 Convertible Loan Units valued at £13.8 million
Percentage of Company owned at full conversion 31.1%
The cement market in CEMOS's
southern area of Morocco normalized with a strong first quarter
cement sales in line with budgeted annual sales of 220,000 tonnes
for 2024 against the 182,000 tonnes achieved in 2023. Southern
Morocco is one of the fastest growing regions in Morocco, due
mainly to new infrastructure developments in a relatively large and
undeveloped part of the country.
Towards the end of 2023, CEMOS
commenced the development of a Compact Calcination Unit (CCU) at
the Tarfaya cement plant site to produce its own clinker and
supplementary cementitious materials (SCMs), the principal raw
materials in cement production. This will not only provide security
of supply of clinker but should materially reduce costs as well as
lowering the carbon footprint associated with cement production.
Commissioning of the calcination plant remains on track for the
fourth quarter of 2024 with the benefit realised from 2025
onwards.
During 2022 CEMOS acquired a
second grinding plant essentially identical to the existing
operation which will allow it to double its production. A site for
this second plant has been identified and installation is planned
to be undertaken during 2025. The commissioning of this second
plant is anticipated to take place after the CCU plant has been
established in order to manage the impacts on both financial and
human resources.
Cemos' growth strategy is focussed
on the development and marketing of low CO2 "green
cement" products. The Moroccan standards agency is currently
following the European Union initiative of establishing a low
CO2 cement category which is expected to be approved in
the coming months. The main feature of low CO2 cements
are a reduced clinker content through the use of alternative
hydraulic binders. The green cement clinker content can be as low
as 45%, compared to current levels around 70%. These alternative
binders include industrial and natural pozzolans, blast furnace
slags, and fly ash. Cemos has continued extensive development work
in relation to the new type of binders complemented by its CCU
investment.
Bilboes Gold
Royalty
The Company holds a 1% Net Smelter
Royalty ("NSR") over future production from the Bilboes' gold
project in Zimbabwe owned by Caledonia Mining Corporation Plc
("Caledonia"). (See below for details of the Company's equity
investment in Caledonia).
Investment:
1% NSR valued at
£6.8 million
The Bilboes properties host a JORC
compliant Proved and Probable Reserve containing 1.8 million ounces
of gold out of a total Mineral Resource of 3.8 million ounces of
gold.
In June 2024, Caledonia released
the results of the Preliminary Economic Assessment ("PEA") into the
Bilboes project indicating production of 1.5 million ounces of gold
over a 10 year period. Caledonia concluded that a single-phase
development of the project will provide the best economic return
having considered alternative development options for the Project,
including multi-phase development and changes to certain other
aspects of the Project. At a gold price of US$1,884/oz used in the
PEA, the economic model calculated an NPV10% of US$309 million with
an IRR of 34%. At a gold price of US$2,400 per ounce the
project would achieve approximately US$75 million in additional
revenue over the PEA figures each year with the Company receiving
in excess of US$3 million per annum from its 1% Net Smelter Royalty
on the Bilboes mine.
Tungsten West Plc
(''Tungsten West'')
Tungsten West owns the Hemerdon
Tungsten Mine in Devon, United Kingdom and is quoted on the AIM
market of the London Stock Exchange.
Investment:
28,846,515
ordinary shares (15.4%) valued at £1.44 million
£1,200,000 convertible loan valued at £2.27 million
1,657,195 second options valued at £0.04 million
1,657,195 third options valued at £0.02 million
On 16 January 2023 Tungsten West
announced the results of its updated feasibility study on the
Hemerdon tungsten and tin mine in Devon. The feasibility study
detailed a mine with average annual production of 2,900 tonnes of
tungsten (WO3) and 310 tonnes of tin in concentrate
over 27 years. The economics showed a post-tax NPV5% of £297
million with an Internal Rate of Return (IRR) of 25%. It also
highlighted an upside case post-tax NPV5% of £416
million with an IRR of 32%. Total pre-production capex,
corporate commitments and working capital was estimated at £54.9
million.
Key to the economics of the
project is the production of secondary aggregates, a by-product
from mining which, once sold, will provide an early revenue stream
and reduce the storage of barren rock and associated operating
expenditure at site. To enable the delivery of the aggregates
business, and to optimise the core tungsten and tin business, in
December 2023 Tungsten West's Section 73 application, to vary the
tonnage cap associated with the existing permission for 50 truck
movements per day from the site, was approved by Devon County
Council.
In June 2024 Tungsten West
announced that the Environment Agency had granted the permit to
operate the Mineral Processing Facility. This was the final permit
required for Tungsten West to restart operations at Hemerdon With
the permitting process complete, Tungsten West is currently
updating the feasibility study which is expected to be complete in
the second half of 2024 with a view to raising the
capital for redevelopment in the first half of 2025. This will
enable it to recommence production of tungsten and tin in
2026.
Caledonia Mining Corporation
Plc ("Caledonia")
Caledonia is a NYSE, AIM and
Victoria Falls Exchange listed gold producer whose primary assets
are the producing Blanket Mine and the Bilboes gold project
(outlined above) both in Zimbabwe.
Investment:
455,000 ordinary
shares (2.4%) valued at £3.5 million
During the first half of 2024
Caledonia produced 37,823 oz from its Blanket gold mine in
Zimbabwe and reiterated guidance of 74,000 to 78,000 ounces of gold
for the full year 2024. Profit after tax for the period was
reported to be US$13.1 million compared to a loss of US$4.1 million
the previous year.
Caledonia currently pays a
dividend of US$0.14 per quarter. It is expected that at least this
level of dividend will continue until the Bilboes project can be
brought into production.
Nussir ASA
("Nussir")
Nussir is a Norwegian private
company whose key asset is the Nussir copper project in northern
Norway.
Investment:
12,785,361
ordinary shares (12.1%) valued at £3.1 million
NOK 2,000,000 Loan Note valued at £0.17 million
In 2023, Nussir completed the
update of the DFS on its Nussir copper project in northern Norway
changing the operations from diesel based to one based on a fully
electrified mine producing around 14,000 tonnes of copper per year
over a 14 year mine life. The updated DFS economics gave a NPV8% of
US$191 million with an IRR of 22% based on a copper price of
US$8,000 per tonne. Nussir is currently in a formal process of
seeking an industry partner to assist with financing the
development of the mine. Following the period end the Company was
the main subscriber to a deeply discounted rights issue by Nussir
to fund ongoing working capital and as a result increased its
interest in Nussir to 21.6%.
Metals Exploration plc
("Metals Ex")
Metals Ex is an AIM listed company
which owns the Runruno gold mine in the Philippines.
Investment:
63,860,000
ordinary shares (3.0%) valued at £3.1 million
During the first half of 2024
Metals Ex produced of 42,535 ounces from its Runruno gold mine in
the Philippines at an All-in-Sustaining-Cost of US$1,066 per ounce.
This generated positive free cash flow of US$46.4 million, which
allowed it to pay down the remainder of its debt during the
period.
In June 2024, Metals Exploration
plc announced agreement to buy back the 18.6% interest in the
company held by Runruno Holdings Limited for aggregate
consideration of £19.7 million. This will allow it to pursue a
strategy to continue life of the company within the Philippines,
once the Runruno Mine is exhausted in around two years' time.
During Q1 2024, the Company announced the proposed acquisition of
an extensive exploration tenement in the prospective Abra area of
the Philippines, covering 16,200 hectares, which is approximately
200km north of the Company's Runruno mine.
Metals Ex has forecast production
for 2024 of 74,000 - 80,000 ounces of gold at an AISC of between
US$1,175 and US$1,275 per ounce of gold.
Silver X Mining Corporation
("Silver X")
Silver X is a TSX-V listed company
whose Recuperada silver/lead/zinc project in Peru comprises 11,261
Ha of mining concessions centred around a 600 tonne per day
processing plant.
Investment:
19,502,695
ordinary shares (11.7%) valued at £2.9 million
During the first half of 2024
Silver X produced 582,074 ounces of silver equivalent ("AgEq")
(2023H1 566,714 AgEq ozs) at its Nueva Recuperada Silver mine in
Peru. This generated a positive EBITDA of US$1.1 million (2023 loss
US$1.1 million) and an overall loss of US$1.0 million (2023 US$1.5
million loss).
In 2023 Silver X released the
results of a Preliminary Economic Assessment ("PEA") under Canadian
National Instrument 43-101 Standards for the expansion of the
Tangana Mining Unit at Nueva Recuperada. The PEA outlined the
potential to increase annual production to 4.2 million ounces
silver equivalent by constructing an additional recovery plant at a
capital cost of US$61 million to give a post-tax NPV10% of US$175
million.
In May 2024 Silver X signed a
15-year social agreement with the Community of Carhuapata in
Huancavelica in Peru which covers the Plata mining area. Silver X
is currently undertaking a further PEA to incorporate
Plata.
First Tin PLC ("First
Tin")
First Tin is a company listed on
the London Stock Exchange which owns the Taronga tin project in
Australia and the Tellerhäuser and Gottesburg tin projects in
Germany.
Investment:
37,128,014
ordinary shares (14.0%) valued at £1.8 million
On 2 May 2024 First Tin PLC
announced the results of the Definitive Feasibility Study ("DFS")
for its 100% owned Taronga open pit tin project located in New
South Wales, Australia. The DFS outlines an open pit mine mining 5
million tonnes of ore per annum followed by a crushing and a
gravity processing facility. This is forecast to produce an average
of 3,600 tonnes of tin per annum at an All-In-Sustaining costs of
US$15,843 per tonne of tin sold. Pre-production capex is estimated
at US$116 million with the economic model based on US$30,000 per
tonne of tin (currently approximately US$ 31,000/tonne) showing an
NPV8% of US$120 million and an IRR of 28%. In December 2023 tin was
recognised by the Australian Government as a Strategic Material,
which should help with future licencing requirements. The results
of the DFS show significant optionality to further rises in the tin
price.
Whilst the main focus of First Tin
is on Taronga, it also continues to make progress on its second
project, the Tellerhäuser tin project in Saxony, Germany. The
review of a large amount of additional historic drilling data
discovered in the Saxony archives closed gaps in the mineral
resource statement and provided additional resource volume, without
additional cost. This led to a 35% increase in total Indicated plus
Inferred Mineral Resources in April 2024 to 138,600 tonnes of
contained tin.
Kanga Investments Ltd
("Kanga")
Kanga is a private company which
holds the Kanga potash project, in the Republic of the
Congo.
Investment:
56,042 ordinary
shares (6.7%) valued at £1.3 million
Kanga completed a positive
Feasibility Study in 2020 on its Kanga Potash project in the
Republic of Congo for a mine producing 600,000 tonnes per annum of
Muriate of Phosphate ("MOP"). The DFS economic model gave a Net
Present Value at a 10% discount rate of US$511 million with an IRR
of 22% based on an MOP price of US$282 per tonne compared to the
current price of around US$300 per tonne. There has continued to be
good interest in attracting potential partners to acquire or
finance the Kanga potash project but negotiations have been
protracted and in the meantime Kanga has struggled to attract short
term financing to fund working capital. As
a result the carrying value was reduced by 46% until such time as a
definitive transaction is achieved.
Polar Acquisition Limited
("PAL")
PAL is a private company which
holds a 1.8% to 0.9% (reducing over 10 years) net smelter royalty
over the Prognoz silver project ("Prognoz"), 444km north of Yakutsk
in Russia, from Solidcore Resources Plc (formerly Polymetal
International plc). Prognoz has a 267-million-ounce silver
equivalent Indicated and Inferred Mineral Resource at a grade of
755 g/t silver equivalent.
Investment:
16,352 ordinary
shares (49.99%) valued at £1.0 million
In March 2024 Solidcore, sold off
its Russia business which included the Prognoz silver project.
However, the liability to pay the net smelter royalty to PAL
remains with Solidcore (which is now domiciled in Kazakstan) and
the royalty contract has no Russian entities as parties to the
Agreement. Ore has been transported to the Nezhda mine concentrator
(part of the business sold) and is due to be processed in the third
quarter 2024 so that the first royalty payment will be due in the
fourth quarter 2024.
Baker Steel Capital Managers LLP
Investment Manager
12
September 2024
DIRECTORS' REPORT
For the period from 1 January 2024 to 30 June
2024
The Directors of the Company
present the Half-Yearly Report and Unaudited Condensed Interim
Financial Statements for the six months ended 30 June
2024.
The Directors' Report contains
information that covers this period and the period up to the date
of publication of this Report. Please note that more up to date
information is available on the Company's website
www.bakersteelcap.com/baker-steel-resources-trust/.
Status
Baker Steel Resources Trust
Limited (the "Company") is a closed-ended investment company with
limited liability incorporated on 9 March 2010 in Guernsey under
the Companies (Guernsey) Law, 2008 with registration number 51576.
The Company is a registered closed-ended investment scheme
registered pursuant to the Protection of Investors (Bailiwick of
Guernsey) Law, 2020, ("POI Law") and the Registered Collective
Investment Scheme Rules and Guidance, 2021 issued by the Guernsey
Financial Services Commission ("GFSC"). On 28 April 2010 the
Ordinary Shares and Subscription Shares of the Company were
admitted to the Official List of the UK Listing Authority and to
trading on the Main Market of the London Stock Exchange, Premium
Segment.
Investment Objective
The Company's investment objective
is to seek capital growth over the long-term through a focused,
global portfolio consisting principally of the equities, loans or
related instruments of natural resources companies. The Company
invests predominantly in unlisted companies (i.e. those companies
that have not yet made an initial public offering ("IPO")) but also
in listed securities (including special situations opportunities
and less liquid securities) with a view to making attractive
investment returns through the uplift in value resulting from the
development progression of the investee companies' projects and
through exploiting value inherent in market inefficiencies and
pricing anomalies.
Performance
During the period ended 30 June
2024, the Company's unaudited NAV per Ordinary Share increased by
4.9% and the share price increased by 34.2 % on the London Stock
Exchange. This compares with a rise in MSCI World Metals and Mining
Index of 11.4% in Sterling terms. A more detailed explanation of
the performance of the Company is provided within the Investment
Manager's Report on pages 4 to 8.
The results for the period are
shown in the Unaudited Statement of Comprehensive Income on pages
16 and 17 and the Company's financial position at the end of the
period is shown in the Unaudited Statement of Financial Position on
page 15.
Dividend and distribution policy
During the year ended 31 December
2015, the Board introduced a capital returns policy whereby,
subject to applicable laws and regulations, it will allocate cash
for distributions to shareholders. The amount to be distributed
will be calculated and paid following publication of the Company's
audited financial statements for each year and will be no less than
15% of the aggregate net realised cash gains (after deducting
losses) in that financial year. The Board will retain discretion
for determining the most appropriate manner to make such
distribution which may include share buybacks, tender offers and
dividend payments. In the longer term the Board intends to
formulate a more regular dividend policy once it starts to receive
income and dividends from its royalty interests.
Directors and their interests
The Directors of the Company who
served during the period and up until the date of signing of the
financial statements are:
Howard Myles (Chairman)
|
Charles Hansard
|
Fiona Perrott-Humphrey
|
John Falla
|
Patrick Meier (appointed 25 June
2024)
Biographical details of each of
the Directors who were on the Board of the Company at the time of
signing the annual report and financial statements for the year
ended 31 December 2023 ("the Annual Report") are presented
on page 17 of that
report.
Each of the Directors is
considered to be independent in character and judgement.
Each Director is asked to declare
their interests at each Board Meeting. No
Director has any material interest in any
other contract which is significant to the Company's
business.
John Falla holds 100,000 shares in
the Company (31 December 2023: 100,000). Patrick Meier holds 82,261 shares in the Company.
No other director has a beneficial
interest in the Company.
Attendance at the quarterly Board
and Audit Committee meetings during the period was as
follows:
|
Board
Meetings
|
Audit
Committee
Meetings
|
|
Held
|
Attended
|
Held
|
Attended
|
Howard Myles
|
2
|
2
|
2
|
2
|
Charles Hansard
|
2
|
2
|
n/a
|
n/a
|
Fiona Perrott-Humphrey
|
2
|
2
|
2
|
2
|
John Falla
|
2
|
2
|
2
|
2
|
Patrick Meier*
|
2
|
1
|
2
|
1
|
*Appointed on 25 June 2024, therefore, was only
eligible to attend one Board Meeting and one Audit Committee
Meeting
In addition to the quarterly
meetings, ad hoc Board and committee meetings are convened as
required. All Directors contribute to a significant ad hoc exchange
of views between the Directors and the Investment Manager on
specific matters, in particular in relation to developments in the
portfolio.
The Directors are remunerated for
their services at such rate as the Directors determine provided
that the aggregate amount of such fees may not exceed £200,000 per
annum (or such sum as the Company in a general meeting shall from
time to time determine). The Chairman receives a supplement of
£10,000 per annum and the Chairman of the Audit Committee a
supplement of £5,000 per annum.
For the period ended 30 June 2024
the total remuneration of the Directors was £73,526 (30 June 2023:
£72,500) of which £1,026 remains outstanding as at 30 June 2024 (31
December 2023: £36,250).
Authorised share capital
The share capital of the Company
on incorporation was represented by an unlimited number of Ordinary
Shares of no-par value. The Company may issue an unlimited number
of shares of a nominal or par value and/or of no par value or a
combination of both.
Shares in issue
The Company was admitted to
trading on the London Stock Exchange on 28 April 2010. The Company
has a total of 106,453,335 (31 December 2023: 106,453,335) ordinary
shares outstanding with an additional 700,000 (31 December 2023:
700,000) held in treasury. The Company has 9,167 (31 December 2023:
9,167) Management Ordinary shares in issue, which are held by the
Investment Manager.
Going concern
Having reassessed the principal
and emerging risks described on pages
13-14 of the 31 December 2023 Annual
Report, and the other matters discussed in connection with the
viability statement as set out on page 14 of the said report, the
Directors consider it is appropriate to adopt the going concern
basis in preparing these interim Financial Statements. As at 30
June 2024, approximately 17% of the Company's assets were
represented by cash and unrestricted listed and quoted investments
which are readily realisable. The Board are satisfied that the
Company has the resources to continue in business for at least 12
months following the signing of these financial
statements.
At the recent AGM, the vote to
discontinue the Company was not passed and therefore a vote with
regard to continuation will not be proposed by the Board until the
AGM in three years' time as is required by the Company's
Articles.
The Directors are not aware of any
material uncertainties that may cast significant doubt upon the
Company's ability to continue as a going concern.
Related party transactions
Transactions with related parties
are based on terms equivalent to those that prevail in an arm's
length transaction and are disclosed in Note 9.
Principal and emerging risks
The principal and emerging risks
facing the Company, which include market and financial risk and
portfolio management and performance risk, are considered in
detail, on pages 13 and 14 of the 31 December 2023 Annual Report
which is available on the Company's website
www.bakersteelresourcestrust.com. The Directors do not consider
that these risks have materially changed during the period ended 30
June 2024 and do not expect any changes in the second half of
2024.
Directors' responsibility statement
The Directors confirm that to the
best of their knowledge:
-
the condensed set of financial statements have been prepared
in accordance with International Financial Reporting Standards
("IFRS") as adopted by the European Union ("EU") and give a true
and fair view of the assets, liabilities, financial position and
profit or loss of the Company; and
-
the Interim Report and Accounts includes a fair review
of the information required by 4.2.7R and 4.2.8R of the FCA's
Disclosure and Transparency Rules.
Corporate governance compliance
The Company is a member of the
Association of Investment Companies.
The Board has therefore considered
the Principles and Provisions of the AIC Code of Corporate
Governance (AIC Code). The AIC Code addresses the Principles and
Provisions set out in the UK Corporate Governance Code (the UK
Code), as well as setting out additional Provisions on issues that
are of specific relevance to the Company.
The Board considers that reporting
against the Principles and Provisions of the AIC Code, which has
been endorsed by the Financial Reporting Council and the Guernsey
Financial Services Commission, provides more relevant information
to shareholders.
The Company has complied with the
Principles and Provisions of the AIC Code and therefore the UK Code
except as where explained in the Annual Report on pages 21 to
24.
There is no change in compliance
since the Annual Report.
Signed for and on behalf of the
Directors:
Howard Myles
|
John Falla
|
Director
|
Director
|
12 September 2024
UNAUDITED PORTFOLIO STATEMENT
AS AT 30 JUNE 2024
Shares
|
Investments
|
Fair value
|
% of Net
|
/Warrants/
|
|
£
equivalent
|
assets
|
Nominal
|
|
|
|
|
Listed equity
shares
|
|
|
|
|
|
|
|
Australian Dollars
|
|
|
4,091,910
|
Akora Resources Limited
|
323,760
|
0.38
|
|
|
|
|
|
Australian Dollars Total
|
323,760
|
0.38
|
|
|
|
|
|
Canadian Dollars
|
|
|
6,519,395
|
Azarga Metals Corporation
|
56,536
|
0.07
|
19,502,695
|
Silver X Mining
Corporation
|
2,931,532
|
3.40
|
|
|
|
|
|
Canadian Dollars Total
|
2,988,068
|
3.47
|
|
|
|
|
|
Great Britain Pounds
|
|
|
340,000
|
Caledonia Mining Corporation
Plc
|
2,635,000
|
3.06
|
37,128,014
|
First Tin Plc
|
1,811,847
|
2.10
|
63,860,000
|
Metals Exploration Plc
|
3,058,894
|
3.55
|
28,846,515
|
Tungsten West Plc
|
1,436,556
|
1.67
|
|
|
|
|
|
Great Britain Pounds Total
|
8,942,297
|
10.38
|
|
|
|
|
|
United States Dollars
|
|
|
115,000
|
Caledonia Mining Corporation
Plc
|
884,001
|
1.03
|
|
|
|
|
|
United States Dollars Total
|
884,001
|
1.03
|
|
|
|
|
|
Total investments in listed equity shares
|
13,138,126
|
15.24
|
|
|
|
|
|
Debt
instruments
|
|
|
|
|
|
|
|
Australian Dollars
|
|
|
94
|
Futura Resources Limited -
Convertible Loan
|
2,747,111
|
3.19
|
|
|
|
|
|
Australian Dollars Total
|
2,747,111
|
3.19
|
|
|
|
|
|
Canadian Dollars
|
|
|
305,000
|
PRISM Diversified Limited Loan Note
1
|
87,160
|
0.10
|
250,500
|
PRISM Diversified Limited Loan Note
2
|
277,711
|
0.32
|
|
|
|
|
|
Canadian Dollars Total
|
364,871
|
0.42
|
|
|
|
|
|
Great Britain Pounds
|
|
|
1,200,000
|
Tungsten West Convertible
Loan
|
2,268,720
|
2.63
|
|
|
|
|
|
Great Britain Pounds Total
|
2,268,720
|
2.63
|
|
|
|
|
|
|
|
|
Shares
|
Investments
|
Fair value
|
% of Net
|
|
/Warrants/
|
|
£
equivalent
|
assets
|
|
Nominal
|
|
|
|
|
|
United States Dollars
|
|
|
|
7,028,352
|
Black Pearl Limited
Partnership
|
-
|
0.00
|
|
|
|
|
|
|
|
United States Dollars Total
|
-
|
0.00
|
|
|
|
|
|
|
|
Euro
|
|
|
|
1,045
|
CEMOS Group Plc
|
13,789,467
|
15.99
|
|
|
|
|
|
|
|
Euro Total
|
13,789,467
|
15.99
|
|
|
|
|
|
|
|
Norwegian Krone
|
|
|
|
2,000,000
|
Nussir ASA Loan Note
|
167,324
|
0.19
|
|
|
|
|
|
|
|
Norwegian Krone Total
|
167,324
|
0.19
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments in debt instruments
|
19,337,493
|
22.43
|
|
|
|
|
|
|
|
|
|
|
|
|
Unlisted equity shares,
warrants and royalties
|
|
|
|
|
|
|
|
|
|
Australian Dollars
|
|
|
|
10,100,000
|
Futura Gross Revenue
Royalty
|
15,776,971
|
18.30
|
|
11,309,005
|
Futura Resources Limited
|
10,916,430
|
12.66
|
|
|
|
|
|
|
|
Australian Dollars Total
|
26,693,401
|
30.96
|
|
|
|
|
|
|
|
Canadian Dollars
|
|
|
|
666,667
|
Azarga Metals Warrants
09/05/2025
|
0
|
0.00
|
|
13,083,936
|
PRISM Diversified Limited
|
529,497
|
0.61
|
|
40,000
|
PRISM Diversified Limited
Royalty
|
23,125
|
0.03
|
|
324,000
|
Unkur On-sale Entitlement
|
46,829
|
0.05
|
|
|
|
|
|
|
|
Canadian Dollars Total
|
599,451
|
0.69
|
|
|
|
|
|
|
|
Great Britain Pounds
|
|
|
|
24,004,167
|
Cemos Group Plc
|
12,626,192
|
14.64
|
|
1,657,195
|
Tungsten West Plc Second Option
Share Warrants 18/10/2026
|
39,607
|
0.05
|
|
1,657,195
|
Tungsten West Plc Third Option Share
Warrants 18/10/2026
|
23,698
|
0.03
|
|
|
|
|
|
|
|
Great Britain Pounds Total
|
12,689,497
|
14.72
|
|
|
|
|
|
|
|
Norwegian Krone
|
|
|
|
12,785,361
|
Nussir ASA
|
3,076,430
|
3.57
|
|
|
|
|
|
|
|
Norwegian Krone Total
|
3,076,430
|
3.57
|
|
|
|
|
|
|
|
United States Dollars
|
|
|
|
-
|
Bilboes Holdings (Private) Limited -
Royalty
|
6,843,810
|
7.94
|
|
56,042
|
Kanga Investments Limited
|
1,316,312
|
1.53
|
|
16,352
|
Polar Acquisition Limited
|
986,160
|
1.14
|
|
|
|
|
|
|
|
United States Dollars Total
|
9,146,282
|
10.61
|
|
|
|
|
|
|
|
Total Unlisted equity shares, warrants and
royalties
|
52,205,061
|
60.55
|
|
|
|
|
|
|
|
Financial Assets held at fair value through profit or
loss
|
84,680,680
|
98.20
|
|
|
|
|
|
|
|
Other Assets & Liabilities
|
1,535,311
|
1.80
|
|
|
|
|
|
|
|
Total Equity
|
86,215,991
|
100.00
|
|
|
|
|
|
|
| |
UNAUDITED CONDENSED INTERIM STATEMENT OF FINANCIAL
POSITION
AS
AT 30 JUNE 2024
|
|
Unaudited
30 June
2024
|
Audited
31
December
2023
|
|
Notes
|
£
|
£
|
Assets
|
|
|
|
Cash and cash equivalents
|
|
1,201,659
|
277,694
|
Interest receivable
|
|
585,110
|
190,249
|
Other receivables
|
|
26,093
|
30,355
|
Financial assets held at fair value
through profit or loss
|
3
|
84,680,680
|
81,870,016
|
Total assets
|
|
86,493,542
|
82,368,314
|
|
|
|
|
Equity and Liabilities
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
Management fees payable
|
7,9
|
85,023
|
57,735
|
Administration fees
payable
|
|
139,583
|
37,083
|
Audit fees payable
|
|
37,500
|
75,000
|
Directors' fees payable
|
|
1,026
|
36,250
|
Other payables
|
|
14,419
|
2,667
|
Total liabilities
|
|
277,551
|
208,735
|
|
|
|
|
Equity
|
|
|
|
Management Ordinary
Shares
|
8
|
9,167
|
9,167
|
Ordinary Shares
|
8
|
75,972,688
|
75,972,688
|
Revenue Reserves
|
|
8,107,173
|
8,235,802
|
Capital Reserves
|
|
2,126,963
|
(2,058,078)
|
Total equity
|
|
86,215,991
|
82,159,579
|
|
|
|
|
Total equity and liabilities
|
|
86,493,542
|
82,368,314
|
|
|
|
|
Net Asset Value per Ordinary Share
(in Pence)
|
5
|
81.0
|
77.2
|
|
|
|
|
|
|
|
|
|
|
|
|
These unaudited condensed financial
statements on pages 15 to 29 were approved by the Board of
Directors on 12 September 2024 and signed on its behalf
by:
|
|
|
|
|
Howard Myles
|
John Falla
|
Director
|
Director
|
|
UNAUDITED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE
INCOME
FOR
THE PERIOD FROM 1 JANUARY 2024 TO 30 JUNE 2024
|
|
Unaudited period ended 30
June
2024
|
Unaudited period ended 30
June
2024
|
Unaudited period ended 30
June
2024
|
|
|
Revenue
|
Capital
|
Total
|
|
Notes
|
£
|
£
|
£
|
|
|
|
|
|
Income
|
|
|
|
|
Interest income
|
|
542,466
|
-
|
542,466
|
Dividend income
|
|
25,286
|
-
|
25,286
|
Royalties income
|
|
115,038
|
-
|
115,038
|
Net gain on financial assets at fair
value through profit or loss
|
3
|
-
|
4,187,110
|
4,187,110
|
Net foreign exchange loss
|
|
-
|
(2,069)
|
(2,069)
|
Net
income
|
|
682,790
|
4,185,041
|
4,867,831
|
|
|
|
|
|
Expenses
|
|
|
|
|
Management fees
|
7,9
|
448,369
|
-
|
448,369
|
Administration fees
|
|
102,595
|
-
|
102,595
|
Directors' fees
|
9
|
73,526
|
-
|
73,526
|
Other expenses
|
|
105,465
|
-
|
105,465
|
Depositary fees
|
|
16,200
|
-
|
16,200
|
Custody fees
|
|
27,764
|
-
|
27,764
|
Audit fees
|
|
37,500
|
-
|
37,500
|
Total expenses
|
|
811,419
|
-
|
811,419
|
|
|
|
|
|
Net
(loss) / income for the period
|
|
(128,629)
|
4,185,041
|
4,051,412
|
|
|
|
|
|
Earnings per Ordinary Share for the period:
|
|
|
|
|
Basic and Diluted (in
pence)
|
5
|
(0.12)
|
3.93
|
3.81
|
In the period ended 30 June 2024,
there were no other gains or losses
than those recognised above.
|
|
The Directors consider all results
to derive from continuing activities.
|
|
The format of the Statement of
Comprehensive Income follows the recommendations of the AIC
Statement of Recommended Practice.
|
UNAUDITED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE
INCOME
FOR
THE PERIOD FROM 1 JANUARY 2023 TO 30 JUNE 2023
|
|
Unaudited period ended 30
June
2023
|
Unaudited period ended 30
June
2023
|
Unaudited period ended 30
June
2023
|
|
|
Revenue
|
Capital
|
Total
|
|
Notes
|
£
|
£
|
£
|
|
|
|
|
|
Income
|
|
|
|
|
Interest income
|
|
229,828
|
-
|
229,828
|
Dividend income
|
|
176,396
|
-
|
176,396
|
Other income
|
|
1,618
|
-
|
1,618
|
Net loss on financial assets at fair
value through profit or loss
|
3
|
-
|
(12,429,311)
|
(12,429,311)
|
Net foreign exchange loss
|
|
-
|
(5,111)
|
(5,111)
|
Net
income/(loss)
|
|
407,842
|
(12,434,422)
|
(12,026,580)
|
|
|
|
|
|
Expenses
|
|
|
|
|
Management fees
|
7,9
|
453,417
|
-
|
453,417
|
Administration fees
|
|
55,298
|
-
|
55,298
|
Directors' fees
|
9
|
72,500
|
-
|
72,500
|
Other expenses
|
|
97,662
|
-
|
97,662
|
Custody fees
|
|
43,724
|
-
|
43,724
|
Audit fees
|
|
35,000
|
-
|
35,000
|
Total expenses
|
|
757,601
|
-
|
757,601
|
|
|
|
|
|
Net
loss for the period
|
|
(349,759)
|
(12,434,422)
|
(12,784,181)
|
|
|
|
|
|
Earnings per Ordinary Share for the period:
|
|
|
|
|
Basic and Diluted (in
pence)
|
5
|
(0.33)
|
(11.68)
|
(12.01)
|
In the period ended 30 June 2023,
there were no other gains or losses than those recognised
above.
|
|
The Directors consider all results
to derive from continuing activities.
|
|
The format of the Statement of
Comprehensive Income follows the recommendations of the AIC
Statement of Recommended Practice.
|
UNAUDITED CONDENSED INTERIM STATEMENT OF CHANGES IN
EQUITY
FOR
THE PERIOD FROM 1 JANUARY 2024 TO 30 JUNE 2024
|
|
Management
Ordinary
Shares
|
Ordinary
Shares
|
Treasury
Shares
|
Revenue
reserves
|
Capital
reserves
|
Total
Equity
|
|
£
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
Balance as at 1 January
2024
|
9,167
|
76,113,180
|
(140,492)
|
8,235,802
|
(2,058,078)
|
82,159,579
|
Net (loss)/gain for the
period
|
-
|
-
|
-
|
(128,629)
|
4,185,041
|
4,051,412
|
|
|
|
|
|
|
|
Balance as at 30 June 2024
|
9,167
|
76,113,180
|
(140,492)
|
8,107,173
|
2,126,963
|
86,215,991
|
|
|
|
|
|
|
|
UNAUDITED CONDENSED INTERIM STATEMENT OF CHANGES IN
EQUITY
FOR THE PERIOD FROM 1 JANUARY 2023 TO 30 JUNE
2023
|
Management
Ordinary
Shares
|
Ordinary
Shares
|
Treasury
Shares
|
Revenue
reserves
|
Capital
reserves
|
Total
Equity
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
|
Balance as at 1 January
2023
|
9,167
|
76,113,180
|
(140,492)
|
8,771,186
|
(270,193)
|
84,482,848
|
|
Net loss for the period
|
-
|
-
|
-
|
(349,759)
|
(12,434,422)
|
(12,784,181)
|
|
|
|
|
|
|
|
|
|
Balance as at 30 June 2023
|
9,167
|
76,113,180
|
(140,492)
|
8,421,427
|
(12,704,615)
|
71,698,667
|
|
|
|
|
|
|
|
|
|
UNAUDITED CONDENSED INTERIM STATEMENT OF CASH
FLOWS
FOR
THE PERIOD FROM 1 JANUARY 2024 TO 30 JUNE 2024
|
|
|
|
Unaudited Period
ended
30 June
2024
|
Unaudited Period
ended
30 June
2023
|
|
|
£
|
£
|
Cash flows from operating activities
|
|
|
|
Net income/(loss) for the
period
|
|
4,051,412
|
(12,784,181)
|
Adjustments to reconcile net gain for the period to net cash
used in operating activities:
|
|
|
|
Interest income
|
|
(542,466)
|
(229,828)
|
Dividend income
|
|
(25,286)
|
(176,396)
|
Royalties income
|
|
(115,038)
|
-
|
Net (gain)/loss on financial assets
at fair value through profit or loss
|
3
|
(4,187,110)
|
12,429,311
|
Net foreign exchange loss
|
|
2,068
|
-
|
Net decrease/(increase) in other
receivables
|
|
4,262
|
(6,818)
|
Net increase/(decrease) in
payables
|
|
72,908
|
(8,880)
|
|
|
(739,250)
|
(776,792)
|
Interest received
|
|
147,605
|
231,653
|
Dividend received
|
|
25,286
|
176,396
|
Royalties received
|
|
115,038
|
-
|
Net
cash used in operating activities
|
|
(451,321)
|
(368,743)
|
|
|
|
|
Cash flows from investing activities*
|
|
|
|
Purchase of financial assets at fair
value through profit or loss
|
|
(117,931)
|
(772,888)
|
Sale of financial assets at fair
value through profit or loss
|
|
1,493,217
|
1,148,353
|
Net
cash generated from investing activities
|
|
1,375,286
|
375,465
|
|
|
|
|
|
|
|
|
Net
increase in cash and cash equivalents
|
|
923,965
|
6,722
|
|
|
|
|
Cash and cash equivalents at the
beginning of the period
|
|
277,694
|
254,140
|
|
|
|
|
Cash and cash equivalents at the end of the
period
|
|
1,201,659
|
260,862
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
* As permitted
under IFRS, purchases and sales of financial assets at fair value
through profit or loss are classified as investing activities due
the nature and intention to generate future income and cash flows
from these investments
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL
STATEMENTS
FOR
THE PERIOD FROM 1 JANUARY 2024 TO 30 JUNE 2024
1. GENERAL
INFORMATION
Baker Steel Resources Trust
Limited (the "Company") is a closed-ended investment company with
limited liability incorporated and domiciled on 9 March 2010 in
Guernsey under the Companies (Guernsey) Law, 2008 with registration
number 51576. The Company is a registered closed-ended investment
scheme registered pursuant to the Protection of Investors
(Bailiwick of Guernsey) Law, 2020 and the Registered Collective
Investment Scheme Rules and Guidance, 2021 issued by the Guernsey
Financial Services Commission ("GFSC"). On 28 April 2010 the
Ordinary Shares and Subscription Shares of the Company were
admitted to the Official List of the UK Listing Authority and to
trading on the Main Market of the London Stock Exchange. The
Company's Ordinary and Subscription Shares were admitted to the
Premium Listing Segment of the Official List on 28 April
2010.
The final exercise date for the
Subscription Shares was 2 April 2013. No Subscription Shares were
exercised at this time and all residual/unexercised Subscription
Shares were subsequently cancelled.
The Company's portfolio is managed
by Baker Steel Capital Managers (Cayman) Limited (the "Manager").
The Manager has appointed Baker Steel Capital Managers LLP (the
"Investment Manager") as the Investment Manager to carry out
certain duties. The Company's investment objective is to seek
capital growth over the long-term through a focused, global
portfolio consisting principally of the equities, or related
instruments, of natural resources companies. The Company invests
predominantly in unlisted companies (i.e. those companies which
have not yet made an Initial Public Offering ("IPO")) and also in
listed securities (including special situations opportunities and
less liquid securities) with a view to exploiting value inherent in
market inefficiencies and pricing anomalies.
Baker Steel Capital Managers LLP
was authorised to act as an Alternative Investment Fund Manager
("AIFM") of Alternative Investment Funds ("AIFs") on 22 July 2014.
On 14 November 2014, the Investment Manager signed an amended
Investment Management Agreement with the Company, to take into
account AIFM regulations. AIFMD focuses on regulating the AIFM
rather than the AIFs themselves, so the impact on the Company is
limited.
The Half-Yearly financial
report has not been
audited or reviewed by the auditors. However, the Board did procure
the independent external auditor to undertake certain agreed upon
procedures to assist the Audit Committee and Board with its review
of this report.
2. MATERIAL ACCOUNTING POLICY
INFORMATION
The unaudited condensed interim
financial statements in the half year report for the six months
ended 30 June 2024 have been prepared in accordance with
International Accounting Standard (IAS) 34, 'Interim Financial
Reporting' as adopted by the European Union. This half year report
and condensed financial statements should be read in conjunction
with the Company's annual report and financial statements for the
year ended 31 December 2023, which have been prepared in accordance
with International Financial Reporting Standards (IFRS) as adopted
by the European Union and are available at the Company's website
(www.bakersteelresourcestrust.com).
The accounting policies adopted
and methods of computation followed in the condensed interim
financial statements are consistent with those applied in the
preparation of the Company's annual financial statements for the
year ended 31 December 2023 and are expected to be applied to the
Company's annual financial statements for the year ending 31
December 2024.
3. FINANCIAL ASSETS AT FAIR VALUE
THROUGH PROFIT OR LOSS
Investment Summary:
|
Period ended 30
June
2024
|
Year ended 31 December
2023
|
|
£
|
£
|
Opening book cost
|
80,839,379
|
75,709,282
|
Purchases at cost
|
117,067
|
7,871,359
|
Sale of investments
|
(1,690,611)
|
(8,527,232)
|
Net realised
(losses)/gains
|
(197,394)
|
5,785,970
|
Closing cost
|
79,068,441
|
80,839,379
|
Net unrealised gains
|
5,612,239
|
1,030,637
|
Financial assets held at fair value through profit or
loss
|
84,680,680
|
81,870,016
|
The following table analyses net
gains on financial assets at fair value through profit or loss for
the period/year ended 30 June 2024, 31 December 2023 and 30 June
2023.
|
Period ended 30
June
2024
|
Year ended
31 December
2023
|
Period ended 30
June
2023
|
|
£
|
£
|
£
|
Financial assets at fair value through profit or
loss
|
|
|
|
Realised (losses)/gains on:
|
|
|
|
- Listed equity shares
|
(197,394)
|
(1,338,513)
|
(608,024)
|
- Unlisted equity shares
|
-
|
7,123,472
|
9,727,913
|
- Debt instruments
|
-
|
1,011
|
-
|
|
(197,394)
|
5,785,970
|
9,119,989
|
Movement in unrealised gains/(losses) on:
|
|
|
|
- Listed equity
shares
|
2,352,945
|
(5,927,825)
|
(5,391,591)
|
- Unlisted equity
shares
|
(1,015,206)
|
(5,665,664)
|
(13,859,987)
|
- Royalties
|
1,008,999
|
2,028,559
|
(2,718,767)
|
- Debt instruments
|
1,977,405
|
2,384,592
|
765,220
|
- Warrants
|
60,361
|
(391,698)
|
(344,075)
|
|
4,384,504
|
(7,572,036)
|
(21,549,200)
|
Net
gain/(loss) on financial assets at fair value through profit or
loss
|
4,187,110
|
(1,786,066)
|
(12,429,311)
|
The following table analyses
investments by type and by level within the fair valuation
hierarchy at 30 June 2024.
|
Quoted prices in active
markets
|
Quoted market based
observables
|
Unobservable
inputs
|
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
£
|
£
|
£
|
£
|
Financial assets at fair value through profit or
loss
|
|
|
|
|
Listed equity shares
|
13,081,590
|
56,536
|
-
|
13,138,126
|
Unlisted equity shares
|
-
|
-
|
28,464,861
|
28,464,861
|
Royalties
|
-
|
-
|
23,630,066
|
23,630,066
|
Warrants
|
-
|
-
|
110,134
|
110,134
|
Debt instruments
|
-
|
-
|
19,337,493
|
19,337,493
|
|
13,081,590
|
56,536
|
71,542,554
|
84,680,680
|
The following table analyses
investments by type and by level within the fair valuation
hierarchy at 31 December 2023.
|
Quoted prices in active
markets
|
Quoted market based
observables
|
Unobservable
inputs
|
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
£
|
£
|
£
|
£
|
Financial assets at fair value through profit or
loss
|
|
|
|
|
Listed equity shares
|
12,170,931
|
188,483
|
-
|
12,359,414
|
Unlisted equity shares
|
-
|
-
|
29,480,067
|
29,480,067
|
Royalties
|
-
|
-
|
22,621,067
|
22,621,067
|
Warrants
|
-
|
-
|
49,773
|
49,773
|
Debt instruments
|
-
|
-
|
17,359,695
|
17,359,695
|
|
12,170,931
|
188,483
|
69,510,602
|
81,870,016
|
The table below shows a
reconciliation of beginning to ending fair value balances for Level
3 investments and the amount of total gains or losses for the
period included in net gain on financial assets and liabilities at
fair value through profit or loss held at 30 June 2024.
|
|
|
|
|
|
30
June 2024
|
Unlisted
Equities
|
Royalties
|
Debt
instruments
|
Warrants
|
Total
|
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
Opening balance 1 January
2024
|
29,480,068
|
22,621,067
|
17,359,694
|
49,773
|
69,510,602
|
Purchases of investments
|
-
|
-
|
117,067
|
-
|
117,067
|
Sales of investments
|
-
|
-
|
(116,673)
|
-
|
(116,673)
|
Change in net unrealised
(losses)/gains
|
(1,015,207)
|
1,008,999
|
1,977,405
|
60,361
|
2,031,558
|
Closing balance 30 June
2024
|
28,464,861
|
23,630,066
|
19,337,493
|
110,134
|
71,542,554
|
|
|
|
|
|
|
Unrealised gains on investments
still held at 30 June 2024
|
3,868,739
|
4,962,778
|
6,034,163
|
110,056
|
14,975,736
|
The table below shows a
reconciliation of beginning to ending fair value balances for Level
3 investments and the amount of total gains or losses for the year
included in net loss on financial assets and liabilities at fair
value through profit or loss held at 31 December 2023.
|
Unlisted
|
|
Debt
|
|
|
31
December 2023
|
Equities
|
Royalties
|
instruments
|
Warrants
|
Total
|
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
Opening balance 1 January
2023
|
41,514,956
|
14,808,689
|
11,364,120
|
441,471
|
68,129,236
|
Purchases of investments
|
-
|
5,783,819
|
3,973,519
|
-
|
9,757,338
|
Sales of investments
|
(13,492,696)
|
-
|
(363,548)
|
-
|
(13,856,244)
|
Movement in net unrealised
(losses)/gains
|
(5,665,664)
|
2,028,559
|
2,384,592
|
(391,698)
|
(1,644,211)
|
Realised gains
|
7,123,472
|
-
|
1,011
|
-
|
7,124,483
|
Closing balance 31 December
2023
|
29,480,068
|
22,621,067
|
17,723,242
|
49,773
|
69,510,602
|
|
|
|
|
|
|
Unrealised gains on investments
still held at 31 December 2023
|
4,883,945
|
3,953,779
|
4,060,311
|
49,773
|
12,947,808
|
It is the Company's policy to
recognise a change in hierarchy level when there is a change in the
status of the investment, for example when a listed company delists
or vice versa, or when shares previously subject to a restriction
have that restriction released. The transfers between levels are
recorded either on the value of the investment immediately after
the event or the carrying value of the investment at the beginning
of the financial year.
In determining an investment's
position within the fair value hierarchy, the Directors take into
consideration the following factors:
Investments whose values are based
on quoted market prices in active markets are classified within
Level 1. These include listed equities with observable market
prices. The Directors do not adjust the quoted price for such
instruments, even in situations where the Company holds a large
position, and a sale could reasonably impact the quoted price.
The Company does not currently hold a sufficiently large position
in any listed company that it could impact the quoted price via a
sale of its investment.
As at 30 June 2024, the Investment
Manager prepared the valuations and considered whether there were
any changes to performance or the circumstances of the underlying
investments which would affect the fair values. Methods,
assumptions, and data were consistently applied period on period
except for certain private equity investments where a change in
assumption is deemed appropriate to reflect the change in the
market conditions or investment-specific factors. The Investment
Manager then made recommendations to the Board of the fair values
as at 30 June 2024.
Investments that trade in markets
that are not considered to be active but are valued based on quoted
market prices, dealer quotations or alternative pricing sources
supported by observable inputs, are classified within Level 2.
These include certain less-liquid listed equities.
Level 2 investments are valued with reference to
the listed price of the shares should they be freely tradable after
applying a discount for illiquidity if relevant. As Level 2
investments include positions that are not traded in active markets
and/or are subject to transfer restrictions, valuations may be
adjusted to reflect illiquidity and/or non-transferability, which
are generally based on available market information. The Company
held one Level 2 investment at 30 June 2024 (31 December 2023:
one).
Investments classified within
Level 3 have significant unobservable inputs. They include unlisted
debt instruments, royalty rights, unlisted equity shares and
warrants. Level 3 investments are valued using valuation techniques
explained below. The inputs used by the Directors in estimating the
value of Level 3 investments include the original transaction
price, recent transactions in the same or similar instruments if
representative in volume and nature, completed or pending
third-party transactions in the underlying investment of comparable
issuers, subsequent rounds of financing, recapitalisations and
other transactions across the capital structure, offerings in the
equity or debt capital markets, and changes in financial ratios or
cash flows. Level 3 investments may also be adjusted with a
discount to reflect illiquidity and/or non-transferability in the
absence of market information.
Valuation methodology of Level 3
investments
The primary valuation technique is
of "Latest Recent Transaction" being either recent external fund
raises or transactions. In all cases the valuation considers
whether there has been any change since the transaction that would
indicate the price is no longer fair value. Where an unquoted
investment has been acquired or where there has been a material
arm's length transaction during the past six months it will be
carried at transaction value, having taken into account any change
in market conditions and the performance of the investee company
between the transaction date and the valuation date. If it is
assessed that a recent transaction is not at an arm's length or
there are other indicators that it has not been executed at a price
that is indicative of fair value, then the transaction value will
not be used as the carrying value of the investment. Where there
has been no Latest Recent Transaction the primary valuation driver
is IndexVal. For each core unlisted investment, the Company
maintains a weighted average basket of listed companies which are
comparable to the investment in terms of commodity, stage of
development and location ("IndexVal"). IndexVal is used as an
indication of how an investment's share price might have moved had
it been listed. Movements in commodity prices are deemed to have
been taken into account by the movement of IndexVal.
A secondary tool used by
Management to evaluate potential investments as well as to provide
underlying valuation references for the Fair Value already
established is Development Risk Adjusted Value ("DRAV"). DRAVs are
not a primary determinant of Fair Value. The Investment Manager prepares discounted cash flow models
for the Company's core investments annually taking into account
significant new information, and for decision making purposes when
required. From these, DRAVs are derived. The computations are based
on consensus forecasts for long term commodity prices and investee
company management estimates of operating and capital costs. Some
market analysts incorporate development risk into the discount rate
in arriving at a net present value ("NPV"). Instead, the Investment
Manager establishes an NPV discounted purely for cost of capital
and country risk and then applies a further overall discount to the
project economics dependent on where such project sits on the
development curve per the DRAV calculations.
The valuation technique for Level
3 investments can be divided into seven groups:
i. Transactions & Offers
Where there have been transactions
within the past 6 months either through a capital raising by the
investee company or known secondary market transactions,
representative in volume and nature and conducted on an arm's
length basis, this is taken as the primary driver for valuing Level
3 investments, having taken into account of any change in market
conditions and the performance of the investee company between the
transaction date and the valuation date. This includes offers,
binding or otherwise from third parties around the year end which
may not have completed prior to the year-end but have a high chance
of success and are considered to represent the situation at year
end.
ii. IndexVal
Where there have been no known
transactions for 6 months, at the Company's half year and year end,
movements in IndexVal will generally be taken into account in
assessing Fair Value where there has been at least a 10% movement
in IndexVal over at least a six-month period. The IndexVal results
are used as an indication of trend and are viewed in the context of
investee company progress and any requirement for finance in the
short term for further progression.
iii. Royalty Valuation Model
The rights to receive royalties
are valued on projected cashflows taking into account expected time
to production and development risk and adjusted for movement in
commodity prices.
iv. EBITDA Multiple
In the case of CEMOS Group plc,
which moved to full production during 2020 and so could reflect
maintainable earnings, its main asset is a cement plant with no
defined life like a mining project and therefore has been valued on
the basis of a multiple of a blend of historical and forecast
earnings before interest, tax, depreciation and amortisation
("EBITDA") when compared to listed comparable cement
producers.
v. Market Comparison
In the case of Futura Resources
Ltd which moved into production in early 2024, it was valued with
reference to comparable listed coal producers both in terms of
EBITDA multiple and Net Present Value duly discounted for its stage
of development.
vi. Warrants
Warrants are valued using a
simplified Black Scholes model taking into account time to expiry,
exercise price and volatility. Where there is no established market
for the underlying shares the average volatility of the companies
in that investment's basket of IndexVal comparables is utilised in
the Black Scholes model.
vii. Convertible loans
Convertible loans are valued
taking into account the value of the conversion option based on a
binomial model along with the associated credit risk of the
instrument.
Quantitative information on significant unobservable inputs -
Level 3
Description
|
30 June
2024
£
|
Valuation
technique
|
Unobservable
input
|
Range of unobservable
input
(weighted
average)
|
|
|
|
|
|
Unlisted Equity
|
1,845,808
|
Transactions & expected
Transactions
|
Private transactions
|
n/a
|
Unlisted Equity
|
3,076,430
|
IndexVal
|
Change in IndexVal
|
+73%/-81%
|
Unlisted Equity
|
23,542,623
|
EBITDA Multiple
|
EBITDA Multiple
|
4-14x
|
|
|
|
|
|
Royalties
|
23,606,941
|
Royalty Valuation model
|
Commodity price and discount
risk
|
|
Royalties
|
23,125
|
other
|
n/a
|
n/a
|
Debt Instruments
|
|
|
|
|
|
|
|
|
|
Convertible Loans
|
18,805,298
|
Valued at fair value with
reference to credit risk
|
Rate of Credit Risk
|
20%-40%
|
Other Loans
|
532,195
|
Risk Discount
|
|
0%-60%
|
|
|
|
|
|
Warrants
|
63,304
|
Discount for project
milestones
|
Discount
|
40%-64%
|
Contingent Interest
|
46,829
|
Discount to external
valuation
|
Risk Discount
|
+/-75%
|
Description
|
31 December
2023
£
|
Valuation
technique
|
Unobservable
input
|
Range of unobservable
input
(weighted
average)
|
|
|
|
|
|
Unlisted Equity
|
3,773,733
|
Transactions
|
Private transactions
|
n/a
|
Unlisted Equity
|
3,206,973
|
IndexVal
|
Change in index
|
+38%/-53%
|
Unlisted Equity
|
22,499,362
|
EBITDA Multiple
|
EBITDA Multiple
|
4x -
14x
|
Royalties
|
22,621,067
|
Royalty Valuation model
|
Commodity price and discount rate
risk
|
10% -
70%
|
Unlisted Equity
|
-
|
Other
|
Exploration results, study results,
financing
|
n/a
|
Debt Instruments
|
|
|
|
|
Black Pearl Limited
Partnership
|
343,388
|
Valued at mean estimated
recovery
|
Estimated recovery
range
|
+/-50%
|
Other Convertible
Debentures/Loans
|
17,016,306
|
Valued at fair value with
reference to credit risk
|
Rate of Credit Risk
|
20%-40%
|
|
|
|
|
|
Warrants
|
1,736
|
Simplified Black Scholes
Model
|
Volatilities
|
50%
|
Contingent Interest
|
48,037
|
Discounted External
valuation
|
Discount
|
+/-40%
|
Information on third party
transactions in unlisted equities is derived from the Investment
Manager's market contacts. The change in IndexVal for each
particular unlisted equity is derived from the weighted average
movements of the individual baskets for that equity so it is not
possible to quantify the range of such inputs.
The significant unobservable
inputs used in the fair value measurement categorised within Level
3 of the fair value hierarchy together with a quantitative
sensitivity analysis as at 30 June 2024 are as shown
below:
Description
|
Input
|
Sensitivity used*
|
Effect on Fair Value (£)
|
Unlisted Equity
|
Transactions & Expected
Transactions
|
+/-
20%
|
+/-369,162
|
Unlisted Equity
|
Change in IndexVal
|
+73%/-81%*
|
+2,245,794/-2,491,909
|
Unlisted Equity
|
EBITDA Multiple
|
+/-
20%
|
+/-4,708,525
|
On-sale entitlement
|
Discount to valuation
|
+/-50%
|
+/-23,414
|
Royalties
|
Commodity Price
|
+/-20%
|
+/-4,721,388
|
Royalties
|
Discount Rate
|
+/-20%
|
-2,836,851/+£3,425,708
|
Debt Instruments
|
|
Convertibles/Loans
|
Risk discount rate
|
+/-20%
|
-1,883,308/+573397
|
Convertible Loans
|
Volatility
|
+/-40%
|
+486,341/-441,980
|
|
|
|
|
Warrants
|
Risk Discount Rate
|
+/-40%
|
-47,488/+68,594
|
* The sensitivity analysis refers to a percentage amount added or
deducted from the input and the effect this has on the fair value.
The +73%/-81% sensitivity was used as this was the range of
movements of the constituents in the IndexVal basket for
Nussir..
The significant unobservable
inputs used in the fair value measurement categorised within Level
3 of the fair value hierarchy together with a quantitative
sensitivity analysis as at 31 December 2023 are as shown
below:
Description
|
Input
|
Sensitivity used
|
Effect on Fair Value (£)
|
Unlisted Equity
|
Transactions & Expected
Transactions
|
+/-
20%
|
+/-754,747
|
Unlisted Equity
|
Change in IndexVal
|
+38%/-53%**
|
+
1,218,650 /-1,699,695
|
Unlisted Equity
|
EBITDA Multiple
|
+/-
20%
|
+/-
4,499,872
|
Royalties
|
Commodity Price
|
+/-20%
|
+/-
4,524,213
|
Royalties
|
Discount Rate
|
+/-20%
|
-2,708,225/+3,299,807
|
Debt Instruments
|
|
Black Pearl Limited
Partnership
|
Probability weighting
|
+/-50%
|
+/-
171,825
|
Others/Loans
|
Risk discount rate
|
+/-20%
|
-1,890,967 /+ 700,781
|
Convertibles /Loans
|
Volatility of Index
Basket
|
+/-40%
|
+
549,500 /-492,756
|
Warrants
|
Volatility of Index
Basket
|
+/-40%
|
+ 1,326
/-79
|
|
Risk of milestones being
achieved
|
+/-20%
|
+795/-662
|
Contingent Interest
|
Risk discount rate
|
+/-20%
|
+/-19,215
|
** The sensitivity analysis refers to a percentage amount
added or deducted from the input and the effect this has on the
fair value. The +44%/-79% sensitivity was used as this was the
range of movements of the constituents in the IndexVal baskets for
Nussir
4. NET ASSET VALUE PER SHARE AND
EARNINGS PER SHARE
Net asset value per share is based
on the net assets of £86,215,991 (31 December 2023: £82,159,579)
and 106,462,502 (31 December 2023: 106,462,502) Ordinary Shares,
being the number of shares in issue at 30 June 2024, 31 December
2023 and 30 June 2023, excluding 700,000 shares which are held in
treasury. The calculation for basic and diluted NAV per share is as
below:
|
30 June
2024
|
31 December
2023
|
Net assets at the period end
(£)
|
86,215,991
|
82,159,579
|
Number of shares
|
106,462,502
|
106,462,502
|
Net asset value per share (in pence)
basic and diluted
|
81.0
|
77.2
|
|
30 June
2024
|
30 June
2023
|
Net Profit/(loss) for the period
(£)
|
4,051,411
|
(12,784,181)
|
Number of shares
|
106,462,502
|
106,462,502
|
Earnings per ordinary share (in
pence) basic and diluted
|
3.81
|
(12.01)
|
There are no outstanding
instruments which could result in the issue of new shares or dilute
the issued share capital.
5. TAXATION
The Company is a Guernsey Exempt Company and
is therefore not subject to taxation in Guernsey on its income
under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989. An
annual exemption fee of £1,600 (2023: £1,200) has been paid. The
Company may, however, be exposed to taxes in certain other
territories in which it invests such as withholding taxes on
interest payments and dividends and taxes on realisations of
investments.
6. MANAGEMENT AND
PERFORMANCE FEES
The Manager was appointed pursuant to a
management agreement with the Company dated 31 March 2010 (the
"Management Agreement"). The Company pays a management fee which is
equal to 1/12th of 1.75 per cent of the total average market
capitalisation of the Company during each month. The management fee
is calculated and accrued as at the last business day of each month
and is paid monthly in arrears.
The management fee for the period
ended 30 June 2024 was £448,369
(30 June 2023: £453,417) of which £85,023 (31
December 2023: £ 57,735) was outstanding
at the period end.
The Manager is also entitled to a performance
fee. The Performance Period is each 12-month period ending on
31 December (the "Performance Period"). The amount of the
performance fee is 15 per cent of the total increase in the NAV, if
the Hurdle has been met, at the end of the relevant Performance
Period, over the highest previously recorded NAV as at the end of a
Performance Period in respect of which a performance fee was last
accrued, having adjusted for numbers of Ordinary Shares issued
and/or repurchased ("Highwater Mark"). The Hurdle is the Issue
Price multiplied by the shares in issue, increased at a rate of 8%
per annum compounded to the end of the relevant performance period.
In addition, the performance fee will only become payable if there
have been sufficient net realised gains. As at 30 June 2024, the
Highwater Mark was the equivalent of approximately 94 pence per
share with the relevant Hurdle being the equivalent of
approximately 183 pence per share.
There were no performance fees earned for the
current or prior period.
Amendments have been made to the Management
Agreement and Investment Management Agreements with the Manager and
Investment Manager respectively, such that, that proportion of the
Management Fee associated with discretionary fund management is now
paid directly to the Investment Manager i.e. the Manager now
receives no income from its appointment as a discretionary fund
manager pursuant to the Management Agreement, and this is paid
directly to the Investment Manager. There is no impact whatsoever
on the overall Management Fee paid by the Company. The amendments
are effective from 1 July 2024.
If the Company wishes to terminate the
Management Agreement without cause it is required to give the
Manager 12 months prior notice or pay to the Investment Manager
and Manager an amount equal to: (a) the aggregate investment
management fee which would otherwise have been payable during the
12 months following the date of such notice (such amount to be
calculated for the whole of such period by reference to the Market
Capitalisation prevailing on the Valuation Day on or immediately
prior to the date of such notice); and (b) any performance fee
accrued at the end of any Performance Period which ended on or
prior to termination and which remains unpaid at the date of
termination which shall be payable as soon as, and to the extent
that, sufficient cash or other liquid assets are available to the
Company (as determined in good faith by the Directors), provided
that such accrued performance fee shall be paid prior to the
Company making any new investment or settling any other
liabilities; and (c) where termination does not occur at 31
December in any year, any performance fee accrued at the date of
termination shall be payable as soon as and to the extent that
sufficient cash or other liquid assets are available to the Company
(as determined in good faith by the Directors), provided that such
accrued performance fee shall be paid prior to the Company making
any new investment or settling any other liabilities.
7. SHARE
CAPITAL
The share capital of the Company on
incorporation was represented by an unlimited number of Ordinary
Shares of no par value. The Company may issue an unlimited number
of shares of a nominal or par value and/or of no par value or a
combination of both.
The Company has a total of 106,453,335 (31
December 2023: 106,453,335) Ordinary Shares in issue with an
additional 700,000 (31 December 2023: 700,000) held in treasury. In
addition, the Company has 9,167 (31 December 2023: 9,167)
Management Ordinary Shares in issue, which are held by the
Investment Manager.
The Ordinary Shares are admitted
to the Premium Listing segment of the Official List of the London
Stock Exchange. Holders of Ordinary Shares have the right to
receive notice of and to attend and vote at general meetings of the
Company.
Each holder of Ordinary Shares
being present in person or by proxy at a meeting will, upon a show
of hands, have one vote and upon a poll each such holder of
Ordinary Shares present in person or by proxy will have one vote
for each Ordinary Share held by him.
The details of issued share
capital of the Company are as follows:
|
30 June
2024
|
31 December
2023
|
|
Amount*
|
No. of
shares*
|
Amount*
|
No. of
shares*
|
|
£
|
|
£
|
|
Issued and fully paid share capital
|
|
|
|
|
Ordinary Shares of no par
value**
|
76,122,347
|
107,162,502
|
76,122,347
|
107,162,502
|
(including Management Ordinary
Shares)
|
|
|
|
|
Treasury Shares
|
(140,492)
|
(700,000)
|
(140,492)
|
(700,000)
|
Total Share Capital
|
75,981,855
|
106,462,502
|
75,981,855
|
106,462,502
|
The outstanding Ordinary Shares as at the
period ended 30 June 2024 are as follows:
|
|
|
|
|
|
|
Ordinary
Shares
|
Treasury
Shares
|
|
Amount*
|
No. of
shares*
|
Amount
|
No. of
shares
|
|
£
|
|
£
|
|
Balance at 1 January 2024 & 30
June 2024
|
76,122,347
|
106,462,502
|
140,492
|
700,000
|
|
|
|
* Includes 9,167 (31 December 2023: 9,167) Management
Ordinary Shares.
** The value reported for the Ordinary Shares represents the
net of subscriptions and redemptions (including any associated
expenses).
The outstanding Ordinary Shares as at the year
ended 31 December 2023 are as follows:
|
|
|
|
|
|
|
Ordinary
Shares
|
Treasury
Shares
|
|
Amount*
|
No. of
shares*
|
Amount
|
No. of
shares
|
|
£
|
|
£
|
|
Balance at 1 January 2023 & 31
December 2023
|
76,122,347
|
106,462,502
|
140,492
|
700,000
|
|
|
|
* Includes 9,167
(31 December
2023: 9,167) Management Ordinary Shares.
8. RELATED
PARTY TRANSACTIONS
The Investment Manager, Baker Steel Capital
Managers LLP, had an interest in 9,167 Management Ordinary Shares
at 30 June 2024 (31 December 2023: 9,167).
The Management fees paid and accrued for the
year are disclosed under Note 6.
David Baker and Trevor Steel, Directors of the
Manager, are interested in the shares held by Northcliffe Holdings
Limited and The Sonya Trust respectively, which are therefore
considered to be Related Parties. Northcliffe Holdings Limited
holds 12,460,677 shares (31 December 2023; 12,460,677) and The
Sonya Trust holds 12,637,350 shares (31 December 2023:
12,637,350).
John Falla holds 100,000 shares in the Company
(31 December 2023: 100,000). Patrick Meier holds 82,261 shares in
the Company.
Management fees and Directors' fees paid and
accrued during the periods to 30 June were:
|
|
2024
|
2023
|
|
|
£
|
£
|
Management fees
|
448,369
|
453,417
|
Directors' fees
|
73,526
|
72,500
|
The Management fees and Directors' fees
outstanding at the period/year-end were:
|
|
30 June 2024
|
31 December 2023
|
|
|
£
|
£
|
Management fees
|
|
85,023
|
57,735
|
Directors' fees
|
|
1,026
|
36,250
|
9.
SUBSEQUENT EVENTS
There were no events subsequent to
the period end that materially impacted the Company.
MANAGEMENT AND ADMINISTRATION
|
|
|
|
|
|
DIRECTORS:
|
|
Howard Myles (Chairman)
|
|
|
Charles Hansard
|
|
|
Fiona Perrott-Humphrey
|
|
|
John Falla
Patrick Meier (appointed 25 June
2024)
|
|
|
(all of whom are non-executive and
independent)
|
|
|
|
REGISTERED OFFICE:
|
|
East Wing, Trafalgar
Court
|
|
|
Les Banques
|
|
|
St. Peter Port
|
|
|
Guernsey, GY1 3PP
|
|
|
Channel Islands
|
|
|
|
MANAGER:
|
Baker Steel Capital Managers
(Cayman) Limited
|
|
|
PO Box 309
|
|
|
George Town
|
|
|
Grand Cayman, KY1-1104
|
|
|
Cayman Islands
|
|
|
|
INVESTMENT MANAGER:
|
|
Baker Steel Capital Managers
LLP
|
|
|
34 Dover Street
|
|
|
London, W1S 4NG
|
|
|
United Kingdom
|
|
|
|
STOCKBROKERS:
|
Deutsche Numis
|
|
|
45 Gresham Street
|
|
|
London, EC2V 7BF
|
|
|
United Kingdom
|
|
|
|
SOLICITORS TO THE COMPANY:
|
Norton Rose Fulbright
LLP
|
(as to English law)
|
|
3 More London Riverside
|
|
|
London, SE1 2AQ
|
|
|
United Kingdom
|
|
|
|
ADVOCATES TO THE COMPANY:
|
|
Mourant Ozanne
|
(as to Guernsey law)
|
|
Royal Chambers
|
|
|
St Julian's Avenue
|
|
|
St. Peter Port
|
|
|
Guernsey, GY1 4HP
|
|
|
Channel Islands
|
ADMINISTRATOR & COMPANY SECRETARY:
|
Aztec Financial Services (Guernsey)
Limited
|
|
East Wing, Trafalgar
Court
|
|
Les Banques
|
|
St. Peter Port
|
|
Guernsey, GY1 3PP
|
|
Channel Islands
|
CUSTODIAN TO THE COMPANY:
|
Liberum Wealth Limited
|
|
|
1st Floor, Royal
Chambers
|
|
|
St Julian's Avenue
|
|
|
St. Peter Port
|
|
|
Guernsey, GY1 2HH
|
|
|
Channel Islands
|
|
|
|
SAFEKEEPING AND MONITORING AGENT:
|
|
Liberum Wealth Limited
|
|
|
1st Floor, Royal Chambers
|
|
|
St Julian's Avenue
|
|
|
St. Peter Port
|
|
|
Guernsey, GY1 2HH
|
|
|
Channel Islands
|
|
|
|
INDEPENDENT AUDITOR:
|
|
BDO Limited
|
|
|
P.O. Box 180
|
|
|
Plaza House
|
|
|
2nd Floor, Admiral Park
|
|
|
St. Peter Port
|
|
|
Guernsey, GY1 3LL
|
|
|
Channel Islands
|
|
|
|
REGISTRAR:
|
|
Computershare Investor Services
(Guernsey) Limited
|
|
|
2nd Floor, Lefebvre
Place
Lefebvre Street
|
|
|
St Peter Port
|
|
|
Guernsey
|
|
|
GY1 2JP
|
|
|
|
UK
PAYING AGENT AND TRANSFER AGENT:
|
|
Computershare Investor Services
(Jersey) Limited
|
|
|
Queensway House
Hilgrove Street
|
|
|
St Helier
|
|
|
JE11ES
|
|
|
Jersey
|
RECEIVING AGENT:
|
|
Computershare Investor Services
(Jersey) Limited
|
|
|
Queensway House
Hilgrove Street
|
|
|
St Helier
|
|
|
JE11ES
|
|
|
Jersey
|
PRINCIPAL BANKER:
|
|
HSBC Bank plc
|
|
|
Arnold House
|
|
|
St Julian's Avenue
|
|
|
St. Peter Port
|
|
|
Guernsey, GY1 3NF
|
|
|
Channel Islands
|