EGM Statement and Issue of Equity

RNS Number : 6982F

Baker Steel Resources Trust Ltd

24 February 2015

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus published by Baker Steel Resources Trust Limited dated 26 January 2015 (the "Prospectus") in connection with a placing and open offer of new ordinary shares and the admission of such new ordinary shares (the "Ordinary Shares") to the premium segment of the Official List of the Financial Conduct Authority (the "Official List") and to trading on London Stock Exchange plc's main market for listed securities (the "London Stock Exchange"). A copy of the Prospectus is available from the Company's website. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

BAKER STEEL RESOURCES TRUST LIMITED

23 FEBRUARY 2015

RESULT OF EGM AND ISSUE OF EQUITY

Result of EGM

The Board of Baker Steel Resources Trust Limited (the "Company") are pleased to announce that at the Extraordinary General Meeting of the Company held at Arnold House, St. Julian's Avenue, St Peter Port, Guernsey GY1 3NF at 9.30 a.m. on Monday, 23 February 2015 all of the resolutions, as set out in the shareholder circular dated 26 January 2015, were duly passed.

Issues of equity

Initial Placing and the Open Offer

The issue price of the New Ordinary Shares to be issued under the Initial Placing and the Open Offer (the" Initial Issue Shares") is equal to 85 per cent. of the prevailing Net Asset Value per Ordinary Share as at the Calculation Date (the "Initial Issue Price").

As at 18 February 2015, being the Calculation Date, the prevailing Net Asset Value per Ordinary Share of Company was 42.6 pence and, accordingly, the Initial Issue Price is 36.2 pence per New Ordinary Share.

The Company has received valid applications for 3,192,141 New Ordinary Shares to be issued under the Open Offer at the indicative issue price of 38.2p per New Ordinary Share. As the Net Asset Value per Ordinary Share as at the Calculation Date is less than 44.9p (being the Net Asset Value per Ordinary Share as at 31 December 2014 on which the indicative issue price was calculated), every Qualifying Shareholders' valid Open Offer application will be adjusted on a pro rata basis to reflect the resulting lower Initial Issue Price and the number of New Ordinary Shares to which each Qualifying Shareholder has subscribed has been increased accordingly. Therefore, 3,368,488 New Ordinary Shares have been issued in respect of valid applications under the Open Offer.

Acquisitions

A total of 38,819,601 Acquisition Shares have also been issued in respect of the assets to be acquired pursuant to the Acquisition Agreements, this issue comprising 30,468,522 New Ordinary Shares issued at 42.6p per New Ordinary Share as consideration for the acquisition of unlisted investments and 8,351,079 New Ordinary Shares issued at 36.2p per New Ordinary Share as consideration for the acquisition of listed investments.

Settlement

Application has been made for 42,188,089 New Ordinary Shares to be issued pursuant to the Initial Issue and the Acquisitions to be admitted to listing on the premium segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective, and dealings will commence, on 25 February 2015.

The Company will instruct Euroclear on or around 25 February 2015 (or as soon as practicable thereafter) to credit the appropriate stock accounts in CREST of the placees and subscribers (on a deliver versus payment basis) with their respective entitlements to New Ordinary Shares. Temporary documents of title will not be issued pending the dispatch by post of definitive certificates, which is expected to take place in the week commencing 2 March 2015.

The Acquisition Shares and New Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares, save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the Acquisition Shares and New Ordinary Shares. Following Admission, the number of Ordinary Shares that the Company will have in issue will be 113,891,865.

Further Additional Investments

In addition to the Additional Investments which will be acquired under the Acquisition Agreements, the Investment Manager has also identified a number of holdings of common assets which it believes the Company may be able to acquire on the same terms as the Additional Investments. In particular, the Company is in negotiations with Salamanca Group Advisers Limited to acquire certain co-owned assets from Salamanca's clients which, if completed, is expected to result in Salamanca becoming an additional investment adviser. All of the Further Additional Investments which might be acquired are in investee companies in which the Company has already made an investment. As at 31 December 2014, the Further Additional Investments had an aggregate value of £60.72 million (unaudited).

The Investment Manager has not yet been able to finalise these further potential acquisitions, but expects to do so by 31 July 2015, in which case the consideration payable for such acquisitions will be satisfied by the issue of fully paid Acquisition Shares. However, there can be no assurance that all or any of the Further Additional Investments will be acquired. The Further Additional Investments will be acquired on the same basis as the Additional Investments and the issue price and the number of Acquisition Shares to be issued will depend on whether the Further Additional Investments are Unlisted Investments or Listed Investments. The value attributed to any Further Additional Investments and the issue price of any Acquisition Shares will be determined as at an appropriate further calculation date or dates.

Discount Management Policy and Capital Returns Policy

Subject to the Company having the appropriate authorities in place at the relevant time to purchase its own shares, the Company will introduce a discount management mechanism from August 2015. Beginning from the publication of the Company's Net Asset Value as at 31 July 2015, the Company will on a monthly basis, following publication of its monthly Net Asset Value, calculate the aggregate net cash proceeds of realisation over the immediately preceding six month period. If the Ordinary Shares are trading at a discount in excess of 15 per cent. to their Net Asset Value, the Board intends to allocate at least 50 per cent. of such realisation proceeds (less the aggregate value of any Ordinary Shares already bought back during the six month period) to buy back its own Ordinary Shares.

In respect of each financial year of the Company (the "Relevant Year") commencing with the year to 31 December 2015, the Board intends to allocate cash for distribution to Shareholders (the "Distributable Amount"). The Distributable Amount for each Relevant Year will be calculated following the publication of the Company's audited financial statements for the Relevant Year. Such Distributable Amount shall be no less than 15 per cent. of the aggregate net realised cash gains achieved in the Relevant Year. Such net realised cash gains will be calculated after deducting any losses realised in the Relevant Year. The Board will retain discretion for determining the most appropriate manner by which to distribute any Distributable Amount, which may include but will not be limited to, share buybacks, tender offers and dividend payments.

The operation of the Discount Management Policy and the Capital Returns Policy will be subject to compliance with all necessary regulatory obligations of the Company, including close periods and the Guernsey law solvency test and will also be subject to the Company retaining sufficient cash for its working capital requirements and the protection of Shareholder value in respect of the existing Portfolio. The Board will retain ultimate discretion for the allocation and distribution under the Discount Management Policy and of any Distributable Amount.

Placing Programme

Following the passing of the resolutions at the EGM noted above, the Directors are authorised to issue further New Ordinary Shares (the "Placing Programme Shares") for cash pursuant to the Placing Programme without having to first offer those shares to existing Shareholders.

New Ordinary Shares issued pursuant to the Placing Programme will be issued at a premium to the prevailing Net Asset Value per Ordinary Share at least sufficient to cover the costs and expenses of the relevant Placing. The issue price of any Placing Programme Shares will be announced through a Regulatory Information Service as soon as is practicable following the allotment of such Placing Programme Shares.

The Placing Programme Shares will rank pari passu in all respects with the existing Ordinary Shares, save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the Placing Programme Shares.

New Ordinary Shares with a maximum aggregate issue value of approximately £98.8 million will be available for issue under the Placing Programme from 25 February 2015 until 22 January 2016. The Placing Programme is flexible and may have a number of closing dates in order to provide the Company with the ability to issue New Ordinary Shares over a period of time and the issue of the Placing Programme Shares will be at the discretion of the Directors.

Enquiries:

Baker Steel Resources Trust Limited

[phone]

Francis Johnstone

Trevor Steel

Buchanan, Financial PR Adviser

[phone]

Bobby Morse / Gordon Poole / Lora Coventry

Numis Securities Limited

[phone]

David Benda / Nathan Brown (corporate)

James Glass (sales)

IMPORTANT INFORMATION

This document is not for release, publication or distribution (directly or indirectly) in or into the United States, Canada, Australia, Japan, the Republic of South Africa or to any "US Person" as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act") or into any other jurisdiction where applicable laws prohibit its release, distribution or publication. It does not constitute an offer of securities for sale anywhere in the world, including in or into the United States, Canada, Australia, Japan or the Republic of South Africa. No recipient may distribute, or make available, this document (directly or indirectly) to any other person. Recipients of this document in jurisdictions outside the UK should inform themselves about and observe any applicable legal requirements in their jurisdictions. In particular, the distribution of this document may in certain jurisdictions be restricted by law.

The Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, US Persons. The Company will not be registered as an "investment company" under the United States Investment Company Act of 1940, and investors will not be entitled to the benefits of that Act. In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of Australia, Canada, Japan or the Republic of South Africa and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the Ordinary Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in Australia, Canada, Japan or the Republic of South Africa.

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Baker Steel Capital Managers LLP ("Baker Steel") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.

Each of Baker Steel and Numis Securities Limited ("Numis") is authorised and regulated by the UK Financial Conduct Authority. Neither Baker Steel nor Numis is acting as adviser to any recipient of this document or will be responsible to any recipient of the document for providing the protections afforded to clients of either of them or for providing advice in connection with this document or any of the matters referred to herein. Numis has not verified or authorised the contents of, or any part of, this document.

This document is an advertisement and not a prospectus and investors must only subscribe for or purchase the securities referred to in this document on the basis of information contained in the Prospectus and not in reliance on this document. This document does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This document does not constitute and may not be construed as an offer to sell, or an invitation to purchase, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this document should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this document (including, without limitation, any illustrative modelling information contained herein), or its completeness.

None of the Company, Baker Steel or Numis nor any of their respective officers, partners, employees, agents, advisers or affiliates makes any express or implied representation, warranty or undertaking with respect to the information or opinions contained in this document and none of them accept any responsibility or liability (for negligence or otherwise) as to this document's accuracy or completeness or as to the suitability of any particular investment for any particular investor or for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith. In addition, no duty of care or otherwise is owed for any loss, cost or damage suffered or incurred as a result of the reliance on such information or opinions or otherwise arising in connection with this document. In all cases, each recipient should conduct its own investigations and analysis of the Company and Baker Steel and such recipient will be solely responsible for forming its own views as to the potential future performance of the Company.

Certain information contained in this document constitutes "forward-looking statements," which can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue," "target" or "believe" (or the negatives thereof) or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions. No representation or warranty is made as to the achievement or reasonableness of and no reliance should be placed on such forward-looking statements.

Defined terms used in this announcement shall (unless the context otherwise requires) have the same meanings as are set out in the circular and prospectus published by Baker Steel Resources Trust Limited dated 26 January 2015.

 

END

 

 

EGMPKQDNFBKKBBB