MANAGEMENT AND ADMINISTRATION
DIRECTORS: |
Howard Myles (Chairman) |
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Edward Flood |
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Charles Hansard |
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Clive Newall |
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Christopher Sherwell |
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all of whom are non-executive and independent directors |
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REGISTERED OFFICE: |
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Arnold House |
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St. Julian's Avenue |
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St. Peter Port |
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Guernsey |
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Channel Islands |
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MANAGER: |
Baker Steel Capital Managers (Cayman) Limited |
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PO Box 309 |
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George Town |
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Grand Cayman KY1-1104 |
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Cayman Islands |
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INVESTMENT MANAGER: |
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Baker Steel Capital Managers LLP |
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86 Jermyn Street |
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London SW1Y 6JD |
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England |
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United Kingdom |
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BROKERS: |
RBC Capital Markets |
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71 Queen Victoria Street |
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London EC4V 4DE |
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United Kingdom |
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Winterflood Securities Limited |
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Cannon Bridge House |
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25 Dowgate Hill |
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London EC4R 2GA |
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United Kingdom |
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SOLICITORS TO THE COMPANY: |
Simmons & Simmons |
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(as to English law) |
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CityPoint |
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One Ropemaker Street |
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London EC2Y 9SS |
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United Kingdom |
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ADVOCATES TO THE COMPANY: |
Ogier |
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(as to Guernsey law) |
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Ogier House |
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St. Julian's Avenue |
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St. Peter Port |
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Guernsey GY1 1WA |
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Channel Islands |
ADMINISTRATOR & COMPANY SECRETARY: |
HSBC Securities Services (Guernsey) Limited |
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Arnold House |
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St. Julian's Avenue |
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St. Peter Port |
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Guernsey GY1 3NF |
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Channel Islands |
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SUB-ADMINISTRATOR TO THE COMPANY: |
HSBC Securities Services (Ireland) Limited |
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1 Grand Canal Square |
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Grand Canal Harbour |
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Dublin 2 |
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Ireland |
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CUSTODIAN TO THE COMPANY: |
HSBC Institutional Trust Services (Ireland) Limited |
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1 Grand Canal Square |
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Grand Canal Harbour |
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Dublin 2 |
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Ireland |
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AUDITORS: |
Ernst & Young LLP |
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Royal Chambers |
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St. Julian's Avenue |
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St. Peter Port |
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Guernsey GY1 4AF |
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Channel Islands |
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REGISTRAR: |
Capita Registrars (Guernsey) Limited |
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Longue Hougue House |
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St. Sampson |
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Guernsey GY2 4JN |
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Channel Islands |
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PRINCIPAL BANKER: |
HSBC Bank plc |
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8 Canada Square |
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London E14 5HQ |
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United Kingdom |
DIRECTORS' REPORT
For the period from 1 January 2011 to 30 June 2011
To Shareholders of Baker Steel Resources Trust Limited
The Board is pleased to present the Company's Half-Yearly Financial Report.
This Directors' Report has been produced solely to provide additional information to Shareholders as a body, as required by the UK Listing Authority's Disclosure and Transparency Rules. It should not be relied upon by Shareholders or any other party for any other purpose.
This Directors' Report relates to the period from 1 January 2011 to 30 June 2011 and contains information that covers this period and information relating to any material changes up to the date of publication of this Half-Yearly Report. Please note that more up to date performance information, including the monthly report for the period ending 31 July 2011, is available on the Company's website www.bakersteelresourcestrust.com.
The objective of the Company is to seek capital growth over the long term by investing through a focused global portfolio consisting principally of the equities, or related instruments, of natural resources companies. These investments will be predominantly in private companies with strong development projects and focused management, but also in listed securities to exploit value inherent in market inefficiencies.
Financial Performance
The unaudited net asset value ("NAV") per Ordinary Share as at 30 June 2011 was 117.0p per share, up 13.2% from the Company's NAV calculated on 31 December 2010. During this period the HSBC Global Mining Index was down 5.1%
For the purpose of calculating the NAV per share, unquoted investments are carried at fair value as at 30 June 2011 as determined by the Directors and quoted investments are carried at last traded price as at 30 June 2011.
Net assets at 30 June 2011 comprised the following:
£m % net assets
Unquoted Investments 72.4 93.7%
Quoted Investments 4.5 5.8%
Net cash 0.3 0.5%
------ ------
77.2 100.0
Issue of Shares
The Company was admitted to trading on the London Stock Exchange on 28 April 2010. On that date, 30,468,865 Ordinary Shares and 6,093,772 Subscription Shares were issued pursuant to a placing and offer for subscription and 35,554,224 Ordinary Shares and 7,110,822 Subscription Shares were issued pursuant to a scheme of reorganisation of Genus Capital Fund.
In addition 10,000 Management Ordinary Shares were issued.
Following the exercise of Subscription Shares at the end of September 2010, 7,543 Ordinary Shares were issued and as a result, the Company had 66,040,632 Ordinary Shares and 13,197,051 Subscription Shares in issue at 31 December 2010.
Following the exercise of Subscription Shares at the end of March 2011, 2,429 Ordinary Shares were issued and as a result, the Company has 66,043,061 Ordinary Shares and 13,194,622 Subscription Shares in issue at 30 June 2011.
Going Concern
The Directors have made an assessment of the Company's ability to continue as a going concern and are satisfied that it has the resources to continue in business for the foreseeable future. Furthermore, 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. Therefore, the financial statements have been prepared on a going concern basis.
Related Party Transactions
Transactions with related parties are based on terms equivalent to those that prevail in an arm's length transaction. There were no such transactions with related parties which took place for the period ended 30 June 2011.
Principal Risks and Uncertainties
The principal risks facing the Company relate to the Company's investment activities. These risks are mainly market risk (comprising market price risk, currency risk and interest rate risk), commodity price risk, liquidity risk and credit risk, in addition to mining development risk, licencing risk, and emerging market risk. An explanation of these risks is contained in the Company's prospectus dated 31 March 2010, available on the Company's website www.bakersteelresourcestrust.com.
A further risk facing the Company includes regulatory risk (that the loss of the Company's investment status or a breach of The Rules of the UK Listing Authority, the London Stock Exchange or the Guernsey Financial Services Commission, could have adverse financial consequences and cause reputational damage).
The principal risks and uncertainties that the Company is exposed to through mining and mineral development related markets have not significantly changed since the publication of the Company's Annual Report and Audited Financial Statements for the period ended 31 December 2010 and are not anticipated to change for the remainder of 2011.
Directors' Interests
The Directors' interests in the share capital of the Company at 30 June 2011 were as follows:
|
Number of Ordinary Shares |
Number of Subscription Shares |
Edward Flood |
65,000 |
13,000 |
Christopher Sherwell |
25,000 |
5,000 |
Clive Newall |
25,000 |
5,000 |
Signed for and on behalf of the Directors:
Howard Myles
Chairman
26 August 2011
INVESTMENT MANAGER'S REPORT
For the period from 1 January 2011 to 30 June 2011
Investment Update
Largest Investments - 30 June 2011
|
% of NAV |
||
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Ivanplats Limited |
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27.6% |
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Gobi Coal & Energy Limited |
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16.9% |
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Ferrous Resources Limited |
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13.8% |
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First Coal Corporation |
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7.6% |
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Ironstone Resources Limited |
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7.0% |
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Silver China (Five Stars BS Ltd) |
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5.6% |
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Bilboes Holdings |
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4.8% |
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Copperbelt Minerals Limited |
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4.3% |
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Polar Silver (Argentum) |
|
4.1% |
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Forbes & Manhattan Coal Corporation |
|
2.7% |
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Other Investments |
|
5.1% |
|
Net Cash and Equivalents |
|
0.5% |
|
|
||
30 June 2010
|
% of NAV |
Net Cash and Equivalents |
41.4% |
Ferrous Resources Limited |
19.5% |
Ivanhoe Nickel and Platinum Limited |
18.1% |
Gobi Coal & Energy Limited |
11.0% |
Copperbelt Minerals Limited |
5.7% |
First Coal Corporation |
3.5% |
Other Investments |
4.8% |
Review
At the end of June 2011, Baker Steel Resources Trust Limited was 99.5% invested in line with the intention to invest the Company's capital within a year or so of listing. The investment portfolio has also been diversified to include silver and gold exposure, in addition to base metals, iron ore and metallurgical coal. During the half year, the NAV per share rose 13.2% to 117.0 pence largely due to increases in the values of Ivanplats Limited ("Ivanplats") and Gobi Coal and Energy Limited ("Gobi") as both companies progress towards a listing, possibly in the second half of 2011 or early in 2012.
In particular Ivanplats, the Company's largest holding, agreed with ITOCHU Corporation of Japan for it to acquire an 8% interest in Ivanplats' Platreef project in South Africa for 22.4 billion Japanese Yen, valuing the Platreef Project at approximately US$3.5 billion. Ivanplats rates its Kamoa copper deposit as the most significant copper discovery in the Democratic Republic of Congo since Belgian colonial-era exploration more than 100 years ago. If Kamoa were to be attributed an equivalent value to the Platreef project on IPO, this would suggest a valuation more than four times the Company's current carrying value or almost a doubling of the current NAV per share. Ivanplats has suggested that subject to market conditions, it will consider initiating the IPO later this year or early in 2012.
During the period, the Company made three new significant additions to its portfolio. US$5.1 million was invested in Polar Silver Resources Limited, a private company which holds a 50% indirect interest in the Prognoz silver project, 444km north of Yakutsk in Russia ("Prognoz"). A NI 43-101 compliant report by independent consultant Micon International Limited ("Micon") in July 2009, estimated an indicated resource of 5.86 million tonnes of ore grading 773g/t silver containing 146 million ounces silver and inferred resources of 9.64 million tonnes of ore grading 473g/t silver containing 147 million ounces silver at Prognoz. Polar Silver has commissioned Micon to undertake a NI 43-101 compliant scoping study on Prognoz, which is expected to be completed in the second half 2011 ahead of a proposed IPO. The second investment was US$7million in 'Silver China', a private company which has an interest in a significant silver-lead-zinc deposit in south-west China, where a mine is under construction with first production expected later this year. The Company is precluded from disclosing the identity of Silver China or providing further details, until a prospectus is issued, as Silver China is currently planning a listing. During June 2011, the Company completed a US$6 million investment in Bilboes, a private Zimbabwean gold mining company which owns four previously producing oxide mines in Zimbabwe. International consultant, SRK, signed off JORC compliant resources totaling 778,000 ounces and also suggested that there is a good opportunity to expand significantly the current resource base through drilling of the underlying sulphide mineralisation. Bilboes plans to use the proceeds of the investment on resource drilling and the commencement of a bankable feasibility study.
Good operational progress was made during the first half of the year at several of the companies in which BSRT is invested. Ferrous Resources announced that it had achieved a number of important milestones in developing its fully integrated iron ore project in Brazil including the grant of three key licences for the installation of the Viga Mine and for a port terminal and the pipeline between these two facilities. Production of iron ore has commenced and Ferrous has stated that it remains on schedule to achieve its target of exporting 25 million tonnes of iron ore per annum from 2014. South American Ferro Metals ("SAFM") announced the commissioning of the beneficiation plant at its Ponto Verde Iron Ore Mine in Brazil with production increasing steadily towards its design rate of 60,000 tonnes per month. SAFM also achieved the production milestone for the A Class performance shares held by the Company, and accordingly these shares were converted into ordinary shares.
At 30 June 2011 |
Price / Index Level |
% Change in Six Months |
% Change from Inception |
Net Asset Value (pence/share) |
117.0 |
+13.2% |
+19.5%* |
Ordinary Share Price (pence/share) |
103.63 |
+32.0% |
+3.6%** |
Subscription Share Price (pence/share) |
22.5 |
+45.2% |
n/a |
MSCI World Index |
341.82 |
+3.4% |
+10.9%† |
HSBC Global Mining Index |
1536.72 |
-5.1% |
+18.2%† |
CRB Index |
338.05 |
+1.6% |
+23.7%† |
Chinese Domestic Iron Ore - Hebei/Tangshan (US$/t) |
209.0 |
-2.8% |
+8.9%† |
Copper (US$/t) |
9414.0 |
-2.4% |
+26.3%† |
Gold (US$/oz) |
1500.35 |
+5.6% |
+28.5%† |
Source: Bloomberg † closing 27/4/10, **Issue price 28/4/10, * NAV 30/4/10
Outlook
Following a strong second half of 2010, markets for mining equities paused for breath with the HSBC Global Mining Index falling 5.1% during the first half 2011. The half year saw growing disconnect between the prices of mining equities and commodities, particularly gold with the metal rising 5.6% and the FTSE Gold Mines Index falling 10.1%. This can only be partially explained by an increase in companies' operating and capital costs as a result of commodity price rises and is more likely a move away from risk as governments in Western economies tackle high debt problems. The cashflows of the producing mining companies have remained robust and we would expect a recovery in the rating of mining equities in the second half of the year, in the absence of a major fall in commodity prices.
The Company's portfolio is well placed to benefit from a stronger market for mining shares with its top three holdings representing 58.3% of net assets all potentially seeking an IPO in the second half of this year.
Baker Steel Capital Managers LLP
August 2011
DIRECTORS' RESPONSIBILITY STATEMENT
For the period from 1 January 2011 to 30 June 2011
To the best of the knowledge of the Directors:
The Directors' Report and the Investment Manager's Report comprise the Half-Yearly Management Report.
This Half-Yearly Management Report and Condensed Interim Financial Statements give a true and fair view of the assets, liabilities, financial position and profit of the Company and have been prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting.
The Half-Yearly Management Report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred in the period from 1 January 2011 to 30 June 2011 and their impact on the set of financial statements; and a description of the principal risks and uncertainties for the remainder of the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the period from 1 January 2011 to 30 June 2011 and that have materially affected the financial position or performance of the entity during that period.
Signed on behalf of the Board of Directors by:
Howard Myles Christopher Sherwell
26 August 2011
UNAUDITED PORTFOLIO STATEMENT
AT 30 JUNE 2011
Shares |
Investments |
Fair value |
% of Net |
/Warrants/ |
|
£ equivalent |
assets |
Nominal |
|
|
|
|
|
|
|
Listed equity shares |
|
|
|
|
|
|
|
|
Australian Dollars |
|
|
11,668,950 |
South American Ferro Metals |
1,247,207 |
1.61 |
|
|
|
|
|
Australian Dollars Total |
1,247,207 |
1.61 |
|
|
|
|
|
Canadian Dollars |
|
|
3,383,333 |
BacTech Environmental Corporation |
480,499 |
0.62 |
1,100,000 |
Forbes & Manhattan Corporation |
2,116,090 |
2.74 |
16,916,667 |
REBgold Corporation |
655,226 |
0.85 |
|
|
|
|
|
Canadian Dollars Total |
3,251,815 |
4.21 |
|
|
|
|
Total investments in listed equity shares |
4,499,022 |
5.82 |
|
|
|
|
|
Fixed income instruments |
|
|
|
|
|
|
|
|
United States Dollars |
|
|
US$5,100,000 |
Polar Silver (Argentum) 0.1% 25/01/2013 |
3,175,394 |
4.11 |
|
|
|
|
|
United States Dollars Total |
3,175,394 |
4.11 |
|
|
|
|
Total investments in fixed income instruments |
3,175,394 |
4.11 |
|
|
|
|
|
Unlisted equity shares and warrants |
|
|
|
|
|
|
|
|
Australian Dollars |
|
|
4,445,586 |
South American Ferro Metals Class B |
332,609 |
0.43 |
4,445,586 |
South American Ferro Metals Class C |
330,233 |
0.43 |
|
|
|
|
|
Australian Dollars Total |
662,842 |
0.86 |
|
|
|
|
|
Canadian Dollars |
|
|
10,250,000 |
BacTech Mining Corporation Warrants 17/06/2015 |
193,873 |
0.25 |
6,666,667 |
BacTech Mining Corporation Warrants 06/08/2013 |
85,642 |
0.11 |
7,428,571 |
First Coal Corporation |
5,850,464 |
7.58 |
6,282,341 |
Ironstone Resources Limited |
5,342,176 |
6.92 |
3,036,605 |
Ironstone Resources Limited Warrants 31/03/2012 |
56,063 |
0.07 |
|
|
|
|
|
Canadian Dollars Total |
11,528,218 |
14.93 |
|
|
|
|
|
Great Britain Pounds |
|
|
1,594,646 |
Celadon Mining Limited |
143,518 |
0.19 |
|
|
|
|
|
Great Britain Pounds Total |
143,518 |
0.19 |
|
|
|
|
|
United States Dollars |
|
|
3,034,734 |
Archipelago Metals |
377,901 |
0.49 |
451,445 |
Bilboes Holdings (Private) Limited |
3,735,770 |
4.84 |
268,889 |
Copperbelt Minerals |
3,348,347 |
4.33 |
5,713,642 |
Ferrous Resources |
10,672,390 |
13.82 |
7,000,000 |
Silver China (Five Stars BS Limited) |
4,358,384 |
5.64 |
5,244,550 |
Gobi Coal and Energy |
13,061,578 |
16.91 |
1,957,499 |
Ivanplats Limited |
21,328,829 |
27.61 |
1,020 |
Polar Silver Resources Limited |
635 |
- |
|
|
|
|
|
United States Dollars Total |
56,883,834 |
73.64 |
|
|
|
|
Total investments in unlisted equity shares |
69,218,412 |
89.62 |
|
|
|
|
|
Financial assets held at fair value through profit or loss |
76,892,828 |
99.55 |
|
|
|
|
|
Other assets & liabilities |
349,211 |
0.45 |
|
|
|
|
|
Total equity |
77,242,039 |
100.00 |
CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2011
|
|
Unaudited 30 June 2011 |
Audited 31 December 2010 |
|
Notes |
|
£ |
Assets |
|
|
|
Cash and cash equivalents |
8 |
2,219,003 |
1,013,506 |
Receivables |
|
329,114 |
330,561 |
Financial assets held at fair value through profit or loss (Cost 2011:£60,468,629 and 2010: £63,126,417) |
3 |
76,892,828 |
67,160,848 |
Total assets |
|
79,440,945 |
68,504,915 |
|
|
|
|
Equity and liabilities |
|
|
|
|
|
|
|
Liabilities |
|
|
|
Performance fees payable |
6 |
1,978,050 |
- |
Management fees payable |
6 |
103,183 |
79,513 |
Directors' fees payable |
|
36,192 |
36,000 |
Formation expenses payable |
|
26,529 |
26,529 |
Audit fees payable |
|
24,835 |
40,000 |
Administration fees payable |
5 |
7,429 |
10,193 |
Other payables |
|
22,688 |
38,382 |
Total liabilities |
|
2,198,906 |
230,617 |
|
|
|
|
Equity |
|
|
|
Management Ordinary Shares |
|
10,000 |
10,000 |
Ordinary Shares |
|
64,657,584 |
64,655,155 |
Revenue reserve |
|
12,574,455 |
3,609,143 |
Total equity |
|
77,242,039 |
68,274,298 |
|
|
|
|
Total equity and liabilities |
|
79,440,945 |
68,504,915 |
|
|
|
|
Ordinary Shares in issue |
9 |
66,043,061 |
66,040,632 |
|
|
|
|
Net asset value per Ordinary Share (in Pence) - Basic |
4 |
117.0 |
103.4 |
These financial statements were approved by the Board of Directors on 26 August 2011 and signed on its behalf by: |
|
|
|
|
|
|
|
|
|
Howard Myles Christopher Sherwell |
|
|
|
|
CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 1 JANUARY 2011 TO 30 JUNE 2011
|
|
Unaudited period ended 30 June 2011 |
Unaudited period ended 30 June 2011 |
Unaudited period ended 30 June 2011 |
|
|
Revenue |
Capital |
Total |
|
Notes |
£ |
£ |
£ |
|
|
|
|
|
Income |
|
|
|
|
Interest income |
|
71,324 |
- |
71,324 |
Net gain on financial assets and liabilities at fair value through profit or loss |
|
- |
11,801,907 |
11,801,907 |
Net foreign exchange loss |
|
|
(52,889) |
(52,889) |
Other income |
|
112 |
- |
112 |
Net income |
|
71,436 |
11,749,018 |
11,820,454 |
|
|
|
|
|
Expenses |
|
|
|
|
Performance fees |
7 |
1,978,050 |
- |
1,978,050 |
Management fees |
7 |
554,807 |
- |
554,807 |
Directors' fees and expenses |
|
70,000 |
- |
70,000 |
Administration fees |
6 |
42,767 |
- |
42,767 |
Custody fees |
|
24,576 |
- |
24,576 |
Audit fees |
|
20,000 |
- |
20,000 |
Other expenses |
|
164,942 |
- |
164,942 |
Total expenses |
|
2,855,142 |
- |
2,855,142 |
|
|
|
|
|
Total comprehensive (expense)/income for the period |
|
(2,783,706) |
11,749,018 |
8,965,312 |
|
|
|
|
|
Net (expense)/income for the period per Ordinary Share: |
|
|
|
|
Basic and diluted (in pence) |
4 |
(4.2) |
17.8 |
13.6 |
|
|
|
|
|
Weighted Average Number of Ordinary Shares Outstanding: |
|
|
|
|
Basic and diluted |
4 |
|
|
66,041,847 |
|
|
|
|
|
In the current period there were no gains or losses other than those recognised above. |
|
The Directors consider all results to derive from continuing activities. |
CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 9 MARCH 2010 TO 30 JUNE 2010
|
|
Unaudited period ended *30 June 2010 |
Unaudited period ended *30 June 2010 |
Unaudited period ended *30 June 2010 |
|
|
Revenue |
Capital |
Total |
|
Notes |
£ |
£ |
£ |
|
|
|
|
|
Income |
|
|
|
|
Net loss on financial assets and liabilities at fair value through profit or loss |
|
- |
(1,589,253) |
(1,589,253) |
Net foreign exchange gain |
|
- |
460,613 |
460,613 |
Net income |
|
- |
(1,128,640) |
(1,128,640) |
|
|
|
|
|
Expenses |
|
|
|
|
Management fees |
7 |
204,514 |
- |
204,514 |
Formation expenses |
|
152,870 |
- |
152,870 |
Directors' fees and expenses |
|
25,414 |
- |
25,414 |
Administration fees |
6 |
21,600 |
- |
21,600 |
Audit fees |
|
11,429 |
- |
11,429 |
Custody fees |
|
7,331 |
- |
7,331 |
Other expenses |
|
12,430 |
- |
12,430 |
Total expenses |
|
435,588 |
- |
435,588 |
|
|
|
|
|
Total comprehensive expense for the period |
|
(435,588) |
(1,128,640) |
(1,564,228) |
|
|
|
|
|
Net expense for the period per Ordinary Share: |
|
|
|
|
Basic (in pence) |
4 |
(0.66) |
(1.71) |
(2.37) |
Diluted (in pence) |
4 |
(0.65) |
(1.71) |
(2.36) |
|
|
|
|
|
Weighted Average Number of Ordinary Shares Outstanding: |
|
|
|
|
Basic |
4 |
|
|
66,033,089 |
Diluted |
4 |
|
|
66,194,820 |
|
|
|
|
|
In the current period there were no gains or losses other than those recognised above. |
|
The Directors consider all results to derive from continuing activities. |
|
* For the period from 9 March 2010 (date of incorporation) to 30 June 2010. |
CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 1 JANUARY 2011 TO 30 JUNE 2011
|
Management Ordinary Shares |
Ordinary Shares |
Revenue reserve |
Period ended 30 June 2011 |
|
£ |
£ |
£ |
£ |
|
|
|
|
|
Balance at 1 January 2011 |
10,000 |
64,655,155 |
3,609,143 |
68,274,298 |
Proceeds on issue of Ordinary Shares |
- |
2,429 |
- |
2,429 |
Net income for the period |
- |
- |
8,965,312 |
8,965,312 |
|
|
|
|
|
Balance as at 30 June 2011 |
10,000 |
64,657,584 |
12,574,455 |
77,242,039 |
|
|
|
|
|
CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 9 MARCH 2010 (DATE OF INCORPORATION) TO 30 JUNE 2010
|
Management Ordinary Shares |
Ordinary Shares |
Revenue reserve |
Period ended 30 June 2010 |
|
£ |
£ |
£ |
£ |
|
|
|
|
|
Proceeds on issue of Ordinary Shares |
10,000 |
66,023,089 |
- |
66,033,089 |
Share issue costs |
- |
(1,381,175) |
- |
(1,381,175) |
Net expense for the period |
- |
- |
(1,564,228) |
(1,564,228) |
|
|
|
|
|
Balance as at 30 June 2010 |
10,000 |
64,641,914 |
(1,564,228) |
63,087,686 |
|
|
|
|
|
CONDENSED INTERIM STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM 1 JANUARY 2011 TO 30 JUNE 2011
|
|
Period ended 30 June 2011 |
Period ended *30 June 2010 |
|
Notes |
£ |
£ |
Cash flows from operating activities |
|
|
|
Net income/(expense) for the period |
|
8,965,312 |
(1,564,228) |
Adjustments to reconcile income/(expense) for the period to net cash used in operating activities: |
|
|
|
Net change in fair value of financial assets and at fair value through profit or loss |
|
(11,801,907) |
1,589,253 |
Net decrease/(increase) in other receivables |
|
1,447 |
(4,415) |
Net increase in other payables |
|
1,968,289 |
368,577 |
Net cash (used in)/provided by operating activities |
|
(866,859) |
389,187 |
|
|
|
|
Cash flows from investing activities |
|
|
|
Purchase of financial assets at fair value through profit or loss |
|
(12,813,034) |
(3,364,134) |
Sale of financial assets at fair value through profit or loss |
|
7,382,961 |
- |
Maturity of financial assets at fair value through profit or loss |
|
7,500,000 |
- |
Net cash provided by/(used in) investing activities |
|
2,069,927 |
(3,364,134) |
|
|
|
|
Cash flows from financing activities |
|
|
|
Proceeds from shares issued |
|
2,429 |
30,468,865 |
Share issue costs |
|
- |
(1,381,175) |
Net cash provided by financing activities |
|
2,429 |
29,087,690 |
|
|
|
|
Net increase in cash and cash equivalents |
|
1,205,497 |
26,112,743 |
|
|
|
|
Cash and cash equivalents at the beginning of the period |
|
1,013,506 |
- |
|
|
|
|
Cash and cash equivalents at the end of the period |
7 |
2,219,003 |
26,112,743 |
|
|
|
|
Represented by: |
|
|
|
Cash and cash equivalents |
|
2,219,003 |
26,113,077 |
Bank overdraft |
|
- |
(334) |
Cash and cash equivalents at the end of the period |
7 |
2,219,003 |
26,112,743 |
|
|
|
|
* For the period from 9 March 2010 (date of incorporation) to 30 June 2010.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 1 JANUARY 2011 TO 30 JUNE 2011
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 POI (Protection of Investors) Law and The Registered Collective Investment Scheme Rules 2008 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 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 that have not yet made an initial public offering or "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.
These condensed interim financial statements have not been audited or reviewed by the auditors pursuant to the Auditing Practices Board Guidance on the Review of the interim financial information performed by the independent auditor of the Company.
Basis of preparation
The unaudited condensed interim financial statements of the Company have been prepared in accordance with International Accounting Standards (IAS) 34: Interim Financial Reporting.
The financial statements have been prepared on a historic cost basis except for financial assets and financial liabilities at fair value through profit or loss, which are designated at fair value through profit or loss.
The accounting policies used in the preparation of these financial statements are consistent with those used in the Company's most recent annual financial statements for the year ended 31 December 2010. There have been no changes to the Company's accounting policies since the date of the Company's last annual financial statements, for the year ended 31 December 2010. The format of these financial statements differs in some respects from that of the most recent annual financial statements, in that the notes to the financial statements are presented in summary form.
The Company has adopted the Great Britain pound sterling ("£") as its presentation currency, being the currency in which its Ordinary Shares and Subscription Shares are issued. The presentation currency is the same as the functional currency.
The statement of comprehensive income is presented in accordance with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued in January 2009 by the Association of Investment Companies, to the extent that it does not conflict with International Financial Reporting Standards (IFRS).
30 June 2011 |
Listed equity shares |
Unlisted equity shares |
Fixed income instruments |
Warrants |
Total |
|
£ |
£ |
£ |
£ |
£ |
Financial assets at fair value through profit or loss |
|
|
|
|
|
Cost |
4,169,537 |
53,067,152 |
3,231,939 |
- |
60,468,628 |
Unrealised gain/(loss) |
329,485 |
15,815,682 |
56,545 |
335,578 |
16,537,290 |
Market value at 30 June 2011 |
4,499,022 |
68,882,834 |
3,175,394 |
335,578 |
76,892,828 |
|
|
|
|
|
|
31 December 2010 |
Listed equity shares |
Unlisted equity shares |
Fixed income instruments |
Warrants |
Total |
|
£ |
£ |
£ |
£ |
£ |
Financial assets at fair value through profit or loss |
|
|
|
|
|
Cost |
5,021,326 |
36,930,304 |
12,766,600 |
8,408,187 |
63,126,417 |
Unrealised (loss)/gain |
1,983,502 |
(1,741,792) |
(13,090)* |
3,805,811 |
4,034,431 |
Market value at 31 December 2010 |
7,004,828 |
35,188,512 |
12,753,510 |
12,213,998 |
67,160,848 |
|
|
|
|
|
|
* includes interest income of £170,235.
The following table analyses investments by type and by level within the fair valuation hierarchy at 30 June 2011.
|
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 |
4,499,022 |
- |
- |
4,499,022 |
Unlisted equity shares |
- |
- |
68,882,834 |
68,882,834 |
Warrants |
- |
- |
335,578 |
335,578 |
Fixed income instruments |
3,175,394 |
- |
- |
3,175,394 |
|
7,674,416 |
- |
69,218,412 |
76,892,828 |
The following table analyses investments by type and by level within the fair valuation hierarchy at 31 December 2010.
|
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 |
7,004,828 |
- |
- |
7,004,828 |
Unlisted equity shares |
- |
- |
35,188,512 |
35,188,512 |
Warrants |
- |
- |
12,213,998 |
12,213,998 |
Fixed income instruments |
12,753,510 |
- |
- |
12,753,510 |
|
19,758,338 |
- |
47,402,510 |
67,160,848 |
In determining an investment's placement within the fair value hierarchy, the Directors take into consideration the following.
Investments whose values are based on quoted market prices in active markets are classified within level 1. These include listed equities and fixed income instruments with observable market price. 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.
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. 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 did not hold any such investments at 30 June 2011.
Investments classified within level 3 have significant unobservable inputs. They include unlisted equity shares and warrants. Level 3 investments are valued using valuation techniques explained in the Company's accounting policies. 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, 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 to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Directors in the absence of market information.
Basic net asset value per share is based on the net assets of £77,242,039 (31 December 2010: £68,274,298) and 66,043,061 (31 December 2010: 66,040,632) Ordinary Shares, being the number of shares in issue at the period end. The subscription shares are entitled to be converted to Ordinary Shares at 100p per share.
The calculation for basic net asset value is as below:-
|
30 June 2011 |
31 December 2010 |
||
|
Ordinary |
Subscription |
Ordinary |
Subscription |
Net assets at the period end (£) |
77,242,039 |
13,194,622 |
68,274,298 |
13,197,051 |
Number of shares |
66,043,061 |
13,194,622 |
66,040,632 |
13,197,051 |
Basic net asset value per share (in pence) |
117.0 |
|
103.4 |
|
The basic and diluted earnings per share is based on the net income for the period of the Company of £8,965,312 and on 66,041,847 Ordinary Shares, being the weighted average number of shares in issue during the period.
For the period from 9 March 2010 to 30 June 2010, the basic earnings per share is based on the net loss for the period of the Company of £1,564,228 and on 66,033,089 Ordinary Shares, being the weighted average number of shares in issue during the period. Diluted earnings per ordinary share is calculated by adjusting basic earnings per ordinary share to reflect the notional exercise of the number of dilutive subscription shares outstanding during the period, using a weighted average calculation based on the average market price per ordinary share during the period. The diluted earnings per share figure is similar to the basic earnings per share figure because the average market share price during the period of 101.2p is only 1.2% greater than the exercise price.
These calculations are prepared in accordance with the IFRS.
The Company is a Guernsey Exempt Company and is therefore not subject to taxation on its income under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989. An annual exempt fee of £600 has been paid.
The Administrator, HSBC Securities Services (Guernsey) Limited, is paid fees for acting as administrator of the Company at the rate of 7 basis points of gross asset value up to US$250 million and the rate reduces to 5 basis points of gross asset value above US$250 million. The Administrator is also reimbursed by the Company for reasonable out-of-pocket expenses. These fees accrue and are calculated as at the last Business Day of each month and paid monthly in arrears.
The Administrator is also entitled to a fee for its provision of corporate secretarial services provided to the Company on a time spent basis and subject to a minimum annual fee of £40,000. The Company is also responsible for any sub-administration fees as agreed in writing from time to time, and reasonable out-of-pocket expenses.The Administrator is also entitled to fees of €5,000 for preparation of the financial statements of the Company.
The administration fees paid for the period ended 30 June 2011 were £42,767 (30 June 2010: £21,600) of which £7,429 was payable at 30 June 2011 (31 December 2010: £10,193).
The Manager was appointed pursuant to a management agreement with the Company dated 31 March 2010 (the "Management Agreement"). The Company pays to the Manager a management fee which is equal to 1/12th of 1.75% of the total market capitalisation of the Company per month. The management fee is calculated and accrued as at the last Business Day of each month and is paid monthly in arrears.
The Manager may in certain circumstances also be entitled to be paid a performance fee if the Net Asset Value at the end of any Performance Period exceeds the Hurdle as at the end of the Performance Period. For this purpose the "Hurdle" means an amount equal to the Issue Price of £1 multiplied by the number of shares in issue as at Admission, as increased at a rate of 8% per annum compounded to the end of the relevant Performance Period. In respect of the first Performance Period and any other Performance Period which is less than a full 12 months, the Hurdle will be applied pro rata. The performance fee is subject to adjustments for any issue and/or repurchase of Ordinary Shares.
The amount of the performance fee (if any) will be 15 per cent of the total increase in the Net Asset Value at the end of the relevant Performance Period over the highest previously recorded Net Asset Value as at the end of a Performance Period in respect of which a performance fee was last accrued, (or the Issue Price multiplied by the number of shares in issue as at Admission, if no performance fee has been so accrued) having made adjustments for numbers of Ordinary Shares issued and/or repurchased as described above.
The first performance period commenced on the date of Admission and ended on 31 December 2010 and thereafter, is each 12 month period ending on 31 December in each year (the "Performance Period"). The last Performance Period will end on the date on which the Management Agreement is terminated or the Company is wound up. The performance fees accrued for the period ended 30 June 2011 were £1,978,050 (30 June 2010: £Nil).
The management fees paid for the period ended 30 June 2011 were £554,807 (30 June 2010: £204,514) of which £103,183 was payable at 30 June 2011 (31 December 2010: £79,513).
|
30 June 2011 |
31 December 2010 |
|
£ |
£ |
Represented by: |
|
|
Deposits at HSBC Bank plc |
2,219,003 |
1,013,506 |
|
|
|
The authorised share capital of the Company on incorporation was represented by an unlimited number of Ordinary Shares of no par value. The Company raised £30,468,865 through the issue of 30,468,865 Ordinary Shares and 6,093,772 Subscription Shares via a Placing and Offer. In addition, the Company issued 35,554,224 Ordinary Shares and 7,110,822 Subscription Shares to the holders of shares in Genus Capital Fund pursuant to a scheme of reorganisation of Genus Capital Fund, in exchange for substantially all the non-cash assets of Genus Capital Fund which are detailed as follows:
Quantity |
Investments |
Transfer value |
|
|
£ |
|
Listed equity shares |
|
358,333 |
MBAC Fertilizer Corporation |
567,717 |
|
|
567,717 |
|
Unlisted equity shares and warrants |
|
500 |
BacTech Mining |
328,699 |
1,594,646 |
Celadon Mining |
297,720 |
268,889 |
Copperbelt Minerals |
3,545,594 |
6,123,642 |
Ferrous Resources |
14,130,705 |
2,571,429 |
First Coal Corporation |
2,315,920 |
3,350,285 |
Gobi Coal and Energy |
4,417,716 |
500,000 |
Ivanhoe Nickel and Platinum |
2,884,457 |
791,666 |
Ivanhoe Nickel Platinum warrants 1 for 1.2 ordinary |
5,480,463 |
306,980 |
Ivanhoe Nickel Platinum warrants 1 for 1 ordinary |
1,770,941 |
6,500,000 |
South American Ferro Metals |
2,024,889 |
|
|
37,197,104 |
|
Total assets transferred |
37,764,821 |
|
Less Cash |
(2,210,597) |
|
Value of shares issued |
35,554,224 |
With effect from 30 September 2010, 7,543 Ordinary Shares were issued as a result of the exercise of Subscription Shares. With effect from 31 March 2011, 2,429 Ordinary Shares were issued as a result of the exercise of Subscription Shares. The Company has in issue 66,033,061 Ordinary Shares and 13,194,622 Subscription Shares denominated in sterling. In addition, the Company has 10,000 Management Ordinary Shares in issue, which are held by the Investment Manager.
The subscription rights conferred by the Subscription Shares are exercisable every six months from 30 September 2010 until 31 March 2013 (inclusive). Each Subscription Share carries the right to subscribe for one Ordinary Share at a price of 100 pence.
On 28 April 2010 the Ordinary Shares and Subscription Shares were admitted to the Official List of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange.No application has been or will be made to have the Management Ordinary Shares admitted to listing on the Official List or to trading on the London Stock Exchange's Main Market for listed securities.
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.
Holders of Subscription Shares are not entitled to attend or vote at meetings of Shareholders.
Holders of Ordinary Shares and Management Ordinary Shares are entitled to receive, and participate in, any dividends or other distributions out of the profits of the Company available for dividend and resolved to be distributed in respect of any accounting period or other income or right to participate therein. The Subscription Shares carry no right to any dividend or other distribution by the Company.
The details of issued share capital of the Company are as follows:
|
30 June 2011 |
31 December 2010 |
Issued and fully paid share capital |
|
|
Ordinary Shares of no par value* |
66,033,061 |
66,030,632 |
Subscription Shares of no par value |
13,194,622 |
13,197,051 |
The issue of Ordinary Shares during the period ended 30 June 2011 took place as follows:
|
|
Ordinary Shares* |
Subscription Shares |
Balance at 1 January 2011 |
|
66,030,632 |
13,197,051 |
Conversion of Subscription Shares |
|
2,429 |
(2,429) |
Balance at 30 June 2011 |
|
66,033,061 |
13,194,622 |
The issue of Ordinary Shares during the period ended 31 December 2010 took place as follows:
|
|
Ordinary Shares* |
Subscription Shares |
Issued during the period via Placing and Offer |
|
30,468,865 |
6,093,772 |
Conversion of Subscription Shares |
|
7,543 |
(7,543) |
Issued during the period to holders of Genus Capital Fund |
|
35,554,224 |
7,110,822 |
Balance at 31 December 2010 |
|
66,030,632 |
13,197,051 |
* In addition 10,000 Management Ordinary Shares were issued. On 9 March 2010, 1 Management Ordinary Share was issued and on 26 March 2010, 9,999 Management Ordinary Shares were issued.
Capital Management
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's investment strategy is to invest in natural resources companies, predominantly unlisted. Whilst there are no fixed limits on the allocation of investments between unlisted securities and listed equities, equity-related securities and cash, typically the Investment Manager will aim for the Company over the long term to be between 40% and 100% invested by value of gross assets with up to 10% by value of gross assets to be held in cash and cash like holdings. The Company will aim to hold sufficient cash to meet ongoing operational expenses. Where deemed appropriate, the Company may borrow up to 10% of NAV for temporary purposes such as settlement mismatches.
At 30 June 2011 the Company was 99.55% invested (31 December 2010: 79.7%).
It is not currently envisaged that any income or gains will be distributed by way of dividend, although this does not preclude the Directors from declaring a dividend at any time in the future if they consider it appropriate to do so.
The Board monitors the extent to which capital has been deployed and the manner in which capital has been invested, using inter alia, sectoral and geographic analyses.
The Company is not subject to any externally imposed capital requirements.
The Directors' interests in the share capital of the Company at 30 June 2011 and 31 December 2010 were as follows:
|
Number of Ordinary Shares |
Number of Subscription Shares |
Edward Flood |
65,000 |
13,000 |
Christopher Sherwell |
25,000 |
5,000 |
Clive Newall |
25,000 |
5,000 |
There were no significant subsequent events since the period end.
The Half-Yearly Report and Unaudited Condensed Interim Financial Statements to 30 June 2011 were approved by the Board of Directors on 26 August 2011.