Notice of AGM

RNS Number : 9095B

Baker Steel Resources Trust Ltd

07 April 2017

 

BAKER STEEL RESOURCES TRUST LIMITED

(Incorporated in Guernsey with registered number 51576 under the provisions of The Companies (Guernsey) Law, 2008 as amended)

7^th April 2017

BAKER STEEL RESOURCES TRUST LTD

(the "Company")

2017 Annual General Meeting

The Company has announced its Annual General Meeting will be held on Friday 9^th June 2017 at 10.00am.

Further details of the Company and its investments are available on the Company's website www.bakersteelresourcestrust.com 

Enquiries:

Baker Steel Resources Trust Limited                [phone]

Francis Johnstone
Trevor Steel

Numis Securities Limited                                   [phone]

David Benda (Corporate)

James Glass (sales)

HSBC Securities Services (Guernsey) Limited

Company Secretary                                           + 44 (0)1481 717 851

BAKER STEEL RESOURCES TRuST Limited

                                                                                         (the "Company")                                                       

(incorporated in Guernsey with registered number: 51576 )

NOTICE OF 2017 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2017 Annual General Meeting of the Company will be held at Arnold House, St Julian's Avenue, St Peter Port, Guernsey, GY1 3NF on Friday 9^th June 2017 at 10.00 am for the purpose of considering and, if thought fit, passing the following resolutions:

Ordinary Resolutions

1.         That the financial statements of the Company for the period ended 31 December 2016 and the reports of the Directors and the auditors thereon be received and adopted.

2.         That the reappointment of Ernst & Young LLP (the "Auditors") of Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey, GY1 4AF as auditors of the Company for the year ended 31 December 2017, be approved and ratified.

3.         That Howard Myles, being eligible and offering himself for re-election, be re-elected as a Director of the Company.

4.         That Charles Hansard, being eligible and offering himself for re-election, be re-elected as a Director of the Company.

5.         That Clive Newall, being eligible and offering himself for re-election, be re-elected as a Director of the Company.

6.         That Christopher Sherwell, being eligible and offering himself for re-election, be re-elected as a Director of the Company.

7.         That the Directors be and are hereby authorised to fix the remuneration of the Auditors for the year ended 31 December 2017.

8.         That the maximum remuneration of the Directors for the year ended 31 December 2017 be fixed at an aggregate amount of £200,000.

Special Resolutions

9.         That, without prejudice to Article 3(b) of the Articles of Incorporation of the Company (the "Articles"), the Company generally be and is hereby authorised for the purposes of section 315 of The Companies (Guernsey) Law, 2008, as amended (the "Law") to make market acquisitions of its Ordinary Shares (as defined in the Articles) for all and any purposes, provided that:

(i)    the maximum number of Ordinary Shares hereby authorised to be purchased shall be 14.99% of the Ordinary Shares in issue at the date of the passing of this resolution;

(ii)   the minimum price (exclusive of expenses) which may be paid for an Ordinary Share in issue shall be GBP 0.01;

(iii)   the maximum price (exclusive of expenses) which may be paid for an Ordinary Share in issue shall not be more than the higher of (i) 5% above the average mid-market values of the Ordinary Shares as derived from the Official List of the London Stock Exchange plc for the five business days immediately preceding the date of the purchase; and (ii) the higher of the last independent trade and the highest current independent bid for the Ordinary Shares on the trading venue where the purchase is carried out;

(iv)  the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on the expiry of 14 months from the passing of this resolution, unless such authority is renewed, varied or revoked prior to such time save that the Company may, prior to such expiry, enter into a contract to purchase any Ordinary Share in issue from time to time under such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of such Ordinary Shares pursuant to any such contract;

(v)   the purchase price may be paid by the Company to the fullest extent permitted by the Law; and

(vi)  any Ordinary Shares bought back by the Company may be held in treasury in accordance with the Law or be subsequently cancelled by the Company.

10.       That the Directors be and are hereby authorised to allot and issue (or sell from treasury) up to 11,612,998 Ordinary Shares for cash as if Article 5(b)(1) to 5(b)(8) of the Company's articles of incorporation did not apply to such allotment, issue or sale, provided that this authority shall expire on 9th August 2018 or, if earlier, the conclusion of the Company's next annual general meeting unless such authority is renewed, varied or revoked by the Company in general meeting prior to or on such date save that the Company may at any time before such expiry make an offer or agreement which might require Ordinary Shares to be allotted, issued or sold from treasury after such expiry and the Directors may allot, issue or sell from treasury Ordinary Shares after such expiry in pursuance of any such offer or agreement as if the authority conferred hereby had not has expired.

Dated 7^th April 2017

By order of the Board

HSBC Securities Services (Guernsey) Limited

Company Secretary

 

END

 

 

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