Result of AGM and Tender Offer

RNS Number : 3833A

Baker Steel Resources Trust Ltd

28 May 2019

 

28 May 2019

BAKER STEEL RESOURCES TRUST LIMITED

(the "Company")

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

Results of AGM & Tender Offer

The Board is pleased to announce that the Resolutions, including the approval of the tender offer authority, put to the Shareholders at the Company's Annual General Meeting held today were duly passed.

The proxy votes received in advance of the meeting are shown below:

Resolution	In favour	Discretionary	Against	Withheld
1	50,853,346	0	0	0
2	50,853,346	0	0	0
3	50,853,346	0	0	0
4	50,853,346	0	0	0
5	50,853,346	0	0	0
6	50,853,346	0	0	0
7	49,605,346	0	0	1,248,000
8	50,853,346	0	0	0
9	50,853,346	0	0	0
10	50,853,346	0	0	0

Further to the announcement on 9 May 2019, the Tender Offer by Numis Securities Limited (Numis) was for up to 9,677,498 Ordinary Shares at 51 pence per share. The Board announces that a total of 65.6% of the Company's Shares in issue (including Management Ordinary Shares but excluding treasury shares) have been validly tendered under the Tender Offer and accordingly that the Tender Offer was oversubscribed.

The Basic Entitlement of all Shareholders who have validly tendered their Shares will be accepted in full and excess tenders will be satisfied to the extent of approximately 3.6404% of the excess Ordinary Shares tendered. 

In accordance with the terms of the Tender Offer 9,677,478 Ordinary Shares will be purchased by Numis on 29 May 2019 and all such shares will then be repurchased by the Company pursuant to the Repurchase Agreement and cancelled. 

The total value of Shares to be purchased is £4,935,514.

It is expected that assured payment obligations for uncertificated Ordinary Shares will be created by 5 June 2019 and that cheques will be dispatched in respect of successfully tendered certificated Ordinary Shares on the same day.

Following the implementation of the Tender Offer the Company will have 106,462,502 Shares in issue (106,453,335 Ordinary Shares and 9.167 Management Ordinary Shares) with a further 700,000 Ordinary Shares held in treasury.

The Company's total voting rights following completion of the Tender Offer and the repurchase of the tendered Shares pursuant to the Repurchase Agreement will be 106,453,335.

As detailed in the Circular, there is a Deemed Concert Party (full details set out in paragraph 4 to Part VI of the Circular dated 9 May 2019) in the Company that prior to the Tender Offer held an aggregate of 36,910,436 shares (including 10,000 Management Ordinary Shares), representing approximately 32% of the voting share capital in the Company. As a result of the participation in the Tender Offer by the Deemed Concert Party to at least its aggregate Basic Entitlement, the Shareholding of the Deemed Concert Party has decreased as a percentage of the Company's issued share capital. 

Capitalised terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the circular dated 9 May 2019 issued by the Company in connection with the Tender Offer.

Director Changes

As discussed in its audited accounts, the Company also announces that Christopher Sherwell retired as a director of the Company at the annual general meeting held earlier today. The board would like to take this opportunity to thank Chris for his invaluable contribution to the Company over the last 9 years.  As announced on 24 May 2019 David Staples joins the Board on 29 May 2019.

Enquiries:

Baker Steel Resources Trust Limited                 [phone]

Francis Johnstone
Trevor Steel

Numis Securities Limited                                   [phone]

Nathan Brown

Matthew Goss

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

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