TIDMBSRT
RNS Number : 9128R
Baker Steel Resources Trust Ltd
31 August 2010
BAKER STEEL RESOURCES TRUST LIMITED
HALF YEARLY MANAGEMENT REPORT AND UNAUDITED INTERIM
CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD FROM 9 MARCH 2010 (DATE OF INCORPORATION) TO 30 JUNE 2010
31 August 2010
Baker Steel Resources Trust Limited ("BSRT" or the "Company"), the closed-ended
investment company managed by Baker Steel Capital Managers LLP (the "Investment
Manager") and established to invest in natural resources companies, presents its
unaudited interim financial results for period from 9 March 2010 (date of
incorporation) to 30 June 2010.
HIGHLIGHTS
Company
· Raised GBP30.5 million via placing and open offer
· 62.6% invested at 30 June 2010
· Listing on London Stock Exchange 28 April 2010
· NAV 95.5p (GBP0.955) per share at 30 June 2010
· Acquisition of majority of non-cash assets of Genus Capital Fund
Investments
· All cash offer for Copperbelt Minerals Limited
· Postponement of listing of Ferrous Resources Limited
Further enquiries:
Baker Steel Resources Trust Limited
enquiries@bakersteelresourcestrust.com
Francis Johnstone
+44 (0)20 7389 8237
Trevor Steel
RBC Capital Markets, Broker
Martin Eales
+44 (0)20 7653 4000
Winterfloods Investment Trusts, Broker
James Moseley
+44 (0)20 3100 0250
Robert Peel
+44 (0)20 3100 0291
HSBC Securities Services (Guernsey) Limited, Administrator
Tel:
+44 (0) 1481 707 000
Pelham Bell Pottinger, Media Adviser
Damian Beeley
+44 (0) 20 7861 3139
Charles Vivian
+44 (0) 20 7337 1538
End
Notes to Editors
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.
www.bakersteelresourcestrust.com.
Directors' Statement to the Shareholders of Baker Steel Resources Trust Limited
The Board is pleased to present the Company's first Half-Yearly Financial Report
since listing on the London Stock Exchange on 28 April 2010.
This Chairman's Statement 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 Chairman's Statement relates to the period from the date of formation of
the Company to 30 June 2010 and contains information that covers this period and
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 2010, 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 2010 was
95.5p per share, down 2.5% from the Company's first NAV calculated on 30 April
2010. During this period the HSBC World Mining Index was down approximately 15%.
For the purpose of calculating the NAV per share, unquoted investments are
carried at fair value as at 30 June 2010 as determined by the Directors and
quoted investments are carried at last traded price as at 30 June 2010.
Net assets at 30 June 2010 comprised the following:
GBPm % net
assets
Unquoted Investments 39.1
62.0
Quoted Investments 0.4
0.6
Net Current Assets 23.6
37.4
------
------
63.1
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. On 9 March 2010, 1
Management Ordinary Share was issued and on 26 March 2010, 9,999 Management
Ordinary Shares were issued.
No further Ordinary Shares or Subscription Shares have been issued since that
time and as a result, the Company has 66,033,089 Ordinary Shares and 13,204,594
Subscription Shares in issue.
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.
3
Related Party Transactions
Transactions with related parties are based on terms equivalent to those that
prevail in an arm's length transaction. The following transactions with related
parties took place for the period ended 30 June 2010.
On 30 March 2010 the Company agreed to acquire the majority of the non- cash
assets of Genus Capital Fund as set out in the Prospectus issued by the Company
dated 31 March 2010. Charles Hansard and Edward Flood were also directors of
Genus Capital Fund and so had an actual or potential conflict of interest.
Edward Flood and Charles Hansard resigned from Genus Capital Fund's Board of
Directors on 12 July 2010 and on 26 July 2010 respectively.
Directors' Interests
The Directors' interests in the share capital of the Company at 30 June 2010
were as follows:
+-------------+----------+--------------+
| | Number | Number |
| | of | of |
| | Ordinary | Subscription |
| | Shares | Shares |
+-------------+----------+--------------+
| Edward | 65,000 | 13,000 |
| Flood | | |
+-------------+----------+--------------+
| Christopher | 25,000 | 5,000 |
| Sherwell | | |
+-------------+----------+--------------+
| Clive | 25,000 | 5,000 |
| Newall | | |
+-------------+----------+--------------+
Howard Myles
Chairman
31 August 2010
4
BAKER STEEL RESOURCES TRUST LIMITED
INVESTMENT MANAGER'S REPORT
For the period from 9 March 2010 (date of incorporation) to 30 June 2010
Investment Update
Largest Investments
+-------------------------------------+------------+
| | % of NAV |
+-------------------------------------+------------+
| 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% |
+-------------------------------------+------------+
Events of note occurred with two of the Company's portfolio companies during the
period. Ferrous Resources announced its decision to float on the London Stock
Exchange, which might have seen it enter the FTSE 100 Index. However, due to
"volatile markets" the listing was postponed and the Investment Manager is
engaging with Ferrous management to ascertain their plans for the company.
Following postponement of the IPO, it was decided that it would be appropriate
to reduce the carrying value from US$3.50 per share to US$3.00 per share, which
had a 3% negative effect on NAV.
Copperbelt Minerals has agreed an all cash offer from a consortium of Chinese
investors, valuing the company at US$26.50 per share compared with the carrying
value of US$20/share at 30 June 2010. This is awaiting approval by the Congolese
government. The date to conclude the offer has been extended to 31 August 2010.
Outlook
The market environment which saw the postponement of the Ferrous float has also
meant that other companies have struggled to float or raise equity. This has
provided a number of new opportunities for the Company and the Investment
Manager is evaluating potential investments in gold, silver and coal mining
companies. Additional precious metals mining exposure would be welcome to
balance Baker Steel Resources Trust's commodity exposure.
Principal Risks and Uncertainties
The principal risks facing the Company relate to the Company's investment
activities. These risks are mainly market risk (comprising currency risk,
commodity price risk and other price risks), liquidity risk, mining development
risk, licensing risk, and emerging market risk. The Ordinary Shares are also
subject to discount 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.
The principal risks and uncertainties set out above have not significantly
changed since the publication of the Company's prospectus and are not
anticipated to change for the remainder of 2010.
Baker Steel Capital Managers LLP
August 2010
5
BAKER STEEL RESOURCES TRUST LIMITED
DIRECTORS' RESPONSIBILITY STATEMENT
For the period from 9 March 2010 (date of incorporation) to 30 June 2010
To the best of the knowledge of the Directors:
The Chairman's Statement and the Investment Manager's Report comprise the
Half-Yearly Management Report.
This Half-Yearly Management Report and CondensedInterim Financial Statements
give a true and fair view of the assets, liabilities, financial position and
profit or loss 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 4.2.7 of the Disclosure and Transparency Rules, being an indication of
important events that have occurred in the period from 9 March 2010 (date of
incorporation) to 30 June 2010 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 4.2.8 of the Disclosure and Transparency Rules, being related party
transactions that have taken place in the period from 9 March 2010 (date of
incorporation) to 30 June 2010 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
31 August 2010
6
BAKER STEEL RESOURCES TRUST LIMITED
UNAUDITED PORTFOLIO STATEMENT
AT 30 JUNE 2010
+-----------+----------------------------------------------+------------+--------+
| Shares | Investments | Fair | % of |
| | | value | Net |
+-----------+----------------------------------------------+------------+--------+
| /Warrants | | GBP | assets |
+-----------+----------------------------------------------+------------+--------+
| | | | |
+-----------+----------------------------------------------+------------+--------+
| | Listed equity shares | | |
+-----------+----------------------------------------------+------------+--------+
| | | | |
+-----------+----------------------------------------------+------------+--------+
| | Canadian Dollars | | |
+-----------+----------------------------------------------+------------+--------+
| 358,333 | MBAC Fertilizer Corporation | 374,538 | 0.59 |
+-----------+----------------------------------------------+------------+--------+
| | | | |
+-----------+----------------------------------------------+------------+--------+
| | Total investments in listed equity shares | 374,538 | 0.59 |
+-----------+----------------------------------------------+------------+--------+
| | | | |
+-----------+----------------------------------------------+------------+--------+
| | Unlisted equity shares and warrants | | |
+-----------+----------------------------------------------+------------+--------+
| | | | |
+-----------+----------------------------------------------+------------+--------+
| | Canadian Dollars | | |
+-----------+----------------------------------------------+------------+--------+
| 500 | BacTech Mining | 314,826 | 0.50 |
+-----------+----------------------------------------------+------------+--------+
| 2,571,429 | First Coal Corporation | 2,218,173 | 3.52 |
+-----------+----------------------------------------------+------------+--------+
| | | 2,532,999 | 4.02 |
+-----------+----------------------------------------------+------------+--------+
| | | | |
+-----------+----------------------------------------------+------------+--------+
| | Great Britain Pounds | | |
+-----------+----------------------------------------------+------------+--------+
| 1,594,646 | Celadon Mining | 297,720 | 0.47 |
+-----------+----------------------------------------------+------------+--------+
| | | 297,720 | 0.47 |
+-----------+----------------------------------------------+------------+--------+
| | | | |
+-----------+----------------------------------------------+------------+--------+
| | United States Dollars | | |
+-----------+----------------------------------------------+------------+--------+
| 268,889 | Copperbelt Minerals | 3,592,852 | 5.70 |
+-----------+----------------------------------------------+------------+--------+
| 6,123,642 | Ferrous Resources | 12,273,467 | 19.46 |
+-----------+----------------------------------------------+------------+--------+
| 5,169,550 | Gobi Coal and Energy | 6,907,469 | 10.95 |
+-----------+----------------------------------------------+------------+--------+
| 500,000 | Ivanhoe Nickel and Platinum | 2,922,902 | 4.63 |
+-----------+----------------------------------------------+------------+--------+
| 791,666 | Ivanhoe Nickel Platinum warrants 1 for 1.2 | 5,553,510 | 8.80 |
| | ordinary | | |
+-----------+----------------------------------------------+------------+--------+
| 507,500 | Ivanhoe Nickel Platinum warrants 1 for 1 | 2,966,746 | 4.70 |
| | ordinary | | |
+-----------+----------------------------------------------+------------+--------+
| 6,500,000 | South American Ferro Metals | 2,051,877 | 3.25 |
+-----------+----------------------------------------------+------------+--------+
| | | 36,268,823 | 57.49 |
+-----------+----------------------------------------------+------------+--------+
| | | | |
+-----------+----------------------------------------------+------------+--------+
| | Total investment in unlisted equity shares | 39,099,542 | 61.98 |
+-----------+----------------------------------------------+------------+--------+
| | | | |
+-----------+----------------------------------------------+------------+--------+
| | Financial assets held at fair value through | 39,474,080 | 62.57 |
| | profit or loss | | |
+-----------+----------------------------------------------+------------+--------+
| | | | |
+-----------+----------------------------------------------+------------+--------+
| | Other assets and liabilities | 23,613,606 | 37.43 |
+-----------+----------------------------------------------+------------+--------+
| | | | |
+-----------+----------------------------------------------+------------+--------+
| | Total Equity | 63,087,686 | 100.00 |
+-----------+----------------------------------------------+------------+--------+
| | | | |
+-----------+----------------------------------------------+------------+--------+
7
BAKER STEEL RESOURCES TRUST LIMITED
CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2010
+------------------------------------------------------+-------+-------------+
| | | Unaudited |
| | | 30 June |
| | | 2010 |
+------------------------------------------------------+-------+-------------+
| |Notes | GBP |
+------------------------------------------------------+-------+-------------+
| Assets | | |
+------------------------------------------------------+-------+-------------+
| Cash and cash equivalents | 8 | 26,113,077 |
+------------------------------------------------------+-------+-------------+
| Financial assets held at fair value through profit | 3 | 39,474,080 |
| or loss (Cost: GBP41,063,333) | | |
+------------------------------------------------------+-------+-------------+
| Other receivables | | 4,415 |
+------------------------------------------------------+-------+-------------+
| Total assets | | 65,591,572 |
+------------------------------------------------------+-------+-------------+
| | | |
+------------------------------------------------------+-------+-------------+
| Liabilities | | |
+------------------------------------------------------+-------+-------------+
| Due to broker | | 2,134,975 |
+------------------------------------------------------+-------+-------------+
| Bank overdraft | 8 | 334 |
+------------------------------------------------------+-------+-------------+
| Management fees payable | 7 | 204,514 |
+------------------------------------------------------+-------+-------------+
| Administration fees payable | 6 | 8,588 |
+------------------------------------------------------+-------+-------------+
| Formation expenses payable | | 105,721 |
+------------------------------------------------------+-------+-------------+
| Directors' fees payable | | 24,867 |
+------------------------------------------------------+-------+-------------+
| Audit fees payable | | 11,429 |
+------------------------------------------------------+-------+-------------+
| Other payables | | 13,458 |
+------------------------------------------------------+-------+-------------+
| Total liabilities | | 2,503,886 |
+------------------------------------------------------+-------+-------------+
| | | |
+------------------------------------------------------+-------+-------------+
| Equity | | |
+------------------------------------------------------+-------+-------------+
| Management Ordinary Shares | 9 | 10,000 |
+------------------------------------------------------+-------+-------------+
| Ordinary Shares | 9 | 64,641,914 |
+------------------------------------------------------+-------+-------------+
| Total deficit | | (1,564,228) |
+------------------------------------------------------+-------+-------------+
| Total equity | | 63,087,686 |
+------------------------------------------------------+-------+-------------+
| | | |
+------------------------------------------------------+-------+-------------+
| Total equity and liabilities | | 65,591,572 |
+------------------------------------------------------+-------+-------------+
| | | |
+------------------------------------------------------+-------+-------------+
| Ordinary Shares in issue | | 66,033,089 |
+------------------------------------------------------+-------+-------------+
| | | |
+------------------------------------------------------+-------+-------------+
| Net asset value per Ordinary Share (in Pence) - | 4 | 95.5 |
| Basic & Diluted | | |
+------------------------------------------------------+-------+-------------+
The accompanying notes form an integral part of these condensed interim
financial statements
8
BAKER STEEL RESOURCES TRUST LIMITED
CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 9 MARCH 2010 (DATE OF INCORPORATION) TO 30 JUNE 2010
+------------------------------------+-------+-----------+-------------+-------------+
| | | Unaudited | Unaudited | Unaudited |
| | | period | period | period |
| | | ended | ended | ended |
| | | 30 June | 30 June | 30 June |
| | | 2010 | 2010 | 2010 |
+------------------------------------+-------+-----------+-------------+-------------+
| | | Revenue | Capital | Total |
+------------------------------------+-------+-----------+-------------+-------------+
| |Notes | GBP | GBP | GBP |
+------------------------------------+-------+-----------+-------------+-------------+
| | | | | |
+------------------------------------+-------+-----------+-------------+-------------+
| Income | | | | |
+------------------------------------+-------+-----------+-------------+-------------+
| Net loss on financial assets and | 3 | - | (1,589,253) | (1,589,253) |
| liabilities at fair value through | | | | |
| profit or loss | | | | |
+------------------------------------+-------+-----------+-------------+-------------+
| Net foreign exchange gain | | - | 460,613 | 460,613 |
+------------------------------------+-------+-----------+-------------+-------------+
| Net income | | - | (1,128,640) | (1,128,640) |
+------------------------------------+-------+-----------+-------------+-------------+
| | | | | |
+------------------------------------+-------+-----------+-------------+-------------+
| Expenses | | | | |
+------------------------------------+-------+-----------+-------------+-------------+
| Formation expenses | | 152,870 | - | 152,870 |
+------------------------------------+-------+-----------+-------------+-------------+
| Management fees | 7 | 204,514 | - | 204,514 |
+------------------------------------+-------+-----------+-------------+-------------+
| 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 income for the | | (435,588) | (1,128,640) | (1,564,228) |
| period | | | | |
+------------------------------------+-------+-----------+-------------+-------------+
| | | | | |
+------------------------------------+-------+-----------+-------------+-------------+
| Net loss 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. |
+-------------+
The accompanying notes form an integral part of these condensed interim
financial statements
9
BAKER STEEL RESOURCES TRUST LIMITED
CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 9 MARCH 2010 (DATE OF INCORPORATION) TO 30 JUNE 2010
+--------------------------+------------+-------------+-------------+-------------+
| | Management | | | Period |
| | Ordinary | Ordinary | Total | ended |
| | Shares | | deficit | 30 June |
| | | Shares | | 2010 |
+--------------------------+------------+-------------+-------------+-------------+
| | GBP | GBP | GBP | GBP |
+--------------------------+------------+-------------+-------------+-------------+
| | | | | |
+--------------------------+------------+-------------+-------------+-------------+
| Balance at 9 March 2010 | - | - | - | - |
+--------------------------+------------+-------------+-------------+-------------+
| Proceeds on issue of | 10,000 | 66,023,089 | - | 66,033,089 |
| Ordinary Shares | | | | |
+--------------------------+------------+-------------+-------------+-------------+
| Share issue costs | - | (1,381,175) | - | (1,381,175) |
+--------------------------+------------+-------------+-------------+-------------+
| Net loss for the period | - | - | (1,564,228) | (1,564,228) |
+--------------------------+------------+-------------+-------------+-------------+
| | | | | |
+--------------------------+------------+-------------+-------------+-------------+
| Balance as at 30 June | 10,000 | 64,641,914 | (1,564,228) | 63,087,686 |
| 2010 | | | | |
+--------------------------+------------+-------------+-------------+-------------+
| | | | | |
+--------------------------+------------+-------------+-------------+-------------+
The accompanying notes form an integral part of these condensed interim
financial statements
10
BAKER STEEL RESOURCES TRUST LIMITED
CONDENSED INTERIM STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM 9 MARCH 2010 (DATE OF INCORPORATION) TO 30 JUNE 2010
+------------------------------------------------------+-------+-------------+
| | | Period |
| | | ended |
| | | 30 June |
| | | 2010 |
+------------------------------------------------------+-------+-------------+
| |Notes | GBP |
+------------------------------------------------------+-------+-------------+
| Cash flows from operating activities | | |
+------------------------------------------------------+-------+-------------+
| Net loss for the period | | (1,564,228) |
+------------------------------------------------------+-------+-------------+
| Adjustments to reconcile loss for the period to net | | |
| cash used in operating activities: | | |
+------------------------------------------------------+-------+-------------+
| Net change in fair value of financial assets and at | | 1,589,253 |
| fair value through profit or loss | | |
+------------------------------------------------------+-------+-------------+
| Net increase in other receivables | | (4,415) |
+------------------------------------------------------+-------+-------------+
| Net increase in other payables | | 368,577 |
+------------------------------------------------------+-------+-------------+
| Net cash provided by operating activities | | 389,187 |
+------------------------------------------------------+-------+-------------+
| | | |
+------------------------------------------------------+-------+-------------+
| Cash flows from investing activities | | |
+------------------------------------------------------+-------+-------------+
| Purchase of financial assets of financial assets at | | (3,364,134) |
| fair value through profit or loss | | |
+------------------------------------------------------+-------+-------------+
| Net cash used in investing activities | | (3,364,134) |
+------------------------------------------------------+-------+-------------+
| | | |
+------------------------------------------------------+-------+-------------+
| Cash flows from financing activities | | |
+------------------------------------------------------+-------+-------------+
| Proceeds from shares issued | 9 | 30,468,865 |
+------------------------------------------------------+-------+-------------+
| Share issue costs | | (1,381,175) |
+------------------------------------------------------+-------+-------------+
| Net cash provided from financing activities | | 29,087,690 |
+------------------------------------------------------+-------+-------------+
| | | |
+------------------------------------------------------+-------+-------------+
| Net increase in cash and cash equivalents | | 26,112,743 |
+------------------------------------------------------+-------+-------------+
| | | |
+------------------------------------------------------+-------+-------------+
| Cash and cash equivalents at the beginning of the | | - |
| period | | |
+------------------------------------------------------+-------+-------------+
| | | |
+------------------------------------------------------+-------+-------------+
| Cash and cash equivalents at the end of the period | 8 | 26,112,743 |
+------------------------------------------------------+-------+-------------+
| | | |
+------------------------------------------------------+-------+-------------+
+------------------------------------------------------+------+------------+
| Represented by: | | |
+------------------------------------------------------+------+------------+
| Cash and cash equivalents | | 26,113,077 |
+------------------------------------------------------+------+------------+
| Bank overdraft | | (334) |
+------------------------------------------------------+------+------------+
| Cash and cash equivalents at the end of the period | 8 | 26,112,743 |
+------------------------------------------------------+------+------------+
| | | |
+------------------------------------------------------+------+------------+
The accompanying notes form an integral part of these condensed interim
financial statements
11
BAKER STEEL RESOURCES TRUST LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 9 MARCH 2010 (DATE OF INCORPORATION) TO 30 JUNE 2010
1. GENERAL INFORMATION
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 Law
and the 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.
2. SIGNIFICANT ACCOUNTING POLICIES
a) 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 Company has adopted the United Kingdom pound sterling ("GBP") 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).
Significant accounting judgements and estimates
The preparation of the Company's financial statements requires Directors to make
judgements, estimates and assumptions that affect the amounts recognised in the
financial statements. However, uncertainty about these assumptions and estimates
could result in outcomes that could require a material adjustment to the
carrying amount of the asset or liability affected in the future. The most
significant judgement relates to the valuation of the Company's unlisted
investments.
b) Financial assets and liabilities at fair value through profit or loss
The Company designates its investments other than derivatives at fair value
through profit or loss, at initial recognition. All derivatives are classified
as held for trading and included in financial assets at fair value through
profit or loss.
Recognition and derecognition
The Company recognises financial assets and financial liabilities on the date it
becomes a party to the contractual provisions of the instruments. Routine
purchases and sales of investments are accounted for on the trade date.
Financial assets and financial liabilities at fair value through profit or loss
are initially recognised at fair value. Transaction costs are expensed in the
Statement of Comprehensive Income. Subsequent to initial recognition, all
financial assets and financial liabilities at fair value through profit or loss
are measured at fair value. Gains and losses arising from changes in the fair
value of the 'financial assets or financial liabilities at fair value through
profit or loss' are recognised in the Statement of Comprehensive Income in the
period in which they arise.
12
BAKER STEEL RESOURCES TRUST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD FROM 9 MARCH 2010 (DATE OF INCORPORATION) TO 30 JUNE 2010
2.SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
b) Financial assets and liabilities at fair value through profit or loss
(continued)
Recognition and derecognition (continued)
A financial asset is derecognised when the Company no longer has control over
the contractual rights that comprise that asset. This occurs when the rights are
realised, expired or are surrendered. A financial liability is derecognised when
it is extinguished or when the obligation specified in the contract is
discharged, cancelled or expired.
Determination of fair value
Fair value is the amount for which an asset could be exchanged, or a liability
settled, between knowledgeable, willing parties in an arm's length transaction.
The fair value for financial instruments traded in active markets at the
reporting date is based on their quoted price or binding dealer price quotations
(bid price for long positions and ask price for short positions), without any
deduction for transaction costs.
For all other financial instruments not traded in an active market, the fair
value is determined by using appropriate valuation techniques. Valuation
techniques include: using recent arm's length market transactions; reference to
the current market value of another instrument that is substantially the same;
discounted cash flow analysis and option pricing models making as much use of
available and supportable market data as possible. An analysis of fair values of
financial instruments and further details as to how they are measured are
provided in note 3.
c) Interest income and expense
Bank interest income and interest expense is recognised on an accrual basis
based on the effective interest method.
d) Cash and cash equivalents, margin accounts with brokers and cash
overdrawn
Cash and cash equivalents comprise cash balances held at banks. For cash flow
statement purposes cash and cash equivalents includes bank overdrafts. The bank
overdrafts are repayable on demand and form an integral part of the Company's
cash management.
e) Expenses
All expenses are recognised on an accruals basis.
f) Translation of foreign currencies
Foreign currency transactions during the period are translated into GBP at the
rate of exchange ruling at the dates of the transaction. Assets and liabilities
denominated in foreign currencies are translated into GBP at the rate of
exchange ruling at the Statement of Financial Position date. Exchange
differences are included in the Statement of Comprehensive Income.
g) Segment information
IFRS 8 'Operating Segments' was issued by the IASB in November 2006 and is
effective for annual periods beginning on or after 1 January 2009, with early
application permitted. This standard requires disclosures on the financial
performance of the operating segments of the entity. The Directors are of the
opinion that the Company is engaged in a single segment of business, being
investing in natural resources companies.
h) Net asset value per share
Net Asset Value per share disclosed on the face of the Statement of Financial
Position is calculated in accordance with the Company's Prospectus by dividing
the net assets of the Company on the Statement of Financial Position date by the
number of Ordinary Shares outstanding at that date.
13
BAKER STEEL RESOURCES TRUST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD FROM 9 MARCH 2010 (DATE OF INCORPORATION) TO 30 JUNE 2010
2.SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
i) New accounting pronouncements not yet effective
The following standards, amendments and interpretations are not effective. No
assessment of the impact on the financial position or performance of the Company
has yet been made:
IFRS 9 Financial Instruments: Classification and Measurement
The IASB issued IFRS 9 Financial Instruments in November 2009 which is effective
for annual periods beginning on or after 1 January 2013 with early adoption
permitted starting in 2009. The issue of this standard represents the completion
of the first part of a three-part project to replace IAS 39 Financial
Instruments: Recognition and Measurement with a new standard-IFRS 9 Financial
Instruments.
IFRIC Interpretation 19 Extinguishing Financial Liabilities and Equity
Instruments
The IFRIC issued IFRIC Interpretation 19 in November 2009. IFRIC 19 provides
guidance on how to account for the extinguishment of a financial liability by
the issue of equity instruments. An entity shall apply this Interpretation for
annual periods beginning on or after 1 July 2010 with earlier application
permitted.
Amendment to IAS 24 Related Party Disclosures
The revised standard was issued in November 2009 and is effective for annual
periods beginning on or after 1 January 2011. The revised standard simplifies
the disclosure requirements for entities that are controlled, jointly controlled
or significantly influenced by a government (referred to as government related
entities) and clarifies the definition of a related party.
Amendments to IFRIC 14 - Prepayments of a Minimum Funding Requirement
The amendment was issued in November 2009 and is effective for annual periods
beginning on or after 1 January 2011 with earlier application permitted. The
amendments correct an unintended consequence of IFRIC 14 IAS 19 - The Limit on a
Defined Benefit Asset, Minimum Funding Requirements and their Interaction.
3. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
+-------------+-----------+-------------+-----------+-------------+
| 30 | Listed | Unlisted | Warrants | Total |
| June | equity | equity | | |
| 2010 | shares | shares | | |
+-------------+-----------+-------------+-----------+-------------+
| | GBP | GBP | GBP | GBP |
+-------------+-----------+-------------+-----------+-------------+
| Financial | | | | |
| assets at | | | | |
| fair | | | | |
| value | | | | |
| through | | | | |
| profit or | | | | |
| loss | | | | |
+-------------+-----------+-------------+-----------+-------------+
| Cost | 567,717 | 32,087,429 | 8,408,187 | 41,063,333 |
+-------------+-----------+-------------+-----------+-------------+
| Unrealised | (193,179) | (1,508,142) | 112,068 | (1,589,253) |
| (loss)/gain | | | | |
+-------------+-----------+-------------+-----------+-------------+
| Market | 374,538 | 30,579,287 | 8,520,255 | 39,474,080 |
| value | | | | |
| at 30 | | | | |
| June | | | | |
| 2010 | | | | |
+-------------+-----------+-------------+-----------+-------------+
| | | | | |
+-------------+-----------+-------------+-----------+-------------+
The following table analyses investments by type and by level within the fair
valuation hierarchy at 30 June 2010.
+------------------------+------------+-------------+--------------+------------+
| | Quoted | Quoted | Unobservable | |
| | prices in | market | | |
| | active | based | inputs | |
| | markets | observables | | |
+------------------------+------------+-------------+--------------+------------+
| | Level 1 | Level 2 | Level 3 | Total |
+------------------------+------------+-------------+--------------+------------+
| | GBP | GBP | GBP | GBP |
+------------------------+------------+-------------+--------------+------------+
| Financial assets at | | | | |
| fair value through | | | | |
| profit or loss | | | | |
+------------------------+------------+-------------+--------------+------------+
| Listed equity shares | 374,538 | - | - | 374,538 |
+------------------------+------------+-------------+--------------+------------+
| Unlisted equity shares | - | - | 30,579,287 | 30,579,287 |
+------------------------+------------+-------------+--------------+------------+
| Warrants | - | - | 8,520,255 | 8,520,255 |
+------------------------+------------+-------------+--------------+------------+
| | 374,538 | - | 39,099,542 | 39,474,080 |
+------------------------+------------+-------------+--------------+------------+
14
BAKER STEEL RESOURCES TRUST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD FROM 9 MARCH 2010 (DATE OF INCORPORATION) TO 30 JUNE 2010
3. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS (CONTINUED)
+----------------------+-----------+-------------+-----------+-------------+
| | Listed | Unlisted | Warrants | Total |
| | equity | equity | | |
| | shares | shares | | |
+----------------------+-----------+-------------+-----------+-------------+
| | | GBP | GBP | GBP |
+----------------------+-----------+-------------+-----------+-------------+
| Balance at beginning | - | - | - | - |
| of period | | | | |
+----------------------+-----------+-------------+-----------+-------------+
| Purchases during the | 567,717 | 32,087,429 | 8,408,187 | 41,063,333 |
| period | | | | |
+----------------------+-----------+-------------+-----------+-------------+
| Unrealised | (193,179) | (1,508,142) | 112,068 | (1,589,253) |
| (loss)/gains | | | | |
+----------------------+-----------+-------------+-----------+-------------+
| | | | | |
+----------------------+-----------+-------------+-----------+-------------+
| Closing balance | 374,538 | 30,579,287 | 8,520,255 | 39,474,080 |
+----------------------+-----------+-------------+-----------+-------------+
Investments
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,
and are therefore classified within level 1, include listed equities. 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 2010.
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 or 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.
4. NET ASSET VALUE PER SHARE AND EARNING PER SHARE
Basic net asset value per share is based on the net assets of GBP63,087,686 and
66,033,089 Ordinary Shares, being the number of shares in issue at the period
end. Diluted net asset value is the same as the basic net asset value, as the
exercise price of the Subscription Shares is above the net asset value at the
period end.
The calculation for basic net asset value is as below:-
+----------------------------------------------------+------------+--------------+
| 30 June 2010 | Ordinary | Subscription |
| | Shares | Shares |
+----------------------------------------------------+------------+--------------+
| Net assets at the period end (GBP) | 63,087,686 | 13,204,594 |
+----------------------------------------------------+------------+--------------+
| Number of shares | 66,033,089 | 13,204,594 |
+----------------------------------------------------+------------+--------------+
| Basic net asset value per share (in pence) | 95.5 | |
+----------------------------------------------------+------------+--------------+
The basic earnings per share is based on the net loss for the period of the
Company of GBP1,564,228 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 101.24p is only 1.24% greater
than the exercise price. This calculation is done in accordance with the IFRS.
15
BAKER STEEL RESOURCES TRUST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD FROM 9 MARCH 2010 (DATE OF INCORPORATION) TO 30 JUNE 2010
5. TAXATION
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 GBP600 has been paid.
6. ADMINISTRATION FEES
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, the rate reduces to 5 basis points of gross
asset value above US$250 million, subject to a minimum of EUR48,000 per annum or
such other amount as may be agreed with the Company from time to time in
accordance with the Administration Agreement. 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 GBP40,000. 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 EUR5,000 for
preparation of the financial statements of the Company.
The administration fees paid for the period ended 30 June 2010 were GBP21,600 of
which GBP8,588 was payable at 30 June 2010.
7. 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 to the
Manager a 'base fee' which is equal to 1/12th of 1.75% of the Net Asset Value
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 GBP1 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 ends 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 Manager's base fees paid for the period ended 30 June 2010 were GBP204,514
all of which was outstanding at the period end.
16
BAKER STEEL RESOURCES TRUST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD FROM 9 MARCH 2010 (DATE OF INCORPORATION) TO 30 JUNE 2010
8. CASH AND CASH EQUIVALENTS
+------------------------------------------------------------+------------+
| | 30 June |
| | 2010 |
+------------------------------------------------------------+------------+
| | GBP |
+------------------------------------------------------------+------------+
| Cash and cash equivalents | 26,113,077 |
+------------------------------------------------------------+------------+
| Bank overdraft | (334) |
+------------------------------------------------------------+------------+
| Total | 26,112,743 |
+------------------------------------------------------------+------------+
| | |
+------------------------------------------------------------+------------+
| Represented by: | |
+------------------------------------------------------------+------------+
| Cash and cash equivalents | |
+------------------------------------------------------------+------------+
| HSBC Bank plc | 26,113,077 |
+------------------------------------------------------------+------------+
| | |
+------------------------------------------------------------+------------+
| Bank overdraft* | |
+------------------------------------------------------------+------------+
| HSBC Bank plc | (334) |
+------------------------------------------------------------+------------+
* Bank overdrafts represent negative cash balances in non GBP brokerage
accounts.
9. SHARE CAPITAL
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
GBP30,468,865 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 below:
+-----------+-------------------------------------------------+-------------+
| Quantity | Investments | Transfer |
| | | value |
+-----------+-------------------------------------------------+-------------+
| | | GBP |
+-----------+-------------------------------------------------+-------------+
| | | |
+-----------+-------------------------------------------------+-------------+
| | 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 | 5,480,463 |
| | ordinary | |
+-----------+-------------------------------------------------+-------------+
| 306,980 | Ivanhoe Nickel Platinum warrants 1 for 1 | 1,770,941 |
| | ordinary | |
+-----------+-------------------------------------------------+-------------+
| 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 |
+-----------+-------------------------------------------------+-------------+
17
BAKER STEEL RESOURCES TRUST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD FROM 9 MARCH 2010 (DATE OF INCORPORATION) TO 30 JUNE 2010
9. SHARE CAPITAL (CONTINUED)
The Company has in issue 66,023,089 Ordinary Shares and 13,204,594 Subscription
Shares denominated in Sterling.
The subscription rights conferred by the Subscription Shares are exercisable
every six months from 30 September 2010 until 31 March 2013. 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.
In addition, the Company has 10,000 Management Ordinary Shares in issue, which
are held by the Investment Manager. 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 will 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 |
| | 2010 |
+------------------------------------------------------------+------------+
| Issued and fully paid share capital | |
+------------------------------------------------------------+------------+
| Ordinary Shares of no par value | 66,023,089 |
+------------------------------------------------------------+------------+
| Subscription Shares of no par value | 13,204,594 |
+------------------------------------------------------------+------------+
The issue of Ordinary Shares during the period ended 30 June 2010 took place as
follows:
+----------------------------------+--+--------------+--------------+
| | | Ordinary | Subscription |
| | | Shares* | Shares |
+----------------------------------+--+--------------+--------------+
| Issued during the period via | | 30,468,865 | 6,093,772 |
| Placing and Offer | | | |
+----------------------------------+--+--------------+--------------+
| Issued during the period to | | 35,554,224 | 7,110,822 |
| holders of Genus Capital Fund | | | |
+----------------------------------+--+--------------+--------------+
| Balance at 30 June 2010 | | 66,023,089 | 13,204,594 |
+----------------------------------+--+--------------+--------------+
* 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.
10. RELATED PARTY TRANSACTIONS
Transactions with related parties are based on terms equivalent to those that
prevail in an arm's length transaction. The following transactions with related
parties took place for the period ended 30 June 2010.
On 30 March 2010 the Company agreed to acquire the majority of the non-cash
assets of Genus Capital Fund as set out in the Prospectus issued by the Company
dated 31 March 2010. Charles Hansard and Edward Flood were also directors of
Genus Capital Fund and so had an actual or potential conflict of interest.
Edward Flood and Charles Hansard resigned from Genus Capital Fund's Board of
Directors on 12 July 2010 and on 26 July 2010 respectively.
18
BAKER STEEL RESOURCES TRUST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD FROM 9 MARCH 2010 (DATE OF INCORPORATION) TO 30 JUNE 2010
11. DIRECTORS' INTERESTS
The Directors' interests in the share capital of the Company at 30 June 2010
were as follows:
+-------------+----------+--------------+
| | Number | Number |
| | of | of |
| | Ordinary | Subscription |
| | Shares | Shares |
+-------------+----------+--------------+
| Edward | 65,000 | 13,000 |
| Flood | | |
+-------------+----------+--------------+
| Christopher | 25,000 | 5,000 |
| Sherwell | | |
+-------------+----------+--------------+
| Clive | 25,000 | 5,000 |
| Newall | | |
+-------------+----------+--------------+
12. SUBSEQUENT EVENTS
There were no significant subsequent events since the period end.
13. APPROVAL OF HALF-YEARLY REPORT AND UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
The Half-Yearly Report and Unaudited Condensed Interim Financial Statements to
30 June 2010 were approved by the Board of Directors on 31 August 2010.
19
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR DMGFRKMMGGZM
Baker Steel Resources (LSE:BSRT)
Historical Stock Chart
From Jun 2024 to Jul 2024
Baker Steel Resources (LSE:BSRT)
Historical Stock Chart
From Jul 2023 to Jul 2024
