TIDMBSRT
RNS Number : 0909Y
Baker Steel Resources Trust Ltd
18 February 2013
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt as to the action you should
take, you should consult your independent financial adviser
authorised under the Financial Services and Markets Act 2000
immediately.
If you have sold or otherwise transferred all of your
Subscription Shares in Baker Steel Resources Trust Limited, please
forward this document as soon as possible to the purchaser or
transferee or the stockbroker, bank or other agent through whom the
sale or transfer was effected for delivery to the purchaser or
transferee.
This document should be read in conjunction with, and is subject
to, the detailed provisions contained in the Company's articles of
association.
BAKER STEEL RESOURCES TRUST LIMITED
(A closed ended investment company incorporated in Guernsey
under the provisions of The Companies (Guernsey) Law, 2008 with
registered no. 51576)
Directors: Registered Office:
Howard Myles (Chairman) Arnold House
Edward Flood St Julian's Avenue
Charles Hansard St Peter Port
Clive Newall Guernsey GY1 3NF
Christopher Sherwell
14 February 2013
To Subscription Shareholders of Baker Steel Resources Trust
Limited (the Company)
FINAL EXERCISE DATE FOR SUBSCRIPTON SHARES
Dear Sir or Madam
This letter is sent to you as a registered holder of the
subscription shares of no par value in the Company (the
Subscription Shares) to remind you that the Subscription Share
Rights (the subscription rights) carried by your Subscription
Shares may be exercised up until Tuesday 2 April 2013. This is the
final exercise date of the subscription rights carried by your
Subscription Shares. Each of your Subscription Shares carries the
right (but not the obligation) to subscribe for one ordinary share
of no par value (an Ordinary Share) at an exercise price of 100
pence.
If any subscription rights are not exercised by their holders by
2 April 2013, the Company will appoint a trustee (the Trustee) in
respect of the unexercised subscription rights. If in the Trustee's
opinion the net proceeds of sale of the Ordinary Shares that would
arise on exercise of the unexercised subscription rights (after
deduction of all costs and expenses incurred by, and any fee
payable to, the Trustee) will exceed the costs of subscription, the
Trustee shall on or prior to 16 April 2013 either exercise the
subscription rights and sell in the market the Ordinary Shares
acquired on exercise or (if it appears to the Trustee that doing so
is likely to realise greater net proceeds for Subscription
Shareholders) accept any offer available to Subscription
Shareholders for the purchase of the outstanding Subscription
Shares. The Trustee shall distribute pro rata the net proceeds of
such sale (after deduction of any costs and expenses incurred by,
and any fee payable to, the Trustee) less such subscription costs
to the persons entitled to them by no later than 2 June 2013,
provided that entitlements under GBP10.00 per holder shall be
retained for the benefit of the Company. If the Trustee does not
exercise the subscription rights prior to 16 April 2013 (and so
that its decision in respect thereof shall be final and binding on
all holders of outstanding Subscription Shares), all rights
attaching to such Subscription Shares shall lapse on that date.
The subscription rights attached to each Subscription Share can
be exercised only once. Your attention is drawn to the table, in
the General Information section below, detailing the mid-market
quotations for the Ordinary Shares and the Subscription Shares.
Subscription Shares held in certificated form
If you wish to exercise some or all of your subscription rights
and you hold your Subscription Shares in certificated form, please
complete and sign the Notice of Exercise of Subscription Rights
(the Notice) on the reverse of your Subscription Share
certificate(s) (specifying how many Subscription Shares you wish to
exercise). Please send the completed Notice together with your
payment to Capita Registrars (the Registrar), at the following
address:
Capita Registrars, The Registry, 34 Beckenham Road, Beckenham,
Kent BR3 4TU, United Kingdom
Payments must be made by cheque or bankers' draft in pounds
sterling drawn on a branch in the United Kingdom of a bank or
building society which is either a member of the Cheque and Credit
Clearing Company Limited or the CHAPS Clearing Company Limited or
which has arranged for its cheques or bankers' drafts to be cleared
through the facilities provided for members of these companies.
Such cheques or bankers' drafts must bear the appropriate sort code
in the top right hand corner. Cheques, which must be drawn on the
personal account of the individual investor where they have sole or
joint title to the funds, should be made payable to Capita
Registrars Limited Re: Baker Steel Resources Trust Limited -
Subscription Shares.
Third party cheques will not be accepted with the exception of
building society cheques or bankers' drafts where the building
society or bank has confirmed the name of the account holder by
stamping or endorsing the cheque/bankers' draft to such effect.
The account name should be the same as that shown in the
Notice.
The Notice and payment must be received no later than 5.00 p.m.
on 2 April 2013 for certificated holders.
You will not be able to withdraw a completed Notice, once
lodged. If you have lost your Subscription Share certificate(s),
please contact the Shareholder Helpline on 0871 6640386 (calls cost
10p per minute plus network extras, other network providers' costs
may vary) who will send you a letter of indemnity to complete.
Lines are open from 9:00 a.m. to 5:30 p.m. (UK time) Monday to
Friday (excluding UK public holidays). If you are calling from
outside the United Kingdom, please telephone +44 20 8639 3407.
Calls to the helpline from outside the UK will be charged at the
applicable international rate. Different charges may apply to calls
from mobile telephones and calls may be recorded and randomly
monitored for security and training purposes. The Shareholder
Helpline cannot give any financial, legal or tax advice.
For a written request, please send it to Capita Registrars, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United
Kingdom.
The completed letter of indemnity together with a covering
letter confirming your instructions relating to the exercise of
some or all of your subscription rights must be returned to the
Registrar at the above address together with a cheque for the
relevant subscription amount so as to arrive no later than 5.00
p.m. on 2 April 2013.
Subscription Shares held through CREST
Holders who wish to exercise some or all of their subscription
rights attached to Subscription Shares held in uncertificated form
(i.e. through CREST) must send an Unmatched Stock Event Instruction
(a "USE Instruction") in CREST to Capita Registrars, the Company's
receiving agent (the "Receiving Agent"), properly authenticated in
accordance with Euroclear's specifications, to transfer the
Subscription Shares in respect of which subscription rights are to
be exercised from the relevant account of the CREST Member to the
Receiving Agent. This USE Instruction should be received by not
later than 5.00 p.m. (London time) on 2 April 2013.
Once sent, a USE Instruction exercising subscription rights
shall be irrevocable, save with the consent of the Board of the
Company. To be effective, any such notice or instruction must
comply not only with the requirements set out in this notice but
also with any statutory requirements for the time being
applicable.
The USE Instruction must be authenticated in accordance with
Euroclear's specifications and, in addition to the information that
is required for settlement in Euroclear, the USE Instruction must
contain the following details:
(i) Number of Subscription Shares to be exercised;
(ii) Aggregate amount payable on exercise;
(iii) Participant ID of the Subscription Share Holder;
(iv) Member account ID of the Subscription Share Holder;
(v) Participant ID of the Receiving Agent. This is RA06;
(vi) Member account ID of the Receiving Agent. This is BSRTSUBS;
(vii) Corporate action number. This will be displayed on the corporate actions details page;
(viii) Corporate action ISIN. This is GG00B64WLC23; and
(ix) Intended settlement date. This shall be no later than 2 April 2013.
In order for a USE Instruction to be valid, the USE Instruction
must comply with the requirements as to authentication and contents
set out above and must settle by not later than 5.00 p.m. (London
time) on 2 April 2013.
A USE Instruction will be treated as having been received for
these purposes at the time at which the USE Instruction is received
by Euroclear. This will be conclusively determined by the time
stamp applied by you or your sponsor's network provider's
communications post at Euroclear on receipt of the USE
Instruction.
It is a further condition of the validity of the USE Instruction
that, at the time at which the Receiving Agent receives the USE
Instruction which is otherwise valid, neither the Company nor the
Receiving Agent receive actual notice from Euroclear of any of the
matters specified in Regulation 35(5)(a) in the Uncertificated
Securities Regulations 2001 in relation to such USE Instruction.
These matters include notice that any information contained in the
USE Instruction was incorrect or notice of lack of authority to
send the USE Instruction.
It is your responsibility to take such action as shall be
necessary to ensure that a valid USE Instruction is received by no
later than 5.00 p.m. (London time) on 2 April 2013. You are
referred in particular in this connection to Section 2, Chapter 1,
of the CREST/Euroclear manual concerning practical limitations to
the Euroclear system.
General information
If you wish to have some or all of the Ordinary Shares issued
through the exercise of subscription rights allotted to someone
else, please complete and lodge a Form(s) of Nomination, which is
available from the Registrar. A Form of Nomination must be signed
by both the registered holder and by each person who is to receive
the Ordinary Shares and must be lodged with the Registrar when you
lodge your Notice and payment. It should be noted that a Form of
Nomination may not be used in connection with the exercise of
subscription rights attached to the Subscription Shares held in
uncertificated form.
Under existing legislation, the exercise of subscription rights
attached to Subscription Shares by a UK resident or ordinarily
resident holder will not constitute a disposal for the purposes of
United Kingdom taxation of capital gains. Instead, the Ordinary
Shares acquired pursuant to the exercise of the subscription rights
will be treated as the same asset as the Subscription Shares in
respect of which the subscription rights are exercised. The base
cost of the Subscription Shares, if any, will be added to the
subscription price of 100 pence in computing the deemed base cost
of the Ordinary Shares acquired upon such exercise. Further
information relating to taxation can be found at Part VII of the
prospectus dated 31 March 2010. If you are in any doubt as to your
tax position, you are advised to consult your professional
adviser.
If you nominate a third party to be allotted the Ordinary Shares
to be issued through the exercise of subscription rights, such
nomination will constitute a disposal for the purposes of United
Kingdom taxation and you should consult your professional adviser
as to the capital gains tax, inheritance tax, stamp duty reserve
tax and other taxation consequences of such a transaction.
The Ordinary Shares acquired on exercise of the subscription
rights should be eligible to be held in a stocks and shares ISA,
subject to applicable annual subscription limits (GBP11,280 for the
2012/2013 tax year). The subscription price paid upon exercise of
the subscription rights will contribute towards the annual
subscription limit unless the subscription price is paid out of
cash already within the stocks and shares ISA or with cash
subscribed in the same tax year to a cash ISA held by you and
transferred to your stocks and shares ISA.
These statements are intended only as a general guide to the tax
treatment of shareholders on an exercise of their subscription
rights, based on current United Kingdom tax law and what is
understood to be the current practice of HM Revenue & Customs,
and they may not apply to certain shareholders. For instance,
investments held in ISAs will be free of United Kingdom tax on
capital gains. If you are resident outside the United Kingdom or
are in any doubt as to the potential tax or other consequences of
exercising your subscription rights, you should consult your own
professional adviser.
Ordinary Shares issued pursuant to the exercise of the
Subscription Shares will be allotted not later than 16 April 2013.
Application will be made to the UK Listing Authority for the new
Ordinary Shares to be admitted to the Official List and to the
London Stock Exchange plc for those securities to be admitted to
trading on the London Stock Exchange's market for listed
securities. The Company will use all reasonable endeavours to
obtain such admission no later than 16 April 2013. Certificates for
the Ordinary Shares will be posted to those holders of Subscription
Shares in certificated form not later than 30 April 2013. In the
meantime, any transfers will be certified against the respective
registers.
For CREST participants, the Registrar will, on or prior to 16
April 2013, instruct Euroclear UK & Ireland to credit your
appropriate stock account (being a stock account under the
participant ID and member account ID specified in your
Uncertificated Subscription Notice) with the Ordinary Shares issued
to you, or to which you are entitled.
The Ordinary Shares allotted to you will not rank for any
dividends or other distributions declared, paid or made on the
Ordinary Shares by reference to a record date prior to 16 April
2013 but will otherwise rank as one class of share with the
existing Ordinary Shares.
The mid-market quotations, derived from the London Stock
Exchange plc, on the first business day in each of the six months
prior to the date of this letter and as at 12 February 2013 (the
latest practicable date prior to the printing of this notice) for
one Ordinary Share and one Subscription Share were as follows:
Ordinary Shares Subscription Shares
(p) (p)
3 September 2012 84.250 10.5
1 October 2012 87.500 12.5
1 November 2012 86.375 11.5
3 December 2012 78.875 4.0
2 January 2013 83.250 4.5
1 February 2013 94.000 4.0
12 February 2013 94.250 3.0
The financial effect of conversion
The following table illustrates the basis of conversion,
applying as applicable the most recent figures given above.
Capital
Market value of Subscription Share 3.0 pence
Subscription Price 100 pence
Market value of resultant Ordinary 94.25 pence
Share
The unaudited net asset value per Ordinary Share as at 31
January 2013 was 112.4 pence. The diluted net asset value per
Ordinary Share as at 31 January 2013 was 110.3 pence.
This letter is sent by way of reminder only in order to comply
with the rights of the Subscription Shares and should not be read
by Subscription Shareholders as a recommendation to exercise their
subscription rights or otherwise. In this respect, if you require
advice, you should contact an independent financial adviser
authorised pursuant to the Financial Services and Markets Act 2000.
The full terms of the Subscription Shares are contained within Part
VI of the Prospectus issued on 31 March 2010 which can be obtained
from the Company Secretary, HSBC Securities Services (Guernsey)
Limited, Arnold House, St Julian's Avenue, St Peter Port, Guernsey
GY1 3NF, telephone +44 1481 707 000.
Yours faithfully,
for and on behalf of
Baker Steel Resources Trust Limited
Past performance is not a guide to future performance. Changes
in the rates of exchange between currencies may cause the value of
investments to fluctuate. Shares in the developing and emerging
markets in which the Company invests, can prove volatile and this
may be reflected in the Company's share price. The price of shares
and any income from them may fall as well as rise and is not
guaranteed. The investor may not get back the original amount
invested. This document does not constitute an offer or invitation
to purchase shares in the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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