TIDMBSRT
RNS Number : 6982F
Baker Steel Resources Trust Ltd
24 February 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN
OR THE REPUBLIC OF SOUTH AFRICA.
This announcement is an advertisement and not a prospectus.
Investors should not purchase or subscribe for any transferable
securities referred to in this announcement except on the basis of
information contained in the prospectus published by Baker Steel
Resources Trust Limited dated 26 January 2015 (the "Prospectus") in
connection with a placing and open offer of new ordinary shares and
the admission of such new ordinary shares (the "Ordinary Shares")
to the premium segment of the Official List of the Financial
Conduct Authority (the "Official List") and to trading on London
Stock Exchange plc's main market for listed securities (the "London
Stock Exchange"). A copy of the Prospectus is available from the
Company's website. This announcement is not an offer to sell, or a
solicitation of an offer to acquire, securities in the United
States or in any other jurisdiction. Neither this announcement nor
any part of it shall form the basis of or be relied on in
connection with or act as an inducement to enter into any contract
or commitment whatsoever.
BAKER STEEL RESOURCES TRUST LIMITED
23 FEBRUARY 2015
RESULT OF EGM AND ISSUE OF EQUITY
Result of EGM
The Board of Baker Steel Resources Trust Limited (the "Company")
are pleased to announce that at the Extraordinary General Meeting
of the Company held at Arnold House, St. Julian's Avenue, St Peter
Port, Guernsey GY1 3NF at 9.30 a.m. on Monday, 23 February 2015 all
of the resolutions, as set out in the shareholder circular dated 26
January 2015, were duly passed.
Issues of equity
Initial Placing and the Open Offer
The issue price of the New Ordinary Shares to be issued under
the Initial Placing and the Open Offer (the" Initial Issue Shares")
is equal to 85 per cent. of the prevailing Net Asset Value per
Ordinary Share as at the Calculation Date (the "Initial Issue
Price").
As at 18 February 2015, being the Calculation Date, the
prevailing Net Asset Value per Ordinary Share of Company was 42.6
pence and, accordingly, the Initial Issue Price is 36.2 pence per
New Ordinary Share.
The Company has received valid applications for 3,192,141 New
Ordinary Shares to be issued under the Open Offer at the indicative
issue price of 38.2p per New Ordinary Share. As the Net Asset Value
per Ordinary Share as at the Calculation Date is less than 44.9p
(being the Net Asset Value per Ordinary Share as at 31 December
2014 on which the indicative issue price was calculated), every
Qualifying Shareholders' valid Open Offer application will be
adjusted on a pro rata basis to reflect the resulting lower Initial
Issue Price and the number of New Ordinary Shares to which each
Qualifying Shareholder has subscribed has been increased
accordingly. Therefore, 3,368,488 New Ordinary Shares have been
issued in respect of valid applications under the Open Offer.
Acquisitions
A total of 38,819,601 Acquisition Shares have also been issued
in respect of the assets to be acquired pursuant to the Acquisition
Agreements, this issue comprising 30,468,522 New Ordinary Shares
issued at 42.6p per New Ordinary Share as consideration for the
acquisition of unlisted investments and 8,351,079 New Ordinary
Shares issued at 36.2p per New Ordinary Share as consideration for
the acquisition of listed investments.
Settlement
Application has been made for 42,188,089 New Ordinary Shares to
be issued pursuant to the Initial Issue and the Acquisitions to be
admitted to listing on the premium segment of the Official List of
the FCA and to trading on the London Stock Exchange's main market
for listed securities. It is expected that Admission will become
effective, and dealings will commence, on 25 February 2015.
The Company will instruct Euroclear on or around 25 February
2015 (or as soon as practicable thereafter) to credit the
appropriate stock accounts in CREST of the placees and subscribers
(on a deliver versus payment basis) with their respective
entitlements to New Ordinary Shares. Temporary documents of title
will not be issued pending the dispatch by post of definitive
certificates, which is expected to take place in the week
commencing 2 March 2015.
The Acquisition Shares and New Ordinary Shares will rank pari
passu in all respects with the existing Ordinary Shares, save for
any dividends or other distributions declared, made or paid on the
Ordinary Shares by reference to a record date prior to the
allotment of the Acquisition Shares and New Ordinary Shares.
Following Admission, the number of Ordinary Shares that the Company
will have in issue will be 113,891,865.
Further Additional Investments
In addition to the Additional Investments which will be acquired
under the Acquisition Agreements, the Investment Manager has also
identified a number of holdings of common assets which it believes
the Company may be able to acquire on the same terms as the
Additional Investments. In particular, the Company is in
negotiations with Salamanca Group Advisers Limited to acquire
certain co-owned assets from Salamanca's clients which, if
completed, is expected to result in Salamanca becoming an
additional investment adviser. All of the Further Additional
Investments which might be acquired are in investee companies in
which the Company has already made an investment. As at 31 December
2014, the Further Additional Investments had an aggregate value of
GBP60.72 million (unaudited).
The Investment Manager has not yet been able to finalise these
further potential acquisitions, but expects to do so by 31 July
2015, in which case the consideration payable for such acquisitions
will be satisfied by the issue of fully paid Acquisition Shares.
However, there can be no assurance that all or any of the Further
Additional Investments will be acquired. The Further Additional
Investments will be acquired on the same basis as the Additional
Investments and the issue price and the number of Acquisition
Shares to be issued will depend on whether the Further Additional
Investments are Unlisted Investments or Listed Investments. The
value attributed to any Further Additional Investments and the
issue price of any Acquisition Shares will be determined as at an
appropriate further calculation date or dates.
Discount Management Policy and Capital Returns Policy
Subject to the Company having the appropriate authorities in
place at the relevant time to purchase its own shares, the Company
will introduce a discount management mechanism from August 2015.
Beginning from the publication of the Company's Net Asset Value as
at 31 July 2015, the Company will on a monthly basis, following
publication of its monthly Net Asset Value, calculate the aggregate
net cash proceeds of realisation over the immediately preceding six
month period. If the Ordinary Shares are trading at a discount in
excess of 15 per cent. to their Net Asset Value, the Board intends
to allocate at least 50 per cent. of such realisation proceeds
(less the aggregate value of any Ordinary Shares already bought
back during the six month period) to buy back its own Ordinary
Shares.
In respect of each financial year of the Company (the "Relevant
Year") commencing with the year to 31 December 2015, the Board
intends to allocate cash for distribution to Shareholders (the
"Distributable Amount"). The Distributable Amount for each Relevant
Year will be calculated following the publication of the Company's
audited financial statements for the Relevant Year. Such
Distributable Amount shall be no less than 15 per cent. of the
aggregate net realised cash gains achieved in the Relevant Year.
Such net realised cash gains will be calculated after deducting any
losses realised in the Relevant Year. The Board will retain
discretion for determining the most appropriate manner by which to
distribute any Distributable Amount, which may include but will not
be limited to, share buybacks, tender offers and dividend
payments.
The operation of the Discount Management Policy and the Capital
Returns Policy will be subject to compliance with all necessary
regulatory obligations of the Company, including close periods and
the Guernsey law solvency test and will also be subject to the
Company retaining sufficient cash for its working capital
requirements and the protection of Shareholder value in respect of
the existing Portfolio. The Board will retain ultimate discretion
for the allocation and distribution under the Discount Management
Policy and of any Distributable Amount.
Placing Programme
Following the passing of the resolutions at the EGM noted above,
the Directors are authorised to issue further New Ordinary Shares
(the "Placing Programme Shares") for cash pursuant to the Placing
Programme without having to first offer those shares to existing
Shareholders.
New Ordinary Shares issued pursuant to the Placing Programme
will be issued at a premium to the prevailing Net Asset Value per
Ordinary Share at least sufficient to cover the costs and expenses
of the relevant Placing. The issue price of any Placing Programme
Shares will be announced through a Regulatory Information Service
as soon as is practicable following the allotment of such Placing
Programme Shares.
The Placing Programme Shares will rank pari passu in all
respects with the existing Ordinary Shares, save for any dividends
or other distributions declared, made or paid on the Ordinary
Shares by reference to a record date prior to the allotment of the
Placing Programme Shares.
New Ordinary Shares with a maximum aggregate issue value of
approximately GBP98.8 million will be available for issue under the
Placing Programme from 25 February 2015 until 22 January 2016. The
Placing Programme is flexible and may have a number of closing
dates in order to provide the Company with the ability to issue New
Ordinary Shares over a period of time and the issue of the Placing
Programme Shares will be at the discretion of the Directors.
Enquiries:
Baker Steel Resources Trust Limited
+44 20 7389 8237
Francis Johnstone
Trevor Steel
Buchanan, Financial PR Adviser
+44 (0) 20 7466 5000
Bobby Morse / Gordon Poole / Lora Coventry
Numis Securities Limited
+44 20 7260 1000
David Benda / Nathan Brown (corporate)
James Glass (sales)
IMPORTANT INFORMATION
This document is not for release, publication or distribution
(directly or indirectly) in or into the United States, Canada,
Australia, Japan, the Republic of South Africa or to any "US
Person" as defined in Regulation S under the United States
Securities Act of 1933, as amended (the "Securities Act") or into
any other jurisdiction where applicable laws prohibit its release,
distribution or publication. It does not constitute an offer of
securities for sale anywhere in the world, including in or into the
United States, Canada, Australia, Japan or the Republic of South
Africa. No recipient may distribute, or make available, this
document (directly or indirectly) to any other person. Recipients
of this document in jurisdictions outside the UK should inform
themselves about and observe any applicable legal requirements in
their jurisdictions. In particular, the distribution of this
document may in certain jurisdictions be restricted by law.
The Ordinary Shares have not been and will not be registered
under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States
and, subject to certain exceptions, may not be offered or sold
within the United States or to, or for the account or benefit of,
US Persons. The Company will not be registered as an "investment
company" under the United States Investment Company Act of 1940,
and investors will not be entitled to the benefits of that Act. In
addition, relevant clearances have not been, and will not be,
obtained from the securities commission (or equivalent) of any
province of Australia, Canada, Japan or the Republic of South
Africa and, accordingly, unless an exemption under any relevant
legislation or regulations is applicable, none of the Ordinary
Shares may be offered, sold, renounced, transferred or delivered,
directly or indirectly, in Australia, Canada, Japan or the Republic
of South Africa.
The contents of this announcement, which has been prepared by
and is the sole responsibility of the Company, have been approved
by Baker Steel Capital Managers LLP ("Baker Steel") solely for the
purposes of section 21(2)(b) of the Financial Services and Markets
Act 2000.
Each of Baker Steel and Numis Securities Limited ("Numis") is
authorised and regulated by the UK Financial Conduct Authority.
Neither Baker Steel nor Numis is acting as adviser to any recipient
of this document or will be responsible to any recipient of the
document for providing the protections afforded to clients of
either of them or for providing advice in connection with this
document or any of the matters referred to herein. Numis has not
verified or authorised the contents of, or any part of, this
document.
This document is an advertisement and not a prospectus and
investors must only subscribe for or purchase the securities
referred to in this document on the basis of information contained
in the Prospectus and not in reliance on this document. This
document does not contain sufficient information to support an
investment decision and investors should ensure that they obtain
all available relevant information before making any investment.
This document does not constitute and may not be construed as an
offer to sell, or an invitation to purchase, investments of any
description, nor as a recommendation regarding the possible
offering or the provision of investment advice by any party. No
information in this document should be construed as providing
financial, investment or other professional advice and each
prospective investor should consult its own legal, business, tax
and other advisers in evaluating the investment opportunity. No
reliance may be placed for any purposes whatsoever on this document
(including, without limitation, any illustrative modelling
information contained herein), or its completeness.
None of the Company, Baker Steel or Numis nor any of their
respective officers, partners, employees, agents, advisers or
affiliates makes any express or implied representation, warranty or
undertaking with respect to the information or opinions contained
in this document and none of them accept any responsibility or
liability (for negligence or otherwise) as to this document's
accuracy or completeness or as to the suitability of any particular
investment for any particular investor or for any loss howsoever
arising, directly or indirectly, from any use of such information
or opinions or otherwise arising in connection therewith. In
addition, no duty of care or otherwise is owed for any loss, cost
or damage suffered or incurred as a result of the reliance on such
information or opinions or otherwise arising in connection with
this document. In all cases, each recipient should conduct its own
investigations and analysis of the Company and Baker Steel and such
recipient will be solely responsible for forming its own views as
to the potential future performance of the Company.
Certain information contained in this document constitutes
"forward-looking statements," which can be identified by the use of
terms such as "may", "will", "should", "expect", "anticipate",
"project", "estimate", "intend", "continue," "target" or "believe"
(or the negatives thereof) or other variations thereon or
comparable terminology. Due to various risks and uncertainties,
actual events or results or actual performance of the Company may
differ materially from those reflected or contemplated in such
forward-looking statements. As a result, investors should not rely
on such forward-looking statements in making their investment
decisions. No representation or warranty is made as to the
achievement or reasonableness of and no reliance should be placed
on such forward-looking statements.
Defined terms used in this announcement shall (unless the
context otherwise requires) have the same meanings as are set out
in the circular and prospectus published by Baker Steel Resources
Trust Limited dated 26 January 2015.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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