TIDMBSRT
RNS Number : 3210K
Baker Steel Resources Trust Ltd
15 April 2015
BAKER STEEL RESOURCES TRuST Limited
(the "Company")
(incorporated in Guernsey with registered number: 51576 )
NOTICE OF 2015 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2015 Annual General Meeting of
the Company will be held at Arnold House, St Julian's Avenue, St
Peter Port, Guernsey, GY1 3NF on Friday 12(th) June 2015 at 10.00
am for the purpose of considering and, if thought fit, passing the
following resolutions:
Ordinary Resolutions
1. That the financial statements of the Company for the period
ended 31 December 2014 and the reports of the Directors and the
auditors thereon be received and adopted.
2. That the reappointment of Ernst & Young LLP (the
"Auditors") of Royal Chambers, St Julian's Avenue, St Peter Port,
Guernsey, GY1 4AF as auditors of the Company for the year ended 31
December 2015, be approved and ratified.
3. That Howard Myles, being eligible and offering himself for
re-election, be re-elected as a Director of the Company.
4. That Edward Flood, being eligible and offering himself for
re-election, be re-elected as a Director of the Company.
5. That Charles Hansard, being eligible and offering himself for
re-election, be re-elected as a Director of the Company.
6. That Clive Newall, being eligible and offering himself for
re-election, be re-elected as a Director of the Company.
7. That Christopher Sherwell, being eligible and offering
himself for re-election, be re-elected as a Director of the
Company.
8. That the Directors be and are hereby authorised to fix the
remuneration of the Auditors for the year ended 31 December
2015.
9. That the maximum remuneration of the Directors for the year
ended 31 December 2015 be fixed at an aggregate amount of
GBP200,000.
Special Resolutions
10. That, without prejudice to Article 3(b) of the Articles of
Incorporation of the Company (the "Articles"), the Company
generally be and is hereby authorised for the purposes of section
315 of The Companies (Guernsey) Law, 2008, as amended (the "Law")
to make market acquisitions of its Ordinary Shares (as defined in
the Articles) for all and any purposes, provided that:
(i) the maximum number of Ordinary Shares hereby authorised to
be purchased shall be 14.99% of the Ordinary Shares in issue at the
date of the passing of this resolution;
(ii) the minimum price (exclusive of expenses) which may be paid
for an Ordinary Share in issue shall be GBP 0.01;
(iii) the maximum price (exclusive of expenses) which may be
paid for an Ordinary Share in issue shall not be more than the
higher of (i) 5% above the average mid-market values of the
Ordinary Shares as derived from the Official List of the London
Stock Exchange plc for the five business days immediately preceding
the date of the purchase; and (ii) the higher of the last
independent trade and the highest current independent bid for the
Ordinary Shares on the trading venue where the purchase is carried
out;
(iv) the authority hereby conferred shall expire at the
conclusion of the next Annual General Meeting of the Company or, if
earlier, on the expiry of 14 months from the passing of this
resolution, unless such authority is renewed, varied or revoked
prior to such time save that the Company may, prior to such expiry,
enter into a contract to purchase any Ordinary Share in issue from
time to time under such authority which will or may be executed
wholly or partly after the expiration of such authority and may
make a purchase of such Ordinary Shares pursuant to any such
contract;
(v) the purchase price may be paid by the Company to the fullest extent permitted by the Law; and
(vi) any Ordinary Shares bought back by the Company may be held
in treasury in accordance with the Law or be subsequently cancelled
by the Company.
11. That the Directors be and are hereby authorised to allot and
issue (or sell from treasury) up to 11,526,833 Ordinary Shares for
cash as if Article 5(b)(1) to 5(b)(8) of the Company's articles of
incorporation did not apply to such allotment, issue or sale,
provided that this authority shall expire on 11th September 2016
or, if earlier, the conclusion of the Company's next annual general
meeting unless such authority is renewed, varied or revoked by the
Company in general meeting prior to or on such date save that the
Company may at any time before such expiry make an offer or
agreement which might require Ordinary Shares to be allotted,
issued or sold from treasury after such expiry and the Directors
may allot, issue or sell from treasury Ordinary Shares after such
expiry in pursuance of any such offer or agreement as if the
authority conferred hereby had not has expired.
This resolution is in addition to the existing authorities
granted to the Directors at the extraordinary general meeting of
the Company held on 23rd February 2015.
Dated 14(th) April 2015
By order of the Board
HSBC Securities Services (Guernsey) Limited
Company Secretary
Notes
1. As a member of the Company, you are entitled to appoint a
proxy to exercise all or any of your rights to attend, speak and
vote at the meeting and any adjournment thereof and you should have
received a proxy form with this notice of meeting. You can only
appoint a proxy using the procedures set out in these notes and the
notes to the form of proxy.
2. A form of proxy is attached which, if required, should be
completed in accordance with these instructions and the
instructions thereon.
3. A proxy does not need to be a member of the Company but must
attend the meeting to represent you. Details of how to appoint the
Chairman of the meeting or another person as your proxy using the
form of proxy are set out in the notes to the form of proxy. If you
wish your proxy to speak on your behalf at the meeting you will
need to appoint your own choice of proxy (not the Chairman) and
give your instructions directly to them.
If you do not intend to attend the meeting please complete and
return the form of proxy as soon as possible.
4. You may appoint more than one proxy provided each proxy is
appointed to exercise the rights attached to different shares or a
different class of shares. You may not appoint more than one proxy
to exercise rights attached to any one share. To appoint more than
one proxy you may photocopy the form of proxy.
Please indicate the proxy holder's name and the number and class
of shares in relation to which they are authorised to act as your
proxy (which, in aggregate, should not exceed the number of shares
of the relevant class held by you). Please indicate if the proxy
instruction is one of multiple instructions being given. All forms
of proxy must be signed and should be returned together in the same
envelope.
5. The notes to the form of proxy explain how to direct your
proxy to vote on each resolution or abstain from voting.
To appoint a proxy using the form of proxy, the form of proxy
must be:
-- completed and signed;
-- sent or delivered to the Company's Registrars, FREEPOST
CAPITA PXS received by the Company's registrars no later than 10.00
am on 10(th) June 2015.
In the case of a member which is an individual the form of proxy
must be signed under the hand of the appointer or the appointer's
attorney duly authorised in writing or in the case of a member
which is a company, the form or proxy must be executed either under
its common seal or under the hand of an officer or attorney so
authorised.
Any power of attorney or any other authority under which the
form of proxy is signed or any instrument appointing a proxy (or a
notarially certified copy of such power or authority) must be
included with the form of proxy.
6. To change your proxy instructions simply submit a new form of
proxy using the methods set out above and in the notes to the form
of proxy. Note that the cut-off date and time for receipt of a form
of proxy (see above) also apply in relation to amended
instructions; any amended form of proxy received after the relevant
cut-off date and time will be disregarded.
Where you have appointed a proxy using the hard-copy form of
proxy and would like to change the instructions using another
hard-copy form of proxy, please contact Capita Asset Services on
0871 664 0300 (calls cost 10p per minute plus network extras) or if
calling from overseas +44 (0) 203 728 5000. Lines are open from
9.00 a.m. to 5.30 p.m., Monday to Friday.
If you submit more than one valid form of proxy, the form
received last before the latest time for the receipt of proxies
will take precedence.
7. In order to revoke a proxy instruction you will need to
inform the Company by sending a signed hard copy notice clearly
stating your intention to revoke your proxy appointment to FREEPOST
CAPITA PXS. In the case of a member which is an individual the
revocation notice must be under the hand of the appointer or of his
attorney duly authorised in writing or in the case of a member
which is a company, the revocation notice must be executed either
under its common seal or under the hand of an officer of the
company or an attorney duly authorised. Any power of attorney or
any other authority under which the revocation notice is signed (or
a notarially certified copy of such power or authority) must be
included with the revocation notice.
The revocation notice must be received by the Capita Asset
Services no later than 10.00 am on 10(th) June 2015. If you attempt
to revoke your proxy appointment but the revocation is received
after the time specified then, subject to the paragraph directly
below, your proxy appointment will remain valid.
Appointment of a proxy does not preclude you from attending the
meeting and voting in person. If you have appointed a proxy and
attend the meeting in person, your proxy appointment will
automatically be terminated.
8. Except as provided above, members who have general queries
about the meeting should contact Capita Asset Services on 0871 664
0300 (calls cost 10p per minute plus network extras) or if calling
from overseas +44 (0) 203 728 5000. Lines are open from 9.00 a.m.
to 5.30 p.m. Monday to Friday.
9. To appoint a proxy or to give or amend an instruction to a
previously appointed proxy via the CREST system, the CREST message
must be received by the Company's agent RA10 by 10:00 am on 10(th)
June 2015. For this purpose, the time of receipt will be taken to
be the time (as determined by the timestamp applied to the message
by the CREST Applications Host) from which the Company's agent is
able to retrieve the message. After this time any change of
instructions to a proxy appointed through CREST should be
communicated to the proxy by other means. CREST Personal Members or
other CREST sponsored members, and those CREST Members who have
appointed voting service provider(s) should contact their CREST
sponsor or voting service provider(s) for assistance with
appointing proxies via CREST. For further information on CREST
procedures, limitations and system timings please refer to the
CREST Manual. The Company may treat as invalid a proxy appointment
sent by CREST in the circumstances set out in Regulation 35(5) (a)
of the United Kingdom Uncertificated Securities Regulations 2001.
In any case your form of proxy must be received by the Company's
registrars no later than 10.00 am on 10(th) June 2015.
10. Entitlement to attend and vote at the meeting and the number
of votes which may be cast thereat will be
determined by reference to the Register of Members of the
Company at 6.00 p.m. on 10(th) June 2015.
Changes to entries on the Register of Members after that time
shall be disregarded in determining the rights
of any person to attend and vote at the meeting.
Upon completion please return the form of proxy to the following
address to arrive no later than 10.00 am on 10(th) June 2015:-
FREEPOST CAPITA PXS
You can return your proxy card in the Business Reply Envelope
enclosed, or alternatively use the FREEPOST address of FREEPOST
CAPITA PXS. Please note that the freepost address must be completed
in BLOCK CAPITALS and that delivery using this service can take up
to 5 business days. Alternatively the Form of Proxy can be posted
to the following address but a stamp will be required: Capita Asset
Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
Baker Steel Resources Trust Limited (the "Company")
(incorporated in Guernsey with registered number: 51576)
FORM OF PROXY
For use at the Annual General Meeting of the Company to be held
at 10.00 am on 12(th) June 2015
I/We
................................................................................................................
(in block capitals) of ................................................................................................................................... (address) being a member /members of the Company HEREBY APPOINT the Chairman of the Meeting or failing him ...........................................................................................................................................in respect of ....................................(insert number of shares) ordinary shares/management shares (delete as appropriate) of the Company as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 12(th) June 2015, and at any adjournment thereof and in respect of the Resolutions set out in the Notice of the Annual General Meeting to vote as indicated below.
If you wish to appoint multiple proxies please see note 7 below.
Please also tick here if you are appointing more than one
proxy:
I have indicated with a 'X' how I/we wish my/our votes to be
cast on the following resolutions:
ORDINARY RESOLUTIONS FOR AGAINST ABSTAIN
---- --------------------------------------------------- ---- -------- --------
1. To receive and adopt the financial statements
of the Company for the year ended 31 December
2014 and the reports of the Directors and
the Auditors thereon.
---- --------------------------------------------------- ---- -------- --------
2. To approve and ratify the re-appoint Ernst
& Young LLP (the "Auditors") of Royal Chambers,
St Julian's Avenue, St. Peter Port, Guernsey
GY1 4AF as Auditors of the Company for the
year ended 31 December 2015.
---- --------------------------------------------------- ---- -------- --------
3. To re-elect Howard Myles as a Director.
---- --------------------------------------------------- ---- -------- --------
4. To re-elect Edward Flood as a Director.
---- --------------------------------------------------- ---- -------- --------
5. To re-elect Charles Hansard as a Director.
---- --------------------------------------------------- ---- -------- --------
6. To re-elect Clive Newall as a Director.
---- --------------------------------------------------- ---- -------- --------
7. To re-elect Christopher Sherwell as a Director.
---- --------------------------------------------------- ---- -------- --------
8. To authorise the Directors to fix the remuneration
of the Auditors for the year ended 31 December
2015.
---- --------------------------------------------------- ---- -------- --------
9. To fix the maximum remuneration of the Directors
for the year ended 31 December 2015 at an
aggregate amount of GBP200,000.
---- --------------------------------------------------- ---- -------- --------
10. That, without prejudice to Article 3(b) of
the Articles of Incorporation of the Company
(the "Articles"), the Company generally be
and is hereby authorised for the purposes
of section 315 of The Companies (Guernsey)
Law, 2008, as amended (the "Law") to make
market acquisitions of its Ordinary Shares
(as defined in the Articles) for all and any
purposes, provided that:
(i) the maximum number of Ordinary Shares
hereby authorised to be purchased shall be
14.99% of the Ordinary Shares in issue at
the date of the passing of this resolution;
(ii) the minimum price (exclusive of expenses)
which may be paid for an Ordinary Share in
issue shall be GBP 0.01;
(iii) the maximum price (exclusive of expenses)
which may be paid for an Ordinary Share in
issue shall not be more than the higher of
(i) 5% above the average mid-market values
of the Ordinary Shares as derived from the
Official List of the London Stock Exchange
plc for the five business days immediately
preceding the date of the purchase; and (ii)
the higher of the last independent trade and
the highest current independent bid for the
Ordinary Shares on the trading venue where
the purchase is carried out;
(iv) the authority hereby conferred shall
expire at the conclusion of the next Annual
General Meeting of the Company or, if earlier,
on the expiry of 14 months from the passing
of this resolution, unless such authority
is renewed, varied or revoked prior to such
time save that the Company may, prior to such
expiry, enter into a contract to purchase
any Ordinary Share in issue from time to time
under such authority which will or may be
executed wholly or partly after the expiration
of such authority and may make a purchase
of such Ordinary Shares pursuant to any such
contract;
(v) the purchase price may be paid by the
Company to the fullest extent permitted by
the Law; and
(vi) any Ordinary Shares bought back by the
Company may be held in treasury in accordance
with the Law or be subsequently cancelled
by the Company.
---- --------------------------------------------------- ---- -------- --------
11. That the Directors be and are hereby authorised
to allot and issue (or sell from treasury)
up to 11,526,833 Ordinary Shares for cash
as if Article 5(b)(1) to 5(b)(8) of the Company's
articles of incorporation did not apply to
such allotment, issue or sale, provided that
this authority shall expire on 11th September
2016 or, if earlier, the conclusion of the
Company's next annual general meeting unless
such authority is renewed, varied or revoked
by the Company in general meeting prior to
or on such date save that the Company may
at any time before such expiry make an offer
or agreement which might require Ordinary
Shares to be allotted, issued or sold from
treasury after such expiry and the Directors
may allot, issue or sell from treasury Ordinary
Shares after such expiry in pursuance of any
such offer or agreement as if the authority
conferred hereby had not has expired.
This resolution is in addition to the existing
authorities granted to the Directors at the
extraordinary general meeting of the Company
held on 23rd February 2015.
---- --------------------------------------------------- ---- -------- --------
Signed .................................................. dated
this ........................day of ............................
2015
NOTES
1. In the case of joint holdings the signature of any holder is
sufficient but the vote of the senior holder who tenders a vote
(whether in person or by proxy) shall be accepted to the exclusion
of the other joint holders. For this purpose seniority shall be
determined by the order in which the joint holders appear in the
register of members in respect of the joint holding (the first
named being the most senior).
2. If you wish to appoint a proxy other than the Chairman you
should delete the words "the Chairman of the Meeting or failing
him", insert your own choice in the space provided and initial the
amendment. A proxy need not be a member of the Company but must
attend the meeting to represent you. If you sign and return this
form of proxy with no name inserted in the box, the Chairman of the
meeting will be deemed to be your proxy. Where you appoint as your
proxy someone other than the Chairman, you are responsible for
ensuring that they attend the meeting and are aware of your voting
intentions. If you wish your proxy to speak or make any comments on
your behalf, you will need to appoint someone other than the
Chairman and give them the relevant instructions directly.
3. Please indicate by marking "X" in the appropriate space how
you wish your votes to be cast. If you do not give your proxy an
indication of how to vote on any resolution, your proxy will vote
or abstain from voting at his or her discretion. Your proxy will
vote (or abstain from voting) as he or she thinks fit in relation
to any matter which is put before the meeting.
4. The instrument appointing a proxy shall be in writing under
the hand of the appointer or of his attorney duly authorised in
writing or if the appointer is a company either under its common
seal or under the hand of an officer or attorney duly
authorised.
5. As a member of the Company you are entitled to appoint a
proxy to exercise all or any of your rights to attend, speak and
vote at a general meeting of the Company. You can only appoint a
proxy using the procedures set out in these notes and the notes to
the Notice of Annual General Meeting.
6. Appointment of a proxy does not preclude you from attending
the meeting and voting in person. If you have appointed a proxy and
attend the meeting in person, your proxy appointment will
automatically be terminated.
7. A member of the Company may appoint more than one proxy in
relation to the Annual General Meeting provided that each proxy is
appointed to exercise the rights attached to a different share or
shares or class of shares held by him. You may not appoint more
than one proxy to exercise rights attached to any one share. To
appoint more than one proxy you may photocopy this form. Please
indicate the proxy holder's name and the number and class of shares
in relation to which they are authorised to act as your proxy
(which, in aggregate, should not exceed the total number of shares
of the relevant class held by you). Please also indicate if the
form of proxy is one of multiple instructions being given. All
forms must be signed and should be returned together in the same
envelope. A failure to specify the number of shares each proxy
appointment relates to or specifying a number in excess of those
held by you may result in the appointment being invalid.
8. To appoint a proxy using this form of proxy, the form must be:
-- completed and signed;
-- sent or delivered to the Company's Registrars, FREEPOST
CAPITA PXS received by the Company's registrars no later than 10.00
am on 10(th) June 2015.
9. In the case of a member which is a company, this form of
proxy must be executed under its common seal or under hand of an
officer of the company or an attorney duly authorised.
10. Any instrument appointing a proxy or power of attorney or
any other authority under which the form of proxy is signed (or a
notarially certified copy of such power or authority) must be
included with the form of proxy.
11. If you submit more than one valid proxy appointment in
respect of the same shares, the appointment received last before
the latest time for the receipt of proxies will take
precedence.
12. For details of how to change your proxy instructions or
revoke your proxy appointment see the notes to the Notice of Annual
General Meeting.
13. Shares held in uncertificated form (ie CREST) may be voted
through the CREST Proxy Voting Service in accordance with the
procedures set out in the CREST Manual.
14. Entitlement to attend and vote at the meeting and the number
of votes which may be cast thereat will be determined by reference
to the Register of Members of the Company at 6.00 p.m. on 10(th)
June 2015. Changes to entries on the Register of Members after that
time shall be disregarded in determining the rights of any person
to attend and vote at the meeting.
15. The 'Abstain' option is provided to enable you to abstain on
any particular resolution. However, it should be noted that an
'Abstain' is not a vote in law and will not be counted in the
calculation of the proportion of the votes 'For' and 'Against' a
resolution.
Upon completion please return this Form of Proxy to the
following address to arrive no later than 10.00 am on 10(th) June
2015:-
FREEPOST CAPITA PXS
You can return your proxy card in the Business Reply Envelope
enclosed, or alternatively use the FREEPOST address of FREEPOST
CAPITA PXS. Please note that the freepost address must be completed
in BLOCK CAPITALS and that delivery using this service can take up
to 5 business days. Alternatively the Form of Proxy can be posted
to the following address but a stamp will be required: Capita Asset
Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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