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Baker Steel Resources is an Investment Trust

To seek capital growth over the long-term through a focused, global portfolio consisting of the equities, or related instruments, of natural resources companies by investing in unlisted and listed companies.

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Half Yearly Report

21 Aug 2015 11:13

RNS Number : 7516W
Baker Steel Resources Trust Ltd
21 August 2015
 



 

 

BAKER STEEL RESOURCES TRUST LIMITED

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

 

 

21 August 2015

BAKER STEEL RESOURCES TRUST LTD

(the "Company")

Half-Yearly Report and Unaudited Condensed Interim Financial Statements

For the period from 1 January 2015 to 30 June 2015

The Company has today, in accordance with DTR 6.3.5, released its Half-Yearly Report and Unaudited Condensed Interim Financial Statements for the period ended 30 June 2015. The Report is available via www.bakersteelresourcestrust.com and will shortly be submitted to the National Storage Mechanism and will also shortly be available for inspection at www.hemscott.com/nsm.do

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

 

Enquiries:

 

Baker Steel Resources Trust Limited +44 20 7389 8237

Francis JohnstoneTrevor Steel

 

Numis Securities Limited +44 20 7260 1000

David Benda (corporate)

James Glass (sales)

 

HSBC Securities Services (Guernsey) Limited + 44 (0)1481 707 000

Company Secretary

 

DIRECTORS REPORT

For the period 1 January 2015 to 30 June 2015

 

To Shareholders of Baker Steel Resources Trust Limited (the "Company")

 

The Board is pleased to present the Company's Interim Management Report for the six months to 30 June 2015.

 

This Interim Management Report 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 Interim Management Report relates to the period for the six months to 30 June 2015 and contains information that covers this period and the period up to the date of publication of this Interim Report. Please note that more up to date information, including the monthly report for the period ended 31 July 2015, 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. The Company will invest predominantly in unlisted companies (i.e. those companies that have not yet made an initial public offering ("IPO")) but 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.

 

Financial Performance

 

The unaudited net asset value per Ordinary Share as at 30 June 2015 was 43.1 pence per share, down 4.0% over the six months. During this period the Euromoney Global Mining 100 Index was down 10.9% in Sterling terms.

 

For the purpose of calculating the Net Asset Value ("NAV") per share, all investments are carried at fair value as at 30 June 2015. The fair value of unquoted investments is determined by the Directors with assistance from the Investment Manager and independent consultants, and quoted investments are carried at last traded price as at 30 June 2015 (last business day of the month).

 

Net assets at 30 June 2015 comprised the following:

 

£m

% net assets

Unquoted Investments

35.8

72.0

Quoted Investments

12.3

24.7

Net Cash Equivalents and Accruals

1.6

 

3.3

 

49.7

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. Following the exercise of Subscription Shares at the end of September 2010, March 2011, March 2012, June 2012 and September 2012, a total of 119,444 Ordinary Shares were issued. The final exercise date for the Subscription Shares was 2 April 2013. No Subscription Shares were exercised at this time and all residual Subscription Shares were subsequently cancelled.

 

Following in specie transactions on 28 June 2014 and 1 July 2014, a total of 5,561,243 Ordinary Shares were issued.

 

· 2,259,357 Ordinary Shares were issued to acquire US$2.5 million nominal amount of convertible loans in ZAO Argentum, the wholly owned subsidiary of Polar Silver Resources Limited and 500 shares in Polar Silver Resources Limited for a total consideration of £1.32 million,

· 3,301,886 Ordinary Shares were issued to acquire 5,000,000 Ordinary Shares of Global Oil Shale for a consideration of £1.75 million.

 Following in specie transactions on 25 February 2015 and 5 March 2015 and the Open Offer referred to below, a total of 40,196,071 Ordinary Shares were issued and as a result, the Company had a total of 115,268,335 Ordinary and 10,000 Management Shares in issue as at 30 June 2015.

 

Of the 40,196,071 Ordinary Shares issued in 2015, 38,819,601 were issued to acquire two portfolios of investments with a total value of £16 million and 1,376,470 to acquire 1,462,500 Ordinary Shares of Global Oil Shale for a consideration of £585,000. In addition the Company issued a total of 3,368,488 new Ordinary Shares in respect of cash subscriptions under an Open Offer to all shareholders for a consideration of £1,219,393.

 

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. The Company has net current assets at 30 June 2015 of £1,647,937, and it also holds listed securities that can be realised to meet liabilities as they become due; as at 30 June 2015, approximately 24.8% of the Company's assets were represented by cash and unrestricted listed and quoted investments. 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.

 

Related Party Transactions

 

Transactions with related parties are based on terms equivalent to those that prevail in an arm's length transaction and are disclosed in Note 9.

 

Principal risks & uncertainties

 

The principal risks facing the Company relate to the Company's investment activities. These risks are mainly market risk (comprising market price risk, currency risk and interest rate risk), commodity price risk, liquidity risk and credit risk, in addition to mining development risk, licencing risk and emerging market risk. An explanation of these risks is contained in the Company's prospectus dated 26 January 2015 and in the Company's Annual Report and Audited Financial Statements for the year ended 31 December 2014, both available on the Company's website www.bakersteelresourcestrust.com.

 

A further risk facing the Company is regulatory risk, for example that the loss of the Company's investment status or a breach of the Rules of the UK Listing Authority, the London Stock Exchange or the Guernsey Financial Services Commission, could have adverse financial consequences and cause reputational damage.

 

The principal risks and uncertainties that the Company is exposed to, generally and through mining and mineral development related markets, have not changed significantly since the publication of the Company's Annual Report and Audited Financial Statements for the period ended 31 December 2014 and are not anticipated to change for the remainder of 2015.

 

Directors

 

The Directors of the Company who served during the period were:

 

Howard Myles (Chairman)

Edward Flood

Charles Hansard

Clive Newall

Christopher Sherwell

 

Attendance at the Board and Audit Committee meetings during the period was as follows;

 

Board Meetings

 

Audit Committee

Meetings

Ad hoc Meetings

He Held

Attended

Held

Attended

Held

Attended

Howard Myles

2

2

2

2

3

3

Christopher Sherwell

2

2

2

2

3

2

Charles Hansard

2

2

N/A

N/A

3

1

Clive Newall

2

2

2

2

3

2

Edward Flood

2

0

N/A

N/A

3

2

 

In addition to formal meetings, all Directors contribute to a significant exchange of views between the Directors and the

Investment Manager on specific matters, in particular in relation to developments in the portfolio.

 

The Directors are remunerated for their services at such rate as the Directors determine provided that the aggregate amount of

such fees may not exceed £200,000 per annum (or such sum as the Company in general meeting shall from time to time determine).

 

For the period ended 30 June 2015 the total remuneration of the Directors was £70,000 (30 June 2014: £70,000), with £35,712 payable at 30 June 2015 (31 December 2014: £35,712).

 

The Directors' interests in the share capital of the Company were:

 

Number of

Ordinary Shares

Number of

Ordinary Shares

30 June 2015

31 December 2014

Edward Flood

65,000

65,000

Christopher Sherwell

96,821

25,000

Clive Newall

25,000

25,000

 

At 31 December 2014, Mr Sherwell also had an indirect interest in the shares of the Company through an investment in another Fund which is also managed by the Investment Manager. During February 2015, this investment was compulsorily redeemed and Mr. Sherwell was issued with 71,821 Ordinary Shares in the Company in exchange.

 

Signed for and on behalf of the Directors

 

 

Howard Myles

Chairman

19 August 2015

 INVESTMENT MANAGER'S REPORT

Investment Update

 

Top 10 Holdings - 30 June 2015

% of NAV

Polar Silver Resources Limited / Argentum

18.9%

 

Global Oil Shale Group Limited

16.7%

 

Black Pearl Limited Partnership

13.6%

 

Bilboes Gold Limited

9.3%

 

Metals Exploration plc

8.8%

 

Ivanhoe Mines Limited

7.2%

 

China Polymetallic Mining Company Limited

6.2%

 

Gobi Coal & Energy Limited

5.4%

 

Archipelago Metals Limited

4.3%

 

Ironstone Resources Limited

2.9%

 

Other Investments

3.4%

 

Net Cash and Equivalents

3.3%

 

Top 10 Holdings - 31 December 2014

% of NAV

Black Pearl Limited Partnership

20.1%

 

Polar Silver Resources Limited/ Argentum

17.2%

 

Bilboes Gold Limited

14.5%

 

Ivanhoe Mines Limited

10.1%

 

Gobi Coal & Energy Limited*

8.5%

 

Metals Exploration plc

8.1%

 

Global Oil Shale Group Limited

6.6%

 

China Polymetallic Mining Company Limited

5.0%

 

Ironstone Resources Limited

4.7%

 

Ferrous Resources Limited

3.0%

 

Other Investments

2.8%

 

Net Cash and Equivalents

(0.6%)

 

Review

 

At the end of June 2015, Baker Steel Resources Trust Limited continued to be fully invested with 3.3% of NAV in net cash and equivalents. During the first six months of the year, the unaudited net asset value per share declined 4.0% to 43.1p in a weak market for mining shares, whilst the Euromoney Mining 100 Index fell 10.9% in Sterling terms during the period. The fall in NAV can largely be attributed to a 11.8% fall in the share price of Ivanhoe Mines Limited ("Ivanhoe") on the Toronto Stock Exchange and a mark down in the price of Global Oil Shale Group Limited (GOS) to reflect a €2.5 million fund raising at €0.50. At 30 June 2015, this equated to 35.5 pence per share compared with GOS's previous fund raising at 40 pence per share.

 

The fall in the share price of Ivanhoe is particularly notable: during the first half of 2015, it successfully raised C$105 million from a new Chinese strategic investor, Zijin Mining Group ("Zijin") at a price of C$1.36 per share, being a 51% premium to the share price at 30 June 2015. Following this, Ivanhoe agreed with Zijin to sell a 49.5% stake in the Kamoa copper project in the Democratic Republic of Congo ("DRC") for US$412 million with Zijin also undertaking to source the project finance for the mine. Even after these very positive developments, Ivanhoe's market capitalisation at 30 June 2015 was below its underlying cash and receivables. This suggests that zero value was being attributed to Ivanhoe's three Tier 1 mining projects despite Kamoa now having a clear path towards production as well as good progress having been made on its other projects: the Platreef platinum/nickel development in South Africa and the Kipushi Zinc mine in the DRC.

 

During the first six months of the year, the Company increased its total assets by over 50% through the acquisition of two portfolios of largely similar assets totalling some £16 million in exchange for shares, coincident with an Open Offer to shareholders. It had also been intended to acquire further co-owned assets from third parties and other funds managed by the Investment Manager in the following months to 31 July 2015, but regrettably this has not been achievable, largely due to stock specific reasons such as Black Pearl where the borrower now intends to repay the convertible loan rather than allow its conversion into shares, removing the opportunity. Any additional acquisitions from funds managed by the Investment Manager have been precluded due to concert party limitations.

 

The Company made two realisations during the half year, selling its entire holding in Ferrous Resources Limited for US$2.06 million, following a tender offer from Icahn Enterprises Holdings L.P., and a convertible loan to Aquila Resources Limited was repaid for which the Company received C$580,000.

 

The majority of the Company's remaining investments continue to make progress; worthy of note, Metals Exploration Plc, which although delayed by a few months, has now commenced commissioning of its 100,000 ounce per annum Runruno gold project in the Philippines. First gold pour is scheduled for the third quarter of 2015. Importantly, the project remains within budget and is expected to have sufficient funds to achieve positive cashflow by the end of 2015.

 

Following the Indonesian government's 2014 legislation to ban the export of mineral concentrate from the country, Black Pearl was obliged to bring forward a plan to further process its product. In June 2015, after months of negotiation and due diligence, Black Pearl signed a framework agreement with Anshan Iron & Steel Group Corporation ("Anshan"), a major Chinese steel producer, for a significant investment into the Black Pearl project and the development of a large scale steel plant in Indonesia. The finalisation of agreements with Anshan, government and local organisations, incorporating the refinancing of the enlarged project, will necessarily take time and consequently repayment of the Company's convertible loan to Black Pearl is now scheduled for the fourth quarter of 2015.

 

Following the publication of the Company's Net Asset Value as at 31 July 2015, the Board intends to implement a Discount Management Policy, as previously outlined in the Company's prospectus dated 26 January 2015. Under this Policy, the Company will calculate the aggregate net cash proceeds of any realisation which has taken place in the 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% of such realisation proceeds (less the aggregate value of any Ordinary Shares already bought back during the preceding six month period) to buy back its own Ordinary Shares. In accordance with this Policy, subject to working capital requirements, at least 50% of the proceeds from the realisation of the Ferrous and Aquila investments have been earmarked for the buy-back programme which commenced at the beginning of August 2015. To date a total of £40,000 has been utilised.

 

At 30 June 2015

Price / Index Level

% Change in Six Months

% Change from Inception

Net Asset Value (pence/share)

43.1

-4.0%

-56.0%*

Ordinary Share Price (pence/share)

27.0

-12.6%

-73.0%**

MSCI World Index

269.32

+0.6%

+48.7%

Euromoney Global Mining 100 Index (£)

397.2

-10.9%

-53.3%

Chinese Import Iron Ore Fines 62% Fe spot

59.35

-16.7%

-66.4%

Copper (US$/t)

5754.75

-9.6%

-22.8%

Gold (US$/oz)

1172.42

-1.0%

+0.4%

Source: Bloomberg closing 27/4/10, **Issue price 28/4/10, * NAV 30/4/10

 

Outlook

 

In the Shareholder Circular dated 26 January 2015, the Investment Manager stated that it believed that the commodities cycle is close to its trough and that market conditions represented an attractive time to be investing in mining and resources assets, many of which were priced well below their risk adjusted fair values. Events since then have not altered that view with increasing signs of Mergers and Acquisitions activity, albeit at low prices (as evidenced by the recent Ferrous transaction).

 

There has also been an increase in availability of finance for mining projects, particularly in the precious metals sector where a total of US$6.3 billion has been raised in the first half of 2015, compared to US$4.6 billion for the whole of 2014. However, it remains to be seen whether the recent severe correction in Chinese stock markets will impact the willingness and ability of Chinese companies to invest in resource projects outside the country. The Company will continue to position itself for a recovery in the mining sector and in the remainder of the year it will also focus on narrowing the discount between the NAV and the share price through its buy-back programme.

 

Baker Steel Capital Managers LLP

August 2015

 DIRECTOR'S RESPONSIBILITY STATEMENT

The Directors' Report and the Investment Manager's Report comprise the Half-Yearly Management Report.

 

To the best of the knowledge of the Directors:

 

This Half-Yearly Management Report and Unaudited Condensed Interim Financial Statements give a true and fair view of the assets, liabilities, financial position and profit 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 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred in the period from 1 January 2015 to 30 June 2015 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 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the period from 1 January 2015 to 30 June 2015 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

 

 

 

19 August 2015

 

UNAUDITED PORTFOLIO STATEMENT

Shares

Investments

Fair value

% of Net

/Warrants/

£ equivalent

assets

Nominal

Listed equity shares

Australian Dollars

14,000,000

Red 5 Limited

657,813

1.32

24,613,742

South American Ferro Metals Limited

-

-

Australian Dollars Total

657,813

1.32

Canadian Dollars

 4,165,167

Aquila Resources Inc

329,004

0.66

 557,867

BacTech Environmental Corporation

8,529

0.02

 692,000

Buffalo Coal Corporation

14,106

0.03

 4,206,709

Ivanhoe Mines Limited

1,929,398

3.88

 3,744,525

Ivanhoe Mines Limited (restricted)*

1,614,373

3.25

 3,531,000

MagIndustries Corporation

233,926

0.47

Canadian Dollars Total

4,129,336

8.31

Great Britain Pounds

74,461,302

Metals Exploration Plc

4,374,601

8.81

Great Britain Pounds Total

4,374,601

8.81

United States Dollars

6,576,192

China Polymetallic Mining Company Limited

3,081,747

6.20

United States Dollars Total

3,081,747

6.20

Listed warrants

Canadian Dollars

1,160,000

Ivanhoe Mines Limited Warrants 10/12/2015

8,867

0.02

Canadian Dollars Total

8,867

0.02

Total investment in listed equity shares and warrants

12,252,364

24.66

Convertible debt instruments

Canadian Dollars

250,500

Ironstone Resources Limited Convertible Note

 127,657

 0.26

Canadian Dollars Total

 127,657

 0.26

United States Dollars

 13,435,000

Argentum Convertible Note

8,543,177

17.20

 440,000

Bilboes Holdings Convertible Loan Note

279,791

0.56

 7,000,000

Black Pearl Limited Partnership

6,743,017

13.57

 1,370,000

Polar Silver Convertible Notes

871,169

1.75

*Classified as Level 2 (Refer Note 3)

Shares

Investments

Fair value

% of Net

/Warrants/

£ equivalent

assets

Nominal

Convertible debt instruments (continued)

United States Dollars Total

16,437,154

33.08

Total investments in Convertible debt instruments

16,564,811

33.34

Unlisted equity shares and warrants

Australian Dollars

 33,444

Auzex Exploration Limited

1,637

-

1,637

-

Canadian Dollars

 4,000,000

Aquila Resources Inc Warrants 11/10/2016

2

-

 6,491,474

Ironstone Resources Limited

1,290,163

2.60

 143,143

Ironstone Resources Limited Warrants 31/12/2015

137

-

 38,400

Ironstone Resources Limited Warrants 01/09/2016

-

-

 3,036,605

Ironstone Resources Limited Warrants 31/12/2016

182

-

 500,000

Salmon River Resources Limited

-

-

Canadian Dollars Total

1,290,484

2.60

Great Britain Pounds

 1,594,646

Celadon Mining Limited

143,518

0.29

 23,337,001

Global Oil Shale Group Limited

8,284,635

16.68

Great Britain Pounds Total

8,428,153

16.97

Norwegian Krone

1,572,689

Nussir ASA

126,906

0.26

Norwegian Krone Total

126,906

0.26

United States Dollars

 14,843,567

Archipelago Metals Limited

2,123,746

4.27

 1,000,000

Archipelago Metals Limited Warrants 31/12/2016

18,802

0.04

 451,445

Bilboes Gold Limited

4,357,710

8.77

 27,500

Brazil Tungsten Holdings

87,435

0.18

 4,244,550

Gobi Coal and Energy Limited

2,699,065

5.43

 1,000,000

Midway Resources International

79,486

0.16

 2,961

Polar Silver Resources Limited

1,883

-

United States Dollars Total

9,368,127

18.85

Total unlisted equity shares and warrants

19,215,307

38.68

Financial assets held at fair value through profit or loss

48,032,482

96.68

Other Assets & Liabilities

1,647,937

3.32

Total Equity

49,680,419

100.00

UNAUDITED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

 

 

Unaudited

30 June

2015

Audited

31 December

2014

Notes

£

£

Assets

Cash and cash equivalents

1,729,319

94,217

Due from broker

1,854

-

Other receivables

82,872

93,294

Financial assets held at fair value through profit or loss

3

48,032,482

32,347,828

Total assets

49,846,527

32,535,339

Equity and Liabilities

Liabilities

Administration fees payable

47,329

27,563

Management fees payable

7

45,104

34,335

Directors' fees payable

35,712

35,712

Audit fees payable

7,271

35,308

Legal fees payable

-

167,806

Other payables

30,692

68,059

Total liabilities

166,108

368,783

Equity

Management Ordinary Shares

8

10,000

10,000

Ordinary Shares

8

81,276,926

66,945,285

Profit and loss account

(31,606,507)

(34,788,729)

Total equity

49,680,419

32,166,556

Total equity and liabilities

49,846,527

32,535,339

 

Net asset value per Share (in Pence) - Basic and diluted

5

43.1

44.9

 

These unaudited condensed financial statements on page 12 to 16 were approved by the Board of Directors on 19 August 2015 and signed on its behalf by:

Howard Myles

Christopher Sherwell

UNAUDITED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM 1 JANUARY 2015 TO 30 JUNE 2015

 

 

 

 

Unaudited

period ended

30 June

2015

Unaudited

period ended

30 June

2015

Unaudited

period ended

30 June

2015

Revenue

Capital

Total

Notes

£

£

£

Income

Interest income

35,547

-

35,547

Other income

25,783

-

25,783

Net gain on financial assets and liabilities at fair value through profit or loss

-

4,205,771

4,205,771

Net foreign exchange loss

-

(21,395)

(21,395)

Net income

61,330

4,184,376

4,245,706

Expenses

Management fees

7

258,814

-

258,814

Legal fees

188,980

-

188,980

Directors' fees

70,000

-

70,000

Administration fees

41,447

-

41,447

Audit fees

22,291

-

22,291

Custody fees

27,745

-

27,745

Directors' expenses

2,583

-

2,583

Other expenses

451,624

-

451,624

Total expenses

1,063,484

-

1,063,484

Total comprehensive income for the period

(1,002,154)

4,184,376

3,182,222

Net gain for the year per Ordinary Share:

Basic and diluted (in pence)

5

(0.9)

3.9

3.0

 

 

In the period ended 30 June 2015 there were no gains or losses other than those recognised above.

The Directors consider all results to derive from continuing activities.

 

The format of the Income Statement follows the recommendations of the 2014 AIC Statement of Recommended Practice.

 

 

Unaudited

period ended

30 June

2014

Unaudited

period ended

30 June

2014

Unaudited

period ended

30 June

2014

Notes

Revenue

Capital

Total

£

£

£

Income

Interest income

3,002

-

3,002

Net loss on financial assets and liabilities at fair value through profit or loss

-

(5,236,965)

(5,236,965)

Net foreign exchange loss

-

(990)

(990)

Net income/(loss)

3,002

(5,237,955)

(5,234,953)

Expenses

Management fees

7

249,593

-

249,593

Directors' fees

70,000

-

70,000

Administration fees

41,668

-

41,668

Audit fees

26,813

-

26,813

Custody fees

15,945

-

15,945

Directors' expenses

4,398

-

4,398

Other expenses

27,018

-

27,018

Total expenses

435,435

-

435,435

Total comprehensive loss for the period

(432,433)

(5,237,955)

(5,670,388)

Net loss for the year per Ordinary Share:

Basic and diluted (in pence)

5

(0.6)

(7.9)

(8.5)

 

 

In the period ended 30 June 2014 there were no gains or losses other than those recognised above.

The Directors consider all results to derive from continuing activities.

 

The format of the Income Statement follows the recommendations of the 2014 AIC Statement of Recommended Practice.

 

 

 UNAUDITED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD FROM 1 JANUARY 2015 TO 30 JUNE 2015

 

Management

Ordinary

Shares

 

Ordinary

Shares

 

Profit and loss account

Period ended

30 June 2015

£

£

£

£

Balance as at 1 January 2015

10,000

66,945,285

(34,788,729)

32,166,556

Issue of Ordinary Shares for cash

-

1,219,393

-

1,219,393

Issue of Ordinary Shares in specie

-

13,112,248

-

13,112,248

Net gain for the period

-

-

3,182,222

3,182,222

Balance as at 30 June 2015

10,000

81,276,926

(31,606,507)

49,680,419

Note

8

8

 

UNAUDITED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD FROM 1 JANUARY 2014 TO 30 JUNE 2014

 

 

Management

Ordinary

Shares

 

Ordinary

Shares

 

Profit and loss account

Period ended

30 June 2014

£

£

£

£

Balance as at 1 January 2014

10,000

64,767,056

(23,786,351)

40,990,705

Issue of Ordinary Shares in specie

-

923,512

-

923,512

Net loss for the period

-

-

(5,670,388)

(5,670,388)

Balance as at 30 June 2014

10,000

65,690,568

(29,456,739)

36,243,829

 

 

UNAUDITED CONDENSED INTERIM STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM 1 JANUARY 2015 TO 30 JUNE 2015  

Unaudited

Period ended

30 June

2015

Unaudited

Period ended

30 June

2014

£

£

Cash flows from operating activities

Net gain/(loss) for the period

3,182,222

(5,670,388)

Adjustments to reconcile gain(/loss) for the period to net cash used in operating activities:

Interest income

(35,547)

(3,002)

Net (gain)/loss on financial assets at fair value through profit or loss

(4,205,771)

5,236,965

Net increase in other receivables

(1,686)

(3,423)

Net decrease in other payables

(202,675)

 (2,384)

(1,263,457)

(442,232)

Interest received

45,801

6,479

Net cash used in operating activities

(1,217,656)

(435,753)

Cash flows from investing activities

Purchase of financial assets at fair value through profit or loss

(619,391)

(632,523)

Sale of financial assets at fair value through profit or loss

2,252,756

 611,941

Net cash provided by/(used in) investing activities

1,633,365

 (20,582)

Cash flows from financing activities

Issue of Ordinary Shares

1,219,393

-

Net cash provided by financing activities

1,219,393

-

Net increase/(decrease) in cash and cash equivalents

1,635,102

(456,335)

Cash and cash equivalents at the beginning of the period

94,217

477,495

Cash and cash equivalents at the end of the period

1,729,319

21,160

Supplemental disclosure of non-cash flow information

Purchase of financial assets at fair value through profit or loss

(13,112,248)

(923,512)

Issue of Ordinary Shares in specie

13,112,248

923,512

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 Registered 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's Ordinary and Subscription Shares were admitted to the Premium Listing Segment of the Official List on 28 April 2010. Effective 1 June 2012 the Subscription Shares were assigned to the Standard Segment of the Official List.

 

The Company's portfolio 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 which have not yet made an Initial Public Offering ("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.

 

From 22 July 2014, Baker Steel Capital Managers LLP (the "Investment Manager") is authorised to act as an Alternative Investment Fund Manager ("AIFM") of Alternative Investment Funds ("AIFs"). On 14 November 2014, the Investment Manager signed an amended Investment Management Agreement with the Company, to take into account AIFM regulations. AIFMD focuses on regulating the AIFM rather than the AIFs themselves, so the impact on the Company is limited.

 

The Half-Yearly financial report has not been audited or reviewed by the auditors pursuant to the Auditing Practices Board guidance on review of Interim Financial Information.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

The accounting policies adopted in the preparation of these unaudited condensed interim financial statements have been consistently applied during the period, unless otherwise stated.

 

Statement of compliance

The unaudited condensed interim financial statements of the Company for the period 1 January 2015 to 30 June 2015 have been prepared in accordance with IAS 34, "Interim Financial Reporting" as adopted in the EU, together with applicable legal and regulatory requirements of The Companies (Guernsey) Law, 2008 and the Listing Rules of the London Stock Exchange's Main Market. The unaudited condensed interim financial statements do not include all the information and disclosure required in the annual financial statements and should be read in conjunction with the annual report and audited financial statements at 31 December 2014.

 

Basis of preparation

The unaudited condensed interim financial statements have been prepared under the historical cost or amortised cost basis, modified by the revaluation of certain financial instruments designated at Fair value through Profit or Loss upon initial recognition. The accounting policies adopted in the preparation of these unaudited condensed interim financial statements have been consistent with the accounting policies stated in Note 2 of the annual financial statements for the year ended 31 December 2014. The preparation of unaudited condensed interim financial statements in conformity with IAS 34, "Interim Financial Reporting" as adopted in the EU, requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited condensed interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

The Company's functional currency is the Great Britain pound Sterling ("£"), being the currency in which its Ordinary Shares and Subscription Shares are issued and in which returns are made to shareholders. The presentation currency is the same as the functional currency. The Company invests in companies around the world whose shares are denominated in various currencies. Currently the majority of the portfolio is denominated in US Dollars but this will not necessarily remain the case as the portfolio develops

.

Significant accounting judgements and estimates

The following are the key assumptions and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year:

 

Fair value of investments at fair value through profit or loss ("FVTPL")

Investments are classified as FVTPL, and valued accordingly, as disclosed in Note 2 of the annual financial statements for the year ended 31 December 2014. The key source of estimation uncertainty is on the valuation of unquoted investments.

 

In reaching its valuation of the unquoted equities and equity-related securities investments the key judgments the Board have to make are those relating to the considerations of liquidity and model inputs related to items such as credit risk, correlation and volatility and the discount factors used in the valuation models.

 

Assessment as an investment entity

The Company meets the criteria under IFRS 10 to be considered as an investment entity.

 

3. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

30 June 2015

Listed equity

shares

Unlisted equity shares

Convertible debt instruments

Warrants

Total

£

£

£

£

£

Financial assets at fair value through profit or loss

Cost

22,649,687

22,822,021

14,162,454

28,918

59,663,080

Unrealised (loss)/gain

(10,406,190)

(3,625,837)

2,402,357

(928)

(11,630,598)

Market value at 30 June 2015

12,243,497

19,196,184

16,564,811

27,990

48,032,482

 

31 December 2014

Listed equity

shares

Unlisted equity shares

Convertible debt instruments

Warrants

Total

£

£

£

£

£

Financial assets at fair value through profit or loss

Cost

21,113,026

29,647,588

9,847,648

-

60,608,262

Unrealised loss/(gain)

(13,417,194)

(17,519,268)

2,650,151

25,877

(28,260,434)

Market value at 31 December 2014

7,695,832

12,128,320

12,497,799

25,877

32,347,828

 

The following table analyses investments by type and by level within the fair valuation hierarchy at 30 June 2015.

 

Quoted prices in active markets

Quoted market based observables

Unobservable

inputs

Level 1

Level 2

Level 3

Total

£

£

£

£

Financial assets at fair value through profit or loss

Listed equity shares

7,547,377

4,696,120

-

12,243,497

Unlisted equity shares

-

-

19,196,184

19,196,184

Warrants

8,867

-

19,123

27,990

Convertible debt instruments

-

-

16,564,811

16,564,811

7,556,244

4,696,120

35,780,118

48,032,482

 

 

 

The following table analyses investments by type and by level within the fair valuation hierarchy at 31 December 2014.

 

Quoted prices in active markets

Quoted market based observables

Unobservable

inputs

Level 1

Level 2

Level 3

Total

 £

 £

 £

 £

Financial assets at fair value through profit or loss

Listed equity shares

3,785,431

3,910,401

-

7,695,832

Unlisted equity shares

-

-

12,128,320

12,128,320

Warrants

25,597

-

280

25,877

Convertible debt instruments

-

-

12,497,799

12,497,799

3,811,028

3,910,401

24,626,399

32,347,828

 

The table below shows a reconciliation of beginning to ending fair value balances for Level 3 investments and the amount of total gains or losses for the year included in earnings attributable to the change in unrealised gains or losses relating to assets and liabilities held at 30 June 2015 and at 31 December 2014.

 

Unlisted

Convertible debt

Equities

instruments

Warrants

Total

£

£

£

£

Opening balance 1 January 2015

12,128,320

12,497,799

280

24,626,399

Purchases of investments

9,339,186

4,198,656

21,826

13,559,668

Sale of investments

(1,307,957)

(273,051)

-

(1,581,008)

Change in net unrealised gains/(losses)

10,913,281

150,418

(2,983)

11,060,716

Realised losses

(11,876,646)

(9,011)

-

(11,885,657)

Closing balance 30 June 2015

19,196,184

16,564,811

19,123

35,780,118

 

Listed and

Unlisted

Convertible debt

Equities

instruments

Warrants

Total

£

£

£

£

Opening balance 1 January 2014

 17,398,607

9,255,943

 41,377

 26,695,927

Purchases of investments

 1,454,717

1,314,124

-

2,768,841

Change in net unrealised (losses)/gains

(6,725,004)

1,927,732

(41,097)

 (4,838,369)

Closing balance 31 December 2014

12,128,320

12,497,799

280

24,626,399

 

In determining an investment's position within the fair value hierarchy, the Directors take into consideration the following factors:

 

Investments whose values are based on quoted market prices in active markets are classified within Level 1. These include listed equities with observable market prices. 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 held such investments at 30 June 2015 amounting to £4,696,120 (31 December 2014: £3,910,401).

 

Investments classified within Level 3 have significant unobservable inputs. They include unlisted convertible debt instruments, 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 if representative in volume and nature, completed or pending third-party transactions in the underlying investment of 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.

 

Valuation methodology of Level 3 investments

 

Where an unquoted investment has been acquired during the past six months it will be carried at cost unless there are changes or events which suggest cost is not equivalent to fair value.

 

For each core unlisted investment, the Company maintains a weighted average basket of listed companies which are comparable to the investment in terms of commodity, stage of development and location ("IndexVal"). IndexVal is used as an indication of how an investment's share price might have moved had it been listed. Movements in commodity prices are deemed to have been taken into account by the movement of IndexVal.

 

The Investment Manager also prepares discounted cash flow models for the Company's core investments annually and also for significant new information and decision making purposes when required. From these, Development Risk Adjusted Values ("DRAVs") are derived. The computations are based on consensus forecasts for long term commodity prices and investee company management estimates of operating and capital costs. The Investment Manager takes account of market, country and development risks in its discount factors. The DRAVs are not a primary determinant of Fair Value but are instead a tool that the Investment Manager uses to evaluate potential investments as well as to provide underlying valuation references for the Fair Value already established.

 

The valuation technique for Level 3 investments can be divided into four groups:

 

 i. Transactions

 

Where there have been transactions within the past 6 months either through a capital raising by the investee company or known secondary market transactions, representative in volume and nature and conducted on an arm's length basis, this is taken as the primary driver for valuing Level 3 investments.

 

 ii. IndexVal

 

Where there have been no known transactions for 6 months, at the Company's half year and year end, movements in IndexVal will generally be taken into account in assessing Fair Value where there has been at least a 10% movement in IndexVal over at least a six month period. The IndexVal results are used as an indication of trend and are viewed in the context of investee company progress.

iii. Warrants

 

Warrants are valued using a simplified Black & Scholes model taking into account time to expiry, exercise price and volatility. Where there is no established market for the underlying shares an assumed volatility of 40% is used.

 

iv. Convertible loans

 

Convertible loans are valued at par, taking into account credit risk, except when there is a clear path towards conditions for conversion such as an IPO, when the equity value of the investment on conversion is also taken into account when determining Fair Value.

Quantitative information of significant unobservable inputs - Level 3

 

Description

30 June 2015

£

Valuation technique

Unobservable input

Range (weighted average)

 Unlisted Equity

19,196,184

Transactions & IndexVal

Private transactions.

Change in IndexVal

n/a

Convertible Debt Instruments

Argentum Convertible & Polar Silver Loan Notes

9,414,346

Valued at par with reference to credit risk and value on conversion

Credit Risk

n/a

Black Pearl Limited Partnership

6,743,017

Valued at par plus interest accrued with reference to credit risk and value on conversion

Credit Risk

n/a

Other Convertible Debentures/Loans

407,448

Valued at par

Credit Risk

n/a

Warrants

19,123

Simplified Black & Scholes Model

Volatilities

 

40%

Description

31 December 2014

£

Valuation technique

Unobservable input

Range

(weighted average)

 Unlisted Equity

 12,128,320

Transactions & IndexVal

Private transactions.

Change in IndexVal

n/a

Convertible Debt Instruments

Argentum Convertible & Polar Silver Loan Notes

5,524,543

Valued at par with reference to credit risk and value on conversion

Credit Risk

n/a

Black Pearl Limited Partnership

6,469,037

Valued at par plus interest accrued with reference to credit risk and value on conversion

Credit Risk

n/a

Other Convertible Debentures/Loans

504,219

Valued at par

Credit Risk

n/a

Warrants

280

Simplified Black & Scholes Model

Volatilities

 

40%

Information on third party transactions in unlisted equities is derived from the Investment Manager's market contacts. The change in IndexVal for each particular unlisted equity is derived from the weighted average movements of the individual baskets for that equity so it is not possible to quantify the range of such inputs. A sensitivity of 70% has been used in the analysis below as this was the greatest amount that IndexVal moved for any single investment during any six month period.

 

Sensitivity analysis to significant changes in unobservable inputs within Level 3 investments

 

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at 30 June 2015 are as shown below:

Description

Input

Sensitivity used*

Effect on Fair Value (£)

Unlisted Equity

Change in IndexVal

+/-70%

+/-13,437,329

Convertible Debt Instruments

Argentum Convertible & Polar Silver Loan Notes

Credit Risk

+20%

-1,882,869

Black Pearl Limited Partnership

Credit Risk

+20%

-1,348,603

Other Convertible Debentures/Loans

Credit Risk

+20%

-81,490

Warrants

Volatility of 40%

+/-20%

+18,042/-11,466

 

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at 31 December 2014 are as shown below:

 

Description

Input

Sensitivity used*

Effect on Fair Value (£)

Unlisted Equity

Change in IndexVal

+/-70%

+/-8,489,824

Convertible Debt Instruments

Argentum Convertible & Polar Silver Loan Notes

Credit Risk

+20%

-1,104,909

Black Pearl Limited Partnership

Credit Risk

+20%

-1,293,807

Other Convertible Debentures/Loans

Credit Risk

+20%

-100,844

Warrants

Volatility of 40%

+/-20%

+1,862/-280

\* The sensitivity analysis refers to a percentage amount added or deducted from the input and the effect this has on the fair value

 

4. OTHER FINANCIAL INSTRUMENTS

 

The Company has not disclosed the fair values for financial instruments such as cash and cash equivalents and short term receivables and payables, because their carrying amounts are a reasonable approximation of fair values.

 

Cash and cash equivalents include cash in hand, deposits held with banks and other short-term investments in an active market.

 

Other receivables include the contractual amounts for settlement of trades and other obligations due to the Company. Investment management fees payable, directors' fees payable, audit fees payable, administration fees payable and other payables represent the contractual amounts and obligations due by the Company for settlement for trades and expenses.

 

5. NET ASSET VALUE PER SHARE AND LOSS PER SHARE

 

Net asset value per share is based on the net assets of £49,680,419 (31 December 2014: £32,166,556) and 115,278,335 (31 December 2014: 71,713,776) Ordinary Shares, being the number of shares in issue at 30 June 2015. The calculation for basic and diluted net asset value per share is as below:

 

30 June 2015

31 December 2014

Ordinary Shares

 

Ordinary Shares

 

Net assets at the year end (£)

49,680,419

32,166,556

Number of shares

115,278,335

71,713,776

Net Asset Value per share (in pence) basic and diluted

43.1

44.9

Weighted average number of shares

107,788,169

69,121,434

 

The basic and diluted loss per share for the period ended 30 June 2015 is based on the net gain for the period of the Company of £3,182,222 and on 107,788,169 Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the period.

 

The basic and diluted loss per share for the period ended 30 June 2014 is based on the net loss for the period of the Company of £6,211,203 and on 66,529,093 Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the period.

 

6. 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 exemption fee of £1,200 (2014: £600) has been paid.

 

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 management fee which is equal to 1/12th of 1.75 per cent of the total market capitalisation of the Company 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 Performance Period is each 12 month period ending on 31 December in each year (the "Performance Period"). 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. The performance fee is subject to adjustments for any issue and/or repurchase of Ordinary Shares.

 

The amount of the performance fee is 15 per cent of the total increase in the Net Asset Value, if the Hurdle has been met, 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. In addition, the performance fee will only become payable if there has been sufficient net realised gains.

 

There were no performance fees for the current or prior period.

 

If the Company wishes to terminate the Management Agreement without cause it is required to give the Manager 12 months prior notice or pay to the Manager an amount equal to: (a) the aggregate investment management fee which would otherwise have been payable during the 12 months following the date of such notice (such amount to be calculated for the whole of such period by reference to the Market Capitalisation prevailing on the Valuation Day on or immediately prior to the date of such notice); and (b) any performance fee accrued at the end of any Performance Period which ended on or prior to termination and which remains unpaid at the date of termination which shall be payable as soon as, and to the extent that, sufficient cash or other liquid assets are available to the Company (as determined in good faith by the Directors), provided that such accrued performance fee shall be paid prior to the Company making any new investment or settling any other liabilities; and (c) where termination does not occur at 31 December in any year, any performance fee accrued at the date of termination shall be payable as soon as and to the extent that sufficient cash or other liquid assets are available to the Company (as determined in good faith by the Directors), provided that such accrued performance fee shall be paid prior to the Company making any new investment or settling any other liabilities.

 

The management fee for the period ended 30 June 2015 was £258,814 (30 June 2014: £249,593) out of which £45,104 (31 December 2014: £34,335) was outstanding at the year end.

 

8 SHARE CAPITAL

 

The share capital of the Company on incorporation was represented by an unlimited number of Ordinary Shares of no par value. The Company may issue an unlimited number of shares of a nominal or par value and/or of no par value or a combination of both.

 

The Company has a total of 115,268,335 (2014: 71,703,776) Ordinary Shares in issue. In addition, the Company has 10,000 (2014: 10,000) Management Ordinary Shares in issue, which are held by the Investment Manager.

 

On 28 June 2014, the Company entered into an agreement to acquire US$2.5 million nominal amount of convertible loans in ZAO Argentum, the wholly owned subsidiary of Polar Silver Resources Limited, and 500 shares in Polar Silver Resources Limited for a consideration of £1.32 million. The consideration was settled through the issue of 2,259,357 Ordinary Shares of the Company at the unaudited net asset value of 58.5 pence per share on 31 May 2014. Under IFRS the consideration of this transaction has to be valued at listed price of 40.875 pence per share as at 28 June 2014. Therefore the consideration for this transaction is £0.92 million which is recognised in the financial statements. The interim financial statements for the period ended 30 June 2014 reflected a consideration amount of £1.32 million. These interim financial statements have restated the transaction (in the comparatives) in accordance with IFRS. The restatement has no impact on the value of the Company as at 30 June 2014. The Audited Financial Statements for the year-ended 31 December 2014 reflect the transaction in accordance with IFRS and are therefore not affected by this restatement.

 

On 28 August 2014, the Company agreed to subscribe for 1,462,500 Ordinary Shares of Global Oil Shale for a consideration of £585,000. This consideration was settled through the issue of 1,376,470 Ordinary Shares of the Company at the unaudited net asset value of 42.5 pence per share on 27 February 2015. Under IFRS the consideration of this transaction has to be valued based on listed price of 32.5 pence per share as at 2 March 2015. Therefore the consideration for this transaction is £0.45 million which is recognised in the financial statements.

 

On 26 January 2015, the Company agreed to acquire two portfolios of Investments with a total value of £16 million. This consideration was settled through the issue of 30,468,522 new Ordinary Shares of the Company based on the unaudited net asset value of 42.6 pence per share on 18 February 2015 and 8,351,079 new Ordinary Shares of the Company based on a 15% discount to this unaudited net asset value. Under IFRS the consideration for this transaction has to be valued based on listed price of 32.6 pence per Ordinary Shares of the Company as at 23 February 2015. Therefore the consideration for this transaction is £12.66 million which is recognised in the financial statements.

 

In addition the Company issued a total of 3,368,488 new Ordinary Shares in respect of cash subscriptions under the Open Offer to all shareholders for a consideration of £1,219,393.

 

The Ordinary Shares are currently admitted to the Premium Listing segment of the Official List.

 

The above transactions had no impact on the profit or loss for the current financial period.

 

The details of issued share capital of the Company are as follows:

 

30 June 2015

31 December 2014

Amount

No. of shares**

Amount

No. of shares**

£

£

Issued and fully paid share capital

Ordinary Shares of no par value*

81,286,926

115,278,335

 66,955,285

71,713,776

(including Management Ordinary Shares)

 

The issue of Ordinary Shares during the period ended 30 June 2015 took place as follows:

 

Ordinary Shares

Subscription Shares

Amount

No. of shares**

Amount

No. of shares

£

£

Balance at 1 January 2015

 66,955,285

71,713,776

-

-

Issue of Ordinary Shares

14,331,641

43,564,559

-

-

Balance at 30 June 2015

81,286,926

115,278,335

-

-

 

The issue of Ordinary Shares during the year ended 31 December 2014 took place as follows:

 

Ordinary Shares

Subscription Shares

Amount

No. of shares**

Amount

No. of shares

£

£

Balance at 1 January 2014

64,777,056

66,152,533

-

-

Issue of Ordinary Shares

2,178,229

5,561,243

-

-

Balance at 31 December 2014

66,955,285

71,713,776

-

-

* On 9 March 2010, 1 Management Ordinary Share was issued and on 26 March 2010, 9,999 Management Ordinary Shares were issued.

** Includes 10,000 Management Ordinary Shares

 

9 RELATED PARTY TRANSACTIONS

The Directors' interests in the share capital of the Company were:

Number of

Ordinary Shares

Number of

Ordinary Shares

30June 2015

31 December 2014

Edward Flood

65,000

65,000

Christopher Sherwell

96,821

25,000

Clive Newall

25,000

25,000

 

Mr Sherwell also had an indirect interest in the shares of the Company through an investment in another Fund which is also managed by the Manager. During February 2015, this investment was compulsorily redeemed and Mr. Sherwell was issued with 71,821 Ordinary Shares in the Company in exchange.

 

The Manager, Baker Steel Capital Managers (Cayman) Limited, had an interest in 504,832 Ordinary Shares at 30 June 2015 (31 December 2014: 504,832).

 

The Investment Manager, Baker Steel Capital Managers LLP, had an indirect interest in 3,474,201 Ordinary Shares in the Company through Ironman Investment Company Limited at 30 June 2015 (2014: 150,000). Ironman Investment Company Limited is a company set up by the Investment Manager for co-investment purposes.

 

The Investment Manager, Baker Steel Capital Managers LLP, had an interest in 10,000 Management Ordinary Shares at 30 June 2015 (31 December 2014:10,000).

 

Genus Dynamic Gold Fund ("GDG") had an interest in 6,788,698 Ordinary Shares in the Company at 30 June 2015 (31 December 2014: 3,000,000). These shares are held in a custodian account with HSBC Global Custody. GDG shares a common Manager and Investment Manager with the Company.

 

Baker Steel Global Funds SICAV - Precious Metals Fund ("Precious Metals Fund") had an interest in 7,669,609 Ordinary Shares in the Company at 30 June 2015 (31 December 2014: NIL). These shares are held in a custodian account with Citibank N.A. London. Precious Metals Fund shares a common Investment Manager with the Company.

 

Certain Shareholders including the Manager and funds managed by the Investment Manager are deemed to be acting in concert under the Takeover Code (the Deemed Concert Party). At 30 June 2015, the Deemed Concert Party held 46,709,602 Ordinary Shares representing 40.52 per cent of the Ordinary Share capital. In accordance with the resolution passed by shareholders and with the requirements of the Takeover Panel, the shareholders in the Deemed Concert Party will ensure that whenever the company makes a repurchase, they will sell sufficient Ordinary Shares to avoid increasing this percentage.

 

10 SUBSEQUENT EVENTS

 

On 14 August 2015, following the release of the 31 July 2015 NAV, the Company repurchased 200,000 Ordinary Shares at an average price of 20 pence per share. The Ordinary Shares repurchased are held in Treasury.

 

11 APPROVAL OF HALF-YEARLY REPORT AND UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS

 

The Half-Yearly Report and Unaudited Condensed Interim Financial Statements to 30 June 2015 were approved by the Board of Directors on 19 August 2015.

 

MANAGEMENT AND ADMINISTRATION

 

DIRECTORS:

Howard Myles (Chairman)

Edward Flood

Charles Hansard

Clive Newall

Christopher Sherwell

(all of whom are non-executive and independent)

REGISTERED OFFICE:

Arnold House

St. Julian's Avenue

St. Peter Port

Guernsey

Channel Islands

 

MANAGER:

Baker Steel Capital Managers (Cayman) Limited

PO Box 309

George Town

Grand Cayman KY1-1104

 

Cayman Islands

INVESTMENT MANAGER:

Baker Steel Capital Managers LLP

86 Jermyn Street

London SW1Y 6JD

England

United Kingdom

STOCKBROKERS:

Numis Securities Limited

10 Paternoster Square

London EC4M 7LT

United Kingdom

SOLICITORS TO THE COMPANY:

Norton Rose Fulbright LLP

(as to English law)

3 More London Riverside

London SE1 2AQ

United Kingdom

ADVOCATES TO THE COMPANY:

Ogier Legal

(as to Guernsey law)

Redwood House

St. Julian's Avenue

St. Peter Port

 

Guernsey GY1 1WA

 

Channel Islands

 

ADMINISTRATOR & COMPANY SECRETARY:

HSBC Securities Services (Guernsey) Limited

 

Arnold House

 

St. Julian's Avenue

 

St. Peter Port

 

Guernsey GY1 3NF

 

Channel Islands

 

 

SUB-ADMINISTRATOR TO THE COMPANY:

HSBC Securities Services (Ireland) Limited

1 Grand Canal Square

Grand Canal Harbour

Dublin 2

 

Ireland

CUSTODIAN TO THE COMPANY:

HSBC Institutional Trust Services (Ireland) Limited

1 Grand Canal Square

Grand Canal Harbour

Dublin 2

Ireland

SAFEKEEPING AND MONITORING AGENT

HSBC Institutional Trust Services (Ireland) Limited

1 Grand Canal Square

Grand Canal Harbour

Dublin 2

Ireland

AUDITOR:

Ernst & Young LLP

Royal Chambers

St. Julian's Avenue

St. Peter Port

Guernsey GY1 4AF

Channel Islands

REGISTRAR:

Capita Registrars (Guernsey) Limited

Longue Hougue House

St. Sampson

Guernsey GY2 4JN

Channel Islands

UK PAYING AGENT AND TRANSFER AGENT:

Capita Asset Services

The Registry

34 Beckenham Road

Beckenham

Kent BR3 4TU

United Kingdom

RECEIVING AGENT

Capita Asset Services

Corporate Actions

The Registry

34 Beckenham Road

Beckenham

Kent BR3 4TU

United Kingdom

PRINCIPAL BANKER:

HSBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IR GMGZRGMFGKZM
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