🕐10.03.10 - 08:14 Uhr

Intention to float Baker Steel Resources Trust and approximately Â&
;pound;70 million Placing and Offer for Subscription



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA
PRESS RELEASE
Intention to float Baker Steel Resources Trust and approximately £70 million Placing and Offer for Subscription
Focused on pre IPO and specialist listed resources investments Approximately £70 million Placing of new Ordinary Shares towards funding for new investments and adding to existing holdings in the initial portfolio (US$61 million - fully invested) Baker Steel target realisation range for initial portfolio is US$116 million to US$225 million Targeting 25-35% return per annum
10 March 2010 - LONDON: Baker Steel Capital Managers LLP ("Baker Steel"), the specialist natural resources investment managers, today announces its intention to float a new investment company, Baker Steel Resources Trust ("BSRT" or the "Company"), on the London Stock Exchange.
The Company is targeting approximately £100 million of assets, following a placing of approximately £70 million of new Ordinary Shares and a restructuring of Baker Steel‟s Genus Capital Fund ("GCF").
GCF was launched in July 2008 by Baker Steel together with partners AWR Lloyd Limited ("AWR Lloyd") and Rock Capital Partners Limited ("Rock Capital") and is fully invested with US$61 million of assets.
The issue of the new Ordinary Shares, with Subscription Shares attached at no extra cost, in BSRT will be made to investors in the United Kingdom and elsewhere (the "Global Offer") and to shareholders in GCF.

BSRT will apply for the shares to be admitted to the Official List of the UKLA and to trading on the London Stock Exchange"s main market for listed securities in mid April 2010.
Commenting on today"s announcement, Trevor Steel, BSRT lead manager, said: "This trust is the first of its kind in the UK market, offering investors exposure to pre-IPO mining stocks and specialist listed resources opportunities.

It is a stock-specific, bottom-up fund that provides a great opportunity for investors who want to access quality resources companies at an early stage."
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA
Baker Steel overview:
o FSA-regulated, established natural resources asset management specialists since 2002
o Principals were founding members of BlackRock mining team in 1992 with award winning performance
o Around US$850 million assets under management
o Fundamental value-oriented investment approach
o Baker Steel‟s Genus Dynamic Gold Fund (gold equities) +394% (26% Compound Annual Return) since inception (1/4/2003) versus FTSE Gold Index +160% (14% CAR) (to 28/2/10)
BSRT key information
o New London-listed investment company
o Placing and offer for subscription of approximately £70 million
o Targeting private and specialist listed opportunities investments in mining and resources companies
o US$61m of assets at BVCA valuation (31 Dec 2009)
- Fully invested in ten resources holdings
- Baker Steel estimates exit value of US$116 million to US$225 million
o Baker Steel will act as BSRT‟s fund manager with additional expertise and regional coverage from partners AWR Lloyd (Asia) and Rock Capital (South America, Africa)
o Partners have significant personal investment in the fund (US$3.4 million invested)
o RIT Capital Partners, RBC Capital Markets and management partners together hold over 60% of the shares
o Targeting 25% to 35% per annum long term return
o Re-structuring of GCF to provide roll over into BSRT or cash exit
- Irrevocable undertakings to be concluded for >70% roll over by existing GCF investors
o Management fee of 1.75% per annum (of market capitalisation) plus performance fee of 15% of gains subject to compound 8% hurdle rate, paid out only from realised gains
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA
BSRT key strengths
o Latent value in current portfolio
- Targeting 2-4x return on existing portfolio
o Long-term secular bull market in commodities
- Major infrastructure spend led by BRIC countries, commodities intensive
o Focused approach
- Targeting quality projects with fundamental value
o Attractive timing:
- 2008 collapse in listed valuations only partly recovered in 2009
- Significant valuation gap persists between pre-IPO and public equity valuations in the natural resource sector
- Recovery in listed sector provides exit opportunities
o Potential to rapidly deploy new funds:
- Existing portfolio follow-on investment potential ~ US$20 million
- Pre IPO opportunities (silver, gold, chrome, platinum group metals) ~ US$30 million
- Special listed opportunities ~ US$20 million
- Remaining cash for new opportunities
o Baker Steel:
- Leading resources fund manager with additional expertise and global reach from AWR Lloyd and Rock Capital
Strategy
o Leverage the expertise and global network of Baker Steel (fund manager), AWR Lloyd (advisory, strategy, decision process, valuation and Asia coverage) Rock Capital (resource venture capital, Africa and Latin America coverage) to identify, invest and manage highly prospective, attractively valued early stage (pre-IPO) mining companies and specialist listed opportunities
o Create value through investment in quality resources projects with high likelihood of progressing to production
o Seek to exploit value gap between pre-IPO and public equity valuations
- Invest in companies during pre-IPO phase from initial round to late-stage financing
- Value uplift via re-rating / listing
- Market driven: based on expectations of supply/demand imbalances (e.g.

steel industry resources, energy)
- Development curve: „ride‟ the development curve (price appreciation via reduction in market‟s perception of specific risks)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA
o Listed / Special Situations
- Proactively work with investee companies to unlock value
- Valuation based: exploit market mispricing, reserves, product price forecasts
o Exit
- Initial Public Offering
- Trade sale
- Event-driven or valuation based target price
Initial portfolio
Name Commodity (location of assets) Percentage of company owned % Genus Capital NAV Carrying Value (31-12-09) (US$M) Target realisation range (US$M)
Ferrous Resources
Iron Ore (Brazil)
0.8%
35.0%
$21m
$23-45m
IvanPlats
Copper (DRC) & PGMsNi (SA)
2.1%
25.2%
$15m
$44-88m
Gobi Coal
Coal (Mongolia)
5.3%
11.0%
$7m
$21-42m
Copperbelt Minerals
Copper/Cobalt (DRC)
2.8%
8.8%
$5m
$8-15m
First Coal
Coal (Canada)
4.2%
5.6%
$3m
$8-16m
SAFM
Iron Ore (Brazil)
7.3%
5.1%
$3m
$7-13m
Other holdings
4 holdings
-
3.4%
$2m
$2m
Cash
-
-
5.9%
$4m
$4m TOTAL 100% $61m $116 - 225m
Note: columns may not add due to rounding
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA
For further information contact:
Baker Steel Trevor Steel 020 7389 8237
Francis Johnstone
RBC Capital Markets Martin Eales 020 7029 7881
Peter Barrett-Lennard 020 7653 4253
Winterflood Investment Trusts Robert Peel 020 3100 0291 James Moseley 020 3100 0250
Pelham Bell Pottinger Damian Beeley 020 7337 1508
Polly Fergusson 020 7337 1519
Charles Vivian 020 7337 1538
This announcement is an advertisement and not a prospectus.

Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by Baker Steel Resources Trust Limited in due course in connection with the admission of its ordinary shares and subscription shares (the "Ordinary Shares" and "Subscription Shares") to the Official List of the UK Listing Authority (the "UK Listing Authority") and to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange").

Copies of the Prospectus will, following publication, be available from the registered office of Baker Steel Capital Managers LLP.
The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state of the United States.

Consequently, the Securities may not be offered, sold or otherwise transferred within the United States or to or for the account or benefit of U.S.

Persons (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.

No public offering of the Securities is being made in the United States.

The Company will not be registered under the U.S.

Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act.
This announcement is only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors").

For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each member state of the European Economic Area which has implemented the Prospectus Directive.

In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").

Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with such persons.

This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.




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