Legal Notice – Baker Steel Resources Trust

Legal Notice

The information contained on the website of Baker Steel Resources Trust Limited (“BSRT”) is not intended to and does not constitute an offer, solicitation, inducement, invitation or commitment to purchase, subscribe to, provide or sell any securities, service or product or to provide any recommendations on which visitors to this website should rely for financial, securities, investment or other advice or to take any decision based on such information. Visitors to this website are responsible for observing all applicable laws and regulations in their relevant jurisdictions before proceeding to access the information contained herein. By proceeding to access this website, visitors are deemed to be representing and warranting that the applicable laws and regulations of their relevant jurisdictions allow them to do so. Visitors to this website are encouraged to seek individual advice from their legal, financial, personal and other advisors before making any investment or financial decision or purchasing any financial, securities or investment-related service or product.

Privacy Notice

Accuracy of Information and Limitation of Liability

None of BSRT, Baker Steel Capital Managers LLP, Numis Securities Limited or any of their respective directors, officers, employees, agents or advisers or any other person makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained on this website. In particular, but without prejudice to the generality of the foregoing, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on, any assumptions, targets, forecasts, projections, estimates or prospects with regard to the anticipated future performance of BSRT. This website does not in any way purport to give investment advice. Past performance is no guarantee as to future performance.

No responsibility or liability is accepted by any such person for any errors, misstatements or omissions in the information contained on this website. The exclusions set out in this paragraph do not extend to any exclusion of liability for, or remedy in respect of, fraudulent misrepresentation.

Nature of BSRT

As a registered collective investment scheme, shares in BSRT are not permitted to be directly offered to the public in Guernsey but may be offered to regulated entities in Guernsey or offered to the public by entities appropriately licensed under the Protection of Investors (Bailiwick of Guernsey) Law 1987 as amended.

BSRT is not an Authorised Person under the UK Financial Services and Markets Act 2000 and accordingly is not registered with the FCA. BSRT will therefore only be suitable for professional or experienced investors, or those who have taken financial advice. Regulatory requirements which may be deemed necessary for the protection of retail or inexperienced investors do not apply to listed funds. By investing in BSRT you will be deemed to be acknowledging that you are a professional or experienced investor or have taken appropriate professional advice and accept the reduced requirements accordingly. You are wholly responsible for ensuring that all aspects of BSRT are acceptable to you. Investment in listed funds may involve special risks that could lead to a loss of all or a substantial portion of such investment. Unless you fully understand and accept the nature of this fund and the potential risks in this fund, you should not invest in BSRT.

The Board of BSRT notes the changes to the FCA rules relating to the restrictions on the retail distribution of unregulated collective investment schemes and close substitutes which came into effect on 1 January 2014. The Company conducts its affairs so that the shares issued by the Company can be promoted by authorised persons to ordinary retail investors in accordance with the FCA’s rules in relation to non-mainstream investment products and intends to continue to do so for the foreseeable future. Following the receipt of legal advice, the Board confirms that it conducts the Company’s affairs, and intends to continue to conduct the Company’s affairs, such that the Company would qualify for approval as an investment trust if it were resident and listed in the United Kingdom.

Forward-Looking Statements

This document contains forward-looking statements with respect to financial markets, the sectors in which BSRT invests and the business of BSRT. These statements and forecasts involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. Nothing in this website should be construed as a profit or dividend forecast.

Selling Restrictions

Access to the information contained on this website may be restricted by laws and regulations applicable to the user. The information on this website does not constitute either an offer to sell or a solicitation or an offer to purchase in any jurisdiction in which this type of offer or solicitation is unlawful, or in which a person making such an offer or solicitation does not hold the necessary authorisation to do so, or at all. Accordingly, persons accessing the information on this website are responsible for ascertaining the legal requirements which would affect their acquisition or sale of any securities or investment.

United States

Shares of BSRT have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) for offer or sale and BSRT has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). No offer to sell shares in the United States or elsewhere is made by this website nor by any information contained on this website, nor is an offer to purchase shares solicited. All sales and resales of securities in the United States or to U.S. persons must be made pursuant to an exemption from the registration requirements of the Securities Act and, other than secondary market transactions not involving BSRT, its agents, affiliates or intermediaries, must be made solely to persons that are qualified purchasers (“QPs”), as defined in Section 2(a)(51) of the Investment Company Act. In addition, BSRT requires that all U.S. persons who purchase its securities be QPs regardless of how they acquire the securities. Accordingly, each purchaser will be deemed to represent that: (i) the purchaser is a QP and is acting for its own account or the account of another QP or the purchaser is not a U.S. person and is purchasing the securities outside the United States; (ii) the purchaser understands that BSRT may receive a list of all participants holding positions in its securities from one or more book-entry depositaries; and (iii) the purchaser will provide notice of the transfer restrictions to any subsequent transferees.

Access and Variation

BSRT reserves the right to disable or restrict any user’s access if in its opinion such user has failed to comply with any of the terms of this legal notice. BSRT also reserves the right to vary the terms of this legal notice from time to time by amending this page, and users should check it from time to time to note any changes made.

Delivery of Information

Shareholders will be able to obtain copies of BSRT’s annual audited financial statements, semi-annual financial statements, quarterly interim management statements and other announcements on this website. In addition, BSRT will publish on this website such additional information as is required by applicable requirements of the United Kingdom’s Financial Conduct Authority pursuant to European Union Directives 2003/71/EC, 2004/109/EC, 2003/6/EC (respectively, the “Prospectus Directive,” the “Transparency Directive” and the “Market Abuse Directive”) and any relevant implementing measure in respect of each directive in each relevant member state, and such other additional information to the extent required by applicable law.