Prospectus Update
Summary by AI BETAClose X
Golden Prospect Precious Metals Limited – Prospectus Update
29 October 2026
GOLDEN PROSPECT PRECIOUS METALS LIMITED
(the “Company”)
LEI: 549300SD5YLRIUMIG395
Prospectus Update
The Company published a prospectus on 27 October 2026 relating to the admission of the Company's ordinary shares (the "Ordinary Shares") to the closed-ended investment funds category of the FCA’s Official List and to trading on the London Stock Exchange’s Main Market (the "Admission").
The prospectus stated that the par value of the Ordinary Shares was 0.01 pence. However the Ordinary Shares are listed on The International Stock Exchange and traded on the ATT market of the London Stock Exchange currently with a par value of 0.1 pence. Therefore, the Ordinary Shares will be listed on the Official List and admitted to trading on the Main Market on 30 October 2026 with a par value of 0.1 pence. This inconsistency does not affect the number of Ordinary Shares in issue, nor the number of Ordinary Shares to be listed on the Official List on 30 October 2026.
As at 29 October 2026, the issued share capital and voting rights of the Company are as follows:
|
Class of share |
Total number of shares in issue |
Number of shares held in treasury (with no voting rights attached) |
Total number of shares in circulation with voting rights attached |
Number of voting rights attached to each share |
|
Ordinary shares |
107,834,428 |
26,426,655 |
81,407,773 |
1 |
The above total voting rights figure may be used by shareholders or other persons as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Update in relation to the 2026 Subscription Rights
Following the Admission, the previous €8 million threshold under the UK prospectus exemption (which would be £5 million for the 2026 Subscription Rights, following a change in regulation) no longer applies. Accordingly, the Ordinary Shares to be issued under the 2026 Subscription Rights will not be subject to scaling back should the total amount raised exceed this level.
Update to Investment Policy
In connection with the Admission, the Board has reviewed and updated the Company’s investment policy. The changes are intended to align the investment policy with the requirements of the FCA Listing Rules and to provide greater clarity regarding the parameters within which Baker Steel Capital Managers LLP, the Company’s investment manager, will implement the Company’s investment strategy.
The amendments do not change the Company’s overall investment objective or its principal focus on precious-metals mining and related companies. The Company will continue to seek to achieve its investment objective through a diversified portfolio comprising predominantly quoted equities, equity-related securities and other quoted instruments issued by companies involved in the exploration, development and production of precious metals.
The updated investment policy which was set out in full in the prospectus relating to the proposed Admission published by the Company on 27 October 2026 is as follows:
The Company invests predominantly in quoted equities and equity-related securities and other quoted instruments of companies involved in the exploration, development and production of precious metals including, but not limited to, shares, convertibles, fixed income securities, options and warrants.
The focus of the Company is on companies involved in the precious metals industries (namely gold, silver and platinum group metal industries), where at least 70 per cent. of the Company's gross assets (calculated at the time of investment) will be invested in companies where a material portion of value is expected to be derived from these precious metals. The Company may also invest in companies involved in industries where value is predominantly derived from the extraction of other metals and minerals but only up to 30 per cent. of the gross assets.
The Company may invest in unquoted securities, but such exposure cannot exceed 10 per cent. of gross assets at the time of investment, noting that unquoted securities will exclude instruments such as convertibles, derivatives (such as options and warrants), units, subscription rights, or similar instruments that can be exchangeable for, or convertible into, listed securities.
Investment in any single investee company, and therefore aggregate exposure (including through the use of derivative instruments), will be restricted to no more than 15 per cent. of the Company's gross assets (calculated at the time of investment) and the Company expects that the portfolio will typically comprise approximately 30 – 90 investments.
The Company may occasionally utilise derivative instruments such as options, futures and contracts for difference, if it is deemed that these will, at a particular time or for a particular period, enhance the performance or reduce risk of the Company in the pursuit of its objectives.
The Company may also use derivative instruments that have the effect of gearing the Investment Portfolio. In all cases the Company will use derivatives in a manner which spreads the risk in relation to such instruments and in accordance with the restrictions on gearing below.
In order to comply with the UK Listing Rules, the Company will not invest more than 10 per cent., in aggregate, of gross assets in other listed closed-ended investment funds, except that this restriction shall not apply to investments in listed closed-ended investment funds which themselves have stated investment policies to invest no more than 15 per cent. of their gross assets in other listed closed-ended investment funds.
For the avoidance of doubt, the Company will not be compelled to divest of any of its investments should, after the time of investment, such an investment cease to adhere to the limits set out in the investment policy.
The Company does not expect to take controlling interests in investee companies and will at all times invest and manage the portfolio in a manner consistent with spreading investment risk. The Board has delegated responsibility for actively monitoring the activities of investee companies to the Investment Manager.
The Investment Manager, in the absence of any explicit instruction from the Board, is empowered to use discretion in the exercise of the Company's voting rights in respect of investee companies.
Gearing policy
The Company may utilise structural or tactical gearing when the Board and the Investment Manager believe that doing so will enable the Company to enhance long-term returns for Shareholders. Any decision to use gearing will be made having regard to the cost of gearing, market conditions, the availability of suitable investment opportunities and the risks associated with leverage.
Under its Memorandum and Articles, the Company has the power to borrow money in any manner and there are no restrictions on borrowing contained in the Articles. However, a maximum limit for gearing of 25 per cent. of the Company's Net Asset Value (at the time of drawdown) has been set. Within this hard limit, the Board may vary the maximum permitted gearing at any one time, and at present it has set this level at no more than 20 per cent. of the Company's Net Asset Value measured at the time of drawdown.
The Company may be geared through bank borrowings and any such other methods as the Board may determine, including through the use of derivative instruments such as options, futures and contracts for difference.
Where the Company employs gearing through the use of derivative instruments, the Company will remain subject to the restriction noted above that no more than 15 per cent. of the Company's gross assets (calculated at the time of investment) will be exposed to any single investee company. The Company may delegate the implementation of the gearing policy to the Investment Manager.
Currency exposure
It is expected that the Company’s investments will predominantly be exposed to non-Sterling currencies in terms of their revenues and profits. The base currency of the Company is Sterling, which creates a potential currency exposure. The Company does not intend to employ currency hedging.
Changes to and compliance with the investment policy
Under the updated policy, any future material change to the Company’s investment policy will require the approval of the FCA and, following FCA approval, the approval of Shareholders by ordinary resolution at a general meeting, in each case in accordance with the applicable requirements of the UK Listing Rules.
In the event of a breach of the investment guidelines and/or the investment restrictions set out above, the Investment Manager shall inform the Board as soon as practicable upon becoming aware of that breach. If the Board considers the breach to be material, Shareholders will be notified through an announcement concurrently via a Regulatory Information Service.
For further information
Enquiries
|
Monica Tepes, Chair |
Via Company Secretary, GPPML@nsm.group |
|
Fund Manager Baker Steel Capital Managers LLP
Cosmo Sturge |
+44 (0)20 7389 0009 |
|
Company Secretary NSM Funds Limited |
+44 (0)1481 743 030 GPPML@nsm.group |
|
Sponsor |
+44 (0)20 3755 6000 |
About Golden Prospect Precious Metals (website here)
Golden Prospect Precious Metals Limited is a closed-ended investment company incorporated with limited liability in Guernsey on 16 October 2006.
The investment objective of the Company is to deliver attractive returns to Shareholders, both in the form of capital growth and attractive regular dividends, with any dividends to be funded in whole or in part by income and/or capital reserves.
The Company seeks to achieve its objective by investing in a portfolio of listed small and mid-cap companies involved in the gold, silver and other precious metals mining sector, diversified across explorers, developers and producers.
The Company’s current dividend policy, announced on 10 July 2026, is to target an annual dividend of c. 6% to be paid quarterly at a rate of 1.5% of the NAV per ordinary share at the end of the preceding quarter.
About Baker Steel Capital Managers LLP (website here)
Baker Steel Capital Managers LLP (“Baker Steel”) was appointed Investment Manager to Golden Prospect Precious Metals on 19 October 2026.
Baker Steel is an independently owned specialist investment manager founded in 2001, focused on the natural resources and mining sectors, particularly gold and precious metals equities.
Mark Burridge and Trevor Steel lead the Company’s portfolio management. They are both geologists by training, with multi-cycle investment experience in the mining sector. They are supported by a team of analysts with backgrounds ranging from geology and engineering to economics and social sciences.
The firm employs a value-driven, actively managed investment approach combining bottom-up stock selection, technical sector expertise and rigorous risk management.
Baker Steel manages assets on behalf of professional investors, wealth managers and financial institutions from offices in London and Perth, Western Australia.
The firm is authorised and regulated by the UK Financial Conduct Authority.
END OF ANNOUNCEMENT
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