ST BARBARA LIMITED — Major Shareholding Notification 2013

Jul 1, 2013

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name / Scheme	ST BARBARA LTD
ACN/ARSN
1. Details of substantial holder (1)
Name	BAKER STEEL CAPITAL MANAGERS LLP (CLIENTS OF AND ASSOCIATED OR CONNECTED PARTIES)
ACN/ARSN (if applicable)
The holder became a substantial holder on	28-Jun-13

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	INumber of securities	--------------------------------------־---------------------------------------	Voting power (6)_______________________________________
Shares_______________________________________	RO 3	29.250,893	5.99%----------------------

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	lClass and number of securities
IGenus Dvnamic Gold Fund	l Beneficial Holder	4.220.000lordinarv /
ICF Ruffer Baker Steel Gold Fund	lBeneficial Holder	17.050.893lordinarv∋
IRIT Capital Partners PLC	İBeneficial Holder	1,213,000lordinarv /
IBaker Steel Gold Fund	IBeneficial Holder	1.936.000lordinarv i
IBaker Steel Alpha Gold	lBeneficial Holder	4.831.000lordinarv

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of	lPerson entitled to be	Class and number
	securities	registered as holder (8)	Iof securities
Genus Dynamic Gold Fund	HSBC Custody Nominees (Australia) Ltd	as previous column	ordinary /4.220.000
ICF Ruffer Baker Steel Gold Fund	National Nominees Ltd	[as previous column	jordinary /17,050.893
RIT Capital Partners PLC	lNational Nominees Ltd	las previous column	lordinarv /1,213,000
Baker Steel Gold Fund	BNP Paribas Securities Services Australia	as previous column	lordinarv /1,936.000
ÍBaker Steel Aloha Gold	HSBC Custody Nominees (Australia) Ltd	las previous column	4,831,000lordinarv /

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

--------------------------------------Holder of relevant interest	Date of acquisition	--------------------------------------Consideration (9)		,,,,,,,,,,,,,,,,,,,,,,,,, Class and number
		Cash	Non-cash	fof securities__________________
Irefer to schedule 1 attached

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Genus Dynamic Gold Fund	discretionary mandate of investment manager
ICF Ruffer Baker Steel Gold Fund	discretionary mandate of investment manager
RIT Capital Partners PLC	discretionary mandate of investment manager
Baker Steel Gold Fund	discretionary mandate of investment manager
Baker Steel Alpha Gold	discretionary mandate of investment manager

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
for all entities listed	c/o Baker Steel Capital Managers LLP
	86 Jermyn Street, London, SW1Y 6JD

Signature

print name	Tino Isnardi	capacity	Head of Trading
sign here	$-104$	date	$01$ -Jul-13

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

(2) See the definition of "associate" in section 9 of the Corporations Act 2001.

(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

(4) The voting shares of a company constitute one class unless divided into separate classes.

(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

(7) Include details of:

(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

(9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

SCHEDULE 1

Date ofChange	Person whose relevant interest changed	Nature of change (6)	Consideration given inrelation to change (7)	Class and number ofsecurities affected	Person's votes affected
	28-Jun-13 CF Ruffer Baker Steel Gold Fund	purchase	-AUD 290,124	odinary	656,000
	28-Jun-13 RIT Capital Partners PLC	purchase	-AUD 13,268	odinary	30,000
	12-Jun-13 Baker Steel Alpha Gold	purchase	-AUD 121,491	odinarv	180,000
	12-Jun-13 Baker Steel Gold Fund	purchase	-AUD 29,023	odinary	43,000
	12-Jun-13 Genus Dynamic Gold Fund	purchase	-AUD 74,244	odinary	110,000
	12-Jun-13 CF Ruffer Baker Steel Gold Fund	purchase	-AUD 546,175	odinarv	809,212
	12-Jun-13 RIT Capital Partners PLC	purchase	-AUD 12,149	odinary	18,000
	11-Jun-13 Baker Steel Alpha Gold	purchase	-AUD 102,525	odinarv	160,000
	11-Jun-13 Baker Steel Gold Fund	purchase	-AUD 89,709	odinary	140,000
	11-Jun-13 CF Ruffer Baker Steel Gold Fund	purchase	-AUD 830,886	odinary	1,296,681
	11-Jun-13 RIT Capital Partners PLC	purchase	-AUD 38,447	odinary	60,000
	31-May-13 Genus Dynamic Gold Fund	sale	AUD 136,408	odinary	$-204,000$
	29-May-13 Genus Dynamic Gold Fund	sale	AUD 116,467	odinarv	$-204,000$
	24-May-13 Genus Dynamic Gold Fund	sale	AUD 93,724	odinary	$-156,000$
	10-May-13 Baker Steel Gold Fund	purchase	-AUD 177,472	odinary	236,000
	10-May-13 Genus Dynamic Gold Fund	purchase	-AUD 130,096	odinary	173,000
	10-May-13 CF Ruffer Baker Steel Gold Fund	purchase	-AUD 806,145	odinary	1,072,000
	03-May-13 Baker Steel Alpha Gold	purchase	-AUD 633,985	odinarv	1,100,000
	29-Apr-13 Baker Steel Alpha Gold	purchase	-AUD 153,529	odinary	245,000
	29-Apr-13 RIT Capital Partners PLC	purchase	-AUD 112,797	odinary	180,000
	26-Apr-13 Baker Steel Alpha Gold	purchase	-AUD 327,473	odinary	515,000
	18-Apr-13 Baker Steel Alpha Gold	purchase	-AUD 269,734	odinary	362,500
	17-Apr-13 Baker Steel Alpha Gold	purchase	-AUD 289,760	odinarv	362,500
	11-Apr-13 Genus Dynamic Gold Fund	sale	AUD 118,043	odinary	$-111,000$
	10-Apr-13 Genus Dynamic Gold Fund	sale	AUD 187,751	odinary	$-170,000$
	05-Apr-13 Baker Steel Alpha Gold	sale	AUD 377,317	odinary	$-359,500$
	04-Apr-13 Baker Steel Alpha Gold	sale	AUD 376,239	odinary	$-359,500$
	22-Feb-13 Baker Steel Alpha Gold	purchase	-AUD 641,791	odinary	496,000
	21-Feb-13 Baker Steel Alpha Gold	purchase	-AUD 206,137	odinary	163,691
	14-Feb-13 Baker Steel Alpha Gold	purchase	-AUD 302,144	odinary	200,813
	14-Feb-13 Genus Dynamic Gold Fund	purchase	-AUD 248,260	odinary	165,000
	14-Feb-13 CF Ruffer Baker Steel Gold Fund	purchase	-AUD 622,906	odinary	414,000
	14-Feb-13 RIT Capital Partners PLC	purchase	-AUD 37,615	odinary	25,000
	13-Feb-13 Baker Steel Alpha Gold	purchase	-AUD 87,888	odinary	59,309
	13-Feb-13 Baker Steel Alpha Gold	sale	AUD 87,888	odinary	$-59,309$
	13-Feb-13 Baker Steel Alpha Gold	purchase	-AUD 159,294	odinary	107,496
	13-Feb-13 Genus Dynamic Gold Fund	purchase	-AUD 222,279	odinary	150,000
	13-Feb-13 CF Ruffer Baker Steel Gold Fund	purchase	-AUD 407,511	odinary	275,000
	13-Feb-13 RIT Capital Partners PLC	purchase	-AUD 29,637	odinary	20,000