TIDMCRS
RNS Number : 5958T
Crystal Amber Fund Limited
21 March 2023
Crystal Amber Fund Limited
Interim Report and Unaudited Condensed Financial Statements
For the six months ended 31 December 2022
Key Points
-- Total returns in the six months ended 31 December 2022 were
4.4% (GBP16.6 million) reflecting total dividend payments of 20p
per share (two 10p dividends) during the period. As a result, Net
Asset Value ("NAV") per share fell by 10% over the period to
130.05p per share.
-- The Fund's performance compares to a 1.3% increase in the Numis Small Cap Index.
-- Further progress in delivering profitable exits, with
disposals of Equals Group plc and Board Intelligence Limited
realising profits in the period of GBP7.8 million.
-- Recommended offer for Hurricane Energy plc announced post
period end in March 2023 following formal sale process.
-- De la Rue cut profit guidance by a third at its October interims.
-- GI Dynamics enrolled its first patients to the clinical trial in India.
-- The Fund undertook no buybacks during the period. Share price
discount to NAV averaged 22.7%.
-- Crystal Amber Fund named as the sixth most influential global
activist investor of 2022 by Insightia delivering a return of
27.9%.
For further enquiries please contact:
Crystal Amber Fund Limited
Chris Waldron (Chairman)
Tel: 01481 742 742
www.crystalamber.com
Allenby Capital Limited - Nominated Adviser
David Worlidge/Jeremy Porter/Dan Dearden-Williams
Tel: 020 3328 5656
Winterflood Investment Trusts - Broker
Joe Winkley/Neil Langford
Tel: 020 3100 0160
Crystal Amber Advisers (UK) LLP - Investment Adviser
Richard Bernstein
Tel: 020 7478 9080
(1) All capitalised terms are defined in the Glossary of
Capitalised Defined Terms unless separately defined.
Chairman's Statement
During the six month period to 31 December 2022, and following
the return of GBP16.6 million to shareholders, net asset value fell
from GBP120.7 million (145.03 pence per share) to an unaudited NAV
of GBP108.2 million (130.05 pence per share). The Fund's underlying
total return per share was 4.4% which compares to a 1.3% increase
in the Numis Small Cap Index in the same period.
The period under review saw the fallout from the UK Government's
mini-budget as well as a succession of increases in global interest
rates. Inflation moved to generationally high levels and
geopolitical tensions continued in Europe and Asia. The market
impact of interest rate rises has initially been most visible in
the derating of technology stocks, as increased discount rates mean
that high multiples of future earnings are harder to justify.
However, since the period end, the consequences of higher rates are
also all too evident in the banking sector, where significant
unrealised losses in bond holdings have called into question the
true strength of many balance sheets. This crisis of confidence has
now led to the forced acquisition of Credit Suisse by UBS and will
surely see banks becoming even more risk-averse in their lending.
This is likely to result in a tightening of financial conditions
and may well usher in a general economic slowdown later this year,
which to some extent is already being anticipated by commodity
prices, which have abated in the expectation that higher rates will
slow economic growth. Against this, the reopening of China
following its change of Covid policies may provide some support to
the global economy.
In March last year the Fund's investment strategy was recast to
focus on maximising returns to shareholders through timely
disposals and the Board is pleased with the Manager's disciplined
and targeted progress in realising the Fund's holdings in this
period. This was evidenced by timely and profitable disposals
during the period of the Fund's residual holding in Equals Group
plc ("Equals"), which at the start of the period amounted to 10% of
the issued share capital of Equals. It is worth remembering that in
2020, the Fund was able to opportunistically increase its holding
in Equals at less than 30p a share. These final disposals achieved
an average price of 87p a share.
The inevitable consequence of the continued and successful
return of capital is that it has resulted in a portfolio with a
very high concentration of holdings and associated combined lower
liquidity. However, it is important to emphasise that there is
little value for shareholders in a fire sale of the Fund's assets
and that the Board is fully supportive of the Manager's patient
approach to the Fund's remaining holdings. This is particularly
evident with Hurricane, where over the last three years the Fund's
engagement has transformed the outlook from a near wipeout of
equity value to a live bid situation. The Board is also hopeful
that the Fund's continuing engagement and agitation for change will
lead to improvements at De La Rue, although this has proved to be a
frustrating process. This and other core holdings are covered in
more detail below in the Investment Manager's Report.
The Board remains optimistic that the Fund will return
significant disposal proceeds to shareholders in the second half of
2023, although clearly this will be significantly influenced by the
outcome of the current bid for Hurricane. Nevertheless, the
priority of the Board is to maximise the level of return, rather
than to work to an arbitrary deadline and it is likely that certain
assets will remain within the portfolio into 2024. Given that this
will further reduce liquidity, the Board anticipates consulting
with shareholders later in 2023 to discuss the future structure of
the Fund.
Christopher Waldron
Chairman
20 March 2023
Investment Manager's Report
Strategy and performance
On 31 December 2022, investments in six companies represented
100% of NAV.
During the period, the Fund exited its positions in Equals Group
plc and Board Intelligence Limited realising a combined gain of
GBP7.8 million. The Fund continued to support progress at GI
Dynamics with an investment of GBP2.3 million during the
period.
The key contributors to performance during the period were
Hurricane Energy (3.8%) and Equals Group (2%). Allied Minds plc was
the main detractor (-2.9%).
Investee companies
Hurricane Energy plc ("Hurricane")
The Fund has been a shareholder in Hurricane for ten years. The
investment case was based on providing capital to explore and
produce oil from fractured basements in the west of Shetland region
of the UK continental shelf. Exploration has proved successful and
the production of more than 10 million barrels has been
achieved.
Over the last decade, there has been a sea change in both
attitudes and actions relating to fossil fuels, the importance of
oil supplies as a national strategic asset and more recently,
windfall taxes. Each has had a significant impact. The investment
journey has had its good times and bad times. Prior to Covid,
Crystal Amber banked profits of GBP43 million and retained a
shareholding of just over 5%
The Fund has previously described events since the spring of
2020, which culminated in the High Court agreeing with Crystal
Amber and refusing to sanction the Hurricane board's attempt to
force through a highly dilutive debt for equity swap. At the time,
Hurricane claimed that without a debt for equity swap, bondholders
would not be able to recover more than 56% of their investment. The
board had proposed that $50 million of the $230 million repayable
to bondholders be converted into 95% of Hurricane's equity, with
the remaining $180 million debt earning cash interest of 9.4% per
annum plus payment in kind interest of 5% per annum. Hurricane's
share price weakness enabled the Fund to increase its shareholding
to 28.9% and as a result, substantially reduce the average cost of
its remaining holding to 6.7p per share.
Last week's announcement of a takeover offer is expected, on the
basis that the acquisition is completed, to enable the Fund to
receive a further cash monetisation of GBP34.5 million and
participate in future contingent payments of up to a further
GBP37.3 million. To date, we do not believe that Hurricane has
adequately communicated the rationale for and merits of the
proposed takeover offer.
The best way to achieve price discovery is to conduct an
auction, advertise it and secure the best offer. The formal sale
process ran for more than four months and attracted interest from
several parties. Both Hurricane Energy and Crystal Amber consider
the offer from Prax Exploration & Production PLC ("Prax") to be
the most attractive offer submitted.
The Prax offer reduces the downside risk of the shares whilst
providing visibility of upside far greater than if Hurricane was to
remain as an independent single well operator with steadily
declining production. Whilst the enterprise value is linked to
future revenues at Hurricane, critically, it will also include
revenues from future acquisitions by Hurricane, funded by Prax.
Having met the Mergers and Acquisitions team at Prax, Crystal Amber
believes that Prax has the firm intention of using the Hurricane
vehicle to make significant acquisitions. For context, the P6 well
at Hurricane currently produces 7,700 barrels a day. Were Prax to
make an acquisition producing 10,000 barrels a day, based on $80 a
barrel, Crystal Amber believes that Hurricane shareholders would be
entitled to 2p per share per annum from this one acquisition. This
would be in addition to approximately 1.5p a share from the P6
well.
Given Hurricane management's failure in September 2022 to
achieve regulatory approval for its "P8" well after trumpeting its
potential and fast payback to investors, Hurricane, under its
present management, has no further growth potential. The Fund has
lost confidence in Hurricane's management and has concluded that
the North Sea Transition Authority will not sanction any further
exploration or production. However, with Prax as the new owners, it
will be possible for existing Hurricane shareholders to benefit
from deferred consideration payments.
The Fund has estimated that, if the Prax offer fails meaning
that Hurricane continues as an independent company and depending on
P6 well performance, shareholders in Hurricane would only
ultimately receive between 5p and 8.5p. By contrast, this takeover
offer provides growth potential which the Fund believes will
deliver a far more capable and commercial management that is
motivated to ensure that the contingent consideration of 6.48p per
share is paid to Hurricane shareholders, resulting in Hurricane
shareholders receiving 12.5p per share. Crystal Amber also believes
that Hurricane's tax losses will provide Prax with significant
incentives to purchase production assets, all of which will deliver
existing Hurricane shareholders with what is effectively royalty
income through to December 2026.
This outcome should also be seen in context. Firstly, the share
prices of several of Hurricane Energy's peer group have fallen by
40% over recent months, Secondly, had Crystal Amber not succeeded
in blocking the proposed and unnecessary debt restructure, which
would have resulted in shareholders owning just five per cent of
the company, this exit results in shareholders achieving a return
19 times greater, as a result of the then proposed 95% dilution to
shareholders not being approved by the Court. Thirdly, over the
last 12 months, it is widely acknowledged that the fiscal regime
has become much more onerous, making the North Sea far less
attractive region in which to invest. As a result, Crystal Amber is
supportive of the offer from Prax and for the above reasons the
Fund has agreed to provide an irrevocable undertaking to vote in
favour of the Acquisition. Crystal Amber believes that Hurricane
will be a very good investment for Prax. The purchase has been
structured so that existing Hurricane shareholders will benefit
financially from the success of Prax.
De La Rue
The past is often a reliable indicator of the future. During the
period under review, De La Rue delivered its third profit warning
of 2022. Since January 2022, the Fund has found it necessary to
update De La Rue shareholders on the faltering turnaround plan and
offer solutions, which management has repeatedly ignored. De La Rue
management chose instead to blame both Crystal Amber, as a
long-term significant shareholder and incredibly, in November, its
auditor EY, for arriving at the same conclusions as Crystal Amber.
The failure of the De La Rue executives and the board as a whole to
take responsibility for mistakes and instead blame others is
symptomatic of their inability to grasp the nature of De La Rue's
predicament.
In September 2022, we stated that De La Rue stands out as a case
study of how poor leadership is the ultimate destroyer of
shareholder returns. In July 2020, De La Rue completed a GBP100
million fundraise which was priced at 110 pence a share. Crystal
Amber provided GBP18 million of this funding and at the time was an
18% shareholder in De La Rue. The "honeymoon" period following the
fundraise and a buoyant market within its currency division
resulted in the share price increasing by 70% and Crystal Amber
reduced its shareholding to just under 10%.
In early July 2022, the Fund wrote to the Chairman and Chief
Executive of De La Rue to request that Crystal Amber, as a near 10%
shareholder, be invited to nominate a director in a non-executive
capacity. At the end of September 2022, it was disappointing to be
informed by De La Rue that it had rejected this request.
On page 14 of De La Rue's interim results released in November
2022, a reference was made to a material uncertainty going concern
audit qualification. This relates to potential banking covenant
breaches. Coming only two years after the GBP100 million equity
raise in July 2020, market participants were understandably
alarmed, and the share price fell sharply. Immediately following
the publication of the interim results, Crystal Amber wrote to the
directors of De Le Rue in a personal capacity. In that letter,
Crystal Amber highlighted several specific concerns, including the
effect on revenues and profits of making 300 staff redundant at the
Kenyan print facility and ceasing print operations. The company
wrote to deny that this was the case. However, on 20 January 2023,
it announced the closure of its Kenyan print facilities. Whilst it
said that this was not expected to affect revenues to March 2023,
it made no reference to the effect on revenues for the year
commencing on 1 April 2023. Revenues from Kenya comprise around 12%
of total revenues from the Currency division.
De La Rue's current market capitalisation is GBP103 million.
Adjusting for the 2020 capital raise would bring this down to GBP3
million. When Kevin Loosemore became Chairman in October 2019,
before the GBP100 million fundraise, De La Rue's market
capitalisation was GBP205 million. Immediately prior to announcing
the 2020 fundraise, De La Rue's market capitalisation was GBP125
million. This is a like-for-like 98% reduction in returns to
shareholders.
Management has sought to blame factors outside of its control.
However, the blunt reality is that it has made operational and
strategic mistakes. Margins have shrunk because De La Rue has
failed to secure new business in both its Currency and
Authentication divisions. Despite savage cost-cutting, margins in
both divisions are unacceptable. Driving down costs in an attempt
to avoid a fourth profit warning is not a good strategy. It is
revenue that matters: removing headcount means that when business
is won, orders cannot be fulfilled. Even after significant
investment funded by shareholders, the business still fails to
generate cash and it is all too evident that the turnaround plan
has failed.
GI Dynamics Inc ("GI Dynamics")
GI Dynamics is focused on the worldwide pandemic in Type 2
diabetes and obesity. Crystal Amber owns 81% of its fully diluted
share capital.
In December 2022, Diabetes Care and the American Diabetes
Association published a paper demonstrating the benefits of GID's
60cm impermeable fluoropolymer endoscopically implanted sleeve. Of
over 3,000 patients treated, mean weight loss was 13.3kg (11.1% in
body weight). There was also a considerable reduction in blood
pressure and cholesterol.
The company initiated enrolment in its Indian clinical trial,
with first patient recruitment achieved during the period. This is
being carried out in conjunction with its local partner, Apollo
Sugar. GI Dynamics also continued enrolling in the US FDA trial
during the period. Having secured approval for changes to its
enrolment criteria in the US, the company expects to improve the
speed of enrolment.
The company continues to work towards CE Mark approval which is
now expected before the end of 2023. The Fund invested an
additional GBP2.3 million over the period and remains committed to
supporting the company as GI Dynamics pursues its goal of regaining
the CE Mark designation and advancing with its FDA trial.
Allied Minds
Allied Minds is an investor in technology and life science
sectors and operates as a private equity firm of early-stage
companies. The Fund first invested in November 2018 and it owns
18.4% of the company's issued share capital.
In November 2022, the company delisted from the market to reduce
costs and preserve cash as it pursues its strategy to realise
assets. The company guided to a $2.2 million saving and the Fund
agreed to support the delisting on the condition that a member of
the Investment Adviser would join its board. Delisting followed a
formal sale process initiated in March 2022 that did not yield
interest at a sufficiently attractive level.
Since delisting, the company has undertaken a review of internal
costs and external providers. As a result, it is outsourcing its
finance function to a third-party supplier. This is expected to
result in annualised savings of over $1 million.
In May 2022, Federated Wireless completed its last funding round
at a $302 million valuation. Allied Minds owns 24% of the company.
Over the year, Federated Wireless delivered a 75% revenue growth to
$19 million and finished the year with a $35 million cash position.
The company delivers private wireless and shared spectrum services.
While the company has attractive contract pipelines ahead, near
term growth might be held back by economic uncertainty.
Orbital Sidekick raised a $10 million extension of its Series A
round in which Allied Minds did not participate. The company is now
funded to launch four satellites in 2023. The first two of those
are due to be launched in Q2 2023. Those could result in higher
margin revenues for large private and public contracts in energy,
defence and climate technology. Allied Minds owns 16% of the
company's equity and the post-money valuation of the last round was
$57 million.
In September 2022, Bridgecomm completed a funding round at a
valuation of $11.5 million. Allied Minds owns a 40% fully diluted
stake. In early 2023, Bridgecomm raised an additional $1.5 million
investment from a trade partner. The company's optical
communications solutions enable high transmission rates of data in
space, space to air and on the ground. Bridgecomm continues to
progress toward a one-kilometre demonstration of this technology.
Those solutions can fill in where laying fibre optic is difficult
or impossible. The one-kilometre test is targeting end of June 2023
and would open multi-million-dollar contract opportunities.
OcuTerra (formerly SciFluor Life Sciences) is progressing with
the patient enrolment for its clinical trial, with over 25% of the
trial patients enrolled. The phase 2 trial will assess efficacy and
safety of its eye drop treatment for Diabetic Retinopathy. Allied
Minds owns a 14% stake in the company. Its funding round in
November 2021 valued the company at $51 million.
Concirrus, the business that acquired the IP assets of Spark
Insights in November 2021 has been acquired for a consideration
that resulted in no payment for Allied Mind's common stock.
Hedging activity
The Fund did not engage in hedging activity during the
period.
Realisations
The Fund realised total net gains of GBP7.1 million in the
period. These relate mainly to the sales of Equals Group (GBP8.1
million gain), offset by realised losses in De la Rue and Board
Intelligence.
Outlook
With an extremely concentrated portfolio and with visibility of
significant cash returns from a successful takeover of Hurricane
Energy, the Fund hopes to accelerate its return of capital
programme, whilst retaining sufficient liquidity to continue to
fund growth at GI Dynamics and protect the value of its holding in
De La Rue.
Crystal Amber Asset Management (Guernsey) Limited
20 March 2023
Condensed Statement of Profit or Loss and Other Comprehensive
Income (Unaudited)
For the six months ended 31 December 2022
Six months ended 31 December Six months ended 31 December
2022 2021
Revenue Capital Total Revenue Capital Total
Note GBP GBP GBP GBP GBP GBP
Income
Dividend income from
listed investments - - - 20,311 - 20,311
Interest received 10,182 - 10,182 - - -
---------- ------------ ------------ ------------
10,182 - 10,182 20,311 - 20,311
Net gains/(losses) on financial
assets designated at FVTPL and
derivatives held for trading
Equities
Net realised gains/
(losses) 4 - 7,135,460 7,135,460 - (3,103,595) (3,103,595)
Movement in unrealised
(losses) / gains 4 - (2,393,065) (2,393,065) - 2,564,126 2,564,126
Debt Instruments
Movement in unrealised
gains 4 - 327,869 327,869 - 92,097 92,097
- 5,070,264 5,070,264 - (447,372) (447,372)
---------- ------------ ------------ ------------ ------------ ------------
Total income/(expense) 10,182 5,070,264 5,080,446 20,311 (447,372) (427,061)
---------- ------------ ------------ ------------ ------------ ------------
Expenses
Transaction costs - 38,624 38,624 - 96,331 96,331
Exchange movements on
revaluation of
investments and working
capital (3,401) (40,747) (44,148) (83,682) (723,899) (807,581)
Management fees 9 540,000 - 540,000 880,981 - 880,981
Directors' remuneration 65,000 - 65,000 65,000 - 65,000
Administration fees 60,435 - 60,435 79,003 - 79,003
Custodian fees 27,626 - 27,626 91,301 - 91,301
Audit fees 30,488 - 30,488 17,755 - 17,755
Other expenses 184,066 - 184,066 193,473 - 193,473
---------- ------------ ------------ ------------
904,214 (2,123) 902,091 1,243,831 (627,568) 616,263
------------ ------------
Return/(loss) for the
period (894,032) 5,072,387 4,178,355 (1,223,520) 180,196 (1,043,324)
========== ============ ============ ============ ============ ============
Basic and diluted
earnings/(loss) per
share (pence) 2 (1.07) 6.09 5.02 (1.46) 0.22 (1.25)
========== ============ ============ ============ ============ ============
All items in the above statement derive from continuing
operations.
The total column of this statement represents the Company's
Statement of Profit or Loss and Other Comprehensive Income prepared
in accordance with IFRS. The supplementary information on the
allocation between revenue return and capital return is presented
under guidance published by the AIC.
The Notes to the Unaudited Condensed Financial Statements form
an integral part of these Interim Financial Statements.
Condensed Statement of Financial Position (Unaudited)
As at 31 December 2022
As at As at As at
31 December 30 June 31 December
2022 2022 2021
(Unaudited) (Audited) (Unaudited)
Notes GBP GBP GBP
Assets
Cash and cash equivalents 177,083 47,370 106,075
Trade and other receivables 77,314 70,728 95,796
Financial assets designated at FVTPL and derivatives held
for trading 4 108,290,491 120,862,525 119,352,781
Total assets 108,544,888 120,980,623 119,554,652
-------------- -------------- --------------
Liabilities
Trade and other payables 306,148 274,039 181,808
Total liabilities 306,148 274,039 181,808
-------------- -------------- --------------
Equity
Capital and reserves attributable to the Company's equity
shareholders
Share capital 6 997,498 997,498 997,498
Treasury shares reserve 7 (19,767,097) (19,767,097) (19,614,035)
Distributable reserve 61,394,708 78,040,908 86,378,909
Retained earnings 65,613,631 61,435,275 51,610,472
Total equity 108,238,740 120,706,584 119,372,844
-------------- -------------- --------------
Total liabilities and equity 108,544,888 120,980,623 119,554,652
-------------- -------------- --------------
NAV per share (pence) 3 130.05 145.03 143.19
============== ============== ==============
The Interim Financial Statements were approved by the Board of
Directors and authorised for issue on 20 March 2023.
Christopher Waldron Jane Le Maitre
Chairman Director
20 March 2023 20 March 2023
The Notes to the Unaudited Condensed Financial Statements form
an integral part of these Interim Financial Statements.
Condensed Statement of Changes in Equity (Unaudited)
For the six months ended 31 December 2022
Share Treasury Distributable Retained earnings
Capital Shares Reserve Capital Revenue Total Total Equity
Note GBP GBP GBP GBP GBP GBP GBP
Opening
balance at 1
July 2022 997,498 (19,767,097) 78,040,908 68,401,964 (6,966,688) 61,435,276 120,706,585
Purchase of - - - - - - -
Ordinary
shares into
Treasury 7
Dividends paid
in the period 8 - - (16,646,200) - - - (16,646,200)
Return for the
period - - - 5,072,387 (894,032) 4,178,355 4,178,355
Balance at 31
December 2022 997,498 (19,767,097) 61,394,708 73,474,351 (7,860,720) 65,613,631 108,238,740
======== ============= ============== =========== ============ =========== =============
For the six months ended 31 December 2021
Share Treasury Distributable Retained earnings
Capital Shares Reserve Capital Revenue Total Total Equity
Note GBP GBP GBP GBP GBP GBP GBP
Opening
balance at 1
July 2021 997,498 (19,191,639) 88,472,333 57,984,984 (5,331,188) 52,653,796 122,931,988
Purchase of
Ordinary
shares into
Treasury 7 - (422,396) - - - - (422,396)
Dividends
paid in the
period 8 - - (2,093,424) - - - (2,093,424)
Return for
the period - - - 180,196 (1,223,520) (1,043,324) (1,043,324)
Balance at 31
December
2021 997,498 (19,614,035) 86,378,909 58,165,180 (6,554,708) 51,610,472 119,372,844
======== ============= ============== =========== ============ ============ =============
The Notes to the Unaudited Condensed Financial Statements form
an integral part of these Interim Financial Statements.
Condensed Statement of Cash Flows (Unaudited)
For the six months ended 31 December 2022
Six months Six months
ended ended
31 December 31 December
2022 2021
(Unaudited) (Unaudited)
GBP GBP
Cash flows from operating activities
Dividend income received from listed investments - 20,311
Bank interest received 10,182 -
Management fees paid (540,000) (880,981)
Directors' fees paid (65,000) (65,000)
Other expenses paid (277,090) (61,164)
Net cash outflow from operating activities (871,908) (986,834)
Cash flows from investing activities
Purchase of equity investments (1,152,316) (20,521,735)
Sale of equity investments 19,612,051 23,716,999
Purchase of debt instruments (2,273,290) (4,802,643)
Sales of debt instruments 1,500,000 -
Transaction charges on purchase and sale of investments (38,624) (118,813)
------------- -------------
Net cash inflow/(outflow) from investing activities 17,647,821 (1,726,192)
Cash flows from financing activities
Purchase of Company shares into Treasury - (557,542)
Dividends paid (16,646,200) (2,093,424)
------------- -------------
Net cash outflow from financing activities (16,646,200) (2,628,470)
Net decrease in cash and cash equivalents during
the period 129,713 (5,341,496)
Cash and cash equivalents at beginning of period 47,370 5,447,571
Cash and cash equivalents at end of period 177,083 106,075
============= =============
The Notes to the Unaudited Condensed Financial Statements form
an integral part of these Interim Financial Statements.
Notes to the Unaudited Condensed Financial Statements
For the six months ended 31 December 2022
General Information
Crystal Amber Fund Limited (the "Company") was incorporated and
registered in Guernsey on 22 June 2007 and is governed in
accordance with the provisions of the Companies Law. The registered
office address is PO Box 286, Floor 2, Trafalgar Court, Les
Banques, St Peter Port, Guernsey, GY1 4LY. The Company was
initially established to provide shareholders with an attractive
total return which was expected to comprise primarily capital
growth with the potential for distributions of up to 5 pence per
share per annum following consideration of the accumulated retained
earnings as well as the unrealised gains and losses. This was
achieved through investment in a concentrated portfolio of
undervalued companies, which were expected to be predominantly, but
not exclusively, listed or quoted on UK markets and which had a
typical market capitalisation of between GBP100 million and
GBP1,000 million.
In the early part of 2022, a change of investment policy was
approved by Shareholders representing a change of strategy. The
Company has adopted a realisation strategy to maximise capital
returned to Shareholders by way of timely disposals. Following any
material realisations of the Fund's investments, the Directors
intend to return cash to Shareholders.
GI Dynamics Inc., is an unconsolidated subsidiary of the Company
and was incorporated in Delaware. As at 31 December 2022, it had
five wholly-owned subsidiaries and its principal place of business
is Boston. Refer to Note 9 for further information.
The Company's Ordinary shares were admitted to trading on AIM,
on 17 June 2008. The Company is also a member of the AIC.
All capitalised terms are defined in the Glossary of Capitalised
Defined Terms unless separately defined.
1. SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of
these Interim Financial Statements are set out below. These
policies have been consistently applied to those balances
considered material to the Interim Financial Statements throughout
the current period, unless otherwise stated.
Basis of preparation
The Interim Financial Statements have been prepared in
accordance with IAS 34, Interim Financial Reporting.
The Interim Financial Statements do not include all the
information and disclosures required in the Annual Financial
Statements and should be read in conjunction with the Company's
Annual Financial Statements for the year to 30 June 2022. The
Annual Financial Statements have been prepared in accordance with
IFRS.
The same accounting policies and methods of computation are
followed in the Interim Financial Statements as in the Annual
Financial Statements for the year ended 30 June 2022.
The presentation of the Interim Financial Statements is
consistent with the Annual Financial Statements. Where
presentational guidance set out in the SORP "Financial Statements
of Investment Trust Companies and Venture Capital Trusts" (issued
by the AIC in November 2014 and updated in February 2018, October
2019, April 2021 and July 2022) is consistent with the requirements
of IFRS, the Directors have sought to prepare the Interim Financial
Statements on a basis compliant with the recommendations of the
SORP. In particular, supplementary information which analyses the
Statement of Profit or Loss and Other Comprehensive Income between
items of a revenue and capital nature has been presented alongside
the total Statement of Profit or Loss and Comprehensive Income.
Going concern
As at 31 December 2022, the Company had net assets of GBP108.2
million (30 June 2022: GBP120.7 million) and cash balances of
GBP0.18 million (30 June 2022: GBP0.05 million) which are
sufficient to meet current obligations as they fall due.
The Russian invasion of Ukraine continues to pose significant
challenges and uncertainty to business activities and continues to
have potentially adverse consequences for investee companies as
energy costs rise, but the effects of this on the Company should be
somewhat offset by increased revenue from Hurricane Energy.
In relation to the Company's investment portfolio, 60% of the
Company's investments are valued by reference to the market bid
price as at the date of this report. As these are quoted prices in
an active market, any volatility in the global economy is reflected
within the value of the financial assets designated at fair value
through profit or loss. As such, the Company has not included any
fair value impairments in relation to these investments.
Following extensive Shareholder consultation in the early part
of 2022, a change of investment policy was approved by Shareholders
which prioritised the intention to maximise the return of capital,
representing a change of strategy, as noted above.
The Company has a track record of returning cash to Shareholders
via share buybacks and dividends: the Company has returned GBP93.3
million to Shareholders via such means since 2013 when the
requirement for the continuation vote to be proposed at the 2021
AGM was introduced.
The Directors have considered the contributing factors set out
above and are confident that the Company has adequate resources to
continue in operational existence for the foreseeable future, and
do not consider there to be any threat to the going concern status
of the Company. Accordingly, they continue to adopt the going
concern basis of accounting in preparing these financial
statements.
For management purposes, the Company is domiciled in Guernsey
and is engaged in a single segment of business mainly in one
geographical area, being investment in UK equity instruments, and
therefore the Company has only one operating segment.
2. BASIC AND DILUTED (LOSS)/EARNINGS PER SHARE
(Loss)/Earnings per share is based on the following data:
Six months Six months
ended ended
31 December 31 December
2022 2021
(Unaudited) (Unaudited)
Return/(loss) for the period GBP4,178,355 GBP(1,043,324)
Weighted average number of issued Ordinary shares 83,231,000 83,600,951
Basic and diluted earnings/(loss) per share (pence) 5.02 (1.25)
------------------------------------------------------ ------------- --------------------------------------
3. NAV PER SHARE
NAV per share is based on the following data:
As at As at As at
31 December 30 June 31 December
2022 2022 2021
(Unaudited) (Audited) (Unaudited)
NAV per Condensed Statement 108,238,740 GBP120,706,584 GBP119,372,844
of Financial Position
Total number of issued Ordinary
shares (excluding Treasury shares) 83,231,000 83,231,000 83,365,000
NAV per share (pence) 130.05 145.03 143.19
------------------------------------- ------------- --------------- ----------------
4. FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR
LOSS AND DERIVATIVES HELD FOR TRADING
1 July
1 July 2022 to 2021 to 1 July 2021 to
30 June
31 December 2022 2022 31 December 2021
(Unaudited) (Audited) (Unaudited)
GBP GBP GBP
Equity investments 96,525,470 110,202,065 114,931,234
Debt instruments 11,765,021 10,660,460 4,421,547
------------------------------------------------------------ ----------------- -------------- -----------------
Financial assets designated at FVTPL 108,290,491 120,862,525 119,352,781
------------------------------------------------------------ ----------------- -------------- -----------------
Total financial assets designated at FVTPL and derivatives
held for trading 108,290,491 120,862,525 119,352,781
------------------------------------------------------------ ----------------- -------------- -----------------
Equity investments
Cost brought forward 132,232,346 153,218,932 153,218,932
Purchases 1,152,316 43,347,101 20,521,735
Sales Proceeds (19,612,051) (61,399,209) (23,740,499)
Net realised gain/loss 7,135,460 (2,934,478) (3,103,595)
------------------------------------------------------------ ----------------- -------------- -----------------
Cost carried forward 120,908,071 132,232,346 146,896,573
------------------------------------------------------------ ----------------- -------------- -----------------
Unrealised losses brought forward (24,168,635) (33,410,174) (33,410,174)
Movement in unrealised (losses)/gains (2,393,065) 9,241,539 2,564,126
------------------------------------------------------------ ----------------- -------------- -----------------
Unrealised (losses)/gains carried forward (26,561,700) (24,168,635) (30,846,048)
------------------------------------------------------------ ----------------- -------------- -----------------
Effect of exchange rate movements 2,179,100 2,138,354 (1,119,291)
Fair value of equity investments 96,525,471 110,202,065 114,931,234
------------------------------------------------------------ ----------------- -------------- -----------------
-
Debt instruments
Cost brought forward 8,965,416 3,257,955 3,257,955
Purchases 2,273,290 5,707,461 568,612
Debt Repayments (1,500,000) - -
Net realised gain - - -
------------------------------------------------------------
Cost carried forward 9,738,706 8,965,416 3,826,567
Unrealised gains brought forward 1,682,934 1,254,587 1,254,587
Movement in unrealised gains 327,869 428,347 92,097
------------------------------------------------------------ ----------------- -------------- -----------------
Unrealised gains carried forward 2,010,803 1,682,934 1,346,684
Effect of exchange rate movements 15,511 12,110 (751,704)
Fair value of debt instruments 11,765,020 10,660,460 4,421,547
------------------------------------------------------------ ----------------- -------------- -----------------
Total financial assets designated at FVTPL 108,290,491 120,862,525 119,352,781
------------------------------------------------------------ ----------------- -------------- -----------------
5. FINANCIAL INSTRUMENTS
Fair value measurements
The Company measures fair values using the following fair value
hierarchy that prioritises the inputs to valuation techniques used
to measure fair value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements). The three levels of the
fair value hierarchy under IFRS 13 are as follows:
Level 1: Quoted price (unadjusted) in an active market for an identical instrument.
Level 2: Valuation techniques based on observable inputs, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
This category includes instruments valued using: quoted prices in
active markets for similar instruments; quoted prices for identical
or similar instruments in markets that are considered less than
active; or other valuation techniques for which all significant
inputs are directly or indirectly observable from market data.
Level 3: Valuation techniques using significant unobservable
inputs. This category includes all instruments for which the
valuation technique includes inputs that are not based on
observable data, and the unobservable inputs have a significant
effect on the instrument's valuation. This category includes
instruments that are valued based on quoted prices for similar
instruments for which significant unobservable adjustments or
assumptions are required to reflect differences between the
instruments.
The level in the fair value hierarchy within which the fair
value measurement is categorised in its entirety is determined on
the basis of the lowest level input that is significant to the fair
value measurement. For this purpose, the significance of an input
is assessed against the fair value measurement in its entirety. If
a fair value measurement uses observable inputs that require
significant adjustment based on unobservable inputs, that
measurement is a Level 3 measurement. Assessing the significance of
a particular input to the fair value measurement in its entirety
requires judgement, considering factors specific to the asset or
liability.
The determination of what constitutes 'observable' requires
significant judgement by the Company. The Company considers
observable data to be that market data that is readily available,
regularly distributed or updated, reliable and verifiable, not
proprietary, and provided by independent sources that are actively
involved in the relevant market.
The objective of the valuation techniques used is to arrive at a
fair value measurement that reflects the price that would be
received if an asset was sold or a liability transferred in an
orderly transaction between market participants at the measurement
date.
The following tables analyse, within the fair value hierarchy,
the Company's financial assets measured at fair value at 31
December 2022 and 30 June 2022:
Level 1 Level 2 Level 3 Total
Unaudited Unaudited Unaudited Unaudited
31 December 2022 GBP GBP GBP GBP
Financial assets designated at FVTPL and derivatives held for
trading:
Equity instruments - listed equity investments 64,639,802 2,795,730 - 67,435,532
Equity instruments - unlisted equity investments - - 29,089,938 29,089,938
Debt instruments - loan notes - - 11,765,021 11,765,021
64,639,802 2,795,730 40,854,959 108,290,491
------------------------------------------------------------------ ----------- ---------- ----------- ------------
Level 1 Level 2 Level 3 Total
Audited Audited Audited Audited
30 June 2022 GBP GBP GBP GBP
Financial assets designated at FVTPL and derivatives held for
trading:
Equity Instruments - listed equity investments 77,438,519 2,795,730 - 80,234,249
Equity Instruments - unlisted equity investments - - 29,967,816 29,967,816
Debt - loan notes - - 10,660,460 10,660,460
77,438,519 2,795,730 40,628,276 120,862,525
------------------------------------------------------------------ ----------- ---------- ----------- ------------
The Level 1 equity investments were valued by reference to the
closing bid prices in each investee company on the reporting
date.
The Level 2 equity investment relates to Sutton Harbour due to
the low volume of trading activity in the market for this
investment and has been valued by reference to the closing bid
price in the investee company on the reporting date.
The Level 3 equity and debt investments in GI Dynamics were
valued by reference to the discounted cash flow valuation of the
company with an additional discount for dilution risk. The total
valuation was then allocated through a waterfall to the loan note,
Series A shares and common stock owned by the Company. The Level 3
equity investment in Sigma Broking Limited was valued using a
multiple of EBITDA of the company with an additional discount for
lack of liquidity.
For financial instruments not measured at FVTPL, the carrying
amount is approximate to their fair value.
Fair value hierarchy - Level 3
The following table shows a reconciliation from the opening
balances to the closing balances for fair value measurements in
Level 3 of the fair value hierarchy:
Six months ended 31 December Year Ended Six months ended 31 December
2022 30 June 2022 2021
Reconciliation in Level 3 (Unaudited) (Audited) (Unaudited)
GBP GBP GBP
Opening balance 40,628,276 29,032,329 29,032,329
Purchases 2,273,290 10,707,462 5,568,613
Movement in unrealised
(losses)/gains 1,761,952 (3,912,815) (1,244,298)
Sales (3,500,000) (1,660,933) -
Net realised gain (352,974) 1,633,412 -
Effect of exchange rate
movements 44,415 4,828,821 809,850
Closing balance 40,854,959 40,628,276 34,166,494
--------------------------------- --------------------------------- -------------- --------------------------------
The Company recognises transfers between levels of the fair
value hierarchy on the date of the event of change in circumstances
that caused the transfer.
The table below provides information on significant unobservable
inputs used at 31 December 2022 in measuring equity financial
instruments categorised as Level 3 in the fair value hierarchy. It
also details the sensitivity to changes in significant unobservable
inputs used to measure value in each case.
Sensitivity to
changes in
Fair Value at 31 significant
Valuation Method December 2022 Unobservable inputs Factor unobservable inputs
-------------------- -------------------- -------------------- -------------------- ------- ---------------------
GI Dynamics Discounted cash 23,086,863 Discount rate 43% An increase
flow (decrease) in the
discount rate to 48%
(48%) would reduce
(increase) FV by
High growth rate 48% GBP8.9m
over 9 year period (GBP7.5m)
A decrease
Dilution discount (increase) in the
20% near-term growth
rate to 58% (58%)
would decrease
(increase)
FV by GBP4.1m
(GBP3.6m)
An increase
(decrease) in the
dilution discount to
30% (to 30%) would
reduce (increase) FV
by GBP3.6m (GBP2.7m)
-------------------- -------------------- -------------------- -------------------- ------- ---------------------
Sigma Broking EBITDA Multiple 6,003,074 Discount rate 50% An increase
Limited (decrease) in the
liquidity discount
to 70% (to 60%)
would reduce
(increase) FV
by GBP1.9 million
(GBP0.9m)
-------------------- -------------------- -------------------- -------------------- ------- -------------------
Sensitivity to
changes in
Fair Value at 30 significant
Valuation Method June 2022 Unobservable inputs Factor unobservable inputs
--------------------- -------------------- -------------------- -------------------- ------- --------------------
Board Intelligence Discount to 1,245,926 Comparable Revenue 5.7x A 25% increase
comparable company multiple (decrease) in the
multiples revenue multiple
Discount to would increase
comparable multiple 52.7% (decrease) FV by
GBP0.7m
(GBP0.7m)
A 25% decrease
(increase) in the
discount to the
revenue multiple
would increase
(decrease)
FV by GBP0.7m
(GBP0.6m)
--------------------- -------------------- -------------------- -------------------- ------- --------------------
GI Dynamics Inc Discounted cash 23,057,072 Discount rate 43% An increase
flow (decrease) in the
discount rate to
48% (38%) would
reduce (increase)
High growth rate 48% FV by GBP8.9m
over 9 year period (GBP13m)
Dilution discount A decrease
20% (increase) in the
near term growth
rate to 38% (58%)
would decrease
(increase)
FV by GBP4.1m
An increase
(decrease) in the
dilution discount
to 30% (to 10%)
would reduce
(increase) FV
by GBP3.6 million
--------------------- -------------------- -------------------- -------------------- ------- --------------------
Sigma Broking EBITDA Multiple 5,664,818 Discount rate 50% An increase
Limited (decrease) in the
liquidity discount
to 60% (to 40%)
would reduce
(increase) FV
by GBP0.9 million
--------------------- -------------------- -------------------- -------------------- ------- --------------------
6. SHARE CAPITAL AND RESERVES
The authorised share capital of the Company is GBP3,000,000
divided into 300 million Ordinary shares of GBP0.01 each.
The issued share capital of the Company, including Treasury
shares, is comprised as follows:
31 December 2022 30 June 2022
(Unaudited) (Audited)
Number GBP Number GBP
Issued, called up and fully paid Ordinary shares of GBP0.01 each 99,749,762 997,498 99,749,762 997,498
================================================================== =========== ======== =========== ========
During the period, the Company did not create or issue any
Ordinary shares.
7. TREASURY SHARES RESERVE
Six months ended Year ended
31 December 2022 30 June 2022
(Unaudited) (Audited)
Number GBP Number GBP
Opening balance (16,518,762) (19,767,097) (16,012,762) (19,191,639)
Treasury shares purchased during the period/year - - (506,000) (575,458)
Closing balance (16,518,762) (19,767,097) (16,518,762) (19,767,097)
================================================== ============= ============== ============= =============
No Treasury shares were purchased during the period ended 31
December 2022 (2021: 372,000). Treasury shares were purchased at an
average price of 113.55 pence per share in 2021, representing an
average discount to NAV at the time of purchase of 24.9%. No
Treasury shares were sold during the period ended 31 December 2022
or 31 December 2021.
8. DIVIDS
On 7 July 2022, the Company declared an interim dividend of
GBP8,323,100 equating to 10 pence per Ordinary share, which was
paid on 12 August 2022 to shareholders on the register on 15 July
2022. On 11 November 2022, the Company declared an interim dividend
of GBP8,323,100 also equating to 10 pence per Ordinary share, which
was paid on 23 December 2022 to shareholders on the register on 25
November 2022.
9. RELATED PARTIES
Richard Bernstein is a director and a member of the Investment
Manager, a member of the Investment Adviser and a holder of 10,000
(30 June 2022: 10,000) Ordinary shares in the Company, representing
0.01% (30 June 2022: 0.01%) of the voting share capital of the
Company at 31 December 2022.
During the period the Company incurred management fees of
GBP540,000 (2021: GBP880,981) GBP90,000 of which was outstanding at
31 December 2022 (30 June 2022: GBPNil). No performance fees were
payable during the period (2021: GBPNil) (30 June 2022: GBPNil) and
none outstanding at the period/year end.
As at 31 December 2022, the Company's investment in GI Dynamics
Inc. is treated as an unconsolidated subsidiary due to the
Company's percentage holding in the voting share capital of GID. As
GID is a private company and its shares are not listed on a stock
exchange, the percentage held is not disclosed.
There is no restriction on the ability of GID to pay cash
dividends or repay loans, but it is unlikely that GID will make any
distribution or loan repayments given its current strategy. During
the period the Company purchased convertible loan notes (not driven
by any contractual obligation) for the purpose of supporting GID in
pursuing its strategy.
GI Dynamics Inc. was incorporated in Delaware, had five
wholly-owned subsidiaries as at 31 December 2022 and its principal
place of business is Boston. The five subsidiaries were as
follows:
-- GI Dynamics Securities Corporation, a Massachusetts-incorporated nontrading entity;
-- GID Europe Holding B.V., a Netherlands-incorporated nontrading holding company;
-- GID Europe B.V., a Netherlands-incorporated company that
conducts certain European business operations;
-- GID Germany GmbH, a German-incorporated company that conducts
certain European business operations; and
-- GI Dynamics Australia Pty Ltd, an Australian-incorporated
company that conducts Australian business operations.
Until 7 March 2022, the management agreement with the Investment
Manager provided for a management fee of 2% applied to the Market
Capitalisation of the Company at 30 June 2013 (GBP73.5 million)
(the "Base Amount"). To the extent that an amount equal to the
lower of the Company's NAV and market capitalisation, at the
relevant time of calculation, exceeded the Base Amount (the "Excess
Amount"), the applicable fee rate on the Excess Amount would have
been1.5%.
The Investment Manager was also entitled to a performance fee in
certain circumstances. The fee was originally calculated by
reference to the increase in NAV per Ordinary share over the course
of each performance period.
At an EGM on 7 March 2022, Shareholders agreed with the
Company's proposals to enter into a new Investment Management
Agreement incorporating revised management and performance fee
arrangements and to make changes to the termination provisions to
reflect the future strategy of the Company.
The management fee has been reduced to GBP90,000 per month from
1 July 2022 until 31 December 2022, falling in stages to GBP40,000
per month until 31 December 2023 (or if earlier, the date on which
all of the Company's investments have been substantially realised)
when the management fee will cease.
In accordance with the new Investment Management Agreement, the
performance fee will be calculated by reference to the aggregate
cash returned to Shareholders after 1 January 2022. The Investment
Manager will receive 20% of the aggregate cash paid to Shareholders
after 1 January 2022 (including the interim dividend of 10 pence
per Ordinary Share declared on 22 December 2021) in excess of a
threshold of GBP216,000,000.
Depending on whether the Ordinary shares are trading at a
discount or a premium to the Company's NAV per share when the
performance fee becomes payable, the performance fee will be either
payable in cash (subject to the restrictions set out below) or
satisfied by the sale of Ordinary shares out of Treasury or by the
issue of new fully paid Ordinary shares (the number of which shall
be calculated as set out below):
-- If Ordinary shares are trading at a discount to the NAV per
Ordinary share when the performance fee becomes payable, the
performance fee shall be payable in cash. Within a period of one
calendar month after receipt of such cash payment, the Investment
Manager shall be required to purchase Ordinary shares in the market
of a value equal to such cash payment.
-- If Ordinary shares are trading at, or at a premium to, the
NAV per Ordinary share when the performance fee becomes payable,
the performance fee shall be satisfied by the sale of Ordinary
shares out of Treasury or by the issue of new fully paid Ordinary
shares. The number of Ordinary shares that shall become payable
shall be a number equal to the performance fee payable divided by
the closing mid-market price per Ordinary share on the date on
which such performance fee became payable.
As at 31 December 2022, the Investment Manager held 6,899,031
Ordinary shares (30 June 2022: 6,899,031) of the Company,
representing 6.92% (30 June 2022: 6.92%) of the voting share
capital.
Performance fee for period ended 31 December 2022
At 31 December 2022, the Basic Performance Hurdle was
GBP216,000,000 (as adjusted for all dividends paid during the
performance period on their respective payment dates, compounded at
the applicable annual rate) (June 2022: 261.91 pence).
The aggregate cash returned to Shareholders after 1 July 2022
was GBP16,646,200. Accordingly, no performance fee was earned
during the period ended 31 December 2022 (2021: GBPNil).
The interests of the Directors in the share capital of the
Company at the period/year end, and as at the date of this report,
are as follows:
31 December 2022 30 June 2022
Number of Ordinary Total voting rights Number of Ordinary Total voting rights
shares shares
Christopher
Waldron(1)(2) 30,000 0.04% 30,000 0.03%
Jane Le Maitre(2) 13,500 0.02% 13,500 0.01%
Fred Hervouet 7,500 0.01% 7,500 0.01%
----------------------- ---------------------- -------------------- ----------------------- --------------------
Total 51,000 0.07% 51,000 0.05%
----------------------- ---------------------- -------------------- ----------------------- --------------------
(1) Chairman of the Company
(2) Ordinary Shares held indirectly
All related party transactions are carried out on an arm's
length basis.
10. POST BALANCE SHEET EVENTS
On 22 February 2023, the Company reported that its unaudited NAV
at 31 January 2023 was 122.8 pence per Ordinary share.
11. AVAILABILITY OF INTERIM REPORT
Copies of the Interim Report will be available to download from
the Company's website www.crystalamber.com.
Glossary of Capitalised Defined Terms
"AGM" means the annual general meeting of the Company;
"AIC" means the Association of Investment Companies;
"AIM" means the Alternative Investment Market of the London
Stock Exchange;
"Annual Financial Statements" means the audited annual financial
statements of the Company, including the Statement of Profit or
Loss and Other Comprehensive Income, the Statement of Financial
Position, the Statement of Changes in Equity, the Statement of Cash
Flows and associated notes;
"Board" or "Directors" or "Board of Directors" means the
directors of the Company;
"Brexit" means the departure of the UK from the European
Union;
"CEO" means chief executive officer;
"CFD" means Contracts for Difference;
"CFO" means chief financial officer;
"Company" or "Fund" means Crystal Amber Fund Limited;
"Companies Law" means the Companies (Guernsey) Law, 2008, (as
amended);
"EBITDA" means earnings before interest, taxes, depreciation and
amortisation;
"Equals" means Equals Group plc;
"GM" or "General Meeting" means a general meeting of the
Company;
"ESG" means Environmental, Social and Governance, referring to
the three central factors in measuring the sustainability and
societal impact of an investment in a company or business;
"FDA" means food and drug administration;
"FTSE" means Financial Times Stock Exchange;
"FVTPL" means Fair Value Through Profit or Loss;
"GID" or "GI Dynamics" means GI Dynamics, Inc.;
"IAS" means international accounting standards as issued by the
Board of the International Accounting Standards Committee;
"IFRS" means the International Financial Reporting Standards,
being the principles-based accounting standards, interpretations
and the framework by that name issued by the International
Accounting Standards Board, as adopted by the European Union
"IMA" means the investment management agreement between the
Company and the Investment Manager dated 16 June 2008, as amended
on 21 August 2013, further amended on 27 January 2015, further
amended on 12 June 2018 and further amended and restated on 7 March
2022.
"Interim Financial Statements" means the unaudited condensed
interim financial statements of the Company, including the
Condensed Statement of Profit or Loss and Other Comprehensive
Income, the Condensed Statement of Financial Position, the
Condensed Statement of Changes in Equity, the Condensed Statement
of Cash Flows and associated notes;
"Interim Report" means the Company's interim report and
unaudited condensed financial statements for the period ended 31
December;
"Market Capitalisation" means the total number of Ordinary
shares of the Company multiplied by the closing share price;
"NAV" or "Net Asset Value" means the value of the assets of the
Company less its liabilities as calculated in accordance with the
Company's valuation policies and expressed in Pounds Sterling;
"NAV per share" means the Net Asset Value per Ordinary share of
the Company and is expressed in pence;
"Ordinary share" means an allotted, called up and fully paid
Ordinary share of the Company of GBP0.01 each;
"Remuneration Report" means part of the Remuneration Statement
which provides information on the remuneration and other financial
benefits paid to the Board of Directors, the Group CEO and the
Group Executive Committee members during the previous financial
period;
"Small Cap Index" means an index of small market capitalisation
companies;
"SMEs" means small and medium-sized enterprises and businesses
whose personnel numbers fall below certain limits. The abbreviation
"SME" is used by international organizations such as the World
Bank, the European Union, the United Nations and the World Trade
Organization;
"SORP" means Statement of Recommended Practice;
"Treasury" means the reserve of Ordinary shares that have been
repurchased by the Company;
"Treasury shares" means Ordinary shares in the Company that have
been repurchased by the Company and are held as Treasury
shares;
"UK" or "United Kingdom" means the United Kingdom of Great
Britain and Northern Ireland;
"US" means the means the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia;
"US$" or "$" means United States dollars; and
"GBP" or "Pounds Sterling" or "Sterling" means British pound
sterling and "pence" means British pence.
Directors and General Information
Directors Investment Manager
Christopher Waldron (Chairman) Crystal Amber Asset Management (Guernsey) Limited
Fred Hervouet (Chairman of Remuneration and Management PO Box 286
Engagement Committee) Floor 2, Trafalgar Court
Jane Le Maitre (Chairman of Audit Committee) Les Banques, St Peter Port
Guernsey GY1 4LY
Investment Adviser
Crystal Amber Advisers (UK) LLP Nominated Adviser
17c Curzon Street Allenby Capital Limited
London W1J 5HU 5 St. Helen's Place
London EC3A 6AB
Administrator and Secretary
Ocorian Administration (Guernsey) Limited Legal Advisers to the Company
PO Box 286 As to English Law
Floor 2, Trafalgar Court Norton Rose Fulbright LLP
Les Banques, St Peter Port 3 More London Riverside
Guernsey GYI 4LY London SE1 2AQ
Broker As to Guernsey Law
Winterflood Investment Trusts Carey Olsen
The Atrium Building PO Box 98
Cannon Bridge House Carey House
25 Dowgate Hill Les Banques
London EC4R 2GA St. Peter Port
Guernsey GY1 4BZ
Independent Auditor
KPMG Channel Islands Limited Custodian
Glategny Court Butterfield Bank (Guernsey) Limited
Glategny Esplanade PO Box 25
St. Peter Port Regency Court
Guernsey GY1 1WR Glategny Esplanade
St. Peter Port
Registered Office Guernsey GY1 3AP
PO Box 286
Floor 2, Trafalgar Court Registrar
Les Banques, St Peter Port Link Asset Services
Guernsey GYI 4LY 65 Gresham Street
London EC2V 7NQ
Identifiers
ISIN: GG00B1Z2SL48
Sedol: B1Z2SL4
Ticker: CRS
Website: http://crystalamber.com
LEI: 213800662E2XKP9JD811
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END
IR FFFVLVRIIFIV
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