Crystal Amber Fund Limited Amendments to Investment Management Agreement
June 13 2018 - 2:00AM
UK Regulatory
TIDMCRS
Prior to publication, the information contained within this announcement was
deemed by the Company to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of
this announcement, this information is now considered to be in the public
domain.
13 June 2018
Crystal Amber Fund Limited
(the "Company")
Amendments to Investment Management Agreement
The Company announces that the Board has approved amendments to the basic
performance hurdle calculation and certain provisions relating to the
calculation of the performance fee contained in the Investment Management
Agreement between the Company and Crystal Amber Asset Management (Guernsey)
Limited (the "Manager") dated 16 June 2008 (as subsequently amended on 21
August 2013 and 27 January 2015) (the "Investment Management Agreement").
Pursuant to the AIM Rules, the Manager is deemed to be a related party of the
Company and the amendments to the Investment Management Agreement are therefore
deemed to be a related party transaction.The Directors consider, having
consulted with Allenby Capital Limited, the Company's Nominated Adviser, that
the amendments to the Investment Management Agreement are fair and reasonable
insofar as the Company's Shareholders are concerned.
The amendments provide a more equitable treatment and greater clarity regarding
the calculation of the basic performance hurdle, high water mark and the
time-weighting of shares in years during which an equity placing occurs.
The investment objective of the Company is to provide shareholders with an
attractive total return and the Manager has been incentivised to maximise such
total return through a performance fee payable in certain circumstances under
the Investment Management Agreement.In the light of the increased level of
dividends paid to shareholders in recent years it has become evident that the
calculation of the performance fee does not equitably account for the payment
of such dividends as part of the total return received by shareholders.
The aim of the amendment to the calculation of the basic performance hurdle is
to ensure that any performance hurdle takes proper account of dividends paid to
shareholders and that performance fees are earned by the Manager in respect of
any capital growth in excess of the hurdle rates over the life of the Company
on a per share total growth basis, taking into account NAV and any dividends
paid or capital returned to shareholders. Accordingly, to properly account for
the return of capital to shareholders via dividends, the compounding basic
performance hurdle will be adjusted for all dividends paid with effect from
their respective payment dates.
Christopher Waldron, Chairman of the Company, commented:
"When the terms of the performance fee were initially agreed, dividend payments
were not envisaged. It is clearly appropriate that any performance fee is
accurately aligned with the total return on shareholder capital, including
dividends paid."
For further enquiries please contact:
Crystal Amber Fund Limited
Chris Waldron (Chairman)
Tel: 01481 742 742
Allenby Capital Limited - Nominated Adviser
David Worlidge/Liz Kirchner
Tel: 020 7167 6431
Winterflood Securities - Broker
Joe Winkley/Neil Langford
Tel: 020 3100 0160
Crystal Amber Advisers (UK) LLP - Investment Adviser
Richard Bernstein
Tel: 020 7478 9080
END
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