TIDMCRS
RNS Number : 9672E
Crystal Amber Fund Limited
04 March 2020
4 March 2020
Crystal Amber Fund Limited
Interim results for the period ended 31 December 2019
The Company announces its interim results for the six months
ended 31 December 2019.
Highlights
-- Net Asset Value ("NAV") (1) per share fell by 28.1% over the
period or 26.4% after adjusting for dividends paid.
-- After adjusting for dividends, the Fund's fall in NAV of
26.4% compares to a 10.7% increase in the Numis Small Cap Index.
Over the 2019 calendar year, NAV per share fell by 17.3% after
adjusting for dividends paid. Over the same period, the Numis Small
Cap Index grew by 22.3%.
-- Share price discount to NAV averaged 16.4% throughout the
period as the Fund continued its buy-back programme.
For further enquiries please contact:
Crystal Amber Fund Limited
Christopher 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
(1) All capitalised terms are defined in the Glossary of
Capitalised Defined Terms unless separately defined.
Chairman's Statement
After a strong performance in the first half of calendar year
2019, the first half of the current financial year proved
particularly difficult for Crystal Amber Fund Limited ("the Fund").
During the period from 30 June 2019 to 31 December 2019, net asset
value ("NAV") fell from GBP238.8 million (249.12 pence per share)
to an unaudited NAV of GBP167.9 million (179.21 pence per share).
After adjusting for dividends, the Fund's fall in NAV over the six
months to 31 December 2019 of 26.4% compares to a 10.7% increase in
the Numis Small Cap Index in the same period.
Activist investing requires a focussed portfolio, which
inevitably increases concentration risk. This can impact
performance both favourably and unfavourably, as we have
experienced in the past. Indeed, during the period from 31 March
2017 to 30 November 2017, net asset value declined by 23%, before
increasing over the following seven months by 31%. It is also
relevant that those holdings that contributed to this earlier
underperformance and subsequent recovery included both Hurricane
Energy and Northgate: key detractors to the Fund's performance of
late.
It is also important to note that the Fund's strategy and
activist tactics of patient engagement have remained consistent
over the period. There has been no change in focus or approach, but
there are clearly times when the investment environment is
favourable to the Fund's style and other times when it is not.
There is no doubt that since the June 2019 financial year end, the
investment climate for a UK focussed, small and mid-cap value
investor has been difficult. The global equity market has
increasingly been influenced by persistently accommodative monetary
policy that has driven down interest rates. Aside from the
potential effects of asset price bubbles and over-leveraging, this
manifests itself by increasing discounted cash flow valuations of
growth stocks. The proliferation of Exchange Traded Funds and asset
allocators favouring mega-cap stocks has also led to ratings
expansions that have not been reflected in the small and mid-cap
sectors. Since the period end, the Fund has also had to contend
with the increased volatility and economic uncertainty caused by
the coronavirus outbreak. This has already had a direct effect on
Hurricane Energy, as a result of the falling oil price and is
likely to impact Equals Group, if the demand for foreign travel
becomes weaker.
During the period under review, many UK domestically focussed
businesses suffered from Brexit related uncertainties. This also
adversely affected the appetite of potential corporate
acquirers.
In addition, increased redemption pressure has also affected
several small and mid-cap fund managers and has resulted in reduced
demand for, and an increased supply of, shares in many listed
companies. Over the medium term, this serves to increase the
potential attraction of these companies to trade or private equity
buyers, but in the shorter term, it has contributed to lower share
price ratings, which adversely affected the Fund's performance.
Specifically, despite a successful activist campaign at Allied
Minds, a large and persistent shareholder overhang has had a
material adverse impact on its share price.
The Fund has also provided regular updates on its view of the
scale of past mismanagement at De La Rue and further details can be
seen below in the Investment Manager's Report. Whilst this has
significantly affected the Fund's performance over the period,
exposing and highlighting these failings accelerated the departures
of the former Chief Executive and Chairman and has allowed the new
leadership to begin to take the corrective action necessary to
execute a turnaround. De La Rue is a good example of the time lag
that can exist between initiating an activist strategy and it
bearing fruit. This is particularly pronounced when corporate
governance shortcomings are highlighted, as the necessary changes
can take time. We have seen this not only at De La Rue, but also at
Northgate, Allied Minds and Equals Group.
Similar interactions with undervalued portfolio companies have
eventually proved successful over the life of the Fund and, until
the period under review, the Fund had delivered annual returns over
11 years of 11% per annum. Over the three years to June 2019,
returns exceeded 20% per annum. Since then, the portfolio's
composition is little changed, yet the factors referred to above
have resulted in recent poor performance. Given past recovery after
the previous period of poor performance, the fact that management
changes instigated by the Fund at both Northgate and De La Rue have
now taken place and the increased valuation anomalies relative to
the trade valuations of portfolio companies, are encouraging signs
for the future of the Fund.
The Board is very mindful of recent performance, which has been
exacerbated by the current volatility that has seen further
reductions in secondary market liquidity and wider discounts in the
closed ended sector. However, the Board believes that the interests
of shareholders are currently best served by encouraging the
Investment Manager to continue its consistent strategy of
engagement and to work on realising the value in the Fund's
portfolio. All three directors have bought shares since the end of
December 2019 and the Fund continued its discount management policy
through share buy-backs. During the six months to 31 December 2019
2,287,413 shares were acquired at an average price of 166.81 pence
per share whilst the Fund's shares traded at an average discount of
16.4%. Further measures to reduce the discount and improve
shareholder returns will be the Board's principal concerns as the
portfolio evolves.
Finally, in September 2019, the Fund issued and donated 125,000
ordinary shares of GBP0.01 each ("Ordinary shares") to five
different charities and I am pleased to announce that the Fund has
today resolved to issue a further 125,000 shares divided equally
amongst five charitable organisations.
Christopher Waldron
Chairman
3 March 2020
Investment Manager's Report
Strategy and performance
The Fund continued to maintain close engagement with its major
holdings during the period.
At 31 December 2019, equity investments in 16 companies
represented 98% of NAV. The Fund also held a loan note in one of
those companies, GI Dynamics Inc. The Fund's net cash and accruals
position was GBP1.0 million, net of GBP2.3 million accrued for the
2.5 pence per share dividend paid in January 2020.
During the period, the Fund received GBP18.8 million from a
capital redemption by Leaf Clean Energy Company ("Leaf"). The Fund
also booked profits on STV Group plc, reducing its position by 56%
and sold down 39% of its holding in Northgate plc. Two other
smaller holdings were sold outright. The Fund took the opportunity
of price weakness to increase holdings in Allied Minds plc and De
la Rue by GBP15 million and GBP13 million respectively.
After adjusting for dividends paid, the fall of 26.4% in the
Fund's NAV per share compares to a 10.7% increase in the Numis
Small Cap index. Over the calendar year 2019, NAV fell by 17.3%
after adjusting for the dividends paid. The Numis Small Cap index
grew by 22.3% over the same period.
The table below lists the top ten holdings as at 31 December
2019, showing the performance contribution made by each company
during the six-month period. In addition to these, trading in
FTSE100 put options reduced NAV by 0.5%.
Pence per Percentage Total return Contribution
Ten largest shareholdings share of investee over the to NAV performance
equity held period (1)
----------------------------- ---------- ------------- ------------- --------------------
Hurricane Energy
plc 36.1 5.1% -36.2% -7.8%
Equals Group plc 35.0 21.4% -30.1% -6.1%
Allied Minds plc 23.1 17.7% -29.5% -0.9%
De La Rue plc 23.1 14.6% -50.7% -4.3%
Northgate plc 20.5 4.6% -5.2% -0.7%
GI Dynamics Inc. 11.4 73.1% -43.6% -6.3%
STV Group plc 8.5 5.0% 22.1% 0.8%
Board Intelligence
Ltd* 6.5 * * 0.3%
Kenmare Resources
plc 4.8 1.8% 32.3% 0.4%
Sutton Harbour
Group plc 2.9 10.8% -11.5% -0.2%
Total of ten largest
shareholdings 171.9
Other investments 8.8
Cash and accruals -1.5
----------------------------- ----------
Total NAV 179.2
----------------------------- ----------
(1) Percentage contribution stated for equity holdings only.
* Board Intelligence Ltd is a private company and its shares are
not listed on a stock exchange. Therefore, the percentage held is
not disclosed.
Investee companies
Our comments on a number of our principal investments are as
follows:
Hurricane Energy plc ("Hurricane")
Hurricane made material operational and financial progress
during the period. The company generated meaningful revenues and
appraisal data from its Lancaster Early Production System ("EPS"),
confirmed the presence of oil in two Warwick wells and drilled a
successful production well within Lincoln. However, the share price
fell as investor uncertainty around fractured basement reservoirs
persisted and attention turned to carbon sustainability. Following
the period end, the company announced that contrary to its initial
guidance, it would not be able to tie back the Lincoln producing
well.
The company's 2019 three-well campaign in the Greater Warwick
Area was completed on time and on budget. The Warwick West and
Warwick Deep wells confirmed the presence of oil in a separate
fault-bounded area within the Greater Warwick Area. Warwick West
produced light oil, of similar character to Lincoln and Lancaster,
but the stabilised flow rate achieved on test was significantly
lower than at Lincoln and Lancaster. A detailed review of the
results will be required to understand whether the Warwick
structure is commercially viable. The campaign confirmed reservoir
productivity from Lincoln Crestal (where oil had been discovered in
2016) at depths 500 metres deeper than at Lancaster.
To secure extension of the oil & gas licenses in Dec 2019,
the Oil and Gas Authority ("OGA") has required the company to drill
two sub-vertical wells to confirm the depth of the Lincoln and
Lancaster reservoirs and oil water contacts.
Following the period end, the company announced that, contrary
to its initial guidance, it would not be able to tie back the
Lincoln Crestal well to the Lancaster EPS in 2020, because of a
ruling by the OGA. Unless this ruling is modified, it may not be
possible to tie back the Lincoln Crestal well at all, which could
mean that the tie back of future Lancaster producer wells to the
EPS would require Hurricane to fund any gas export solution at its
own cost.
Nine months since first oil, the EPS continues to deliver oil in
line with guidance. 2019's headline production figure of 2.8
million barrels of oil sales with average production of 13,300
barrels per day since start-up is very satisfactory. For 2020,
Hurricane should achieve 18,000 barrels per day of production at a
cost of $20 per barrel.
The excellent results from the EPS have however materially
de-risked the company's Lancaster asset. Cash generation from its
two wells gives Hurricane optionality to explore, invest to
increase production, or deliver cash returns to shareholders.
Notwithstanding this progress, the share price fell sharply by 36%
over the period. The Fund attributes this weakness to a lower oil
price, increasing focus on ESG investing and general concerns
around water content from the Lancaster well.
Following the negative developments after the period end,
investor confidence deteriorated further. At the current share
price, the Fund believes that a buyback of shares could be an
attractive use of capital in the interest of the company. The Fund
has consulted with other shareholders and engaged with the board to
consider the company's alternatives and has put forward specific
ideas regarding a sensible capital allocation strategy.
Equals Group plc ("Equals")
The share price of Equals Group declined by 30% over the
reporting period. The company is in a period of transition. Most
revenues now come from the corporate rather than the retail segment
on which the business was built. To reflect its wider service
offering, the company changed its name from FairFx to Equals Group
but the investment during 2019 to rebrand, enhance the technology
platform and hire personnel has been a drag on cashflows.
In 2019, Equals grew revenues at 20% and adjusted EBITDA by 30%
but Equals' growth was overshadowed by mismanagement of market
forecasts which has understandably damaged investor confidence. The
Fund believes the appointment of Richard Cooper as CFO will rectify
such issues. Richard is a very experienced executive, having served
as CFO of GVC from 2008 to 2017.
At an operating level, the company accomplished a lot over the
six months. It signed a five-year deal with Mastercard offering
better economic terms and assistance to become an issuer. It
announced a banking partnership with Citi, enabling faster
settlement across a wide range of currencies. It acquired HermexFX
and CasCo, and it launched a loan product with iwoca. It also
conducted a GBP14m placing to fund investment which gives further
scope for expansion in 2020.
The Fund continues to engage constructively with management to
refine strategy and enhance speed of execution. Equals' proposition
to SMEs is compelling relative to that offered by legacy banks. The
Fund believes that better clarity of the economics of higher
lifetime value business customers will improve perceptions of
Equals' prospects. The company's assets include over one million
customers, an upgraded technology platform and licences and
industry relationships built over many years. With larger players
keen to acquire fintech capabilities, the Fund believes Equals
would be an attractive takeover candidate, particularly given its
growing profits, strong net cash position and depressed rating at
six times enterprise value to EBITDA.
De La Rue plc ("De la Rue")
On 23 July 2019, the UK Serious Fraud Office announced the
commencement of an investigation into De La Rue and its associated
persons in relation to suspected corruption in the conduct of
business in South Sudan. This caused the share price to fall by 22%
over the subsequent two days.
Within its interim results announcement in November, De La Rue
pointed to full-year adjusted operating profits significantly below
sell-side analyst forecasts. In response to the cash outflow
experienced during the first half, the company sensibly decided to
suspend its dividend. The Currency division is now implicitly
expected to be loss-making this year, primarily driven by lower
banknote printing and security features volumes following the
withdrawal of Venezuela from the market, triggered by US sanctions.
In contrast, the Product Authentication and Traceability division
grew revenues by 70% year-on-year in the first half and generated
an operating margin of 23%.
The company's auditors required De La Rue to characterise as a
"material uncertainty" the risk that, in a multiple-downside
scenario and if no mitigating action was taken, the company might
breach a bank debt covenant. This attracted significant press
coverage and contributed to the 23.5% stock price fall on the day
of the interim results announcement. The share price weakness may
have been compounded by the inevitable selling by some income funds
following the dividend cancellation. Our analysis indicated that
the company was unlikely to breach its covenants.
In the Fund's view, De La Rue has until recently suffered from
very poor leadership and oversight, which has resulted in an
unacceptable financial performance over many years, despite
tailwinds from most of the company's end-markets and the consequent
benefits evidently enjoyed by its competitors. Shareholder
dissatisfaction was in evidence at the company's AGM in July, with
the near rejection of its Remuneration Report.
On 25 February 2020, De La Rue announced that it expects to
operate within its banking covenants for FY20, along with an
expanded GBP35m cost-cutting target that has been accelerated to H2
2020/21. This will return the Currency division to significant
profitability even if the banknote printing cycle has not yet
improved. Indeed, the company now targets a mid-teens % operating
margin in Currency from next year.
Furthermore, the company extended its growth target for the
Authentication division and is now aiming to achieve revenue of
GBP100m by FY22, up from GBP39m in FY19.
The Fund is encouraged by the recent appointments of De La Rue's
new chairman and CEO. We are also pleased to see that the CEO and
several other senior executives have purchased De La Rue shares
following the interim announcement. The Fund believes that De La
Rue's current valuation of less than one times expected revenue
reflects neither the operational upside now that new management is
at the helm, nor its strategic value when compared to previous
deals within the sector priced at around two times expected
revenue.
The Fund's intensive activism and the resultant changes in
senior executives have been instrumental in averting a
non-recoverable outcome for De La Rue. Whilst defending and
fighting for essential governance principles has had adverse
short-term consequences on its reported Net Asset Value, over the
medium and long-term, not shirking from the tough action that was
required will serve the Fund well.
Northgate plc ("Northgate")
Northgate's share price has fallen by 32% since it announced the
acquisition of Redde plc ("Redde") on 29 November 2019, adjusting
for the interim dividend. This compares to a -6% total return from
the Numis Small Cap Index over the same period.
The Fund notes that combined fees payable by both Northgate and
Redde to professional advisers in relation to the deal were more
than GBP25 million. This is equivalent to more than 8% of the
market capitalisation of Redde prior to completion of the
acquisition. The Fund is deeply disappointed by the quantum of
these fees, particularly as the transaction was an all share deal,
with no costs incurred in raising capital.
As previously stated, the Fund believes that Northgate's
well-managed Spanish business would be an attractive acquisition
candidate for several multinationals currently attempting to
increase their presence within the European flexible vehicle rental
market. These larger and more diversified peers operate with
greater leverage and lower costs of capital than Northgate and
would be able to realise multiple synergies unavailable to
Northgate. The Fund hopes that Northgate's ongoing strategic review
will conclude that it is in shareholders' interests to initiate an
auction of the Spanish business.
Allied Minds plc
During the period, Allied Minds achieved its first successful
exit, with the sale of its stake in HawkEye 360 for $65.6 million.
In September, Federated Wireless raised $51 million at a valuation
more than 20% higher than its prior round in 2018, of which $10
million was invested by Allied Minds. Subsequently, Federated
Wireless received US regulatory approval for both the initial and
full-scale commercial deployments of its Citizens Broadband Radio
Service ("CBRS") system.
In November, the Fund requisitioned a General Meeting ("GM") of
Allied Minds with the aim of changing the composition of its board
to help accelerate and maximise both cost reductions and cash
distributions. In December, Allied Minds announced a range of
developments including a $1.5 million reduction in recurring HQ
expenses, an increase in the Q1 2020 initial cash return from the
sale of the HawkEye 360 stake, the introduction of a cumulative
cash returns threshold before any further payments could be made
under the Phantom Plan, and the appointment of the Fund's proposed
new non-executive director, Mark Lerdal. Based on this package of
changes, the Fund agreed to withdraw its GM requisition.
Allied Minds' shares trade at below half of the Fund's estimate
of its NAV per share. Its market capitalisation is less than the
value of its stake in Federated Wireless at the time of the
September 2019 fundraising round, plus estimated parent-level cash.
Allied Minds also owns two other sizeable holdings in Spin Memory
and BridgeComm, both of which have raised capital from third
parties including strategic investors, as well as three smaller
investments.
GI Dynamics Inc ("GI Dynamics")
Over the period, the Fund agreed funding of $10 million in order
to initiate GI Dynamics' FDA approved trial. This regulatory step
should confirm the efficacy and safety of a treatment that has
already benefitted over four thousand patients and has been
confirmed in several scientific studies.
As part of this agreement, the Fund exercised its existing
warrants and following the period end, purchased a new convertible
note and received new warrants. The Fund negotiated and commenced a
board observer position in November 2019. Therefore, the Fund is
unable to comment on this company other than by reference to public
announcements made by GI Dynamics.
In January, the company announced the enrolment of the first
patient to the trial.
Hedging activity
During the period, the Fund purchased put options on the FTSE100
index as insurance against a significant market sell-off and to
protect unrealised gains in the portfolio. FTSE100 puts had a
negative 0.5% contribution to NAV growth over the period.
After the period end, the Fund continued to purchase put
options. In February 2020, these generated realised profits in
excess of GBP9 million.
Realisations
Over the period, the Fund realised profits of GBP14.3 million
from the Leaf Clean capital return and GBP2.1 million from
Hurricane. Losses of GBP3.6 million were realised from the
Northgate sales and GBP2.3 million from disposals of Cenkos
stock.
Outlook
Last September, the Fund stated that it was increasingly
cautious on the outlook for markets. During the period, the Fund
recorded a significant decline in its NAV. The Fund's focus on a
concentrated portfolio of mainly asset backed special situations
suffered from the specific issues referred to above as well as
Brexit and UK General Election inertia.
In recent months, the Fund has taken firm action within the
portfolio and expects to see positive outcomes at several portfolio
companies. Whilst there is increasing evidence that ultra-low
interest rates and spiralling debt to GDP has been a key cause of
positive performance in large cap stocks, the Fund remains focused
on re-establishing its hitherto excellent record of low risk, long
term performance.
Crystal Amber Asset Management (Guernsey) Limited
3 March 2020
Condensed Statement of Profit or Loss and Other Comprehensive
Income (Unaudited)
For the six months ended 31 December 2019
Six months ended 31 December Six months ended 31 December
2019 2018
(Unaudited) (Unaudited)
Revenue Capital Total Revenue Capital Total
Notes GBP GBP GBP GBP GBP GBP
Income
Dividend income from
listed equity
investments 3,187,696 - 3,187,696 3,048,961 - 3,048,961
Interest received 2,846 - 2,846 2,172 - 2,172
---------- ------------- ------------- ---------- ------------- -------------
3,190,542 - 3,190,542 3,051,133 - 3,051,133
Net losses on financial
assets designated at
FVTPL and derivatives
held for trading
Equities
Net realised gains 4 - 6,436,556 6,436,556 - 18,567,453 18,567,453
Movement in unrealised
losses 4 - (61,257,939) (61,257,939) - (36,142,677) (36,142,677)
Debt instruments
Movement in unrealised
gains 4 - 102,503 102,503 - 564,244 564,244
Derivative financial
instruments
Realised losses 4 - (1,159,632) (1,159,632) - (2,426,731) (2,426,731)
Movement in unrealised
(losses)/gains 4 - (6,503,873) (6,503,873) - 1,553,631 1,553,631
- (62,382,385) (62,382,385) - (17,884,080) (17,884,080)
---------- ------------- ------------- ---------- ------------- -------------
Total income/(loss) 3,190,542 (62,382,385) (59,191,843) 3,051,133 (17,884,080) (14,832,947)
---------- ------------- ------------- ---------- ------------- -------------
Expenses
Transaction costs - 330,788 330,788 - 271,340 271,340
Exchange movements on
revaluation of
investments and
working capital 134,996 607,773 742,769 (214,674) 118,654 (96,020)
Management fees 9 1,628,161 - 1,628,161 1,816,362 - 1,816,362
Directors' remuneration 78,804 - 78,804 72,500 - 72,500
Administration fees 114,150 - 114,150 144,159 - 144,159
Custodian fees 50,808 - 50,808 61,036 - 61,036
Audit fees 14,100 - 14,100 12,702 - 12,702
Other expenses 184,918 - 184,918 169,881 - 169,881
---------- ------------- ------------- ---------- ------------- -------------
2,205,937 938,561 3,144,498 2,061,966 389,994 2,451,960
Return/(Loss) for the
period 984,605 (63,320,946) (62,336,341) 989,167 (18,274,074) (17,284,907)
========== ============= ============= ========== ============= =============
Basic and diluted
earnings/(loss) per
share (pence) 2 0.99 (63.96) (65.84) 1.02 (18.82) (17.80)
========== ============= ============= ========== ============= =============
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 2019
As at As at As at
31 December 30 June 31 December
2019 2019 2018
(Unaudited) (Audited) (Unaudited)
Assets Notes GBP GBP GBP
Cash and cash equivalents 818,969 931,915 8,916,616
Trade and other receivables 471,068 1,971,390 985,834
Financial assets designated at FVTPL and derivatives held for
trading 4 169,258,239 241,366,149 207,465,843
Total assets 170,548,276 244,269,454 217,368,293
------------- ------------ ------------
Liabilities
Trade and other payables 2,653,945 5,493,857 3,555,118
Total liabilities 2,653,945 5,493,857 3,555,118
------------- ------------ ------------
Equity
Capital and reserves attributable to the Company's equity
shareholders
Share capital 6 994,998 993,748 992,498
Treasury shares reserve 7 (10,711,341) (6,895,640) (5,346,498)
Distributable reserve 90,579,708 95,310,182 95,309,557
Retained earnings 87,030,966 149,367,307 122,857,618
Total equity 167,894,331 238,775,597 213,813,175
------------- ------------ ------------
Total liabilities and equity 170,548,276 244,269,454 217,368,293
------------- ------------ ------------
NAV per share (pence) 3 179.21 249.12 221.67
============= ============ ============
The Interim Financial Statements were approved by the Board of
Directors and authorised for issue on 3 March 2020.
Christopher Waldron Jane Le Maitre
Chairman Director
3 March 2020 3 March 2020
Condensed Statement of Changes in Equity (Unaudited)
For the six months ended 31 December 2019
Treasury
Share shares Distributable Retained earnings Total
Capital reserve Reserve Capital Revenue Total Equity
Note GBP GBP GBP GBP GBP GBP GBP
Opening
balance at 1
July 2019 993,748 (6,895,640) 95,310,182 152,452,180 (3,084,873) 149,367,307 238,775,597
Issue of
Ordinary
shares 6 1,250 - - - - - 1,250
Purchase of
Ordinary
shares into
Treasury 7 - (3,815,701) - - - - (3,815,701)
Dividends paid
in the period 8 - - (4,730,474) - - - (4,730,474)
(Loss)/Return
for the
period - - - (63,320,946) 984,605 (62,336,341) (62,336,341)
Balance at 31
December 2019 994,998 (10,711,341) 90,579,708 89,131,234 (2,100,268) 87,030,966 167,894,331
======== ============= ============== ============= ============ ============= =============
For the six months ended 31 December 2018
Treasury
Share shares Distributable Retained earnings Total
Notes capital reserve reserve Capital Revenue Total equity
GBP GBP GBP GBP GBP GBP GBP
Opening
balance at 1
July 2018 991,248 (3,212,448) 100,156,159 143,277,348 (3,134,823) 140,142,525 238,077,484
Issue of
Ordinary
shares 6 1,250 - - - - - 1,250
Purchase of
Ordinary
shares into
Treasury 7 - (2,134,050) - - - - (2,134,050)
Dividends paid
in the period 8 - - (4,846,602) - - - (4,846,602)
(Loss)/Return
for the
period - - - (18,274,074) 989,167 (17,284,907) (17,284,907)
Balance at 31
December 2018 992,498 (5,346,498) 95,309,557 125,003,274 (2,145,656) 122,857,618 213,813,175
======== ============ ============== ============= ============ ============= =============
Condensed Statement of Cash Flows (Unaudited)
For the six months ended 31 December 2019
Six months Six months
ended ended
31 December 31 December
2019 2018
(Unaudited) (Unaudited)
GBP GBP
Cash flows from operating activities
Dividend income received from listed equity investments 2,823,185 2,116,794
Bank interest received 3,847 4,498
Management fees paid (2,457,983) (1,816,362)
Performance fee paid (2,456,957) (10,964,740)
Directors' fees paid (82,500) (72,500)
Other expenses paid (432,972) (369,144)
------------- -------------
Net cash outflow from operating activities (2,603,380) (11,101,454)
------------- -------------
Cash flows from investing activities
Purchase of equity investments (45,498,009) (34,694,153)
Sale of equity investments 55,148,758 56,988,813
Purchase of debt instruments (1,827,410) (69,032)
Sale of debt instruments 1,892,069 -
Purchase of derivative financial instruments (3,521,230) (6,250,850)
Sale of derivative financial instruments 2,853,240 7,712,140
Transaction charges on purchase and sale of investments (361,109) (271,632)
------------- -------------
Net cash inflow from investing activities 8,686,309 23,415,286
------------- -------------
Cash flows from financing activities
Proceeds from issue of Company Shares 1,250 1,250
Purchase of Ordinary shares into Treasury (3,815,701) (2,134,050)
Dividends paid (2,381,424) (2,433,145)
------------- -------------
Net cash outflow from financing activities (6,195,875) (4,565,945)
------------- -------------
Net (decrease)/increase in cash and cash equivalents during the period (112,946) 7,747,887
Cash and cash equivalents at beginning of period 931,915 1,168,729
Cash and cash equivalents at end of period 818,969 8,916,616
============= =============
Notes to the Unaudited Condensed Financial Statements
For the six months ended 31 December 2019
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
established to provide shareholders with an attractive total return
which is 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 at that time. The Company
seeks to achieve this through investment in a concentrated
portfolio of undervalued companies, which are expected to be
predominantly, but not exclusively, listed or quoted on UK markets
and which have a typical market capitalisation of between GBP100
million and GBP1,000 million.
GI Dynamics Inc., is a subsidiary of the Company and was
incorporated in Delaware. It has 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 2019. 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 2019.
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, 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.
The AIC issued a further update to the SORP in October 2019,
applicable for accounting periods beginning on or after 1 January
2019. The Directors do not anticipate that adoption of changes made
to the SORP will have a significant impact on the Annual Financial
Statements of the Company for the financial year ended 30 June
2020.
Going concern
The Directors 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.
Continuation vote
The Directors have specifically considered the implications of
the continuation vote scheduled to occur every two years on the
application of the going concern basis. The next continuation vote
will be proposed at the 2021 AGM.
Segmental reporting
Operating segments are reported in a manner consistent with
internal reporting provided to the chief operating decision maker.
The chief operating decision maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Board as a whole. The key
measure of performance used by the Board to assess the Company's
performance and to allocate resources is the total return on the
Company's NAV, as calculated under IFRS, and therefore no
reconciliation is required between the measure of profit or loss
used by the Board and that contained in these Interim 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 PER SHARE
Loss per share is based on the following data:
Six months Six months
ended ended
31 December 31 December
2019 2018
(Unaudited) (Unaudited)
Loss for the period ( GBP 62,336,341) (GBP17,284,907)
Weighted average number of issued Ordinary shares 94,680,571 97,085,658
Basic and diluted loss per share (pence) (65.84) (17.80)
---------------------------------------------------- ------------------ ----------------
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
2019 2019 2018
(Unaudited) (Audited) (Unaudited)
NAV per Condensed Statement of
Financial Position 167,894,331 238,775,597 213,813,175
Total number of issued Ordinary
shares (excluding Treasury shares) 93,684,567 95,846,980 96,455,780
-------------------------------------- ------------ ----------------------------- -----------------------------
NAV per share (pence) 179.21 249.12 221.67
-------------------------------------- ------------ ----------------------------- -----------------------------
4. FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR
LOSS AND DERIVATIVES HELD FOR TRADING
1 July 1 July 1 July
2019 to 2018 to 2018 to
31 December 30 June 31 December
2019 2019 2018
(Unaudited) (Audited) (Unaudited)
GBP GBP GBP
Equity investments 165,250,604 230,330,507 190,087,261
Debt instruments 4,002,635 4,035,127 5,706,034
---------------------------- ------------- --------------------------------- ----------------------------------
Financial assets designated
at FVTPL 169,253,239 234,365,634 195,793,295
Derivative financial
instruments held for
trading 5,000 7,000,515 11,672,548
----------------------------
Total financial assets
designated at FVTPL and
derivatives held for
trading 169,258,239 241,366,149 207,465,843
---------------------------- ------------- --------------------------------- ----------------------------------
Equity investments
Cost brought forward 183,283,825 172,761,740 172,761,740
Purchases 45,498,009 71,094,830 34,694,153
Sales (55,148,758) (90,557,836) (56,988,813)
Net realised gains 6,436,556 29,985,091 18,567,453
---------------------------- ------------- --------------------------------- ----------------------------------
Cost carried forward 180,069,632 183,283,825 169,034,533
Unrealised gains brought
forward 47,197,282 57,316,659 57,316,659
Movement in unrealised
losses (61,257,939) (10,119,377) (36,142,677)
---------------------------- ------------- --------------------------------- ----------------------------------
Unrealised (losses)/gains
carried forward (14,060,657) 47,197,282 21,173,982
Effect of exchange rate
movements on revaluation (758,371) (150,600) (121,254)
---------------------------- ------------- --------------------------------- ----------------------------------
Fair value of equity
investments 165,250,604 230,330,507 190,087,261
---------------------------- ------------- --------------------------------- ----------------------------------
Debt instruments
Cost brought forward 3,950,568 5,547,350 5,547,350
Purchases - 3,120,419 -
Conversion of loans - (7,257,760)
Net realised gains - 2,540,559 -
---------------------------- ------------- --------------------------------- ----------------------------------
Cost carried forward 3,950,568 3,950,568 5,547,350
Unrealised gains brought
forward 968,535 203,233 203,233
Movement in unrealised
gains 102,503 765,302 564,244
---------------------------- ------------- --------------------------------- ----------------------------------
Unrealised gains carried
forward 1,071,038 968,535 767,477
Effect of exchange rate
movements on revaluation (1,018,971) (883,976) (608,793)
---------------------------- ------------- --------------------------------- ----------------------------------
Fair value of debt
instruments 4,002,635 4,035,127 5,706,034
---------------------------- ------------- --------------------------------- ----------------------------------
Total financial assets
designated at FVTPL 169,253,239 234,365,634 195,793,295
---------------------------- ------------- --------------------------------- ----------------------------------
Derivative financial
instruments held for
trading
Cost brought forward 712,142 3,888,021 3,888,021
Purchases 3,521,230 11,742,025 6,250,850
Sales (2,853,240) (7,902,140) (7,712,140)
Net realised losses (1,159,632) (7,015,764) (2,426,731)
---------------------------- ------------- --------------------------------- ----------------------------------
Cost carried forward 220,500 712,142 -
Unrealised gains brought
forward 6,288,373 10,118,917 10,118,917
Movement in unrealised
(losses)/gains (6,503,873) (3,830,544) 1,553,631
---------------------------- ------------- --------------------------------- ----------------------------------
Unrealised (losses)/gains
carried forward (215,500) 6,288,373 11,672,548
---------------------------- ------------- --------------------------------- ----------------------------------
Fair value of derivatives
held for trading 5,000 7,000,515 11,672,548
---------------------------- ------------- --------------------------------- ----------------------------------
Total derivative financial
instruments held for
trading 5,000 7,000,515 11,672,548
---------------------------- ------------- --------------------------------- ----------------------------------
Total financial assets
designated at FVTPL and
derivatives held for
trading 169,258,239 241,366,149 207,465,843
---------------------------- ------------- --------------------------------- ----------------------------------
The following table details the Company's positions in
derivative financial instruments:
Nominal amount Value
(Unaudited) (Unaudited)
31 December 2019 GBP
Derivative financial instruments
Puts on FTSE100 Index P6700 (expiry: January 2020) 1,000 5,000
1,000 5,000
---------------------------------------------------- --------------- ------------
Nominal amount Value
(Audited) (Audited)
30 June 2019 GBP
Derivative financial instruments
Puts on FTSE100 Index P7100 (expiry: July 2019) 5,000 225,000
Puts on FTSE100 Index P7000 (expiry: August 2019) 1,000 190,000
GI Dynamics Inc. warrant (Expiry: May 2023) 97,222,200 1,546,564
GI Dynamics Inc. warrant (Expiry: June 2024) 78,984,823 1,262,671
GI Dynamics Inc. warrant (Expiry: July 2024) 236,220,480 3,776,280
412,433,503 7,000,515
---------------------------------------------------- --------------- ------------
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 2019 and 30 June 2019:
Level 1 Level 2 Level 3 Total
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
31 December 2019 GBP GBP GBP GBP
Financial assets designated at FVTPL and derivatives held for
trading:
Equities - listed equity investments 159,121,605 - - 159,121,605
Equities - unlisted equity investments - - 6,128,999 6,128,999
Debt - loan notes - - 4,002,635 4,002,635
Derivatives - listed derivative instruments 5,000 - - 5,000
159,126,605 - 10,131,634 169,258,239
-------------------------------------------------------------- ------------ ------------ ------------ ------------
Level 1 Level 2 Level 3 Total
(Audited) (Audited) (Audited) (Audited)
30 June 2019 GBP GBP GBP GBP
Financial assets designated at FVTPL and derivatives held for
trading:
Equities - listed equity investments 224,804,265 - - 224,804,265
Equities - unlisted equity investments - - 5,526,242 5,526,242
Debt - loan notes - - 4,035,127 4,035,127
Derivatives - listed derivative instruments 415,000 - - 415,000
Derivatives - warrant instruments - 6,585,515 - 6,585,515
------------------------------------------------------------------ ------------ ---------- ---------- ------------
225,219,265 6,585,515 9,561,369 241,366,149
------------------------------------------------------------------ ------------ ---------- ---------- ------------
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 derivative investments were valued using a Black
Scholes valuation technique.
The Level 3 equity investment in Board Intelligence was valued
by reference to the valuation multiples of publicly-listed cloud
software companies, after applying a discount equivalent to that
which prevailed at the time of investment in March 2018, resulting
in a write-up of GBP602,757. The loan notes were classified as
Level 3 debt instruments as there was no observable market data.
The Board has concluded that fair value is approximate to the share
market price had the loan notes been converted to equity and valued
at the closing bid price on the reporting date.
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 Six months
ended ended
31 December 31 December
2019 2018
(Unaudited) (Unaudited)
GBP GBP
Opening balance at 1 July 9,561,369 9,026,303
Movement in unrealised gain 705,261 1,504,151
Effect of exchange rate movements (134,996) (178,396)
Closing balance at 31 December 10,131,634 10,352,058
----------------------------------- ------------ ------------
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.
There have been no transfers between levels during the period
ended 31 December 2019.
At the period end and assuming all other variables are held
constant:
-- If unobservable inputs in Level 3 debt investments had been
5% higher/lower (30 June 2019: 5% higher/lower), the Company's
return and net assets for the period ended 31 December 2019 would
have increased/decreased by GBP200,131 (30 June 2019: GBP161,405),
net of any impact on performance fee accrual in each case;
-- If the comparable revenue multiples used in the valuation of
Level 3 equity investments had been 25% higher/lower (30 June 2019:
25% higher/lower), while all other inputs remained constant, the
Company's return and net assets for the period ended 31 December
2019 would have increased/decreased by GBP1,378,340 (30 June 2019:
GBP971,387), net of any impact on performance fee accrual in each
case. If the discount to comparable multiples used in the valuation
of Level 3 equity investments had been 25% lower/higher (30 June
2019: 25% lower/higher), while all other inputs remained constant,
the Company's return and net assets for the period ended 31
December 2019 would have increased/decreased by GBP1,412,722 (30
June 2019: GBP995,617), net of any impact on performance fee
accrual in each case; and
-- There would have been no impact on the other equity reserves.
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 is comprised as
follows:
31 December 2019 30 June 2019
(Unaudited) (Audited)
Number GBP Number GBP
Issued, called up and fully paid Ordinary shares of GBP0.01 each 99,499,762 994,998 99,374,762 993,748
================================================================== =========== ======== =========== ========
During the period, the Company issued 125,000 Ordinary shares of
GBP0.01 divided equally amongst five charitable organisations, the
nominal value of which has been paid by Richard Bernstein, who is a
shareholder of the Company, a director and shareholder of the
Investment Manager and a member of the Investment Adviser.
7. TREASURY SHARES RESERVE
Six months ended Year ended
31 December 2019 30 June 2019
(Unaudited) (Audited)
Number GBP Number GBP
Opening balance (3,527,782) (6,895,640) (1,798,982) (3,212,448)
Ordinary shares purchased
during the period/year (2,287,413) (3,815,701) (1,728,800) (3,683,192)
Closing balance (5,815,195) (10,711,341) (3,527,782) (6,895,640)
=========================== ============ ============= ================ ================
During the period ended 31 December 2019: 2,287,413 (2018:
995,000) Ordinary shares were purchased at an average price of
166.81 pence per share (2018: 214.48 pence per share), representing
an average discount to NAV at the time of purchase of 16.4% (2018:
11.9%). During the period ended 31 December 2019, Nil (2018: Nil)
Treasury shares were sold.
8. DIVIDS
On 10 July 2019, the Company declared an interim dividend of
GBP2,381,425, equating to 2.5 pence per Ordinary share, which was
paid on 19 August 2019 to shareholders on the register on 19 July
2019.
On 10 December 2019, the Company declared an interim dividend of
GBP2,349,050, equating to 2.5 pence per Ordinary share, which was
paid on 13 January 2020 to shareholders on the register on 20
December 2019.
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 2019: 10,000) Ordinary shares in the Company, representing
0.01% (30 June 2019: 0.01%) of the voting share capital of the
Company at 31 December 2019.
During the period the Company incurred management fees of
GBP1,628,161 (2018: GBP1,816,362) none of which was outstanding at
31 December 2019 (30 June 2019: GBP829,822). No performance fees
were payable during the period (2018: GBPNil) (30 June 2019:
GBP2,456,957 was outstanding and included in trade and other
payables).
GI Dynamics Inc., an unconsolidated subsidiary of the Company,
was incorporated in Delaware, has five wholly-owned subsidiaries
and its principal place of business is Boston. The five
subsidiaries are 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.
Following the exercise of GID warrants during the period, the
Company now holds 73.1% of the voting rights.
Under the terms of the IMA, the Investment Manager is entitled
to a performance fee in certain circumstances. This fee is
calculated by reference to the increase in NAV per Ordinary share
over the course of each performance period.
Payment of the performance fee is subject to:
1. the achievement of a performance hurdle condition: the NAV
per Ordinary share at the end of the relevant performance period
must exceed an amount equal to the placing price, increased at a
rate of: (i) 7% per annum on an annual compounding basis in respect
of that part of the performance period which falls from (and
including) the date of Admission up to (but not including) the date
of the 2013 Admission; (ii) 8% per annum on an annual compounding
basis in respect of that part of the performance period which falls
from (and including) the date of the 2013 Admission up to (but not
including) the date of the 2015 Admission and (iii) 10% per annum
on an annual compounding basis in respect of that part of the
performance period which falls from (and including) the date of the
2015 Admission up to the end of the relevant performance period
with all dividends and other distributions paid in respect of all
outstanding Ordinary shares (on a per share basis) during any
performance period being deducted on their respective payment dates
(and after compounding the distribution amount per share at the
relevant annual rate or rates for the period from and including the
payment date to the end of the performance period) ("the Basic
Performance Hurdle"). Such Basic Performance Hurdle at the end of a
performance period is compounded at the relevant annual rate to
calculate the initial per share hurdle level for the next
performance period, which will subsequently be adjusted for any
dividends or other distributions paid in respect of all outstanding
Ordinary shares during that performance period, and
2. the achievement of a "high-water mark": the NAV per Ordinary
share at the end of the relevant performance period must be higher
than the highest previously reported NAV per Ordinary share at
the end of a performance period in relation to which a
performance fee, if any, was last earned (less any dividends or
other distributions in respect of all outstanding Ordinary shares
declared (on a per share basis) since the end of the performance
period in relation to which a performance fee was last earned).
As the NAV per share at 31 December 2019 did not exceed the high
watermark of 244.12 pence per share at that date, a performance fee
has not been accrued in the Interim Financial Statements. In the
event that, on 30 June 2020, the NAV per share exceeds both the
performance hurdle and the high watermark, the performance
fee will be an amount equal to 20% of the excess of the NAV per
share at that date over the higher of these hurdles multiplied by
the time weighted average number of Ordinary shares in issue during
the year ending 30 June 2020. Depending on whether the Ordinary
shares are trading at a discount or a premium to the Company's NAV
per share at 30 June 2020, the performance fee will be either
payable in cash (subject to the Investment Manager being required
to use the cash payment to purchase Ordinary shares in the market)
or satisfied by the sale of Ordinary shares out of Treasury or by
the issue of new fully paid Ordinary shares at the mid-market
closing price on 30 June 2020, respectively.
As at 31 December 2019, the Investment Manager held 7,037,991
Ordinary shares (30 June 2019: 6,313,326) of the Company,
representing 7.44% (30 June 2019: 6.54%) of the voting share
capital.
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 2019 30 June 2019
Number of Ordinary Total voting rights Number of Ordinary Total voting rights
shares shares
Christopher Waldron(1) 20,000 0.02% 15,000 0.02%
Jane Le Maitre(2) 6,000 0.01% 6,000 0.01%
Total 26,000 0.03% 21,000 0.03%
------------------------ ---------------------- -------------------- ---------------------- --------------------
(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 16 January 2020, Fred Hervouet purchased 7,500 Ordinary
shares. Following the purchase, the
total number of Ordinary shares held by Fred Hervouet was
7,500.
On 22 January 2020, Chris Waldron purchased a further 10,000
Ordinary shares. Following the purchase, the
total number of Ordinary shares held by Chris Waldron was
30,000.
On 23 January 2020, Jane Le Maitre purchased a further 7,500
Ordinary shares. Following the purchase, the
total number of Ordinary shares held by Jane Le Maitre was
13,500.
On 27 January 2020, Juan Morera, an employee of the Investment
Adviser to the Company, sold 2,500 Ordinary shares in the
Company.
The Company purchased 210,000 of its own Ordinary Shares during
the period between 1 January 2020 and 26 February 2020, which were
held as Treasury shares. Following these purchases, the total
number of Ordinary Shares held as Treasury shares by the Company is
6,025,195.
On 12 February 2020, the Company reported that its unaudited NAV
at 31 January 2020 was 147.10 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;
"Black Scholes" means the Black Scholes model, a mathematical
model of a financial market containing derivative instruments;
"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;
"CFO" means chief financial officer;
"Citizens Broadband Radio Service" or "CBRS" means a 150 MHz
wide broadcast band of the 3.5 GHz band (3550 MHz to 3700 MHz) in
the United States.
"Company" or "Fund" means Crystal Amber Fund Limited;
"Companies Law" means the Companies (Guernsey) Law, 2008, (as
amended);
"EPS" or "Early Production System" means producing oil through a
temporary processing system and exporting the processed crude to a
storage vessel for subsequent transport to market;
"EBITDA" means earnings before interest, taxes, depreciation and
amortisation;
"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;
"FY22" means the financial year 2022;
"GDP" means gross domestic product, a monetary measure of the
market value of all the final goods and services produced in a
specific time period;
"HQ" means headquarters;
"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 and further
amended on 12 June 2018;
"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;
"Lancaster EPS" means Lancaster Early Production System;
"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;
"Phantom Plan" means the practice within Allied Minds plc of
paying to executives 10% of gains arising from any successful
individual investment independent of the scale of losses incurred
on other investments;
"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;
"SORP" means Statement of Recommended Practice;
"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.
"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 Registered Office
Christopher Waldron (Chairman) PO Box 286
Fred Hervouet (Chairman of Remuneration and Management Floor 2, Trafalgar Court
Engagement Committee) Les Banques, St Peter Port
Jane Le Maitre (Chairman of Audit Committee) Guernsey GY1 4LY
Investment Adviser Investment Manager
Crystal Amber Advisers (UK) LLP Crystal Amber Asset Management (Guernsey) Limited
17c Curzon Street PO Box 286
London W1J 5HU Floor 2, Trafalgar Court
Les Banques, St Peter Port
Administrator and Secretary Guernsey GY1 4LY
Estera International Fund Managers (Guernsey) Limited
PO Box 286 Nominated Adviser
Floor 2, Trafalgar Court Allenby Capital Limited
Les Banques, St Peter Port 5 St. Helen's Place
Guernsey GY1 4LY London EC3A 6AB
Broker Legal Advisers to the Company
Winterflood Investment Trusts As to English Law
The Atrium Building Norton Rose Fulbright LLP
Cannon Bridge House 3 More London Riverside
25 Dowgate Hill London SE1 2AQ
London EC4R 2GA
As to Guernsey Law
Independent Auditor Carey Olsen
KPMG Channel Islands Limited PO Box 98
Glategny Court Carey House
Glategny Esplanade Les Banques
St. Peter Port St. Peter Port
Guernsey GY1 1WR Guernsey GY1 4BZ
Identifiers Custodian
ISIN: GG00B1Z2SL48 Butterfield Bank (Guernsey) Limited
Sedol: B1Z2SL4 PO Box 25
Ticker: CRS Regency Court
Website: http://crystalamber.com Glategny Esplanade
LEI: 213800662E2XKP9JD811 St. Peter Port
Guernsey GY1 3AP
Registrar
Link Asset Services
65 Gresham Street
London EC2V 7NQ
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR FIFSDVEISIII
(END) Dow Jones Newswires
March 04, 2020 02:49 ET (07:49 GMT)
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