TIDMCRS
RNS Number : 0707G
Crystal Amber Fund Limited
20 November 2020
20 November 2020
Crystal Amber Fund Limited
(the "Company" or the "Fund")
Results of Annual General Meeting
The Company announces that at its Thirteenth Annual General
Meeting held earlier today, all ordinary resolutions (Resolutions 1
to 10) set out in the Notice of AGM dated 22 September 2020 (the
"Notice") were duly passed.
Special Resolutions 11 to 13 required a 75% majority of votes
cast. Resolutions 12 and 13 were duly passed. Resolution 11 secured
votes of 74.97% in favour, and therefore did not pass. The full
text of the Special Resolutions is noted below.
The breakdown of voting percentages for each resolution (on a
total votes cast basis) follows:
Total Votes Total % For Total Votes Total % Against Total Votes
For Against Withheld*
Resolution
1 55,398,141 100 0 0 0
------------ ------------ ------------ ---------------- ------------
Resolution
2 31,662,887 74.979 10,566,127 25.021 13,169,127
------------ ------------ ------------ ---------------- ------------
Resolution
3 42,457,927 76.641 12,940,214 23.359 0
------------ ------------ ------------ ---------------- ------------
Resolution
4 55,398,141 100 0 0 0
------------ ------------ ------------ ---------------- ------------
Resolution
5 42,198,254 99.950 21,000 0.050 13,178,887
------------ ------------ ------------ ---------------- ------------
Resolution
6 42,218,254 99.998 1,000 0.002 13,178,887
------------ ------------ ------------ ---------------- ------------
Resolution
7 42,218,254 99.998 1,000 0.002 13,178,887
------------ ------------ ------------ ---------------- ------------
Resolution
8 55,398,141 100 0 0 0
------------ ------------ ------------ ---------------- ------------
Resolution
9 29,286,800 69.352 12,942,214 30.648 13,169,127
------------ ------------ ------------ ---------------- ------------
Resolution
10 31,650,627 57.133 23,747,514 42.867 0
------------ ------------ ------------ ---------------- ------------
Resolution
11 31,645,127 74.967 10,567,127 25.033 13,185,887
------------ ------------ ------------ ---------------- ------------
Resolution
12 37,442,754 88.686 4,776,500 11.314 13,178,887
------------ ------------ ------------ ---------------- ------------
Resolution
13 34,650,132 82.080 7,565,122 17.920 13,182,887
------------ ------------ ------------ ---------------- ------------
Discretionary votes received were voted in favour of a
Resolution and are counted in the proportion of votes 'for'.
*Votes withheld are not included as a vote withheld is not a
vote in Law and is therefore not counted towards the proportion of
votes 'for' or 'against' a Resolution.
The Board notes the diversity of votes received in relation to
Resolutions 2, 3, 9, 10 and 11. As regards Resolution 2 in respect
of Board remuneration, the Board notes that the overall level of
director remuneration was lower than in the previous year. In
addition, the Board advises that there will be no increases in the
coming year. As regards Resolution 3, the Fund's auditor, KPMG,
proved the most competitive when the Fund's audit was tendered in
2017 but the Fund acknowledges that KPMG has been in situ for more
than a decade, which is considered by some proxy advisory services
not to be best practice. The Board intends therefore to re-assess
the tendering process. As regards Resolution 9, the Board believes
that the share buy-back authority provides the potential to enhance
net asset value. The Board has very recently consulted widely with
shareholders as regards the merits of share buy-backs. As regards
Resolution 10, since the authority granted in 2017, and following
consultation with and support from the Fund's then largest
investors, the Fund has to date created and gifted 750,000 shares
to more than two dozen separate charities. Over that time, these
share issues have diluted the issued share capital by less than one
per cent. on a cumulative basis. Despite Resolution 10 being
passed, the directors recognise that more recently, the shareholder
base has changed significantly and consequently, the directors have
decided that in recognition of the views articulated by newer
shareholders, the Fund will suspend future share issues to
charities at this time.
Resolution 11
THAT the Directors of the Company be and are hereby empowered to
exercise all powers of the Company to allot, issue, grant rights to
subscribe for, or to convert any security into, shares in the
Company up to the maximum permitted under the London Stock
Exchange's AIM market regulations, being up to 33% of the issued
share capital of the Company, which authority shall expire at the
conclusion of the next annual general meeting of the Company to be
held in 2021 (unless previously varied, revoked or renewed by the
Company in general meeting) or, if earlier, at close of business on
the date falling 18 months from the passing of these resolutions,
save that the Company may before such expiry make an offer or
agreement which grants rights to subscribe for or allows the
conversion of any security into ordinary shares or would or might
require shares to be allotted and issued after such expiry and the
Board may grant rights to subscribe for ordinary shares, consent
any security into ordinary shares, or allot and issue ordinary
shares in pursuance of such an offer or agreement as if the
authority conferred hereby had not expired.
Resolution 12
THAT the Directors be and are hereby empowered, in accordance
with the rights contained in the Company's Articles of
Incorporation, to allot and issue ordinary shares wholly for cash
and/or to sell ordinary shares from Treasury wholly for cash, on a
non pre-emptive basis, provided that this power shall be limited to
the allotment, issue or sale of up to the aggregate number of
ordinary shares of the Company as represent less than 10 per cent.
of the number of ordinary shares of the Company already admitted to
trading on the London Stock Exchange's AIM market for listed
securities immediately following the passing of this resolution and
shall expire at the conclusion of the next annual general meeting
of the Company to be held in 2021, save that the Company may,
before such expiry, make an offer which would or might require
ordinary shares to be allotted, issued or sold after such expiry
and the Directors may allot, issue or sell ordinary shares in
pursuance of such offer.
Resolution 13
THAT, conditional on Resolution 12 above having been passed, the
Directors be and are hereby empowered, in accordance with the
rights contained in the Company's Articles of Incorporation and in
addition to and without prejudice to the power granted by
Resolution 12 above, to allot and issue ordinary shares wholly for
cash and/or to sell ordinary shares from Treasury wholly for cash,
on a non pre-emptive basis, provided that this power shall be
limited to the allotment, issue or sale of an additional number of
ordinary shares of the Company that, in aggregate, represent less
than 10 per cent. of the number of ordinary shares of the Company
already admitted to trading on the London Stock Exchange's AIM
market for listed securities immediately following the passing of
this resolution and shall expire at the conclusion of the next
annual general meeting of the Company to be held in 2021, save that
the Company may, before such expiry, make an offer which would or
might require ordinary shares to be allotted, issued or sold after
such expiry and the Directors may allot, issue or sell ordinary
shares in pursuance of such offer.
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 3328 5656
Winterflood Securities - Broker
Joe Winkley/Neil Langford
Tel: 020 3100 0160
Crystal Amber Advisers (UK) LLP - Investment
Adviser
Richard Bernstein
Tel: 020 7478 9080
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