REG - Crystal Amber Fund - Final Results
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RNS Number : 7519D Crystal Amber Fund Limited 17 October 2025
17 October 2025
Crystal Amber Fund Limited
("Crystal Amber Fund" or the "Company")
Final results for the year ended 30 June 2025
The Company announces its final results for the year ended 30 June 2025.
· Net Asset Value ("NAV") per share increased by 2.6% over the 12
months to 30 June 2025 from 173.90p to 178.39p a share. Following share
buybacks during the year of £9.1m and a loss for the year of £1.4 million,
NAV decreased from £126.7 million to £116.2 million.
· Successful activism and cash realisation at De La Rue plc ("De La
Rue") resulting in 130p a share cash offer announced in April 2025. Total
sales proceeds received during the offer period of £40.7 million, of which
£18 million was received shortly after 30 June 2025. De La Rue's share price
more than trebled since June 2023.
· Cash and cash equivalents at 30 June 2025 was £10.94 million.
Had £18.01 million cash proceeds from De La Rue sale in July 2025 been
received prior to year-end, net cash would have been £28.95 million,
equivalent to 44.4p a share.
· CE Mark approval received at Morphic Medical Inc ("MMI").
· Fund performance: according to Trustnet over the last year, the
Fund is second out of 21 peer group funds and first out of 19 peer groups over
three years and five years, with shareholder returns of 38.3%, 129.6% and
250.8% against an increase of 9.2%, 37.7% and 58.0% in the Investment Trust UK
Smaller Companies Index.
· 10.58% of the Company's outstanding share capital bought in for
cancellation at an average of 117.34p a share, a discount to year end NAV of
34.22%.
· Consultation has begun with larger shareholders on the future
strategy of the Company, including steps that might be necessary to maximise
the opportunity to realise value from the remaining assets of the Company,
including the best structure and management. The Board also needs to weigh
carefully the essential funding needs of MMI against the desire to make
further distributions to shareholders.
For further enquiries please contact:
Crystal Amber Fund Limited
Chris Waldron (Chairman)
Tel: 01481 742 742
www.crystalamber.com (http://www.crystalamber.com/)
Allenby Capital Limited - AIM Nominated Adviser
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
Chairman's Statement
I hereby present the eighteenth annual report of Crystal Amber Fund Limited
(the "Company" or the "Fund"), for the year to 30 June 2025. I am pleased to
report not only further progress in growing net asset value per share but
crucially, a substantial cash realisation from the Fund's activism at De La
Rue and, immediately after the year end, the announcement of European
regulatory approval at Morphic Medical Inc. As the sole funder of MMI for the
last five years, providing £25 million of development capital to date, it is
particularly pleasing to see the Fund's steadfast approach achieving this
vital milestone.
During the year, net asset value per share increased from 173.9p a share to
178.39p a share. Following share buybacks during the year of £9.1 million,
NAV at 30 June 2025 was £116.2 million compared to £126.7 million a year
ago. This compares with the Deutsche Numis UK Smaller Cap Index including AIM,
which rose by 7.8% in the same period.
In my statement last year, I noted that during a prolonged period of intense
and ultimately successful activism, the Fund had purchased an additional 15.3
million shares in De La Rue at a cost of £6.3 million. This resulted in the
Fund increasing its holding in De La Rue to close to 17% of its issued share
capital, up from less than 10%. I also wrote that the Board was confident that
its investment in De La Rue would deliver significant further growth in net
asset value as well as a very substantial cash return. I am therefore
delighted to report that this proved to be the case. In April 2025, De La Rue
announced a cash offer of 130p a share. This enabled the Fund to realise cash
proceeds of £40.7 million. I would not underestimate the scale of this
achievement. In the spring of 2023, the Fund clearly and forensically
articulated the need to change the Chairman of De La Rue and noted that De La
Rue's strategic value far exceeded its operational value. I believe that
without immediate change at that time, its prospects were dire. The outcome
that the Fund achieved was a textbook example of how constructive activism can
make the difference between success and failure.
Following on from the conclusion of the Fund's long engagement with De La Rue
and immediately after the year end, MMI, the medical device company in which
the Fund owns 98% of the issued share capital on an undiluted basis, received
CE Mark certification for its revolutionary RESET® device. This is the first
endoscopic, non-surgical treatment for both obesity and Type 2 diabetes in
Europe. Clinical studies have shown that RESET® significantly exceeds
international safety and effectiveness standards for endoscopic weight-loss
treatments.
CE designation ensures RESET® has met all European Commission safety, health
and environmental protection requirements and has enabled access to treatment
for the estimated 93 million patients in Europe living with obesity and type 2
diabetes.
I am now pleased to report that in recent weeks, not only have revenues
commenced at MMI but patients are already benefiting both in Germany and in
the UK.
MMI continues to recruit patients for its FDA fast track approved pivotal
study. Now that the CE Mark has been achieved, patient recruitment can
accelerate. The US is a large market for weight loss devices, estimated to
reach a market size of US$8.5 billion by 2032, and the Board of Crystal Amber
believes that obtaining FDA approval should significantly enhance the value of
the Fund's investment in MMI. To provide additional capital for MMI during
this period, MMI is in discussions with several potential investors, including
some large, multinational medical device companies. Whilst there can be no
certainty at this stage, MMI believes that any such investment would be at a
premium to Crystal Amber's current carrying value of MMI.
In both life and the stock market, timing is everything. Last year, I wrote
that the Fund had disposed of its remaining holding of Prax Exploration
Deferred Consideration Units (DCUs), following the acquisition of Hurricane
Energy Plc by Prax Exploration. This brought proceeds from the DCUs to £12.5
million, bringing total proceeds from Hurricane Energy to £47.2 million. In
June 2025, administrators were appointed to the parent company of Prax
Exploration.
Successes in maximising shareholder returns have translated into exceptional
performance. According to Trustnet, the Fund is second out of 21 peer group
funds over the last year and first over three years and five years, with
shareholder returns of 38.3%, 129.6% and 250.8% against An increase of 9.2%,
37.7% and 58.0% in the Investment Trust Smaller Companies Index.
During the year, the Fund continued its policy of monetising the portfolio in
an orderly manner, achieving an appropriate balance between maximising value
received and making timely returns of capital. In the same period, 7.7 million
shares, equivalent to around 10.58% of the outstanding share capital were
bought into Treasury at an average of 117.34p a share, which had the effect of
increasing the year end NAV per share by 2.6%. This represents buying in at
a 34.22% discount to net asset value at the year end. Following the year end,
an additional 2.2 million shares (or around 3.4% of the issued share capital)
were acquired at an average of 148.67p a share. This has brought total returns
of capital, including share buybacks, to more than £120 million to date.
Last year, I wrote that the Board would consult its larger Shareholders and/or
make arrangements to seek Shareholder approval on the future strategy of the
Company, including steps that might be necessary to maximise the opportunity
to realise value from the remaining assets of the Company. I added that as MMI
was very likely to be the last investment held by the Company, there would
need to be a reassessment of the best structure and management through which
to hold this investee company to maximise its potential in a cost-efficient
manner. The Board also needs to weigh carefully the essential funding needs of
MMI against the desire to make further distributions to shareholders. This
process of consultation has begun and will continue over the coming weeks.
Christopher Waldron
Chairman
16 October 2025
Investment Manager's Report
Performance
During the year, the Company's NAV per share increased from 173.9p to 178.39p.
Portfolio and Strategy
At 30 June 2025, the Company held equity investments in five companies (2024:
five). During the year, as envisaged, the Company converted its debt
instruments in MMI into equity.
The Company's strategy is to optimise realisations for a limited number of
special situations where the Company believes value can be realised regardless
of broad market direction. By its nature as an activist fund, the Company
needs to hold sufficiently large stakes to facilitate engagement as a
significant shareholder. Therefore, the Company has inevitably been exposed to
a large concentration risk, and continuing realisations have significantly
increased the weighting of the remaining holdings.
As at 30 June 2025, the weighted average market capitalisation of the
Company's two remaining listed investee companies of De La Rue and Sutton
Harbour Group plc was £250 million (30 June 2024: £181 million).
Morphic Medical Inc
The Fund first acquired a small equity interest in MMI in 2014. In 2017, MMI
received formal notification of CE Mark withdrawal for EndoBarrier (now known
as RESET®), its device to treat diabetes, preventing MMI making sales in
Europe and select Middle Eastern countries. Thereafter, Crystal Amber
commenced more significant activism. By December 2020, the Fund effected a
change of management and supported a delisting of the shares from the
Australian Stock Exchange. At that time, the Fund's investment represented 14p
per share of the Fund's 129p per share of total net asset value. Since then,
Crystal Amber has been and continues to be the sole provider of funding. Since
receipt of the CE Mark, MMI is in discussions with several potential investors
including some large multinational medical device companies.
RESET® is a thin, flexible implant that lines the proximal small intestine
and mimics gastric bypass bariatric surgery as food bypasses the duodenum and
the upper intestines. Unlike gastric bypass surgery, RESET® is reversible,
minimally invasive, and temporary. It does not permanently alter the patient's
anatomy and uniquely targets the body's own blood glucose control mechanisms.
This is achieved through a 20-minute endoscopic procedure. The patient will
typically retain the device for nine months, after which the device is
removed.
Clinical studies have shown that RESET® significantly exceeds international
safety and effectiveness standards for endoscopic weight-loss treatments. On
average, patients lost 19% of their total body weight within a year -
outperforming the threshold set by leading medical societies.
The treatment is a simple, 20-minute outpatient procedure that delivers
long-lasting benefits for both weight loss and blood sugar control, allowing
patients to avoid alternatives such as more invasive gastric surgery or
expensive GLP-1 drug therapies, which typically result in patients regaining
weight once they discontinue the drug.
With nearly 60% of adults in Europe living with overweight or obesity, and
type 2 diabetes rates rising sharply, healthcare systems are under increasing
financial pressure as Governments balance the cost of managing chronic
diseases against other priorities like increasing defence spending.
RESET® offers a new, affordable, and highly effective option that could
reduce the long-term burden on public health budgets, with diabetes costing
the NHS almost £14bn alone in 2021/22 according to one 2024 study (York
Health Economics Consortium).
Given the importance of MMI to the Fund, the Fund again commissioned an
independent third-party valuation of MMI. Further detail on the third-party
valuation is outlined in note 14. This concluded that, at 30 June 2025, it is
reasonable to value the Fund's equity interest in MMI on an undiluted basis at
US$107.2 million (approximately £78.1 million).
De La Rue Plc
In October 2024, De La Rue reported that it had entered into a definitive
agreement for the sale of its Authentication Division to Crane NXT for a cash
consideration representing an enterprise value of £300 million. For the year
to 31 March 2024, the Division reported an adjusted operating profit of £14.6
million. The sale price represented a multiple of more than 20 times operating
profits and 2.9 times revenue.
In December 2024, De La Rue disclosed that it was in receipt of a partial
offer from "PSFC Entities" to acquire up to 40% of De La Rue's issued share
capital at 125p a share. De La Rue also announced that it had received
approaches from separate third parties that might result in possible cash
offers and that a formal sale process had commenced. In April 2025, De La Rue
announced an agreed cash offer at 130p a share which completed on 2 July 2025.
The Investment Manager consistently stated that the strategic value of De La
Rue is far greater than its operational value and is pleased that the Fund
finally achieved that outcome.
Other investments
The Fund's other remaining holdings of Allied Minds Plc, Sigma Broking Limited
and Sutton Harbour Plc account for less than 10% of the Fund's total net asset
value. The Investment Manager continues to seek to maximise the opportunity to
realise value from these investments. The Investment Manager notes recent
press comment that Sigma Broking is in advanced discussions with a third party
about part of its business being acquired. There can be no certainty that this
transaction will complete. The Investment Adviser is in active discussions
with the boards of Allied Minds and Sutton Harbour Plc regarding the timing of
realisations of value from these investments.
Outlook
The Fund achieved considerable success in the year to 30 June 2025. Both the
cash offer for De La Rue and CE Mark approval for MMI represent the
culmination of years of leaving no stone unturned and doing everything
possible to secure these outcomes. These wins have followed successful exits
in illiquid holdings of Hurricane Energy, Equals Group plc, Board Intelligence
and Leaf Clean Energy. Following the successful exit at De La Rue, the Fund's
sole remaining listed holding, Sutton Harbour, is valued at less than £1
million, with MMI becoming by far the most important investment. Prospects and
the scale of the opportunity at MMI are exciting.
Crystal Amber Asset Management (Guernsey) Limited
16 October 2025
Investment Policy
The Company is an activist fund which aims to identify and invest in
undervalued companies and, where necessary, engage with management to take
steps to enhance their value. The Company's strategy is to optimise
realisations for a decreasing number of special situations where the Company
believes value can be realised regardless of market direction. By its nature
as an activist fund, the Company needs to hold sufficiently large stakes to
facilitate engagement as a significant shareholder. Therefore, the Company is
inevitably exposed to a growing concentration risk, as continuing realisations
have significantly increased the weighting of the remaining investments.
Investment objective
The objective of the Company is to provide its Shareholders with an attractive
total return, which is expected to comprise primarily capital growth but with
the potential for distributions from realised distributable reserves,
including the realisation of investments, if this is considered to be in the
best interests of its Shareholders.
Investment strategy
On 7 March 2022 a revised investment policy to reflect a realisation strategy
was approved by Shareholders at an Extraordinary General Meeting. It was
agreed that the Fund would not make any new investments and would only make
further opportunistic investments in existing holdings where, in the view of
the Board and Investment Manager, such investment was considered necessary to
protect the interests of Shareholders and/or provide the Investment Manager
with additional influence to maximise value and facilitate and accelerate an
exit. Any such investment would require the prior approval of the Board and
would only be permitted where it was not expected to compromise the timescale
for realisations.
The Company also adopted a strategy of maximising capital returned to
Shareholders by way of timely disposals, including trade sales of the
Company's strategic holdings, where appropriate and returns of cash to
Shareholders. Whilst it was initially intended to complete this process by 31
December 2023, Shareholders were aware that this was a target rather than a
deadline.
In seeking the realisation of predominantly all the Company's investments it
was agreed that the Directors would aim to achieve a balance between
maximising their net value and progressively returning cash to Shareholders.
In so doing, the Board would take account of the continued costs of operating
the Company and additional investment required in line with the investment
strategy to maximise value. The Company's admission to trading on AIM will be
maintained for as long as the Directors believe it to be practicable and
cost-effective to do so within the requirements of the AIM Rules for
Companies.
The Company has ceased to make any new investments except where, in the
opinion of the Investment Manager and with the approval of the Board, the
investment is considered necessary by the Board to protect or enhance the
value of any existing investments of the Company or to facilitate orderly
disposals of assets held by the Company. Any cash received by the Company as
part of the realisation process that is not required for additional investment
in existing holdings to maximise value (notably MMI), and prior to its
distribution to Shareholders will be held by the Company, on behalf of the
Shareholders, as cash on deposit and/or as cash equivalents.
The Board has and will continue to consult its larger Shareholders on making
arrangements to seek Shareholder approval on the future strategy of the
Company, including steps that might be necessary to maximise the opportunities
to realise value from the remaining assets of the Company. In particular, as
MMI is very likely to be the last investment held by the Company, careful
consideration will be needed to determine the best structure through which to
hold this investee company, and management strategy to support it in order to
maximise its potential in a cost-efficient manner.
Dividend Policy
Following any material realisations of the Company's investments, and subject
to consultation with Shareholders, the Company intends to continue to return
cash to Shareholders using tax-efficient means such as the new B Share Scheme
approved at the Extraordinary General Meeting held on 28 October 2024 or
continued use of share buybacks, as appropriate.
Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2025
2025 2024
Revenue Capital Total Revenue Capital Total
Notes £ £ £ £ £ £
Income
Interest received 40,096 - 40,096 70,578 - 70,578
40,096 - 40,096 70,578 - 70,578
Net gains on financial assets at FVTPL
Equities
Net realised gains 9 - 6,069,324 6,069,324 - 2,315,402 2,315,402
Movement in unrealised (losses)/gains 9 - (4,019,691) (4,019,691) - 55,637,676 55,637,676
Debt instruments
Movement in unrealised gains 9 - 615,119 615,119 - 819,880 819,880
Net realised gains on CFDs 9 - 2,168,734 2,168,734 - - -
- 4,833,486 4,833,486 - 58,772,958 58,772,958
Total income 40,096 4,833,486 4,873,582 70,578 58,772,958 58,843,536
Expenses
Transaction costs 4 - 92,174 92,174 - 50,422 50,422
Exchange movements on revaluation of investments and working capital (851,982) 5,210,066 4,358,084 121,576 78,072 199,648
Management fees 15,17 690,000 - 690,000 615,000 - 615,000
Directors' remuneration 16 130,000 - 130,000 130,000 - 130,000
Administration fees 17 164,781 - 164,781 96,841 - 96,841
Custodian fees 17 61,377 - 61,377 40,186 - 40,186
Audit fees 105,000 - 105,000 56,200 - 56,200
Other expenses 706,665 - 706,665 368,183 - 368,183
1,005,841 5,302,240 6,308,081 1,427,986 128,494 1,556,480
(Loss)/return for the year (965,745) (468,754) (1,434,499) (1,357,408) 58,644,464 57,287,056
Basic and diluted (loss)/earnings per share (pence) 5 (1.38) (0.67) (2.05) (1.71) 73.36 71.65
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.
Statement of Financial Position
As at 30 June 2025
2025 2024
Assets Note £ £
Cash and cash equivalents 7 10,935,462 2,301,175
Trade and other receivables 8 247,277 76,167
Financial assets designated at FVTPL 9 105,604,308 124,529,781
Total assets 116,787,047 126,907,123
Liabilities
Trade and other payables 10 562,677 199,075
Total liabilities 562,677 199,075
Equity
Capital and reserves attributable to the Company's equity shareholders
Share capital 11 846,238 997,498
Treasury shares 12 (19,298,454) (28,022,816)
Distributable reserve 22,964,677 40,586,958
Retained earnings 111,711,909 113,146,408
Total equity 116,224,370 126,708,048
Total liabilities and equity 116,787,047 126,907,123
NAV per share (pence) 6 178.39 173.90
The Financial Statements were approved by the Board of Directors and
authorised for issue on 16 October 2025.
Christopher Waldron
Jane Le Maitre
Chairman
Director
16 October 2025
16 October 2025
Statement of Changes in Equity
For the year ended 30 June 2025
Share Treasury Distributable Retained earnings Total
Note capital shares reserve Capital Revenue Total equity
£ £ £ £ £ £ £
Opening balance at 1 July 2024 997,498 (28,022,816) 40,586,958 123,554,686 (10,408,278) 113,146,408 126,708,048
Purchase of Ordinary shares into Treasury 12 - (9,049,179) - - - - (9,049,179)
Cancellation of treasury shares 11 (151,260) 17,773,541 (17,622,281) - - - -
Gains/(Losses) for the year - - - (468,754) (965,745) (1,434,499) (1,434,499)
Balance at 30 June 2025 846,238 (19,298,454) 22,964,677 123,085,932 (11,374,023) 111,711,909 116,224,370
Statement of Changes in Equity
For the year ended 30 June 2024
Share Treasury Distributable Retained earnings Total
Note capital shares reserve Capital Revenue Total equity
£ £ £ £ £ £ £
Opening balance at 1 July 2023 997,498 (19,767,097) 40,586,958 64,910,222 (9,050,870) 55,859,352 77,676,711
Purchase of Ordinary shares into Treasury 12 - (8,255,719) - - - - (8,255,719)
Gains/(Losses) for the year - - - 58,644,464 (1,357,408) 57,287,056 57,287,056
Balance at 30 June 2024 997,498 (28,022,816) 40,586,958 123,554,686 (10,408,278) 113,146,408 126,708,048
Statement of Cash Flows
For the year ended 30 June 2025
2025 2024
Note £ £
Cashflows from operating activities
Bank interest received 36,365 70,578
Management fees paid (575,000) (615,000)
Directors' fees paid (130,000) (130,000)
Other expenses paid (972,126) (692,871)
Net cash outflow from operating activities (1,640,761) (1,367,293)
Cashflows from investing activities
Purchase of equity investments 9 (11,693,195) (3,536,709)
Sale of equity investments 9 30,307,017 14,506,694
Purchase of debt instruments 9 (1,560,847) (11,786,573)
Sale of debt instruments - 536,250
Proceeds from CFDs 2,168,734 -
Purchase of money market investments 4 (92,174) (50,423)
Net cash inflow/(outflow) from investing activities 19,129,535 (330,761)
Cashflows from financing activities
Purchase of Ordinary shares into Treasury 12 (8,854,487) (8,255,719)
Net cash outflow from financing activities (8,854,487) (8,255,719)
Net increase/(decrease) in cash and cash equivalents during the year 8,634,287 (9,953,773)
Cash and cash equivalents at beginning of year 2,301,175 12,254,948
Cash and cash equivalents at end of year 7 10,935,462 2,301,175
Notes to the Financial Statements
For the year ended 30 June 2025
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, GYI 4LY. The Company
was 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 5p per share per annum following consideration of the
accumulated retained earnings as well as the unrealised gains and losses at
that time. Following changes to the Company's investment policy in March 2022,
the Company's strategy is now to optimise outcomes for a decreasing number of
special situations where the Company believes value can be realised regardless
of market direction.
Morphic Medical Inc. (MMI) is an unconsolidated subsidiary of the Company and
was incorporated in Delaware. As at 30 June 2025 it had 5 wholly-owned
subsidiaries and its principal place of business is Boston. Refer to Note 15
for further information.
The Company's Ordinary shares were listed and 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. MATERIAL ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of the Financial
Statements are set out below. These policies have been consistently applied to
those balances considered material to the Financial Statements throughout the
current year, unless otherwise stated.
Basis of preparation
The Financial Statements have been prepared to give a true and fair view, are
in accordance with IFRS and the SORP "Financial Statements of Investment Trust
Companies and Venture Capital Trusts" issued by the AIC in November 2014 and
updated in January 2022 to the extent to which it is consistent with IFRS and
comply with the Companies Law. The Financial Statements are presented in
Sterling, the Company's functional currency.
The Financial Statements have been prepared under the historical cost
convention with the exception of financial assets designated at fair value
through profit or loss ("FVTPL").
Investment Entities
To determine whether the Company meets the definition of an investment entity,
further consideration is given to the characteristics of an investment entity
that are demonstrated by the Company.
The Company meets the definition of an investment entity on the basis of the
following criteria:
· The Company obtains funds from multiple investors for the purpose
of providing those investors with investment management services;
· The Company commits to its investors that its business purpose is
to invest funds solely for returns from capital appreciation, investment
income, or both; and
· The Company measures and evaluates the performance of
substantially all its investments on a fair value basis.
As the Company has met the definition of an investment entity under IFRS 10,
it is exempt from preparing consolidated financial statements.
The Company has taken the exemption permitted by IAS 28 "Investments in
Associates and Joint Ventures", IFRS 10 ''Consolidated Financial Statements''
and IFRS 11 "Joint Arrangements" for entities similar to investment entities
and measures its investments in subsidiaries and associates at fair value. The
Directors consider a subsidiary to be an entity over which the Company has
control. The Directors consider an associate to be an entity over which the
Company has significant influence by means of owning between 20% and 50% of
the entity's shares. The Company's subsidiaries and associates are disclosed
in Note 15.
The Company meets the definition of an investment entity and complies with the
disclosure requirements in IFRS 10, IFRS 12 and IAS 27.
Going concern
As at 30 June 2025, the Company had net assets of £116.2 million (30 June
2024: £126.7 million) and cash balances of £10.9 million (30 June 2024:
£2.3 million) which are sufficient to meet current obligations as they fall
due. At 30 June 2025, approximately 18% of the Company's investment portfolio
comprises readily realisable securities with a value of £18.7 million. £17.9
million of this was realised in July 2025, following the very successful
exit of De La Rue.
The Directors are confident that the Company has adequate resources to
continue in operational existence for the foreseeable future and as a result
of this, do not consider there to be any threat to the going concern status of
the Company.
The Directors have also considered the result of the continuation vote which
occurred at the 2021 AGM and results of the subsequent EGM which did not
conclude that the Company should be wound up. Following the 2021 AGM, the
Company was obliged to return to Shareholders with proposals to either
reorganise, restructure, or wind up the Company. Following extensive
Shareholder consultation, a new investment policy was put before Shareholders
which prioritised the intention to maximise the return of capital representing
a change of strategy. This change of investment policy was approved by
Shareholders in March 2022.
At an Extraordinary General Meeting held on 28 October 2024, Shareholders
voted to adopt and implement a B Share Scheme to enable the Company to pursue
returns of capital over time to Shareholders by way of redemption of the B
Shares following the full or partial realisation of the Company's assets. As a
result, the Company is able to make successive bonus issues of redeemable B
Shares to Shareholders on a pro rata basis and redeem such B Shares for cash
shortly thereafter without action being required by Shareholders, should this
be appropriate.
The Board believes that it is still in the interests of Shareholders for the
Company to adopt a strategy of maximising capital returned by way of timely
disposals, including trade sales of the Company's mature listed strategic
holdings, where appropriate. The Company has a track record of returning cash
to Shareholders via share buybacks and dividends. Since 2013, when the
requirement for the continuation vote to be proposed at the 2021 AGM was
introduced, over £110 million has been returned to Shareholders via such
means.
The Company's valuable shareholding in MMI now comprises 98% of its undiluted
share capital. With CE Mark approval in place, MMI has commenced sales of
RESET® in Germany and the UK. MMI continues to recruit patients for its FDA
fast track approval pivotal study.
As noted in the Chairman's Statement, the Board has and will continue to
consult its larger Shareholders on making arrangements to seek Shareholder
approval on the future strategy of the Company. In particular, as MMI is
very likely to be the last investment held by the Company, the Board will
consult with investors about the longer-term plans for MMI to realise value
for the Company's Shareholders now that it has CE certification and once FDA
approval of RESET® has been achieved. A trade sale is a potential
crystallisation path. Alternatively, as the Company continues the disposal
programme, it is possible that the Company's listing may provide a suitable
and cost-effective vehicle for MMI to be listed, raise its profile and
potentially, following the achievement of milestones, provide the Company's
Shareholders with direct exposure to its growth prospects, as well as
liquidity.
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.
Use of estimates and judgements
The preparation of the Financial Statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of the reported amounts in these Financial Statements. The
determination that the Company is an investment entity is a critical
judgement, as set out above. The estimates and associated assumptions are
based on historical experience and various other factors that are believed to
be reasonable in the circumstances. Actual
results may differ from these estimates. The unquoted equity and debt
securities have been valued based on unobservable inputs (see Note 14).
Foreign currency translation
Monetary assets and liabilities are translated from currencies other than
Sterling ('foreign currencies') to Sterling (the 'functional currency') at the
rate prevailing on the reporting date. Income and expenses are translated from
foreign currencies to Sterling at the rate prevailing at the date of the
transaction. Exchange differences are recognised in the profit or loss section
of the Statement of Profit or Loss and Other Comprehensive Income.
Financial instruments
Financial instruments comprise investments in equity, debt instruments,
derivatives, trade and other receivables, cash and cash equivalents, and trade
and other payables. Financial instruments are initially recognised at fair
value. The cost of the instrument may be approximate of the fair value.
Subsequent to initial recognition financial instruments are measured as
described below.
Financial assets designated at FVTPL
All the Company's investments including equity, debt instruments and
derivative financial instruments are held at FVTPL. Financial instruments are
initially recognised at fair value. The cost of the instrument may be
indicative of the fair value. Transaction costs are expensed in the profit or
loss section of the Statement of Profit or Loss and Other Comprehensive
Income. Gains and losses arising from changes in fair value are presented in
the profit or loss section of the Statement of Profit or Loss and Other
Comprehensive Income in the period in which they arise.
Purchases and sales of investments are recognised using trade date accounting.
Quoted investments are valued at bid price on the reporting date or at
realisable value if the Company has entered into an irrevocable commitment
prior to the reporting date to sell the investment. Where investments are
listed on more than one securities market, the price used is that quoted on
the most advantageous market, which is deemed to be the market on which the
security was originally purchased. If the price is not available as at the
accounting date, the last available price is used. The valuation methodology
adopted is in accordance with IFRS 13.
Loan notes are classified as debt instruments and are initially recognised at
fair value. The cost of the instrument may be indicative of the fair value.
Subsequent to initial recognition, loan notes are valued at fair value. In the
absence of an active market, the Company determines the fair value of its
unquoted investments by taking into account the International Private Equity
and Venture Capital ("IPEV") guidelines.
Contracts For Difference
Contracts For Difference (CFDs) are classified as derivative financial
instruments and are categorised at FVTPL. The Company uses CFDs to gain
synthetic exposure to the price movements of underlying securities. These
instruments are initially recognised at fair value on the date the contract is
entered into, which is typically nil. They are subsequently re-measured at
fair value at each reporting date. The fair value of a CFD is the unrealised
gain or loss from revaluing the contract at the period-end by reference to the
market price of the underlying instrument.
All changes in the fair value of CFDs, representing both unrealised gains and
losses at the reporting date and realised gains and losses upon the settlement
of the contracts, are recognised in the profit or loss section of the
Statement of Profit or Loss and Other Comprehensive Income.
Trade and other receivables
The Company's trade and other receivables are classified as financial assets
at amortised cost. They are measured at amortised cost less impairment
assessed using the general approach of the expected credit loss model based on
experience of previous losses and expectations of future losses.
Trade and other payables
The Company's trade and other payables are measured at amortised cost and
include trade and other payables and other short term monetary liabilities
which are initially recognised at fair value and subsequently measured at
amortised cost using the effective interest rate method.
Derecognition of financial instruments
The Company derecognises a financial asset when the contractual rights to the
cash flows from the asset expire, or it transfers the rights to receive the
contractual cash flows in a transaction in which substantially all the risks
and rewards of ownership of the financial asset are transferred.
On derecognition of a financial asset, the difference between the carrying
amount of the asset (or the carrying amount allocated to the portion of the
asset derecognised), and consideration received (including any new asset
obtained less any new liability assumed) is recognised in the profit or loss
section of the Statement of Profit or Loss and Other Comprehensive Income.
The Company derecognises a financial liability when its contractual
obligations are discharged, cancelled or expire. Any gain or loss on
derecognition is recognised in the profit or loss section of the Statement of
Profit or Loss and Other Comprehensive Income.
Cash and cash equivalents
The Company considers all highly liquid investments with original maturities
of less than 90 days when acquired to be cash equivalents. Due to the credit
rating of the financial institutions holding the Company's cash and cash
equivalents, no impairment has been recognised.
Share issue expenses
Share issue expenses of the Company directly attributable to the issue and
listing of its own shares are charged to the distributable reserve.
Share capital
Ordinary shares are classified as equity where there is no obligation to
transfer cash or other assets.
Dividends
Dividends declared and paid during the year from distributable reserves are
disclosed in the Statement of Changes in Equity. Dividends declared post year
end are disclosed in the Notes to the Financial Statements.
Distributable reserves
Distributable reserves represent the amount transferred from the share premium
account, approved by the Royal Court of Guernsey on 18 July 2008, and amounts
transferred to distributable reserves in relation to the sale of Treasury
shares above cost.
Income
Investment income and interest income have been accounted for on an accruals
basis using the effective interest method. Dividend income is recognised in
the profit or loss section of the Statement of Profit or Loss and Other
Comprehensive Income when the relevant security is quoted ex-dividend.
The Company currently incurs withholding tax imposed by countries other than
the UK on dividend income. These dividends are recorded gross of withholding
tax in the profit or loss section of the Statement of Profit or Loss and Other
Comprehensive Income.
Expenses
All expenses are accounted for on an accruals basis. In respect of the
analysis between revenue and capital items presented within the Statement of
Profit or Loss and Other Comprehensive Income, all expenses have been
presented as revenue items except as follows:
· expenses which are incidental to the acquisition and disposal of
an investment are charged to capital; and
· expenses are split and presented partly as capital items where a
connection with the maintenance or enhancement of the value of the investments
held can be demonstrated. Accordingly, the performance fee is charged to
capital, reflecting the Directors' expected long-term view of the nature of
the investment returns of the Company.
Treasury shares reserve
The Company has adopted the principles outlined in IAS 32 'Financial
Instruments: Presentation' and treats consideration paid including directly
attributable incremental cost for the repurchase of Company shares held in
Treasury as a deduction from equity attributable to the Company's equity
holders until the shares are cancelled, reissued or sold. No gain or loss is
recognised within the statement of Profit or Loss and Other Comprehensive
Income on the purchase, sale, issue or cancellation of the Company's own
equity investments.
Any consideration received, net of any directly attributable incremental
transaction costs upon sale or re-issue of such shares, is included in equity
attributable to the Company's equity holders.
2. NEW STANDARDS AND INTERPRETATIONS
At the date of authorisation of these financial statements, the following
Standards and Interpretations relevant to the Company were in issue but not
yet effective and have not been early adopted or applied in these financial
statements:
· Lack of exchangeability (Amendments to IAS 21), effective 1
January 2025.
· Amendments to the Classification and Measurements of Financial
Instruments (Amendments to IFRS 9 and IFRS 7), effective 1 January 2026.
· Annual Improvements to IFRA Accounting Standards, effective 1
January 2026.
· IFRS 18 'Presentation and Disclosure in Financial Statements',
effective 1 January 2027.
· IFRS 19 'Subsidiaries without Public Accountability:
Disclosures', effective 1 January 2027.
IFRS 18: Presentation and Disclosure in Financial Statements: This Standard
replaces IAS 1: Presentation of Financial Statements. It carries forward many
requirements from IAS 1 unchanged, effective for periods commencing 1 January
2027. The new accounting standard introduces the following key new
requirements:
· Entities are required to classify all income and expenses into
five categories in the statement of profit and loss, namely operating,
investing, financing, discontinued operations and income tax categories.
· Entities are also required to present a newly-defined operating
profit subtotal. Entities' net profit will not change as a result of applying
IFRS 18.
· Management-defined performance measures (MPMs) are disclosed in a
single note in the financial statements.
· Enhanced guidance is provided on how to group information in the
financial statements.
· All entities are required to use the operating profit subtotal as
the starting point for the statement of cash flows when presenting operating
cash flows under the indirect method.
The Company is still in the process of assessing the impact of the new
accounting standard, particularly with respect to the structure of the
Company's Statement of Profit or Loss and Other Comprehensive income and the
Statement of Cash Flows.
The Company does not expect any standards issued by the IASB but not yet
effective, other than IFRS 18, to have a material impact on the Company.
3. TAXATION
The Company is exempt from taxation in Guernsey under the provisions of the
Income Tax (Exempt Bodies) (Guernsey) Ordinance, 2008 and is charged an annual
fee of £1,200 (2024: £1,200).
4. TRANSACTION COSTS
The transaction charges incurred in relation to the acquisition and disposal
of investments during the year were as follows:
2025 2024
£ £
Stamp Duty 40,024 17,724
Commissions and custodian transaction charges:
In respect of purchases 21,388 12,364
In respect of sales 30,762 20,334
92,174 50,422
5. BASIC AND DILUTED EARNINGS PER SHARE
Earnings per share is based on the following data:
2025 2024
(Loss)/return for the year (£1,434,499) £57,287,056
Weighted average number of issued Ordinary shares 70,008,222 79,944,992
Basic and diluted (loss)/earnings per share (pence) (2.05) 71.65
6. NAV PER SHARE
NAV per share is based on the following data:
2025 2024
NAV per Statement of Financial Position £116,224,370 £126,708,048
Total number of issued Ordinary shares (excluding Treasury shares) at 30 June 65,152,347 72,864,500
NAV per share (pence) 178.39 173.90
7. CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash held by the Company available on
demand. Cash and cash equivalents were as follows:
2025 2024
£ £
Cash on demand 10,935,462 2,301,175
8. TRADE AND OTHER RECEIVABLES
2025 2024
£ £
Current assets:
Other receivables 234,772 56,143
Prepayments 12,505 20,024
247,277 76,167
There were no past due or impaired receivable balances outstanding at the year
end (2024: £Nil).
9. FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS
1 July 2024 to 1 July 2023 to
30 June 2025 30 June 2024
£ £
Equity investments 105,604,308 104,163,131
Debt instruments - 20,366,650
Financial assets designated at FVTPL 105,604,308 124,529,781
Total financial assets designated at FVTPL 105,604,308 124,529,781
Equity investments
Cost brought forward 85,417,572 94,072,155
Purchases 11,693,195 3,536,709
Conversion of Loans 23,229,084 -
Sales (30,307,017) (14,506,694)
Net realised gain 6,069,324 2,315,402
Cost carried forward 96,102,158 85,417,572
Unrealised gains/(losses) brought forward 17,933,233 (37,704,443)
Movement in unrealised (losses)/gains (4,019,691) 55,637,676
Unrealised gains carried forward 13,913,542 17,933,233
Effect of exchange rate movements (4,411,392) 812,326
Fair value of equity investments 105,604,308 104,163,131
Debt instruments
Cost brought forward 17,779,755 10,713,124
Purchases 1,560,847 7,602,881
Repayment of Loans - (536,250)
Cost carried forward 19,340,602 17,779,755
Unrealised gains brought forward 3,131,000 2,311,120
Interest on loan 615,119 819,880
Reclassification to other receivables (179,166) -
FX difference 321,529 (544,105)
Conversion to equity (23,229,084) -
Fair value of debt instruments - 20,366,650
Total financial assets designated at FVTPL 105,604,308 124,529,781
Total realised gains and losses and unrealised gains and losses on the
Company's equity, debt and derivative financial instruments are made up of the
following gain and loss elements:
2025 2024
£ £
Realised gains 6,069,324 2,337,689
Realised gains on CFDs 2,168,734 -
Realised losses - (22,287)
Net realised gains in financial assets designated at FVTPL 8,238,058 2,315,402
(Decrease)/increase in unrealised gains (2,118,601) 31,291,871
(Increase)/decrease in unrealised losses (1,285,971) 25,165,685
(Decrease)/increase in unrealised (losses)/gains in financial assets
designated at FVTPL
(3,404,572) 56,457,556
On 13 January 2025, MMI converted £23,229,084 of debt owed to the Company
into 194,358,367 common shares.
10. TRADE AND OTHER PAYABLES
2025 2024
£ £
Current liabilities:
Accruals 367,985 199,075
Unsettled trade purchases 194,692 -
562,677 199,075
The carrying amount of trade payables approximates to their fair value.
11. SHARE CAPITAL AND RESERVES
The authorised share capital of the Company is £3,000,000 divided into 300
million Ordinary shares of £0.01 each.
The issued share capital of the Company, including Treasury shares (See note
12), is as follows:
2025 2024
Number £ Number £
Opening balance 99,749,762 997,498 99,749,762 997,498
Cancellation of treasury shares (15,126,000) (151,260) - -
Issued, called up and fully paid Ordinary shares of £0.01 each
84,623,762 846,238 99,749,762 997,498
Capital risk management
In order to maintain or adjust the capital structure, the Company may adjust
the amount of dividends paid to Shareholders, return capital to Shareholders,
issue new shares or sell assets.
In accordance with the Company's Memorandum and Articles of Incorporation, the
retained earnings and distributable reserve shown in the Company's Statement
of Financial Position at the year-end are distributable by way of dividend.
The Company may carry the returns of the Company to the distributable reserve
or use them for any purpose to which the returns of the Company may be
properly applied and either employed in the business of the Company or be
invested, in accordance with applicable law. The distributable reserve
includes the amount transferred from the share premium account which was
approved by the Royal Court of Guernsey on 18 July 2008.
On 28 October 2024, following an Extraordinary General Meeting, the Company
announced the adoption of a B Share Scheme such that the Board can pursue
returns of capital over time to Shareholders by way of redemption of B Shares
following the full or partial realisation of the Company's assets. The B Share
Scheme provides the Company with a mechanism to return cash to Shareholders at
such time or times as the Board may, at its absolute discretion, determine. B
Shares may be issued to Shareholders (at no cost to Shareholders) pro
rata to their holdings of Ordinary Shares at the time of issue of the B
Shares and, shortly thereafter, redeemed and cancelled in accordance with
their terms for a cash amount not exceeding the amount treated as paid up on
the issue of the B Shares. Should this mechanism be used, the Company will not
allot any fractions of B Shares and entitlements will be rounded down to the
nearest whole B Share.
During the year ended 30 June 2025, the Company paid no dividends (2024:
£nil) from distributable reserves, as disclosed in Note 13. No B shares were
issued during the year.
Externally imposed capital requirement
There are no capital requirements imposed on the Company.
Rights attaching to shares
The Ordinary shares carry the right to vote at general meetings and the
entitlement to receive any dividends and surplus assets of the Company on a
winding up.
12. TREASURY SHARES RESERVE
2025 2024
Number £ Number £
Opening balance 26,885,262 28,022,816 16,518,762 19,767,097
Treasury shares purchased during the year 7,712,153 9,049,179 10,366,500 8,255,719
Treasury shares cancelled during the year (15,126,000) (17,773,541) - -
Closing balance 19,471,415 19,298,454 26,885,262 28,022,816
During the year ended 30 June 2025, 7,712,153 Treasury shares were purchased
at an average price of 117.34p per share (2024: 80.19p), representing an
average discount to NAV at the time of purchase of 34.22%. No Treasury shares
were sold during the year ended 30 June 2025 or 30 June 2024.
On 14 March 2025, 15,126,000 of the Company's ordinary shares of 1p each were
cancelled. The average cost of these cancelled shares was 117.50p.
13. DIVIDENDS
No dividends were declared or paid during the year or prior year.
14. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
Financial risk management objectives
The Investment Manager, Crystal Amber Asset Management (Guernsey) Limited and
the Administrator, Ocorian Administration (Guernsey) Limited provide advice to
the Company which allows it to monitor and manage financial risks relating to
its operations through internal risk reports which analyse exposures by degree
and magnitude of risk. The Investment Manager and the Administrator report to
the Board on a quarterly basis. The risks relating to the Company's operations
include credit risk, liquidity risk, and the market risks of interest rate
risk, price risk and foreign currency risk. The Board has considered the
sensitivity of the Company's financial assets and monitors the range of
reasonably possible changes in significant observable inputs on a regular
basis and does not consider that any changes are required this year to the
categories used in prior years.
Credit risk
Credit risk is the risk that the counterparty to a financial instrument will
default on its contractual obligations with the Company, resulting in
financial loss to the Company. At 30 June 2025 the major financial assets
which were exposed to credit risk included financial assets designated at
FVTPL and cash and cash equivalents.
The carrying amounts of financial assets best represent the maximum credit
risk exposure at 30 June 2025. The Company's credit risk on liquid funds is
minimised because the counterparties are banks with high credit ratings
assigned by an international credit-rating agency.
The table below shows the cash balances at the accounting date and the S&P
credit rating for each counterparty at that date.
Location Rating Cash Balance Cash Balance
2025 2024
Butterfield Bank (Channel Islands) Limited Guernsey BBB+ 10,840,652 2,183,585
Barclays Bank Plc - Isle of Man Branch Isle of Man A+ 94,810 117,590
10,935,462 2,301,175
The credit ratings disclosed above are the credit ratings of the parent
entities of each of the counterparties being The Bank of N. T. Butterfield
& Son Limited and Barclays Bank Plc.
The Company's credit risk on financial assets designated at FVTPL arises on
debt instruments. The Company's credit risk on financial assets designated at
FVTPL is considered acceptable as debt instruments make up only a small
percentage of the financial assets. The Company is also exposed to credit risk
on financial assets with its brokers for unsettled transactions. This risk is
considered minimal due to the short settlement period involved and the high
credit quality of the brokers used. There are no credit ratings available for
the debt instruments held by the Company. At 30 June 2025, £116,444,960
(2024: £106,346,715) of the financial assets of the Company were held by the
Custodian, Butterfield Bank (Guernsey) Limited.
Bankruptcy or insolvency of the Custodian may cause the Company's rights with
respect to financial assets held by the Custodian to be delayed or limited.
90% (2024: 82%) of the Company's financial assets are held by the Custodian in
segregated accounts. The Company monitors its risk by monitoring the credit
quality and financial position of the Custodian. The parent of the Custodian
has an S&P credit rating of BBB+ (2024: BBB+). The remaining balance of
financial assets of £342,087 (2024: £20,560,407) includes £94,810 (2024:
£117,590) cash held by Barclays Bank Plc, £247,277 (2024: £76,167) trade
receivables and £nil (2024: £20,187,483) loan notes issued by MMI and £nil
(2024: £179,166) loan notes issued by Sigma Broking Limited.
Liquidity risk
Liquidity risk is the risk that the Company will be unable to meet its
obligations arising from financial liabilities. Ultimate responsibility for
liquidity risk management rests with the Board of Directors, which has built
an appropriate framework for the management of the Company's liquidity
requirements.
The Company adopts a prudent approach to liquidity risk management and
maintains sufficient cash reserves to meet its obligations. All the Company's
Level 1 investments are listed and are subject to a settlement period of three
days.
The following tables detail the Company's expected and contractual maturities
for its financial assets and liabilities:
2025 Weighted average interest rate Less than 1 year More than 1 year Total
Assets £ £ £ £
Non-interest bearing 27,709,199 78,142,386 105,851,585
Variable interest rate instruments 0.29% 10,935,462 - 10,935,462
Liabilities
Non-interest bearing (562,677) - (562,677)
38,081,984 78,142,386 116,224,370
2024 Weighted average interest rate Less than 1 year More than 1 year Total
Assets £ £ £ £
Non-interest bearing 44,283,921 59,955,378 104,239,299
Variable interest rate instruments 0.29% 2,301,175 - 2,301,175
Fixed interest rate instruments 5.00% 12,445,389 - 12,445,389
Fixed interest rate instruments 7.50% 7,921,260 - 7,921,260
Liabilities
Non-interest bearing (199,075) - (199,075)
66,752,670 59,955,378 126,708,048
Market risk
The Company is exposed through its operations to market risk which encompasses
interest rate risk, price risk and foreign exchange risk.
Interest rate risk
Interest rate risk is the risk that the value of financial instruments will
fluctuate due to changes in market interest rates. The Company is exposed to
interest rate risk as it has current account balances with variable interest
rates and debt instruments at fair value through profit or loss. The Company's
exposure to interest rates is detailed in the liquidity risk section of this
note. Interest rate repricing dates are consistent with the maturities stated
in the liquidity risk section of this note.
The Investment Manager monitors market interest rates and will place interest
bearing assets at best available rates but will also take the counterparty's
credit rating and financial position into consideration.
The cash at hand balances are the only assets with variable interest rates and
the movement in variable interest rates is an immaterial amount, therefore, no
sensitivity analysis for the movement is disclosed.
Price risk
Price risk is the risk that the fair value of investments will fluctuate as a
result of changes in market prices. This risk has been historically managed
through diversification of the investment portfolio across business sectors
although there has been no guarantee that the value would not rise above 20%
of gross assets after any investment was made, particularly where it was
believed that an investment was exceptionally attractive. However, as the
Company continues to realise assets, it is inevitably exposed to concentration
risk, which will increase the weighting of the remaining holdings.
The following tables detail the Company's equity investments as at 30 June
2025:
2025
Equity Investments Sector Value Percentage of Gross Assets
£
Morphic Medical Inc USD Healthcare 78,142,386 67
De La Rue Plc Commercial Services 17,948,240 15
Sigma Broking Limited Financial Services 4,950,000 4
Allied Minds Plc Private Equity 3,794,860 3
Sutton Harbour Plc Industrial Transportation 768,822 1
Total 105,604,308 90
2024
Equity Investments Sector Value Percentage of Gross Assets
£
Morphic Medical Inc USD Healthcare 59,955,378 47
De La Rue Plc Commercial Services 31,614,000 25
Sigma Broking Limited Financial Services 6,794,101 5
Allied Minds Plc Private Equity 4,471,681 4
Sutton Harbour Plc Industrial Transportation 1,327,971 1
Total 104,163,131 82
The Company has assessed the price risk of the listed equity and debt holdings
based on a potential 25% (2024: 25%) increase/decrease in market prices, which
the Company believes represents the effect of a possible change in market
prices and provides consistent analysis for Shareholders, as follows:
At the year end and assuming all other variables are held constant:
· If market prices of listed equity and debt had been 25% higher
(2024: 25% higher), the Company's return and net assets for the year ended 30
June 2025 would have increased by £4,679,265 net of any impact on performance
fee accrual (2024: £8,235,493);
· If market prices of listed equity and debt financial instruments
had been 25% lower (2024: 25% lower), the Company's return and net assets for
the year ended 30 June 2025 would have decreased by £4,679,265, net of any
impact on performance fee accrual (2024: decreased by £8,235,493 reflecting
the effect of the equity and debt financial instruments held at the reporting
date); and
· There would have been no impact on the other equity reserves.
Concentration risk
Concentration risk is the risk that a lack of diversification exposes the
Company to heightened losses should one or more of its key investments decline
in value. This is an inherent risk of the Company's activist strategy, which
requires holding sufficiently large stakes to engage effectively with investee
companies. This risk has become more pronounced as the Company executes its
realisation strategy; successful exits from some holdings naturally increase
the portfolio weighting of the remaining assets.
As at 30 June 2025, the Company's portfolio was highly concentrated. The
largest holding, the unlisted equity investment in MMI, represented 67% of the
Company's gross assets. The top two holdings combined (MMI and De La Rue )
constituted 82% of gross assets. Following the sale of the Company's entire
holding in De La Rue in July 2025, the concentration in MMI has become even
more significant. Consequently, the Company's Net Asset Value is
disproportionately dependent on the performance and valuation of this single
asset, meaning any adverse developments affecting MMI could have a material
impact on the Company's overall financial position and returns to shareholders
The following tables detail the investments in which the Company holds more
than 20% of the relevant entities. These have been recognised at fair value as
the Company is regarded as an investment entity as set out in Note 1.
2025 Place of Business Place of Incorporation Percentage Ownership Interest
Equity Investments
Morphic Medical Inc United States United States 98.0%
2024 Place of Business Place of Incorporation Percentage Ownership Interest
Equity Investments
Morphic Medical Inc. United States United States 95.3%
Foreign exchange risk
Foreign exchange risk is the risk that the value of financial instruments will
fluctuate due to changes in foreign exchange rates and arises when the Company
invests in financial instruments and enters into transactions that are
denominated in currencies other than its functional currency. During the year,
the Company was exposed to foreign exchange risk arising from equity and debt
investments and financial instruments held in US Dollars (2024: US Dollars).
The table below illustrates the Company's exposure to foreign exchange risk at
30 June 2025;
2025 2024
£ £
Financial assets designated at FVTPL:
Unlisted equity investments denominated in US Dollars 78,142,386 59,955,378
Debt instruments denominated in US Dollars - 20,187,483
Total assets 78,142,386 80,142,861
If the US Dollar weakened/strengthened by 10% (2024: 10%) against Sterling
with all other variables held constant, the fair value of debt instruments
would increase/decrease by £nil (2024: £2,018,748) and the fair value of the
unlisted equity investments would increase/decrease by £7,814,239 (2024:
£5,995,538).
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 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 to sell an asset or
transfer a liability 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 30 June 2025 and 30 June 2024:
Level 1 Level 2 Level 3 Total
2025 £ £ £ £
Financial assets designated at FVTPL:
Equity investments - listed equity investments 17,948,235 768,825 - 18,717,060
Equity investments - unlisted equity investments - - 86,887,248 86,887,248
17,948,235 768,825 86,887,248 105,604,308
Level 1 Level 2 Level 3 Total
2024 £ £ £ £
Financial assets designated at FVTPL:
Equities investments- listed equity investments 31,614,000 1,327,971 - 32,941,971
Equities investments- unlisted equity investments - - 71,221,160 71,221,160
Debt - loan notes - - 20,366,650 20,366,650
31,614,000 1,327,971 91,587,810 124,529,781
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 but has been valued by
reference to the closing bid price in the investee company on the reporting
date.
The Level 3 equity investment in Allied Minds (which delisted on 30 November
2022) was valued at the Net Asset Value per share on 30 June 2025 converted at
an exchange rate of $1.3734 to £1 and reduced by a 25% liquidity discount to
reflect the nature and risks associated with the underlying portfolio of
Allied Minds and the likelihood of being able to realise the investment at Net
Asset Value. The Level 3 equity (and in 2024 debt) investments in MMI were
valued by reference to an independent third-party valuation commissioned by
the Company. The valuer reported a range of valuations using discounted cash
flow techniques and a probability-weighted expected returns method in the
event of a trade sale or IPO. The total valuation was then allocated through a
waterfall to the Series A shares and common stock owned by the Company. The
Level 3 equity investment in Sigma Broking Limited was valued by reference to
the valuation of three separate constituent parts, which included the broking
business, a wealth management business and Novum Investment Management.
Advanced negotiations are ongoing regarding sale of the broking business.
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:
2025 2024
£ £
Opening balance at 1 July 2024/1 July 2023 91,587,810 43,032,574
Purchases 5,263,312 7,602,881
Movement in unrealised (loss)/gain (5,440,279) 41,688,252
Sales - (536,250)
Effect of exchange rate movements (4,523,595) (199,647)
Closing balance at 30 June 2025/2024 86,887,248 91,587,810
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 30 June 2025 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.
Valuation Method Fair Value at 30 June 2025 Unobservable inputs Factor Sensitivity to changes in significant unobservable inputs
Morphic Medical Inc. Discounted cash flow and PWERM £78,142,386 Discount rate 30% An increase (decrease) in the discount rate to 2% (2%) would reduce (increase)
FV by £9.4m (£10.9m)
Revenue exit multiple used
5.00x
Discounted cash flow
An increase (decrease) in the exit multiple by 1x (1x) would increase (reduce)
FV by £4.6m (£4.6m)
An increase (decrease) in the exit multiple by 1x (1x) would increase (reduce)
FV by £0.1m (£0.1m)
Trade Sale pre FDA approval scenario
8.50x An increase (decrease) in the exit multiple by 1x (1x) would increase (reduce)
FV by £1.6m (£1.6m)
An increase (decrease) in the exit multiple by 1x (1x) would increase (reduce)
FV by £2.2m (£2.2m)
Trade Sale post FDA approval scenario
9.50x
IPO scenario
5.50x
Probability weightings
Trade Sale pre FDA approval scenario
5% An increase (decrease) in the probability assigned to the trade sale pre FDA
approval to 10% (0%)with equal weightings to the other 2 scenarios would
Trade Sale post FDA approval scenario reduce (increase) FV by £1.1m (£1.1m)
IPO scenario
47.50%
47.5%
Sigma Broking Limited Sum of Parts £4,950,000 N/A N/A N/A
Allied Minds NAV £3,794,860 Illiquidity discount 25% An increase (decrease) in the liquidity discount to 35% (to 15%) would reduce
(increase) FV by £0.5m
Valuation Method Fair Value at 30 June 2024 Unobservable inputs Factor Sensitivity to changes in significant unobservable inputs
Morphic Medical Inc. Discounted cash flow and PWERM £59,955,378 Discount rate 30% An increase (decrease) in the discount rate to 32% (28%) would reduce
(increase) FV by £9.9m (£11.6m)
7.5x A decrease (increase) in the exit multiple to 8.5x (6.5x) would reduce
Revenue Exit Multiple
(increase) FV by £7.0m (£7.0m)
An increase (decrease) in the exit multiple to 11.5x (9.5x) would reduce
(increase) FV by £3.3m £(3.3m)
Trade Sale Revenue Exit Scenario Multiple
10.5x
Probability Weightings 5% liquidation scenario An increase (decrease) in the liquidation scenario to 10% (2.5%)
47.5% trade sale post FDA approval with equal weightings to the other two scenarios would reduce (increase) FV by
£2.7m (£1.4m)
47.5%
IPO scenario
Sigma Broking Limited Third party funding £6,794,101 N/A N/A N/A
Allied Minds NAV £4,471,681 Illiquidity discount 25% An increase (decrease) in the liquidity discount to 35% (to 15%) would reduce
(increase) FV by £0.6m
15. 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 (2024: 10,000)
Ordinary shares in the Company, representing 0.01% (2024: 0.01%) of the voting
share capital of the Company at the year end.
During the year, the Company incurred management fees payable to the
Investment Manager of £690,000 (2024: £615,000) of which £115,000 were
outstanding at the year-end (2024: £nil). No performance fees were incurred
in the year (2024: £nil) and none were outstanding at the year-end (30 June
2024: £nil). Details of the revised Investment Management Agreement announced
on 23 October 2023 is included in note 17.
As at 30 June 2025, the Investment Manager held 4,067,781 Ordinary shares
(2024: 6,299,031) of the Company, representing 6.24% (2024: 8.64%) of the
voting share capital. Richard Bernstein is the majority shareholder of the
Investment Manager.
As at 30 June 2025, the Company holds its investment in MMI an unconsolidated
subsidiary due to the Company's undiluted 98% holding in the voting share
capital of MMI. There is no restriction on the ability of MMI to pay cash
dividends or repay loans, but it is unlikely that MMI will make any
distribution or loan repayments given its current strategy. During the year,
the Company purchased unsecured convertible loan notes of $2.0 million (not
driven by any contractual obligation) for the purpose of supporting MMI in
pursuing its strategy. These loan notes were converted to equity in January
2025. After conversion, the Company made an additional equity investment of
$4.0 million in MMI.
MMI was incorporated in Delaware, had five wholly owned subsidiaries as at 30
June 2025 and its principal place of business is Boston. The five subsidiaries
were as follows:
· Morphic Medical Securities Inc., a Massachusetts-incorporated
non-trading entity;
· Morphic Medical Europe Holding B.V., a Netherlands-incorporated
non-trading holding company;
· Morphic Medical Europe B.V., a Netherlands-incorporated company
that conducts certain European business operations;
· Morphic Medical Germany GmbH, a German-incorporated company that
conducts certain European business operations; and
· Morphic Medical UK Ltd, a UK-incorporated company that conducts
UK business operations.
16. DIRECTORS' INTERESTS AND REMUNERATION
The interests of the Directors in the share capital of the Company at the year
end and as at the date of this report are as follows:
2025 2024
Number of Ordinary shares Total Number of Ordinary shares Total
voting rights voting rights
Christopher Waldron ((1)*) 30,000 0.04% 30,000 0.04%
Jane Le Maitre ((1)) 13,500 0.02% 13,500 0.02%
Fred Hervouet 7,500 0.01% 7,500 0.01%
Total 51,000 0.07% 51,000 0.07%
(1) Ordinary shares held indirectly
*held by persons closely associated to him
During the year, the Directors earned the following remuneration in the form
of Directors' fees from the Company:
2025
2024
£ £
Christopher Waldron((1)) 47,500 47,500
Jane Le Maitre((2)) 42,500 42,500
Fred Hervouet((3)) 40,000 40,000
Total 130,000 130,000
((1)) Chairman of the Company with effect from 23 November 2017.
((2)) Chairman of Audit Committee with effect from 4 January 2018.
((3)) Chairman of Remuneration and Management Engagement Committee with effect
from 22 November 2019
At 30 June 2025, Directors' fees of £32,500 (2024: £32,500) were accrued
within trade and other payables.
17. MATERIAL AGREEMENTS
The Company was party to the following material agreements:
Crystal Amber Asset Management (Guernsey) Limited
In accordance with the revised Investment Management Agreement approved by
shareholders on 7 March 2022 the management fee payable to the investment
manager was intended to cease on 31 December 2023. In order to ensure that the
Fund continued to have active portfolio management post 2023, a new Investment
Management Agreement was agreed with the Investment Manager on 25th October
2023. It was agreed that the Fund would continue to pay a monthly management
fee to the Investment Manager calculated on the basis of amounts paid in 2023.
Accordingly, the IMA was amended such that from 1 January 2024, the monthly
fee due to the Investment Manager was £57,500 (£690,000 annually, as per
2023). This fee equates to approximately 0.58% of the current NAV on an annual
basis. The monthly management fee will be subject to review by the Fund on one
month's notice and will be formally reviewed by the Board at regular
intervals. It is intended that this will provide the Fund with flexibility and
control, depending on the status of the portfolio and progress with
realisations.
In accordance with the revised Investment Management Agreement, the
performance fee will continue to 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 10p per Ordinary Share declared on 22
December 2021) in excess of a threshold of £216,000,000.
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 30 June 2025, the Investment Manager held 4,067,781 Ordinary shares (30
June 2024: 6,299,031) of the Company, representing 6.24% (30 June 2024: 8.64%)
of the voting share capital.
Performance fee for year ended 30 June 2025
At 30 June 2025, the Basic Performance Hurdle was £216,000,000 (as adjusted
for all dividends paid during the performance period on their respective
payment dates, compounded at the applicable annual rate) (2024:
£216,000,000).
The aggregate cash returned to Shareholders since 1 January 2022 has been
£63,249,905 (2024: £54,200,729). Accordingly, no performance fee was earned
during the year ended 30 June 2025 (2024: £nil).
Ocorian Administration (Guernsey) Limited
The Administrator provides administration and company secretarial services to
the Company. For these services, the Administrator is paid an annual fee of
0.12% (2024: 0.12%) of that part of the NAV of the Company up to £150 million
and 0.1% (2024: 0.1%) of that part of the NAV over £150 million (subject to a
minimum of £75,000 per annum). During the year, the Company incurred
administration fees of £164,781 (2024: £96,841).
Butterfield Bank (Guernsey) Limited
Under the custodian agreement, the Custodian receives a fee, calculated and
payable quarterly in arrears at the annual rate of 0.05% (2024: 0.05%) of the
NAV per annum, subject to a minimum fee of £25,000 per annum. Transaction
charges of £100 per trade for the first 200 trades processed in a calendar
year and £75 per trade thereafter are also payable. During the year, the
Company incurred custodian fees of £61,377 (2024: £40,186).
18. ULTIMATE CONTROLLING PARTY
In the opinion of the Directors and on the basis of the shareholdings advised
to them, the Company has no ultimate controlling party.
19. POST BALANCE SHEET EVENTS
The Company sold all its shares in De La Rue plc for £18,017,439, at £1.30 a
share, following a takeover and the Scheme of Arrangement becoming effective
on 2 July 2025. Cash proceeds were received on 16 July 2025.
In July 2025, the Company purchased 3,125,000 shares in MMI at a cost of $1.5
million. In August 2025, the Company purchased 4,166,667 shares in MMI at cost
of $2.0 million.
Except for the above, there were no material events after the year end to the
date on which these Financial Statements were approved.
Glossary of Capitalised Defined Terms
"AEOI Rules" means the Automatic Exchange of Information Rules;
"AGM" or "Annual General Meeting" means the annual general meeting of the
Company;
"AIF" means Alternative Investment Funds;
"AIFM" means AIF Manager;
"AIFM Directive" means the EU Alternative Investment Fund Managers Directive
(no. 2011/61/EU);
"AIC" means the Association of Investment Companies;
"AIC Code" means the 2019 AIC Code of Corporate Governance;
"AIM" means the AIM market of the London Stock Exchange;
"Annual Report" means the annual publication of the Company to the
Shareholders to describe its operations and financial conditions, together
with the Company's financial statements;
"APMs" means Alternative Performance Measures.
"Articles of Incorporation" or "Articles" means the articles of incorporation
of the Company;
"Audited Financial Statements" or "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;
"Australian Stock Exchange" means the Australian Stock Exchange Limited;
"Basic Performance Hurdle" means the threshold return of aggregated cash
returned to shareholders after 1 January 2022 return for Performance Fee. The
performance fee is payable at a rate of 20% of the excess amount;
"Board" or "Directors" or "Board of Directors" means the directors of the
Company;
"CEO" means chief executive officer;
"CE Mark" means a certification mark that indicates conformity with health,
safety, and environmental protection standards;
"CFD" means Contract For Difference financial instrument;
"Committee" means the Audit Committee of the Company;
"Company" or "Fund" means Crystal Amber Fund Limited;
"Companies Law" means the Companies (Guernsey) Law, 2008, (as amended);
"CRS" means Common Reporting Standard;
"EBITDA" means earnings before interest, taxes, depreciation and amortisation;
"EGM" or "Extraordinary General Meeting" means an extraordinary general
meeting of the Company;
"FATCA" means Foreign Account Tax Compliance Act;
"FCA" means the Financial Conduct Authority;
"FDA" means the United States Food and Drug Administration;
"FRC" means the Financial Reporting Council;
"FRC Code" means the UK Corporate Governance Code 2018 published by the FRC;
"FV" means Fair Value;
"FVTPL" means Fair Value Through Profit or Loss;
"GFSC" means the Guernsey Financial Services Commission;
"GFSC Code" means the GFSC Finance Sector Code of Corporate Governance as
amended from time to time.
"Gross Asset Value" means the value of the assets of the Company, before
deducting its liabilities, and is expressed in Pounds Sterling;
"IAS" means international accounting standards as issued by the Board of the
International Accounting Standards Committee;
"IASB" means the International Accounting Standards Board;
"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;
"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;
"Investment Adviser" means Crystal Amber Advisers (UK) LLP
"Investment Manager" means Crystal Amber Asset Management (Guernsey) Limited
"Investment Management Agreement" means the 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.
Additionally, the Investment Management Agreement was further amended and
restated on 14 February 2022 and further amended on 25 October 2023.
"IPEV Capital Valuation Guidelines" means the International Private Equity and
Venture Capital Valuation Guidelines on the valuation of financial assets;
"KPMG" means KPMG Audit Limited;
"LSE" or "London Stock Exchange" means the London Stock Exchange Plc;
"Market Capitalisation" means the total number of Ordinary shares of the
Company multiplied by the closing share price;
"MMI" means Morphic Medical Inc.;
"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;
"NMPI" means Non-Mainstream Pooled Investments;
"Ordinary share" means an allotted, called up and fully paid Ordinary share of
the Company of £0.01 each;
"PWERM" means Probability Weighted Expected Return Method
"Risk Committee" means the Risk Committee of the Investment Manager;
"S&P" means Standard & Poor's Credit Market Services Europe Limited, a
credit rating agency registered in accordance with Regulation (EC) No
1060/2009 with effect from 31 October 2011;
"Smaller Companies Index" means an index of small market capitalisation
companies;
"SME" means small and medium sized enterprises;
"SORP" means Statement of Recommended Practice;
"Stewardship Code" means the Stewardship Code of the Company adopted from 14
June 2016, as published on the Company's website www.crystalamber.com
(http://www.crystalamber.com) ;
"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;
"UK Stewardship Code" means the UK Stewardship Code published by the FRC in
July 2010 and revised in September 2012;
"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;
"US Federal Reserve" means the Federal Reserve System, the central banking
system of the US; and
"£" or "Pounds Sterling" or "Sterling" means British pounds sterling and
"pence" means British pence.
Alternative Performance Measures (Unaudited)
ALTERNATIVE PERFORMANCE MEASURES ("APMs")
The Company assesses its performance using a variety of measures that are not
specifically defined under IFRS and therefore termed APMs. The APMs that are
used may not be directly comparable with those used by other companies.
ONGOING CHARGES
Ongoing charges are calculated using the AIC Ongoing Charges methodology,
which was last updated in October 2024 and is available on the AIC website
(theaic.co.uk). They represent the Company's investment management fee and all
other operating expenses, excluding currency loss/profit, ad-hoc costs
associated with portfolio transactions, ad-hoc research expenses and
non-recurring legal and professional fees and are expressed as a percentage of
the average Net Asset Value for the year. The Board continues to be conscious
of expenses and works hard to maintain a sensible balance between good quality
service and cost. The ongoing charges calculation is shown below:
2025 2024
£ £
Average NAV for the year (a) 123,992,059 87,294,715
Investment management fee 690,000 615,000
Other company expenses 878,265 691,411
Total recurring company expenses (b) 1,568,265 1,306,411
Ongoing Charges Ratio (b/a) 1.26% 1.50%
NET ASSET VALUE ("NAV")
The NAV is the net assets attributable to shareholders that is, total assets
less total liabilities, expressed as an amount per individual share.
NAV PER SHARE INCLUDING DIVIDENDS
A measure showing how the NAV per share has performed in the year, taking into
account both capital returns and dividends paid to shareholders.
NAV total return is calculated by adjusting for dividends paid. It considers
the changes in market value as well as other surges of income such as
dividends expressed as a percentage. It shows a more accurate valuation of a
stock's return.
The AIC shows NAV total return as a percentage change from the start of the
year. It assumes that dividends
(https://www.theaic.co.uk/aic/glossary/D?item=989) paid to shareholders are
reinvested at NAV at the time the shares are quoted ex-dividend
(https://www.theaic.co.uk/aic/glossary/E?item=993)
2025 2024
Pence Pence
NAV PER SHARE INCLUDING DIVIDENDS
Opening NAV per share (a) 173.90 93.33
Add Dividends for the year (b) - -
Opening NAV per share (c) 173.90 93.33
Closing NAV per share (d) 178.39 173.90
Movement in NAV per share in the year (e) = (d) - (c) 4.49 80.57
NAV per share including Dividends (f) = (a) + (b) + (e) 178.39 173.90
Increase/(Decrease)/ in NAV per share in the year (g) = (f) - (a) 4.49 80.57
Percentage increase/(decrease)/ in NAV per share in the year 2.6% 86.3%
(h) = (g) / (a) * 100
Net Asset Value ("NAV") per share including dividends paid increased by 2.6%
(2024: increase 86.3%).
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