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REG - Crystal Amber Fund - Half-year Report

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RNS Number : 5958T  Crystal Amber Fund Limited  21 March 2023

Crystal Amber Fund Limited

 

Interim Report and Unaudited Condensed Financial Statements

 

For the six months ended 31 December 2022

 

 

Key Points

 

·      Total returns in the six months ended 31 December 2022 were 4.4%
(£16.6 million) reflecting total dividend payments of 20p per share (two 10p
dividends) during the period. As a result, Net Asset Value ("NAV") per share
fell by 10% over the period to 130.05p per share.

·      The Fund's performance compares to a 1.3% increase in the Numis
Small Cap Index.

·      Further progress in delivering profitable exits, with disposals
of Equals Group plc and Board Intelligence Limited realising profits in the
period of £7.8 million.

·      Recommended offer for Hurricane Energy plc announced post period
end in March 2023 following formal sale process.

·      De la Rue cut profit guidance by a third at its October interims.

·      GI Dynamics enrolled its first patients to the clinical trial in
India.

·      The Fund undertook no buybacks during the period. Share price
discount to NAV averaged 22.7%.

·      Crystal Amber Fund named as the sixth most influential global
activist investor of 2022 by Insightia delivering a return of 27.9%.

 

For further enquiries please contact:

 

Crystal Amber Fund Limited

Chris Waldron (Chairman)

Tel: 01481 742 742

www.crystalamber.com (http://www.crystalamber.com)

 

Allenby Capital Limited - Nominated Adviser

David Worlidge/Jeremy Porter/Dan Dearden-Williams

Tel: 020 3328 5656

 

Winterflood Investment Trusts - Broker

Joe Winkley/Neil Langford

Tel: 020 3100 0160

 

Crystal Amber Advisers (UK) LLP - Investment Adviser

Richard Bernstein

Tel: 020 7478 9080

 

 

 

((1)) All capitalised terms are defined in the Glossary of Capitalised Defined Terms unless separately defined.

Chairman's Statement

 

During the six month period to 31 December 2022, and following the return of
£16.6 million to shareholders, net asset value fell from £120.7 million
(145.03 pence per share) to an unaudited NAV of £108.2 million (130.05 pence
per share). The Fund's underlying total return per share was 4.4% which
compares to a 1.3% increase in the Numis Small Cap Index in the same period.

 

The period under review saw the fallout from the UK Government's mini-budget
as well as a succession of increases in global interest rates. Inflation moved
to generationally high levels and geopolitical tensions continued in Europe
and Asia. The market impact of interest rate rises has initially been most
visible in the derating of technology stocks, as increased discount rates mean
that high multiples of future earnings are harder to justify. However, since
the period end, the consequences of higher rates are also all too evident in
the banking sector, where significant unrealised losses in bond holdings have
called into question the true strength of many balance sheets. This crisis of
confidence has now led to the forced acquisition of Credit Suisse by UBS and
will surely see banks becoming even more risk-averse in their lending. This is
likely to result in a tightening of financial conditions and may well usher in
a general economic slowdown later this year, which to some extent is already
being anticipated by commodity prices, which have abated in the expectation
that higher rates will slow economic growth. Against this, the reopening of
China following its change of Covid policies may provide some support to the
global economy.

 

In March last year the Fund's investment strategy was recast to focus on
maximising returns to shareholders through timely disposals and the Board is
pleased with the Manager's disciplined and targeted progress in realising the
Fund's holdings in this period. This was evidenced by timely and profitable
disposals during the period of the Fund's residual holding in Equals Group plc
("Equals"), which at the start of the period amounted to 10% of the issued
share capital of Equals. It is worth remembering that in 2020, the Fund was
able to opportunistically increase its holding in Equals at less than 30p a
share. These final disposals achieved an average price of 87p a share.

 

The inevitable consequence of the continued and successful return of capital
is that it has resulted in a portfolio with a very high concentration of
holdings and associated combined lower liquidity. However, it is important to
emphasise that there is little value for shareholders in a fire sale of the
Fund's assets and that the Board is fully supportive of the Manager's patient
approach to the Fund's remaining holdings. This is particularly evident with
Hurricane, where over the last three years the Fund's engagement has
transformed the outlook from a near wipeout of equity value to a live bid
situation. The Board is also hopeful that the Fund's continuing engagement and
agitation for change will lead to improvements at De La Rue, although this has
proved to be a frustrating process. This and other core holdings are covered
in more detail below in the Investment Manager's Report.

 

The Board remains optimistic that the Fund will return significant disposal
proceeds to shareholders in the second half of 2023, although clearly this
will be significantly influenced by the outcome of the current bid for
Hurricane. Nevertheless, the priority of the Board is to maximise the level of
return, rather than to work to an arbitrary deadline and it is likely that
certain assets will remain within the portfolio into 2024. Given that this
will further reduce liquidity, the Board anticipates consulting with
shareholders later in 2023 to discuss the future structure of the Fund.

 

 

 

 

 

Christopher Waldron

Chairman

20 March 2023

 

 

Investment Manager's Report

 

Strategy and performance

 

On 31 December 2022, investments in six companies represented 100% of NAV.

 

During the period, the Fund exited its positions in Equals Group plc and Board
Intelligence Limited realising a combined gain of £7.8 million. The Fund
continued to support progress at GI Dynamics with an investment of £2.3
million during the period.

 

The key contributors to performance during the period were Hurricane Energy
(3.8%) and Equals Group (2%). Allied Minds plc was the main detractor (-2.9%).

 

Investee companies
 
Hurricane Energy plc ("Hurricane")
The Fund has been a shareholder in Hurricane for ten years. The investment case was based on providing capital to explore and produce oil from fractured basements in the west of Shetland region of the UK continental shelf. Exploration has proved successful and the production of more than 10 million barrels has been achieved.
Over the last decade, there has been a sea change in both attitudes and actions relating to fossil fuels, the importance of oil supplies as a national strategic asset and more recently, windfall taxes. Each has had a significant impact. The investment journey has had its good times and bad times. Prior to Covid, Crystal Amber banked profits of £43 million and retained a shareholding of just over 5%
The Fund has previously described events since the spring of 2020, which culminated in the High Court agreeing with Crystal Amber and refusing to sanction the Hurricane board's attempt to force through a highly dilutive debt for equity swap. At the time, Hurricane claimed that without a debt for equity swap, bondholders would not be able to recover more than 56% of their investment. The board had proposed that $50 million of the $230 million repayable to bondholders be converted into 95% of Hurricane's equity, with the remaining $180 million debt earning cash interest of 9.4% per annum plus payment in kind interest of 5% per annum. Hurricane's share price weakness enabled the Fund to increase its shareholding to 28.9% and as a result, substantially reduce the average cost of its remaining holding to 6.7p per share.
Last week's announcement of a takeover offer is expected, on the basis that the acquisition is completed, to enable the Fund to receive a further cash monetisation of £34.5 million and participate in future contingent payments of up to a further £37.3 million. To date, we do not believe that Hurricane has adequately communicated the rationale for and merits of the proposed takeover offer.
The best way to achieve price discovery is to conduct an auction, advertise it and secure the best offer. The formal sale process ran for more than four months and attracted interest from several parties. Both Hurricane Energy and Crystal Amber consider the offer from Prax Exploration & Production PLC ("Prax") to be the most attractive offer submitted.
The Prax offer reduces the downside risk of the shares whilst providing visibility of upside far greater than if Hurricane was to remain as an independent single well operator with steadily declining production. Whilst the enterprise value is linked to future revenues at Hurricane, critically, it will also include revenues from future acquisitions by Hurricane, funded by Prax. Having met the Mergers and Acquisitions team at Prax, Crystal Amber believes that Prax has the firm intention of using the Hurricane vehicle to make significant acquisitions. For context, the P6 well at Hurricane currently produces 7,700 barrels a day. Were Prax to make an acquisition producing 10,000 barrels a day, based on $80 a barrel, Crystal Amber believes that Hurricane shareholders would be entitled to 2p per share per annum from this one acquisition. This would be in addition to approximately 1.5p a share from the P6 well.

Given Hurricane management's failure in September 2022 to achieve regulatory
approval for its "P8" well after trumpeting its potential and fast payback to
investors, Hurricane, under its present management, has no further growth
potential. The Fund has lost confidence in Hurricane's management and has
concluded that the North Sea Transition Authority will not sanction any
further exploration or production. However, with Prax as the new owners, it
will be possible for existing Hurricane shareholders to benefit from deferred
consideration payments.

 

The Fund has estimated that, if the Prax offer fails meaning that Hurricane
continues as an independent company and depending on P6 well performance,
shareholders in Hurricane would only ultimately receive between 5p and 8.5p.
By contrast, this takeover offer provides growth potential which the Fund
believes will deliver a far more capable and commercial management that is
motivated to ensure that the contingent consideration of 6.48p per share is
paid to Hurricane shareholders, resulting in Hurricane shareholders receiving
12.5p per share. Crystal Amber also believes that Hurricane's tax losses will
provide Prax with significant incentives to purchase production assets, all of
which will deliver existing Hurricane shareholders with what is effectively
royalty income through to December 2026.

 

This outcome should also be seen in context. Firstly, the share prices of
several of Hurricane Energy's peer group have fallen by 40% over recent
months, Secondly, had Crystal Amber not succeeded in blocking the proposed and
unnecessary debt restructure, which would have resulted in shareholders owning
just five per cent of the company, this exit results in shareholders achieving
a return 19 times greater, as a result of the then proposed 95% dilution to
shareholders not being approved by the Court. Thirdly, over the last 12
months, it is widely acknowledged that the fiscal regime has become much more
onerous, making the North Sea far less attractive region in which to invest.
As a result, Crystal Amber is supportive of the offer from Prax and for the
above reasons the Fund has agreed to provide an irrevocable undertaking to
vote in favour of the Acquisition. Crystal Amber believes that Hurricane will
be a very good investment for Prax. The purchase has been structured so that
existing Hurricane shareholders will benefit financially from the success of
Prax.

 

De La Rue

The past is often a reliable indicator of the future. During the period under
review, De La Rue delivered its third profit warning of 2022. Since January
2022, the Fund has found it necessary to update De La Rue shareholders on the
faltering turnaround plan and offer solutions, which management has repeatedly
ignored.  De La Rue management chose instead to blame both Crystal Amber, as
a long-term significant shareholder and incredibly, in November, its auditor
EY, for arriving at the same conclusions as Crystal Amber. The failure of the
De La Rue executives and the board as a whole to take responsibility for
mistakes and instead blame others is symptomatic of their inability to grasp
the nature of De La Rue's predicament.

 

In September 2022, we stated that De La Rue stands out as a case study of how
poor leadership is the ultimate destroyer of shareholder returns.  In July
2020, De La Rue completed a £100 million fundraise which was priced at 110
pence a share. Crystal Amber provided £18 million of this funding and at the
time was an 18% shareholder in De La Rue. The "honeymoon" period following the
fundraise and a buoyant market within its currency division resulted in the
share price increasing by 70% and Crystal Amber reduced its shareholding to
just under 10%.

 

In early July 2022, the Fund wrote to the Chairman and Chief Executive of De
La Rue to request that Crystal Amber, as a near 10% shareholder, be invited to
nominate a director in a non-executive capacity. At the end of September 2022,
it was disappointing to be informed by De La Rue that it had rejected this
request.

 

On page 14 of De La Rue's interim results released in November 2022, a
reference was made to a material uncertainty going concern audit
qualification. This relates to potential banking covenant breaches. Coming
only two years after the £100 million equity raise in July 2020, market
participants were understandably alarmed, and the share price fell sharply.
Immediately following the publication of the interim results, Crystal Amber
wrote to the directors of De Le Rue in a personal capacity. In that letter,
Crystal Amber highlighted several specific concerns, including the effect on
revenues and profits of making 300 staff redundant at the Kenyan print
facility and ceasing print operations. The company wrote to deny that this was
the case. However, on 20 January 2023, it announced the closure of its Kenyan
print facilities. Whilst it said that this was not expected to affect revenues
to March 2023, it made no reference to the effect on revenues for the year
commencing on 1 April 2023. Revenues from Kenya comprise around 12% of total
revenues from the Currency division.

 

De La Rue's current market capitalisation is £103 million. Adjusting for the
2020 capital raise would bring this down to £3 million.  When Kevin
Loosemore became Chairman in October 2019, before the £100 million fundraise,
De La Rue's market capitalisation was £205 million. Immediately prior to
announcing the 2020 fundraise, De La Rue's market capitalisation was £125
million. This is a like-for-like 98% reduction in returns to shareholders.

Management has sought to blame factors outside of its control. However, the
blunt reality is that it has made operational and strategic mistakes. Margins
have shrunk because De La Rue has failed to secure new business in both its
Currency and Authentication divisions. Despite savage cost-cutting, margins in
both divisions are unacceptable. Driving down costs in an attempt to avoid a
fourth profit warning is not a good strategy. It is revenue that matters:
removing headcount means that when business is won, orders cannot be
fulfilled. Even after significant investment funded by shareholders, the
business still fails to generate cash and it is all too evident that the
turnaround plan has failed.

 

 

GI Dynamics Inc ("GI Dynamics")

GI Dynamics is focused on the worldwide pandemic in Type 2 diabetes and
obesity. Crystal Amber owns 81% of its fully diluted share capital.

 

In December 2022, Diabetes Care and the American Diabetes Association
published a paper demonstrating the benefits of GID's 60cm impermeable
fluoropolymer endoscopically implanted sleeve. Of over 3,000 patients treated,
mean weight loss was 13.3kg (11.1% in body weight). There was also a
considerable reduction in blood pressure and cholesterol.

 

The company initiated enrolment in its Indian clinical trial, with first
patient recruitment achieved during the period. This is being carried out in
conjunction with its local partner, Apollo Sugar. GI Dynamics also continued
enrolling in the US FDA trial during the period. Having secured approval for
changes to its enrolment criteria in the US, the company expects to improve
the speed of enrolment.

 

The company continues to work towards CE Mark approval which is now expected
before the end of 2023. The Fund invested an additional £2.3 million over the
period and remains committed to supporting the company as GI Dynamics pursues
its goal of regaining the CE Mark designation and advancing with its FDA
trial.

 

Allied Minds

Allied Minds is an investor in technology and life science sectors and
operates as a private equity firm of early-stage companies. The Fund first
invested in November 2018 and it owns 18.4% of the company's issued share
capital.

 

In November 2022, the company delisted from the market to reduce costs and
preserve cash as it pursues its strategy to realise assets. The company guided
to a $2.2 million saving and the Fund agreed to support the delisting on the
condition that a member of the Investment Adviser would join its board.
Delisting followed a formal sale process initiated in March 2022 that did not
yield interest at a sufficiently attractive level.

 

Since delisting, the company has undertaken a review of internal costs and
external providers. As a result, it is outsourcing its finance function to a
third-party supplier. This is expected to result in annualised savings of over
$1 million.

 

In May 2022, Federated Wireless completed its last funding round at a $302
million valuation. Allied Minds owns 24% of the company. Over the year,
Federated Wireless delivered a 75% revenue growth to $19 million and finished
the year with a $35 million cash position. The company delivers private
wireless and shared spectrum services. While the company has attractive
contract pipelines ahead, near term growth might be held back by economic
uncertainty.

 

Orbital Sidekick raised a $10 million extension of its Series A round in which
Allied Minds did not participate. The company is now funded to launch four
satellites in 2023. The first two of those are due to be launched in Q2 2023.
Those could result in higher margin revenues for large private and public
contracts in energy, defence and climate technology. Allied Minds owns 16% of
the company's equity and the post-money valuation of the last round was $57
million.

 

In September 2022, Bridgecomm completed a funding round at a valuation of
$11.5 million. Allied Minds owns a 40% fully diluted stake. In early 2023,
Bridgecomm raised an additional $1.5 million investment from a trade partner.
The company's optical communications solutions enable high transmission rates
of data in space, space to air and on the ground. Bridgecomm continues to
progress toward a one-kilometre demonstration of this technology. Those
solutions can fill in where laying fibre optic is difficult or impossible. The
one-kilometre test is targeting end of June 2023 and would open
multi-million-dollar contract opportunities.

 

OcuTerra (formerly SciFluor Life Sciences) is progressing with the patient
enrolment for its clinical trial, with over 25% of the trial patients
enrolled. The phase 2 trial will assess efficacy and safety of its eye drop
treatment for Diabetic Retinopathy. Allied Minds owns a 14% stake in the
company. Its funding round in November 2021 valued the company at $51 million.

 

Concirrus, the business that acquired the IP assets of Spark Insights in
November 2021 has been acquired for a consideration that resulted in no
payment for Allied Mind's common stock.

 

Hedging activity

The Fund did not engage in hedging activity during the period.

 

Realisations

The Fund realised total net gains of £7.1 million in the period. These relate
mainly to the sales of Equals Group (£8.1 million gain), offset by realised
losses in De la Rue and Board Intelligence.

 

Outlook

With an extremely concentrated portfolio and with visibility of significant
cash returns from a successful takeover of Hurricane Energy, the Fund hopes to
accelerate its return of capital programme, whilst retaining sufficient
liquidity to continue to fund growth at GI Dynamics and protect the value of
its holding in De La Rue.

 

 

Crystal Amber Asset Management (Guernsey) Limited

20 March 2023

 

 

 

Condensed Statement of Profit or Loss and Other Comprehensive Income (Unaudited)

For the six months ended 31 December 2022

 

 

                                                                                                               Six months ended 31 December              Six months ended 31 December
                                                                                                               2022                                      2021
                                                                                                               Revenue     Capital      Total            Revenue      Capital      Total
                                                                       Note                                    £           £            £                £            £            £
 Income
 Dividend income from listed investments                                                                       -           -            -                20,311       -            20,311
 Interest received                                                                                             10,182      -            10,182           -            -            -
                                                                                                               10,182      -            10,182           20,311       -            20,311
 Net gains/(losses) on financial assets designated at FVTPL and derivatives
 held for trading
 Equities
 Net realised gains/ (losses)                                          4                                       -           7,135,460    7,135,460        -            (3,103,595)  (3,103,595)
 Movement in unrealised (losses) / gains                               4                                       -           (2,393,065)  (2,393,065)      -            2,564,126    2,564,126
 Debt Instruments
 Movement in unrealised gains                                          4                                       -           327,869      327,869          -            92,097       92,097
                                                                                                               -           5,070,264    5,070,264        -            (447,372)    (447,372)
 Total income/(expense)                                                                                        10,182      5,070,264    5,080,446        20,311       (447,372)    (427,061)

 Expenses
 Transaction costs                                                                                             -           38,624       38,624           -            96,331       96,331
 Exchange movements on revaluation of investments and working capital                                          (3,401)     (40,747)     (44,148)         (83,682)     (723,899)    (807,581)
 Management fees                                                       9                                       540,000     -            540,000          880,981      -            880,981
 Directors' remuneration                                                                                       65,000      -            65,000           65,000       -            65,000
 Administration fees                                                                                           60,435      -            60,435           79,003       -            79,003
 Custodian fees                                                                                                27,626      -            27,626           91,301       -            91,301
 Audit fees                                                                                                    30,488      -            30,488           17,755       -            17,755
 Other expenses                                                                                                184,066     -            184,066          193,473      -            193,473
                                                                                                               904,214     (2,123)      902,091          1,243,831    (627,568)    616,263
 Return/(loss) for the period                                                                                  (894,032)   5,072,387    4,178,355        (1,223,520)  180,196      (1,043,324)

 Basic and diluted earnings/(loss) per share (pence)                   2                                       (1.07)      6.09         5.02             (1.46)       0.22         (1.25)

 

 

 

 

 

All items in the above statement derive from continuing operations.

 

The total column of this statement represents the Company's Statement of
Profit or Loss and Other Comprehensive Income prepared in accordance with
IFRS. The supplementary information on the allocation between revenue return
and capital return is presented under guidance published by the AIC.

 

The Notes to the Unaudited Condensed Financial Statements form an integral
part of these Interim Financial Statements.

Condensed Statement of Financial Position (Unaudited)

As at 31 December 2022

 

 

 

                                                                                                              As at               As at               As at
                                                                                                              31 December         30 June             31 December
                                                                                                              2022                2022                2021
                                                                                                              (Unaudited)         (Audited)           (Unaudited)
                                                                        Notes                                 £                   £                   £
 Assets
 Cash and cash equivalents                                                                                    177,083             47,370              106,075
 Trade and other receivables                                                                                  77,314              70,728              95,796
 Financial assets designated at FVTPL and derivatives held for trading  4                                     108,290,491         120,862,525         119,352,781
 Total assets                                                                                                 108,544,888         120,980,623         119,554,652

 Liabilities
 Trade and other payables                                                                                     306,148             274,039             181,808
 Total liabilities                                                                                            306,148             274,039             181,808

 Equity
 Capital and reserves attributable to the Company's equity shareholders
 Share capital                                                          6                                     997,498             997,498             997,498
 Treasury shares reserve                                                7                                      (19,767,097)        (19,767,097)        (19,614,035)
 Distributable reserve                                                                                        61,394,708          78,040,908          86,378,909
 Retained earnings                                                                                            65,613,631          61,435,275          51,610,472
 Total equity                                                                                                 108,238,740         120,706,584         119,372,844

 Total liabilities and equity                                                                                 108,544,888         120,980,623         119,554,652

 NAV per share (pence)                                                  3                                     130.05              145.03              143.19

 

 

 

The Interim Financial Statements were approved by the Board of Directors and
authorised for issue on 20 March 2023.

 

 

 

 

 

 

Christopher Waldron
 
Jane Le Maitre

Chairman
 
                Director

20 March 2023
 
20 March 2023

 

 

 

The Notes to the Unaudited Condensed Financial Statements form an integral
part of these Interim Financial Statements.

Condensed Statement of Changes in Equity (Unaudited)

For the six months ended 31 December 2022

                                                  Share    Treasury      Distributable  Retained earnings

                                                  Capital  Shares        Reserve        Capital     Revenue      Total       Total Equity
                                            Note  £        £             £              £           £            £           £
 Opening balance at 1 July 2022                   997,498  (19,767,097)  78,040,908     68,401,964  (6,966,688)  61,435,276  120,706,585
 Purchase of Ordinary shares into Treasury  7     -        -             -              -           -            -           -
 Dividends paid in the period               8     -        -             (16,646,200)   -           -            -           (16,646,200)
 Return for the period                            -        -             -              5,072,387   (894,032)    4,178,355   4,178,355
 Balance at 31 December 2022                      997,498  (19,767,097)  61,394,708     73,474,351  (7,860,720)  65,613,631  108,238,740

 

 

 

 

 

 

 

 

 

For the six months ended 31 December 2021

                                                  Share    Treasury      Distributable  Retained earnings

                                                  Capital  Shares        Reserve        Capital     Revenue      Total        Total Equity
                                            Note  £        £             £              £           £            £            £
 Opening balance at 1 July 2021                   997,498  (19,191,639)  88,472,333     57,984,984  (5,331,188)  52,653,796   122,931,988
 Purchase of Ordinary shares into Treasury  7     -        (422,396)     -              -           -            -            (422,396)
 Dividends paid in the period               8     -        -             (2,093,424)    -           -            -            (2,093,424)
 Return for the period                            -        -             -              180,196     (1,223,520)  (1,043,324)  (1,043,324)
 Balance at 31 December 2021                      997,498  (19,614,035)  86,378,909     58,165,180  (6,554,708)  51,610,472   119,372,844

 

 

 

 

 

 

 

 

 

 

The Notes to the Unaudited Condensed Financial Statements form an integral
part of these Interim Financial Statements.

Condensed Statement of Cash Flows (Unaudited)

For the six months ended 31 December 2022

 

                                                              Six months    Six months
                                                              ended         ended
                                                              31 December   31 December
                                                              2022          2021
                                                              (Unaudited)   (Unaudited)
                                                              £             £
 Cash flows from operating activities
 Dividend income received from listed investments             -             20,311
 Bank interest received                                       10,182        -
 Management fees paid                                         (540,000)     (880,981)
 Directors' fees paid                                         (65,000)      (65,000)
 Other expenses paid                                          (277,090)     (61,164)
 Net cash outflow from operating activities                   (871,908)     (986,834)

 Cash flows from investing activities
 Purchase of equity investments                               (1,152,316)   (20,521,735)
 Sale of equity investments                                   19,612,051    23,716,999
 Purchase of debt instruments                                 (2,273,290)   (4,802,643)
 Sales of debt instruments                                    1,500,000     -
 Transaction charges on purchase and sale of investments      (38,624)      (118,813)
 Net cash inflow/(outflow) from investing activities          17,647,821    (1,726,192)

 Cash flows from financing activities
 Purchase of Company shares into Treasury                     -             (557,542)
 Dividends paid                                               (16,646,200)  (2,093,424)
 Net cash outflow from financing activities                   (16,646,200)  (2,628,470)

 Net decrease in cash and cash equivalents during the period  129,713       (5,341,496)
 Cash and cash equivalents at beginning of period             47,370        5,447,571
 Cash and cash equivalents at end of period                   177,083       106,075

 

 

 

 

 

The Notes to the Unaudited Condensed Financial Statements form an integral
part of these Interim Financial Statements.

Notes to the Unaudited Condensed Financial Statements

For the six months ended 31 December 2022

 

General Information

Crystal Amber Fund Limited (the "Company") was incorporated and registered in
Guernsey on 22 June 2007 and is governed in accordance with the provisions of
the Companies Law. The registered office address is PO Box 286, Floor 2,
Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY. The Company
was initially established to provide shareholders with an attractive total
return which was expected to comprise primarily capital growth with the
potential for distributions of up to 5 pence per share per annum following
consideration of the accumulated retained earnings as well as the unrealised
gains and losses. This was achieved through investment in a concentrated
portfolio of undervalued companies, which were expected to be predominantly,
but not exclusively, listed or quoted on UK markets and which had a typical
market capitalisation of between £100 million and £1,000 million.

 

In the early part of 2022, a change of investment policy was approved by
Shareholders representing a change of strategy.  The Company has adopted a
realisation strategy to maximise capital returned to Shareholders by way of
timely disposals.  Following any material realisations of the Fund's
investments, the Directors intend to return cash to Shareholders.

 

GI Dynamics Inc., is an unconsolidated subsidiary of the Company and was
incorporated in Delaware. As at 31 December 2022, it had five wholly-owned
subsidiaries and its principal place of business is Boston. Refer to Note 9
for further information.

 

The Company's Ordinary shares were admitted to trading on AIM, on 17 June
2008. The Company is also a member of the AIC.

 

All capitalised terms are defined in the Glossary of Capitalised Defined Terms
unless separately defined.

 

1.             SIGNIFICANT ACCOUNTING POLICIES

 

The principal accounting policies applied in the preparation of these Interim
Financial Statements are set out below. These policies have been consistently
applied to those balances considered material to the Interim Financial
Statements throughout the current period, unless otherwise stated.

 

Basis of preparation

The Interim Financial Statements have been prepared in accordance with IAS 34,
Interim Financial Reporting.

 

The Interim Financial Statements do not include all the information and
disclosures required in the Annual Financial Statements and should be read in
conjunction with the Company's Annual Financial Statements for the year to 30
June 2022. The Annual Financial Statements have been prepared in accordance
with IFRS.

 

The same accounting policies and methods of computation are followed in the
Interim Financial Statements as in the Annual Financial Statements for the
year ended 30 June 2022.

 

The presentation of the Interim Financial Statements is consistent with the
Annual Financial Statements. Where presentational guidance set out in the SORP
"Financial Statements of Investment Trust Companies and Venture Capital
Trusts" (issued by the AIC in November 2014 and updated in February 2018,
October 2019, April 2021 and July 2022) is consistent with the requirements of
IFRS, the Directors have sought to prepare the Interim Financial Statements on
a basis compliant with the recommendations of the SORP. In particular,
supplementary information which analyses the Statement of Profit or Loss and
Other Comprehensive Income between items of a revenue and capital nature has
been presented alongside the total Statement of Profit or Loss and
Comprehensive Income.

 

Going concern

As at 31 December 2022, the Company had net assets of £108.2 million (30 June
2022: £120.7 million) and cash balances of £0.18 million (30 June 2022:
£0.05 million) which are sufficient to meet current obligations as they fall
due.

 

The Russian invasion of Ukraine continues to pose significant challenges and
uncertainty to business activities and continues to have potentially adverse
consequences for investee companies as energy costs rise, but the effects of
this on the Company should be somewhat offset by increased revenue from
Hurricane Energy.

 

In relation to the Company's investment portfolio, 60% of the Company's
investments are valued by reference to the market bid price as at the date of
this report. As these are quoted prices in an active market, any volatility in
the global economy is reflected within the value of the financial assets
designated at fair value through profit or loss. As such, the Company has not
included any fair value impairments in relation to these investments.

 

Following extensive Shareholder consultation in the early part of 2022, a
change of investment policy was approved by Shareholders which prioritised the
intention to maximise the return of capital, representing a change of
strategy, as noted above.

 

The Company has a track record of returning cash to Shareholders via share
buybacks and dividends: the Company has returned £93.3 million to
Shareholders via such means since 2013 when the requirement for the
continuation vote to be proposed at the 2021 AGM was introduced.

 

The Directors have considered the contributing factors set out above and are
confident that the Company has adequate resources to continue in operational
existence for the foreseeable future, and do not consider there to be any
threat to the going concern status of the Company.  Accordingly, they
continue to adopt the going concern basis of accounting in preparing these
financial statements.

 

For management purposes, the Company is domiciled in Guernsey and is engaged
in a single segment of business mainly in one geographical area, being
investment in UK equity instruments, and therefore the Company has only one
operating segment.

 

 

2.             BASIC AND DILUTED (LOSS)/EARNINGS PER SHARE

 

(Loss)/Earnings per share is based on the following data:

 

                                                          Six months   Six months
                                                          ended        ended
                                                          31 December  31 December
                                                          2022         2021
                                                          (Unaudited)  (Unaudited)
 Return/(loss) for the period                             £4,178,355   £(1,043,324)
 Weighted average number of issued Ordinary shares        83,231,000   83,600,951
 Basic and diluted earnings/(loss) per share (pence)      5.02                                         (1.25)

 

 

3.             NAV PER SHARE

 

NAV per share is based on the following data:

                                                                     As at          As at          As at
                                                                     31 December    30 June        31 December
                                                                     2022           2022           2021
                                                                     (Unaudited)    (Audited)

                                                                                                   (Unaudited)

 NAV per Condensed Statement of Financial Position                    108,238,740   £120,706,584    £119,372,844
 Total number of issued Ordinary shares (excluding Treasury shares)

                                                                     83,231,000     83,231,000     83,365,000
 NAV per share (pence)                                                130.05        145.03         143.19

 

 

 

4.             FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS AND DERIVATIVES HELD FOR TRADING

 

                                                                              1 July 2022 to        1 July 2021 to      1 July 2021 to
                                                                              31 December 2022      30 June             31 December 2021

                                                                                                    2022
                                                                              (Unaudited)           (Audited)           (Unaudited)
                                                                              £                     £                   £
 Equity investments                                                           96,525,470            110,202,065         114,931,234
 Debt instruments                                                             11,765,021            10,660,460          4,421,547
 Financial assets designated at FVTPL                                         108,290,491           120,862,525         119,352,781
 Total financial assets designated at FVTPL and derivatives held for trading  108,290,491           120,862,525         119,352,781

 Equity investments
 Cost brought forward                                                         132,232,346           153,218,932         153,218,932
 Purchases                                                                    1,152,316             43,347,101          20,521,735
 Sales Proceeds                                                               (19,612,051)          (61,399,209)         (23,740,499)
 Net realised gain/loss                                                       7,135,460             (2,934,478)          (3,103,595)
 Cost carried forward                                                         120,908,071           132,232,346         146,896,573
 Unrealised losses brought forward                                            (24,168,635)          (33,410,174)         (33,410,174)
 Movement in unrealised (losses)/gains                                        (2,393,065)           9,241,539           2,564,126
 Unrealised (losses)/gains carried forward                                     (26,561,700)          (24,168,635)        (30,846,048)
 Effect of exchange rate movements                                            2,179,100             2,138,354            (1,119,291)
 Fair value of equity investments                                             96,525,471            110,202,065         114,931,234
                                                                                                                        -
 Debt instruments
 Cost brought forward                                                         8,965,416             3,257,955           3,257,955
 Purchases                                                                    2,273,290             5,707,461           568,612
 Debt Repayments                                                               (1,500,000)          -                   -
 Net realised gain                                                            -                     -                   -
 Cost carried forward                                                         9,738,706             8,965,416           3,826,567
 Unrealised gains brought forward                                             1,682,934             1,254,587           1,254,587
 Movement in unrealised gains                                                 327,869               428,347             92,097
 Unrealised gains carried forward                                             2,010,803             1,682,934           1,346,684
 Effect of exchange rate movements                                            15,511                12,110               (751,704)
 Fair value of debt instruments                                               11,765,020            10,660,460          4,421,547

 Total financial assets designated at FVTPL                                   108,290,491           120,862,525         119,352,781

 

 

 

5.             FINANCIAL INSTRUMENTS

 

Fair value measurements

The Company measures fair values using the following fair value hierarchy that
prioritises the inputs to valuation techniques used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). The three
levels of the fair value hierarchy under IFRS 13 are as follows:

 

Level 1:       Quoted price (unadjusted) in an active market for an
identical instrument.

 

Level 2:       Valuation techniques based on observable inputs, either
directly (i.e. as prices) or indirectly (i.e. derived from prices). This
category includes instruments valued using: quoted prices in active markets
for similar instruments; quoted prices for identical or similar instruments in
markets that are considered less than active; or other valuation techniques
for which all significant inputs are directly or indirectly observable from
market data.

 

Level 3:       Valuation techniques using significant unobservable
inputs. This category includes all instruments for which the valuation
technique includes inputs that are not based on observable data, and the
unobservable inputs have a significant effect on the instrument's valuation.
This category includes instruments that are valued based on quoted prices for
similar instruments for which significant unobservable adjustments or
assumptions are required to reflect differences between the instruments.

 

 

The level in the fair value hierarchy within which the fair value measurement
is categorised in its entirety is determined on the basis of the lowest level
input that is significant to the fair value measurement. For this purpose, the
significance of an input is assessed against the fair value measurement in its
entirety. If a fair value measurement uses observable inputs that require
significant adjustment based on unobservable inputs, that measurement is a
Level 3 measurement. Assessing the significance of a particular input to the
fair value measurement in its entirety requires judgement, considering factors
specific to the asset or liability.

 

The determination of what constitutes 'observable' requires significant
judgement by the Company. The Company considers observable data to be that
market data that is readily available, regularly distributed or updated,
reliable and verifiable, not proprietary, and provided by independent sources
that are actively involved in the relevant market.

 

The objective of the valuation techniques used is to arrive at a fair value
measurement that reflects the price that would be received if an asset was
sold or a liability transferred in an orderly transaction between market
participants at the measurement date.

 

The following tables analyse, within the fair value hierarchy, the Company's
financial assets measured at fair value at 31 December 2022 and 30 June 2022:

 

                                                                         Level 1     Level 2    Level 3     Total
                                                                         Unaudited   Unaudited  Unaudited   Unaudited
 31 December 2022                                                        £           £          £           £
 Financial assets designated at FVTPL and derivatives held for trading:
 Equity instruments - listed equity investments                          64,639,802  2,795,730  -           67,435,532
 Equity instruments - unlisted equity investments                        -           -          29,089,938  29,089,938
 Debt instruments - loan notes                                           -           -          11,765,021  11,765,021
                                                                         64,639,802  2,795,730  40,854,959  108,290,491

 

                                                                         Level 1     Level 2    Level 3     Total
                                                                         Audited     Audited    Audited     Audited
 30 June 2022                                                            £           £          £           £
 Financial assets designated at FVTPL and derivatives held for trading:
 Equity Instruments - listed equity investments                          77,438,519  2,795,730  -           80,234,249
 Equity Instruments - unlisted equity investments                        -           -          29,967,816  29,967,816
 Debt - loan notes                                                       -           -          10,660,460  10,660,460
                                                                         77,438,519  2,795,730  40,628,276  120,862,525

 

 

The Level 1 equity investments were valued by reference to the closing bid
prices in each investee company on the reporting date.

 

The Level 2 equity investment relates to Sutton Harbour due to the low volume
of trading activity in the market for this investment and has been valued by
reference to the closing bid price in the investee company on the reporting
date.

 

The Level 3 equity and debt investments in GI Dynamics were valued by
reference to the discounted cash flow valuation of the company with an
additional discount for dilution risk. The total valuation was then allocated
through a waterfall to the loan note, Series A shares and common stock owned
by the Company. The Level 3 equity investment in Sigma Broking Limited was
valued using a multiple of EBITDA of the company with an additional discount
for lack of liquidity.

 

For financial instruments not measured at FVTPL, the carrying amount is
approximate to their fair value.

 

Fair value hierarchy - Level 3

The following table shows a reconciliation from the opening balances to the
closing balances for fair value measurements in Level 3 of the fair value
hierarchy:

                                        Six months ended 31 December 2022  Year Ended

                                                                           30 June 2022

                                                                                          Six months ended 31 December 2021
 Reconciliation in Level 3              (Unaudited)                        (Audited)      (Unaudited)
                                        £                                   £              £
 Opening balance                        40,628,276                         29,032,329     29,032,329
 Purchases                              2,273,290                          10,707,462     5,568,613
 Movement in unrealised (losses)/gains  1,761,952                          (3,912,815)     (1,244,298)
 Sales                                  (3,500,000)                        (1,660,933)    -
 Net realised gain                      (352,974)                          1,633,412      -
 Effect of exchange rate movements      44,415                             4,828,821      809,850
 Closing balance                        40,854,959                         40,628,276     34,166,494

 

 

The Company recognises transfers between levels of the fair value hierarchy on
the date of the event of change in circumstances that caused the transfer.

 

The table below provides information on significant unobservable inputs used
at 31 December 2022 in measuring equity financial instruments categorised as
Level 3 in the fair value hierarchy. It also details the sensitivity to
changes in significant unobservable inputs used to measure value in each case.

 

 

                        Valuation Method      Fair Value at 31 December 2022  Unobservable inputs                   Factor  Sensitivity to changes in significant unobservable inputs
 GI Dynamics            Discounted cash flow  23,086,863                      Discount rate                         43%     An increase (decrease) in the discount rate to 48% (48%) would reduce

       (increase) FV by £8.9m (£7.5m)

       A decrease (increase) in the near-term growth rate to 58% (58%) would decrease
                                                                                                                            (increase) FV by £4.1m (£3.6m)

                                                                              High growth rate over 9 year period   48%     An increase (decrease) in the dilution discount to 30% (to 30%) would reduce

       (increase) FV by £3.6m (£2.7m)

                                                                              Dilution discount

                                                                                                                    20%

 Sigma Broking Limited  EBITDA Multiple       6,003,074                       Discount rate                         50%     An increase (decrease) in the liquidity discount to 70% (to 60%) would reduce
                                                                                                                            (increase) FV by £1.9 million (£0.9m)

 

 

 

 

 

                        Valuation Method                          Fair Value at 30 June 2022  Unobservable inputs                   Factor  Sensitivity to changes in significant unobservable inputs
 Board Intelligence     Discount to comparable company multiples  1,245,926                   Comparable Revenue multiple           5.7x    A 25% increase (decrease) in the revenue multiple would increase (decrease) FV

       by £0.7m (£0.7m)

                                                                                              Discount to comparable multiple

       A 25% decrease (increase) in the discount to the revenue multiple would
                                                                                                                                            increase (decrease) FV by £0.7m (£0.6m)

                                                                                                                                    52.7%
 GI Dynamics Inc        Discounted cash flow                      23,057,072                  Discount rate                         43%     An increase (decrease) in the discount rate to 48% (38%) would reduce

       (increase) FV by £8.9m (£13m)

       A decrease (increase) in the near term growth rate to 38% (58%) would decrease
                                                                                                                                            (increase) FV by £4.1m

                                                                                              High growth rate over 9 year period   48%     An increase (decrease) in the dilution discount to 30% (to 10%) would reduce

       (increase) FV by £3.6 million

                                                                                              Dilution discount

                                                                                                                                    20%

 Sigma Broking Limited  EBITDA Multiple                           5,664,818                   Discount rate                         50%     An increase (decrease) in the liquidity discount to 60% (to 40%) would reduce
                                                                                                                                            (increase) FV by £0.9 million

 

 

 

6.             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, is
comprised as follows:

 

                                                                  31 December 2022       30 June 2022
                                                                  (Unaudited)            (Audited)
                                                                  Number      £          Number      £
 Issued, called up and fully paid Ordinary shares of £0.01 each   99,749,762  997,498    99,749,762  997,498

 

During the period, the Company did not create or issue any Ordinary shares.
 

 

 

7.             TREASURY SHARES RESERVE

 

     Six months ended      Year ended
     31 December 2022      30 June 2022
     (Unaudited)           (Audited)
     Number     £          Number   £

 Opening balance                                   (16,518,762)   (19,767,097)   (16,012,762)  (19,191,639)
 Treasury shares purchased during the period/year  -             -               (506,000)      (575,458)
 Closing balance                                   (16,518,762)   (19,767,097)   (16,518,762)  (19,767,097)

 

No Treasury shares were purchased during the period ended 31 December 2022
(2021: 372,000).  Treasury shares were purchased at an average price of
113.55 pence per share in 2021, representing an average discount to NAV at the
time of purchase of 24.9%. No Treasury shares were sold during the period
ended 31 December 2022 or 31 December 2021.

 

8.            DIVIDENDS
 
On 7 July 2022, the Company declared an interim dividend of £8,323,100 equating to 10 pence per Ordinary share, which was paid on 12 August 2022 to shareholders on the register on 15 July 2022. On 11 November 2022, the Company declared an interim dividend of £8,323,100 also equating to 10 pence per Ordinary share, which was paid on 23 December 2022 to shareholders on the register on 25 November 2022.

 

9.             RELATED PARTIES

 

Richard Bernstein is a director and a member of the Investment Manager, a
member of the Investment Adviser and a holder of 10,000 (30 June 2022: 10,000)
Ordinary shares in the Company, representing 0.01% (30 June 2022: 0.01%) of
the voting share capital of the Company at 31 December 2022.

 

During the period the Company incurred management fees of £540,000 (2021:
£880,981) £90,000 of which was outstanding at 31 December 2022 (30 June
2022: £Nil). No performance fees were payable during the period (2021: £Nil)
(30 June 2022: £Nil) and none outstanding at the period/year end.

 

As at 31 December 2022, the Company's investment in GI Dynamics Inc. is
treated as an unconsolidated subsidiary due to the Company's percentage
holding in the voting share capital of GID. As GID is a private company and
its shares are not listed on a stock exchange, the percentage held is not
disclosed.

 

There is no restriction on the ability of GID to pay cash dividends or repay
loans, but it is unlikely that GID will make any distribution or loan
repayments given its current strategy. During the period the Company purchased
convertible loan notes (not driven by any contractual obligation) for the
purpose of supporting GID in pursuing its strategy.

 

GI Dynamics Inc. was incorporated in Delaware, had five wholly-owned
subsidiaries as at 31 December 2022 and its principal place of business is
Boston. The five subsidiaries were as follows:

 

·      GI Dynamics Securities Corporation, a Massachusetts-incorporated
nontrading entity;

·      GID Europe Holding B.V., a Netherlands-incorporated nontrading
holding company;

·      GID Europe B.V., a Netherlands-incorporated company that conducts
certain European business operations;

·      GID Germany GmbH, a German-incorporated company that conducts
certain European business operations; and

·      GI Dynamics Australia Pty Ltd, an Australian-incorporated company
that conducts Australian business operations.

 

 

Until 7 March 2022, the management agreement with the Investment Manager
provided for a management fee of 2% applied to the Market Capitalisation of
the Company at 30 June 2013 (£73.5 million) (the "Base Amount"). To the
extent that an amount equal to the lower of the Company's NAV and market
capitalisation, at the relevant time of calculation, exceeded the Base Amount
(the "Excess Amount"), the applicable fee rate on the Excess Amount would have
been1.5%.

 

The Investment Manager was also entitled to a performance fee in certain
circumstances. The fee was originally calculated by reference to the increase
in NAV per Ordinary share over the course of each performance period.

 

At an EGM on 7 March 2022, Shareholders agreed with the Company's proposals to
enter into a new Investment Management Agreement incorporating revised
management and performance fee arrangements and to make changes to the
termination provisions to reflect the future strategy of the Company.

 

The management fee has been reduced to £90,000 per month from 1 July 2022
until 31 December 2022, falling in stages to £40,000 per month until 31
December 2023 (or if earlier, the date on which all of the Company's
investments have been substantially realised) when the management fee will
cease.

 

In accordance with the new Investment Management Agreement, the performance
fee will be calculated by reference to the aggregate cash returned to
Shareholders after 1 January 2022.  The Investment Manager will receive 20%
of the aggregate cash paid to Shareholders after 1 January 2022 (including the
interim dividend of 10 pence per Ordinary Share declared on 22 December 2021)
in excess of a threshold of £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 31 December 2022, the Investment Manager held 6,899,031 Ordinary shares
(30 June 2022: 6,899,031) of the Company, representing 6.92% (30 June 2022:
6.92%) of the voting share capital.

 

Performance fee for period ended 31 December 2022

At 31 December 2022, the Basic Performance Hurdle was £216,000,000 (as
adjusted for all dividends paid during the performance period on their
respective payment dates, compounded at the applicable annual rate) (June
2022: 261.91 pence).

 

The aggregate cash returned to Shareholders after 1 July 2022 was
£16,646,200. Accordingly, no performance fee was earned during the period
ended 31 December 2022 (2021: £Nil).

 

The interests of the Directors in the share capital of the Company at the
period/year end, and as at the date of this report, are as follows:

 

                              31 December 2022                                    30 June 2022
                              Number of Ordinary shares  Total voting rights      Number of Ordinary shares  Total voting rights
 Christopher Waldron((1)(2))  30,000                     0.04%                    30,000                     0.03%
 Jane Le Maitre((2))          13,500                     0.02%                    13,500                     0.01%
 Fred Hervouet                7,500                      0.01%                    7,500                      0.01%
 Total                        51,000                     0.07%                    51,000                     0.05%

( )

((1)      ) Chairman of the Company

((2)      ) Ordinary Shares held indirectly

 

All related party transactions are carried out on an arm's length basis.

 

 
10.          POST BALANCE SHEET EVENTS
 
On 22 February 2023, the Company reported that its unaudited NAV at 31 January 2023 was 122.8 pence per Ordinary share.

 

11.          AVAILABILITY OF INTERIM REPORT
 
Copies of the Interim Report will be available to download from the Company's website www.crystalamber.com.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Glossary of Capitalised Defined Terms

 

"AGM" means the annual general meeting of the Company;

"AIC" means the Association of Investment Companies;

"AIM" means the Alternative Investment Market of the London Stock Exchange;

"Annual Financial Statements" means the audited annual financial statements of
the Company, including the Statement of Profit or Loss and Other Comprehensive
Income, the Statement of Financial Position, the Statement of Changes in
Equity, the Statement of Cash Flows and associated notes;

 "Board" or "Directors" or "Board of Directors" means the directors of the
Company;

"Brexit" means the departure of the UK from the European Union;

"CEO" means chief executive officer;

"CFD" means Contracts for Difference;

 

"CFO" means chief financial officer;

 "Company" or "Fund" means Crystal Amber Fund Limited;

"Companies Law" means the Companies (Guernsey) Law, 2008, (as amended);

"EBITDA" means earnings before interest, taxes, depreciation and amortisation;

"Equals" means Equals Group plc;

"GM" or "General Meeting" means a general meeting of the Company;

"ESG" means Environmental, Social and Governance, referring to the three
central factors in measuring the sustainability and societal impact of an
investment in a company or business;

"FDA" means food and drug administration;

"FTSE" means Financial Times Stock Exchange;

"FVTPL" means Fair Value Through Profit or Loss;

"GID" or "GI Dynamics" means GI Dynamics, Inc.;

"IAS" means international accounting standards as issued by the Board of the
International Accounting Standards Committee;

 "IFRS" means the International Financial Reporting Standards, being the
principles-based accounting standards, interpretations and the framework by
that name issued by the International Accounting Standards Board, as adopted
by the European Union

 "IMA" means the investment management agreement between the Company and the
Investment Manager dated 16 June 2008, as amended on 21 August 2013, further
amended on 27 January 2015, further amended on 12 June 2018 and further
amended and restated on 7 March 2022.

"Interim Financial Statements" means the unaudited condensed interim financial
statements of the Company, including the Condensed Statement of Profit or Loss
and Other Comprehensive Income, the Condensed Statement of Financial Position,
the Condensed Statement of Changes in Equity, the Condensed Statement of Cash
Flows and associated notes;

"Interim Report" means the Company's interim report and unaudited condensed
financial statements for the period ended 31 December;

"Market Capitalisation" means the total number of Ordinary shares of the
Company multiplied by the closing share price;

"NAV" or "Net Asset Value" means the value of the assets of the Company less
its liabilities as calculated in accordance with the Company's valuation
policies and expressed in Pounds Sterling;

"NAV per share" means the Net Asset Value per Ordinary share of the Company
and is expressed in pence;

"Ordinary share" means an allotted, called up and fully paid Ordinary share of
the Company of £0.01 each;

"Remuneration Report" means part of the Remuneration Statement
which provides information on the remuneration and other financial benefits
paid to the Board of Directors, the Group CEO and the Group Executive
Committee members during the previous financial period;

"Small Cap Index" means an index of small market capitalisation companies;

"SMEs" means small and medium-sized enterprises and businesses whose personnel
numbers fall below certain limits. The abbreviation "SME" is used by
international organizations such as the World Bank, the European Union, the
United Nations and the World Trade Organization;

"SORP" means Statement of Recommended Practice;

"Treasury" means the reserve of Ordinary shares that have been repurchased by
the Company;

"Treasury shares" means Ordinary shares in the Company that have been
repurchased by the Company and are held as Treasury shares;

"UK" or "United Kingdom" means the United Kingdom of Great Britain and
Northern Ireland;

"US" means the means the United States of America, its territories and
possessions, any state of the United States and the District of Columbia;

"US$" or "$" means United States dollars; and

"£" or "Pounds Sterling" or "Sterling" means British pound sterling and
"pence" means British pence.

 

Directors and General Information

 Directors                                                                      Investment Manager

 Christopher Waldron (Chairman)                                                 Crystal Amber Asset Management (Guernsey) Limited

 Fred Hervouet (Chairman of Remuneration and Management Engagement Committee)   PO Box 286

 Jane Le Maitre (Chairman of Audit Committee)                                   Floor 2, Trafalgar Court

                                                                                Les Banques, St Peter Port

 Investment Adviser                                                             Guernsey GY1 4LY

 Crystal Amber Advisers (UK) LLP

 17c Curzon Street                                                              Nominated Adviser

 London W1J 5HU                                                                 Allenby Capital Limited

                                                                                5 St. Helen's Place

 Administrator and Secretary                                                    London EC3A 6AB

 Ocorian Administration (Guernsey) Limited

 PO Box 286                                                                     Legal Advisers to the Company

 Floor 2, Trafalgar Court                                                       As to English Law

 Les Banques, St Peter Port                                                     Norton Rose Fulbright LLP

 Guernsey GYI 4LY                                                               3 More London Riverside

                                                                                London SE1 2AQ

 Broker

 Winterflood Investment Trusts                                                  As to Guernsey Law

 The Atrium Building                                                            Carey Olsen

 Cannon Bridge House                                                            PO Box 98

 25 Dowgate Hill                                                                Carey House

 London EC4R 2GA                                                                Les Banques

                                                                                St. Peter Port

 Independent Auditor                                                            Guernsey GY1 4BZ

 KPMG Channel Islands Limited

 Glategny Court                                                                 Custodian

 Glategny Esplanade                                                             Butterfield Bank (Guernsey) Limited

 St. Peter Port                                                                 PO Box 25

 Guernsey GY1 1WR                                                               Regency Court

                                                                                Glategny Esplanade

 Registered Office                                                              St. Peter Port

 PO Box 286                                                                     Guernsey GY1 3AP

 Floor 2, Trafalgar Court

 Les Banques, St Peter Port                                                     Registrar

 Guernsey GYI 4LY                                                               Link Asset Services

                                                                                65 Gresham Street

 Identifiers                                                                    London EC2V 7NQ

 ISIN: GG00B1Z2SL48

 Sedol: B1Z2SL4

 Ticker: CRS

 Website: http://crystalamber.com (http://crystalamber.com)

 LEI: 213800662E2XKP9JD811

 

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