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RNS Number : 8165Y Crystal Amber Fund Limited 31 March 2026
31 March 2026
CRYSTAL AMBER FUND LIMITED
("Crystal Amber Fund" or the "Fund")
Interim Report and Unaudited Condensed Financial Statements
For the six months ended 31 December 2025
Highlights
· Net Asset Value ("NAV") per share decreased by 0.5% over the six-month
period to 31 December 2025 to 177.5p per share.
· £6.6 million asset enhancing share buyback during the period at an
average 19.5% discount to NAV.
· Strong operational progress at Morphic Medical Inc.
· Cash proceeds from De La Rue takeover received.
· Shareholder approval sought to change the Company's investment policy
and appoint a new Investment Manager and Investment adviser as set out in a
Circular to shareholders dated 31 March 2026.
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
Jeremy Porter/ Ashur Joseph
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
Chairman's Statement
The six-month period to 31 December 2025 has seen the Fund make steady
progress. As a result of the £6.6 million share buyback and negative exchange
rate movements of £1.0 million, net asset value declined from £116.2
million (178.4p per share) to an unaudited NAV of £107.4 million (177.5p
per share). Net asset value per share decreased by 0.5%. This compares to a
4.6% increase in the Deutsche Numis Small Cap Index including AIM over the
same period. Over the longer term, the Fund's performance remains impressive,
with NAV per share increasing by 68.5% since December 2022, well ahead of the
benchmark 18.5%.
Much of that performance can be attributed to the successful exit from the
Fund's long term holding in De La Rue and the continuing progress at the
Fund's largest shareholding, Morphic Medical Inc ("MMI"). We have covered De
La Rue extensively in previous reports, detailing the patient activism that
was integral to enabling the successful exit, but the period under review saw
the conclusion of the bid from Atlas Holdings and final cash proceeds were
eventually received in July.
With De La Rue sold, the importance of MMI to the Fund only increased and this
became the prime focus for the Manager and the Fund in the period. Initially,
this saw an emphasis on ensuring the right management team was in place at
MMI, and with the appointment of Mike Gutteridge as CEO and latterly Jane
Wright as CFO, the Fund is confident that this has been achieved. Shareholders
who saw the webinar that Mike and I hosted in October last year will have seen
the progress that has been made. The Fund has also continued to fund the
growth of MMI, as detailed in the Investment Manager's report below and will
consider supporting further investment alongside new cornerstone investors if
appropriate.
However, it also became clear during 2025 that despite the value added to
date, maximising the value of the Fund's investment in MMI will take longer
than previously envisaged and that securing FDA approval will be key to
unlocking that value. This would therefore entail the Fund actively continuing
to oversee MMI and its funding until 2028 or 2029. This longer timeframe,
together with the wish to pursue other ventures were key considerations for
the Manager and Richard Bernstein, its principal adviser, in deciding to step
down from managing the Fund.
We first announced this to the market in November 2025 along with the
intention to appoint Tarncourt Asset Management ("Tarncourt") as the successor
manager and since then have worked with both the current and prospective
management teams and our advisers to finalise the proposals. We have also
liaised extensively with our largest shareholders to ensure that the terms of
Tarncourt's appointment are in the best interests of the Fund and we are
grateful for their input.
The proposals are set out in greater detail in the EGM circular that has been
issued to shareholders at the same time as these interim accounts but I would
like to emphasise the Board is confident that Tarncourt is well placed to
manage the vital development and future funding of MMI as well as the long
term growth of the Fund under its proposed new mandate. The Board also notes
that the current Manager will remain a shareholder after stepping down, which
is a welcome vote of confidence in the new structure.
Richard Bernstein and the Manager have been in place since the launch of the
Fund in 2008, so the forthcoming EGM marks the end of an era. His style of
quiet activism has seen many notable successes over the years, with Thorntons,
Pinewood, Aer Lingus and Hurricane Energy coming to mind and latterly De La
Rue. The Board is grateful for his support and dedication. We wish him well.
Finally, with the appointment of Tarncourt and the change of investment
mandate, I am mindful that my tenure on the Board is now well beyond the
recommended nine years and consequently I will not be standing for re-election
at the next AGM. In the interim, I am looking forward to working with all
stakeholders to ensure a smooth transition to the next stage of the Fund's
life.
Christopher Waldron
Chairman
30 March 2026
Investment Manager's Report
Performance
During the six-month period to 31 December 2025, net asset value decreased
from £116.2 million (178.4p per share) to an unaudited NAV of £107.4
million (177.5p per share). The decline in NAV was predominately caused by
the £6.6 million share buyback and negative exchange rate movements of £1
million.
Investee companies
Morphic Medical Inc ("MMI")
Morphic's product, 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.
Following MMI's receipt of the European CE mark and UK regulatory approval
for its Reset® system, patients have had procedures in both
the UK and India. MMI has also signed distribution agreements
in Spain, Belgium, Netherlands, Czech Republic and the Middle East.
Patient enrolment for its US Step-1 study is ongoing and expected to complete
between late 2027 and early 2028. FDA approval for the Reset® device in the
US is expected in either 2028 or 2029.
Patient recruitment in the US for the pivotal FDA study for Reset® is
accelerating. Last month, two further procedures were carried out
in Miami and seven patients were scheduled for February 2026. The FDA has
also recently agreed to a change to the study protocol, which will speed up
patient recruitment.
Due to the data collected so far from over 200 studies on safety, efficacy and
durability in Germany, NUB status (the reimbursement and pricing of
innovative in-patient drugs and devices) has been awarded following a rigorous
assessment by the German hospital and reimbursement system and reflects
recognition that Reset® is supported by a substantial and growing body of
clinical evidence and research, demonstrating both clinical relevance and
therapeutic potential. The designation enables hospitals in Germany to apply
for supplementary reimbursement for the use of Reset® while broader
reimbursement pathways in other countries continue to be evaluated.
To satisfy future demand for Reset®, MMI has now agreed terms with its
contract manufacturers to start manufacturing Reset® at scale.
The Fund has continued to fund the growth of MMI, with $14m invested in MMI
since the start of 2025 at $0.48 per share and anticipates further investment
alongside cornerstone investors if appropriate.
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 is in active discussions with
each of these companies with a view to maximising their monetisation. Sigma
Broking Limited is in advanced discussions to dispose of its London Metal
Exchange business. Completion is dependent upon regulatory approvals for the
change of control. On closing, the Fund is expected to receive a capital
distribution. Sigma Broking will retain its wealth management division.
The largest investment held by Allied Minds, Federated Wireless, delivered
solid operational progress, executing the second year of its restructuring
while improving financial quality and market position. Revenue for 2025 was
$18.6M, with 36% year on year growth in recurring revenue, which now
represents 86% of total revenue. Operating expenses were reduced by 30%
compared to earlier years, enabling the company to achieve positive EBITDA and
expand margins.
The company grew market share to 80% in CBRS, driven by product performance
and continued migration of customers from competitors. Management is targeting
further strong growth in revenue and EBITDA, supported by growth from Verizon
deployments, the expected Comcast migration, new federal projects, and further
expansion within the existing customer base.
Crystal Amber Asset Management (Guernsey) Limited
30 March 2026
Condensed Statement of Profit or Loss and Other Comprehensive Income (Unaudited)
For the six months ended 31 December 2025
Six months ended 31 December Six months ended 31 December
2025 2024
Revenue Capital Total Revenue Capital Total
Note £ £ £ £ £ £
Income
Interest received 340,792 - 340,792 2,178 - 2,178
340,792 - 340,792 2,178 - 2,178
Net gains on financial assets designated at FVTPL
Equities
Net realised gains 4 - 4,930,712 4,930,712 - 693,295 693,295
Movement in unrealised (losses)/gains 4 - (7,690,363) (7,690,363) - 1,321,006 1,321,006
Debt Instruments
Movement in unrealised gains 4 - - - - 569,740 569,740
- (2,759,651) (2,759,651) - 2,584,041 2,584,041
Total income 340,792 (2,759,651) (2,418,859) 2,178 2,584,041 2,586,219
Expenses
Transaction costs - 4,400 4,400 - 50,039 50,039
Exchange movements on revaluation of investments and working capital - (974,949) (974,949) (190,654) (215,017) (405,671)
Management fees 9 345,000 - 345,000 345,000 - 345,000
Directors' remuneration 65,000 - 65,000 65,000 - 65,000
Administration fees 66,440 - 66,440 77,941 - 77,941
Custodian fees 27,760 - 27,760 35,723 - 35,723
Audit fees 41,680 - 41,680 70,000 - 70,000
Other expenses 197,095 - 197,095 256,246 - 256,246
742,975 (970,549) (227,574) 659,256 (164,978) 494,278
(Loss)/return for the period (402,183) (1,789,102) (2,191,285) (657,078) 2,749,019 2,091,941
Basic and diluted (loss)/earnings per share (pence) 2 (0.64) (2.84) (3.48) (0.91) 3.83 2.91
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 below form an
integral part of these Interim Financial Statements.
Condensed Statement of Financial Position (Unaudited)
As at 31 December 2025
As at As at As at
31 December 30 June 31 December
2025 2025 2024
(Unaudited) (Audited) (Unaudited)
Note £ £ £
Assets
Cash and cash equivalents 17,536,861 10,935,462 120,713
Trade and other receivables 246,823 247,277 65,114
Financial assets designated at FVTPL 4 92,884,910 105,604,308 127,581,426
Total assets 110,668,594 127,767,253
116,787,047
Liabilities
Trade and other payables 3,281,914 562,677 354,048
Total liabilities 3,281,914 562,677 354,048
Equity
Capital and reserves attributable to the Company's equity shareholders
Share capital 6 846,238 846,238 997,498
Treasury shares reserve 7 (25,944,859) (19,298,454) (29,409,600)
Distributable reserve 22,964,677 22,964,677 40,586,958
Retained earnings 109,520,624 111,711,909 115,238,349
Total equity 107,386,680 116,224,370 127,413,205
Total liabilities and equity 110,668,594 116,787,047 127,767,253
NAV per share (pence) 177.49
178.39 178.08
The Interim Financial Statements were approved by the Board of Directors and
authorised for issue on 30 March 2026
Christopher Waldron
Jane Le Maitre
Chairman
Director
30 March 2026
30 March 2026
The Notes to the Unaudited Condensed Financial Statements below form an
integral part of these Interim Financial Statements.
Condensed Statement of Changes in Equity (Unaudited)
For the six months ended 31 December 2025
Share Treasury Distributable Retained earnings
Capital Shares Reserve Capital Revenue Total Total Equity
Note £ £ £ £ £ £ £
Opening balance at 1 July 2025 846,238 (19,298,454) 22,964,677 123,085,932 (11,374,023) 111,711,909 116,224,370
Purchase of Ordinary shares into Treasury 7 - (6,646,405) - - - - (6,646,405)
Losses for the period - - - (1,789,102) (402,183) (2,191,285) (2,191,285)
Balance at 31 December 2025 846,238 (25,944,859) 22,964,677 121,296,830 (11,776,206) 109,520,624 107,386,680
For the six months ended 31 December 2024
Share Treasury Distributable Retained earnings Total
Capital Shares Reserve Capital Revenue Total Equity
Note £ £ £ £ £ £ £
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 7 - (1,386,784) - - - - (1,386,784)
Gains/(losses) for the period - - - 2,749,019 (657,078) 2,091,941 2,091,941
997,498 (29,409,600) 40,586,958 126,303,705 (11,065,356) 115,238,349 127,413,205
Balance at 31 December 2024
Condensed Statement of Cash Flows (Unaudited)
For the six months ended 31 December 2025
Six months Six months
ended ended
31 December 31 December
2025 2024
(Unaudited) (Unaudited)
£ £
Cash flows from operating activities
Bank interest received 346,060 2,178
Management fees paid (402,500) (345,000)
Directors' fees paid (65,000) (65,000)
Other expenses paid (356,119) (273,881)
Net cash outflow from operating activities (477,559) (681,703)
Cash flows from investing activities
Purchase of equity investments (4,092,984) (4,170,604)
Sale of equity investments 18,017,439 5,669,516
Purchase of debt instruments - (1,560,848)
Transaction charges on purchase and sale of investments (4,400) (50,039)
Net cash inflow/(outflow) from investing activities 13,920,055 (111,975)
Cash flows from financing activities
Purchase of Company shares into Treasury (6,841,097) (1,386,784)
Net cash outflow from financing activities (6,841,097) (1,386,784)
Net increase/(decrease) in cash and cash equivalents during the period 6,601,399 (2,180,462)
Cash and cash equivalents at beginning of period 10,935,462 2,301,175
Cash and cash equivalents at end of period 17,536,861 120,713
The Notes to the Unaudited Condensed Financial Statements below form an
integral part of these Interim Financial Statements.
Notes to the Unaudited Condensed Financial Statements
For the six months ended 31 December 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 5 pence per share per annum following consideration of
the accumulated retained earnings as well as unrealised gains and losses.
Following changes to the Company's investment policy in March 2022, the
Company's strategy has been to optimise outcomes for a limited number of
special situations where the Company believes value can be realised regardless
of market direction.
Proposed changes to investment policy and management arrangements
As the Fund announced on 14(th) November 2025, the Fund's investment
manager, Crystal Amber Asset Management (Guernsey) Limited (the "Existing
Manager"), has informed the Board of its intention to resign as investment
manager. The Existing Manager, with its principal adviser Richard Bernstein,
has been managing the Fund since its launch in 2008. Given the need to
continue to oversee MMI for a longer period than previously anticipated
and Mr Bernstein's wish to pursue other ventures, the Fund has accepted the
Existing Manager's decision which will take effect on the appointment of a
new investment manager. The Board wishes to express its sincere gratitude
to Mr Bernstein for his vision, dedication and contribution to both the
performance and the reputation of the Fund since its inception.
As outlined in the shareholder circular published on 31 March 2026, the Board
has proposed a number of changes to the Company's investment policy, the
appointment of a new Investment Manager (Global Fund Management Services
Limited) and a new Investment Adviser (Tarncourt Asset Management Limited)
together with the adoption of new Articles to reinstate a periodic
continuation vote. These proposals have been developed following extensive
engagement with major Shareholders and reflect the Board's intention to ensure
that the Company is appropriately positioned for the next phase of its
strategy. As at the date of approval of these Interim Financial Statements,
these proposals remain subject to Shareholder approval at an Extraordinary
General Meeting and therefore have not yet taken effect. The Company will
update Shareholders following the outcome of the Extraordinary General
Meeting.
Morphic Medical Inc is an unconsolidated subsidiary of the Company and was
incorporated in Delaware. As at 31 December 2025 it had 6 wholly-owned
subsidiaries and its principal place of business is Boston. Refer to Note 9
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.
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 2025. The Annual Financial Statements have been prepared in accordance
with IFRS.
The same accounting policies and methods of computation have been used in the
Interim Financial Statements as in the Annual Financial Statements for the
year ended 30 June 2025.
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 Trust
(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 2025, the Company had net assets of £107.4 million (30 June
2025: £116.2 million) and cash balances of £17.5 million (30 June 2025:
£10.9 million) which are sufficient to meet current obligations as they fall
due. Approximately 0.6% of the Company's investment portfolio comprises
readily realisable securities valued at £0.6 million using bid price at the
balance sheet date which could be sold to assist with meeting funding
requirements if necessary.
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.
Following extensive Shareholder consultation in the early part of 2022, a
change of investment policy was approved by Shareholders in March 2022 which
prioritised the intention to maximise the return of capital, representing a
change of strategy.
As noted above, the Board has put forward proposals to appoint a new
Investment Manager and Investment Adviser, as detailed in the Shareholder
Circular dated 31 March 2026. As the proposals do not involve the compulsory
liquidation of the Company and costs will be substantially the same for at
least 12 months, the Directors remain confident in the Company's ability to
meet its obligations as they fall due whether the proposals are accepted or
not. If the proposals are accepted, the transition is expected to run smoothly
as the Existing Investment Manager will continue to provide services until the
Effective Date as set out in the Circular ensuring no disruption to the
Company's operations.
The Company has a track record of returning cash to Shareholders via share
buybacks and dividends. The Company has returned over £118 million to
shareholders since 2013, when the requirement for the continuation vote to be
proposed at the 2021 AGM was introduced.
As a result of matters set out above, the Board is 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 investment in UK equity instruments, mainly in one geographical area, and
therefore the Company has only one operating segment.
2. BASIC AND DILUTED EARNINGS PER SHARE
Earnings per share is based on the following data:
Six months Six months
ended ended
31 December 31 December
2025 2024
(Unaudited)
(Unaudited)
(Loss)/return for the period (£2,191,285) £2,091,941
Weighted average number of issued Ordinary shares 62,967,909 71,852,163
Basic and diluted (loss)/earnings per share (pence) (3.48) 2.91
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
2025 2025 2024
(Unaudited) (Audited)
(Unaudited)
NAV per Condensed Statement of Financial Position £116,224,370 £127,413,205
£107,386,680
Total number of issued Ordinary shares (excluding Treasury shares) 71,549,500
60,503,500 65,152,347
NAV per share (pence) 177.49 178.39 178.08
4. FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS
1 July 2025 to 1 July 2024 to 1 July 2024 to
31 December 2025 30 June 31 December 2024
2025
(Unaudited) (Audited) (Unaudited)
£ £ £
Equity investments 92,884,910 105,604,308 104,893,533
Debt instruments - - 22,687,893
Financial assets designated at FVTPL 92,884,910 105,604,308 127,581,426
Total financial assets designated at FVTPL 92,884,910 105,604,308 127,581,426
Equity investments
Cost brought forward 96,102,158 85,417,572 85,417,572
Purchases 7,082,744 11,693,195 4,170,604
Conversion of Loans - 23,229,084 -
Sales (18,017,439) (30,307,017) (5,669,516)
Net realised gain 4,930,712 6,069,324 693,296
Cost carried forward 90,098,175 96,102,158 84,611,956
Unrealised gains brought forward 13,913,542 17,933,233 17,933,233
Movement in unrealised (losses)/gains (7,690,363) (4,019,691) 1,321,002
Unrealised gains carried forward 6,233,179 13,913,542 19,254,235
Effect of exchange rate movements (3,436,444) (4,411,392) 1,027,342
Fair value of equity investments 92,884,910 105,604,308 104,893,533
Debt instruments
Cost brought forward - 17,779,755 17,779,755
Purchases - 1,560,847 1,560,848
Cost carried forward - 19,340,602 19,340,603
Unrealised gains brought forward - 3,131,000 3,131,000
Interest on loan - 615,119 569,740
Reclassification to other receivables - (179,166) -
Conversion to equity - (23,229,084) -
Movement in unrealised gains - - -
Unrealised gains carried forward - (321,529) 3,700,740
Effect of exchange rate movements - 321,529 (353,450)
Fair value of debt instruments - - 22,687,893
Total financial assets designed at FVTPL 92,884,910 105,604,308 127,581,426
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 2025 and 30 June 2025:
Level 1 Level 2 Level 3 Total
Unaudited Unaudited Unaudited Unaudited
31 December 2025 £ £ £ £
Financial assets designated at FVTPL
Equity instruments - listed equity investments - 559,146 - 559,146
Equity instruments - unlisted equity investments - - 92,325,764 92,325,764
- 559,146 92,325,764 92,884,910
Level 1 Level 2 Level 3 Total
Audited Audited Audited Audited
30 June 2025 £ £ £ £
Financial assets designated at FVTPL
Equity instruments - listed equity investments 17,948,235 768,825 - 18,717,060
Equity instruments - unlisted equity investments - - 86,887,248 86,887,248
17,948,235 768,825 86,887,248 105,604,308
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, it has been valued by
reference to the closing bid price 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 31 December 2025
converted at an exchange rate of $1.3462 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 investments in MMI were
valued at 30 June 2025 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 at 30 June 2025 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:
Six months ended 31 December 2025 Year Ended
30 June 2025
Six months ended 31 December 2024
Reconciliation in Level 3 (Unaudited) (Audited) (Unaudited)
£ £ £
Opening balance 86,887,248 91,587,810 91,587,810
Purchases 7,082,743 5,263,312 1,757,405
Movement in unrealised (loss)/gain (2,619,169) (5,440,279) 778,543
Effect of exchange rate movements 974,942 (4,523,595) 405,668
Closing balance 92,325,764 86,887,248 94,529,426
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 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 31 December 2025 Unobservable inputs Factor Sensitivity to changes in significant unobservable inputs
Morphic Medical Inc Discounted cash flow and PWERM £83,580,904 Discount rate 30% An increase (decrease) in the discount rate to 32% (28%) would reduce
(increase) FV by £13.8m (£16.2m)
Revenue exit multiples used
Discounted
A decrease (increase) in the exit multiple to 8.5x (6.5x) would reduce
cash flow (increase) FV by £9.7m (£9.7m)
7.5x
A decrease (increase) in the exit multiple to 11.5x (9.5x) would reduce
(increase) FV by £4.6m (£4.6m)
Trade Sale Revenue exit scenario multiple
Probability weightings 10.5x
Liquidation scenario
An increase (decrease) in the liquidation scenario to 105 (2.5%) with equal
weightings to the other two scenarios would reduce (increase) FV by £3.8m
(£2.0m).
Trade sale post FDA approval
IPO Scenario
5%
47.5%
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 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 by 2% (2%) would reduce (increase)
FV by £9.4m (£9.4m)
5.00x
Revenue exit multiple used
Discounted cash flow
An increase (decrease) in the exit multiple by 1x (1x) would increase (reduce)
FV by £4.6m (£4.6m)
8.50x
Trade Sale pre FDA approval scenario
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
An increase (decrease) in the exit multiple by 1x (1x) would increase (reduce)
FV by £1.6m (£1.6m)
9.50x
IPO scenario
An increase (decrease) in the exit multiple by 1x (1x) would increase (reduce)
FV by £2.2m (£2.2m)
5.50x
Probability
Weightings
An increase (decrease) in the probability assigned to the trade sale pre FDA
Trade Sale pre FDA approval scenario
approval to 10% (0%) with equal weightings to the other 2 scenarios would
reduce (increase) FV by £1.1m (£1.1m)
Trade Sale post FDA approval scenario
5%
IPO scenario
47.50%
47.50%
Sigma Broking Limited Sum of Parts £4,950,000 NA NA NA
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
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 2025 30 June 2025
(Unaudited) (Audited)
Number £ Number £
Opening balance 84,623,762 846,238 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 84,623,762 846,238
During the period, the Company did not issue any Ordinary shares (2024:
nil).
7. TREASURY SHARES RESERVE
Six months ended Year ended
31 December 2025 30 June 2025
(Unaudited) (Audited)
Number £ Number £
Opening balance 19,471,415 19,298,454 26,885,262 28,022,816
Treasury shares purchased during the period/year 4,648,847 6,646,405 7,712,153 9,049,179
Treasury shares cancelled during the period/year - - (15,126,000) (17,773,541)
Closing balance 24,120,262 25,944,859 19,471,415 19,298,454
During the period ended 31 December 2025, 4,648,847 Treasury shares (2024:
1,315,000) were purchased at an average price of 142.97p per share (2024:
105.46p), representing an average discount to NAV at the time of purchase of
19.45%. All of these shares will be cancelled in due course. No Treasury
shares were sold during the period ended 31 December 2025 or 31 December 2024.
8. DIVIDENDS
No Dividend has been declared for the six months ended 31 December 2025.
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 50,000 (30 June 2025: 10,000)
Ordinary shares in the Company, representing 0.08% (30 June 2025: 0.01%) of
the voting share capital of the Company at 31 December 2025.
As at 31 December 2025, Crystal Amber Asset Management (Guernsey) Limited held
2,209,448 (30 June 2025: 4,067,781) ordinary shares in Crystal Amber Fund
Limited equivalent to 3.65 per cent (30 June 2025: 6.24 per cent) of the
voting share capital. As at 31 December 2025, these shares are valued at the
closing bid price.
During the period the Company incurred management fees payable to the
Investment Manager of £345,000 (2024: £345,000), of which £57,500 were
outstanding at the period-end (30 June 2025: £115,000). No performance fees
were payable during the period (30 June 2025: £Nil) and none outstanding at
the period end.
As at 31 December 2025, the Company's investment in MMI is treated as an
unconsolidated subsidiary. The Company added to its holding of MMI obtaining
further shares at US$0.48 per share in three tranches since 18 July 2025. The
Fund now holds an aggregate of 418,944,800 preferred and common shares in MMI,
representing approximately 97.8% of its aggregated preferred and common issued
share capital. The Fund will consider providing further investment if
appropriate, alongside other cornerstone investors.
MMI was incorporated in Delaware, had six wholly-owned subsidiaries as at 31
December 2025 and its principal place of business is Boston. The six
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;
· Morphic Medical UK Ltd, a UK-incorporated company that conducts UK
business operations; and
· GI Dynamics Australia Pty Ltd, an Australian-incorporated company
that conducts Australian business operations.
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 in 2024, a new
Investment Management Agreement was agreed with the Investment Manager on 25th
October 2023. It was agreed that the Fund would pay a monthly fee of
£57,500 (£690,000 annually) from 1 January 2024 This fee equated to
approximately 0.64% of the current NAV on an annual basis. It was agreed that
the performance fee would continue to be calculated by reference to the
aggregate cash returned to Shareholders after 1 January 2022 and the
Investment Manager would 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.
Future Related Party Arrangements
Conditional upon Shareholder approval of the proposals set out in Circular to
Shareholders dated 31 March 2026, the existing Investment Management and
Investment Advisory Agreements will terminate on the Effective Date set out in
the Circular. New agreements will be entered into with Global Fund Management
Services Limited and Tarncourt Asset Management Limited as the new Investment
Manager and Investment Adviser respectively, introducing revised fixed and
performance-based fee structures. Furthermore, as part of the proposals,
Tarncourt has conditionally agreed to acquire a shareholding in the Company
from the Existing Investment Manager to ensure a continued alignment of
interests with Shareholders.
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.
Performance fee for period ended 31 December 2025
At 31 December 2025, the Basic Performance Hurdle was £Nil (as adjusted for
all dividends paid during the performance period on their respective payment
dates, compounded at the applicable annual rate) (June 2025: £Nil).
The aggregate cash returned to Shareholders after 1 July 2022 was £69,896,308
(30 June 2025: £63,249,905). Accordingly, no performance fee was earned
during the period ended 31 December 2025 (2024: £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 2025 30 June 2025
Number of Ordinary shares Total voting rights Number of Ordinary shares Total voting rights
Christopher Waldron((1)(2)) 30,000 0.04% 30,000 0.04%
Jane Le Maitre((2)) 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) ) 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 31 March 2026, the Company published a Shareholder Circular, outlining
proposals to adopt a new investment policy, appoint a new Investment Manager
and Investment Adviser, with new advisory, management and performance
arrangements and the adoption of new articles to provide for a periodic
continuation vote. The proposals are subject to Shareholder approval at an
EGM. If such approval is forthcoming, the proposals will take effect on the
Effective Date set out in the Circular all of which are expected to occur no
later than 30 April 2026.
Except for the above, there were no material events after the year end to the date on which these Financial
Statements were approved.
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
"Aer Lingus" means Aer Lingus Group Plc;
"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;
"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;
"Buyback" means the share buyback programme announced in December 2023, up to
an aggregate amount of £5 million;
"CE mark" means a certification mark that indicates conformity with health,
safety, and environmental protection standards;
"CEO" means chief executive officer;
"CFO" means chief financial officer;
"Circular" means the Shareholder Circular in relation to the recommended
proposals for Shareholder approval at the proposed Extraordinary General
Meeting on 22 April 2026;
"Company" or "Fund" means Crystal Amber Fund Limited;
"Companies Law" means the Companies (Guernsey) Law, 2008, (as amended);
"De La Rue" means De La Rue Plc;
"EBITDA" means earnings before interest, taxes, depreciation and amortisation;
"EGM" means the Extraordinary General Meeting;
"FDA" means the United States Food and Drug Administration;
"Fractyl" means Fractyl Health Inc;
"FV" means Fair Value;
"FVTPL" means Fair Value Through Profit or Loss;
"General Meeting" means a general meeting of the Company;
"Global Fund Management or GFM" mean Global Fund Management Services Limited,
the proposed new Investment Manager;
"GID" or "GI Dynamics" means GI Dynamics, Inc;
"HBA1C" means Haemoglobin A1C test;
"Hurricane Energy" means Hurricane Energy Plc;
"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;
"Investment Adviser" means Crystal Amber Advisers (UK) LLP;
"Investment Advisory Agreement" means the investment advisory agreement
between the Company and the Investment Adviser;
"Investment Manager" means Crystal Amber Asset Management (Guernsey) Limited;
"IPO" means Initial Public Offering;
"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;
"Ordinary share" means an allotted, called up and fully paid Ordinary share of
the Company of £0.01 each;
"Pinewood" means Pinewood Group Plc;
"PWERM" means Probability Weighted Expected Return Method;
"Small Cap Index" means an index of small market capitalisation companies;
"SORP" means Statement of Recommended Practice;
"Tarncourt" means Tarncourt Asset Management;
"Thorntons" means Thorntons Plc;
"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 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.
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. END IR FIFEEVRILVIR
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