REG - Crystal Amber Fund - Posting of Circular and Notice of EGM

Crystal Amber FundAnnouncement

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RNS Number : 8164Y  Crystal Amber Fund Limited  31 March 2026

31 March 2026

 

Crystal Amber Fund Limited

("Crystal Amber Fund", the "Company" or the "Fund")

 

Proposals for change in investment policy, appointment of new investment
manager and new investment adviser and adoption of new Articles - posting of
Circular and Notice of Extraordinary General Meeting

 

Highlights

 

The Board of Crystal Amber Fund is pleased to announce the publication of a
Circular containing a Notice of Extraordinary General Meeting to seek
Shareholder approval for the follow proposals:

 

·    the change in the strategy of the Company and adoption of the New
Investment Policy;

·    the appointment of the New Investment Manager and New Investment
Adviser, incorporating new advisory, management and performance fee
arrangements; and

·    the adoption of the New Articles to provide for a periodic
continuation vote as described in the Circular.

 

The Extraordinary General Meeting is due to be held at the registered office
of the Company at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1
4LY at 9.30 a.m. on 22 April 2026.

 

Irrevocable undertakings

 

The Company has received undertakings to vote in favour of the Resolutions
have been received from Shareholders representing approximately 49.15% of the
Total Voting Rights. These include undertakings from Saba Capital Management
L.P. (currently beneficially interested in approximately 23.79% of the Total
Voting Rights) and Merseyside Pension Fund (currently beneficially interested
in approximately 21.66% of the Total Voting Rights).

 

In addition, the Existing Investment Manager has undertaken to vote in favour
of the Resolutions in respect of its entire beneficial shareholding of
Ordinary Shares representing approximately 3.70% of the Total Voting Rights
(assuming that the proposed sale of Ordinary Shares by the Existing Investment
Manager to Tarncourt as described below and in paragraph 9 of part 1 of the
Circular, completes after the EGM).  Should such sale complete prior to the
EGM, the Existing Investment Manager's undertaking will, from completion of
such sale, exclude those Ordinary Shares, for which Tarncourt will undertake
to vote in favour of the Resolutions.

 

Purchase of Ordinary Shares by Tarncourt

 

Tarncourt (the owner of the proposed New Investment Adviser) intends to
acquire 1,645,930 Ordinary Shares from Crystal Amber Asset Management
(Guernsey) Limited, the Existing Investment Manager, at the prevailing
mid-market price per Ordinary Share. It is intended that such acquisition
would be effected following the publication of this Circular and prior to the
Extraordinary General Meeting.

 

Following completion of the purchase, the Existing Investment Manager will
hold 563,518 Ordinary Shares, representing approximately 0.94% of the Total
Voting Rights (assuming no other sales), and Tarncourt will hold 1,645,930
Ordinary Shares, representing approximately 2.76% of the Total Voting Rights.

 

Further to the Company's announcement on 14 November 2025, there is no longer
a commitment in place for Tarncourt to acquire ordinary shares in the Company
from Saba Capital Management, L.P..

 

Recommendation

 

The Board considers the Proposals to be in the best interests of the Company
and Shareholders as a whole.  Accordingly, the Board recommends that
Shareholders vote in favour of the Resolutions to be proposed at the
Extraordinary General Meeting, as they intend to do in respect of their own
beneficial holdings which, as at 30 March 2026, being the latest practicable
date prior to the publication of the Circular, amount in aggregate to 51,000
Ordinary Shares, representing approximately 0.085% of the Total Voting Rights.

 

Details of the Proposals are set out further below, as extracted from the
Circular, including details of the background to and reasons for the
Proposals, details of the New Investment Manager and the New Investment
Adviser and details of the New Investment Policy, as well as an update on the
Fund's investments.

 

The Circular will be available today on the Company's website:
https://www.crystalamber.com/ (https://www.crystalamber.com/)

 

 

 

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

 

 

Capitalised terms in this announcement have the meaning ascribed to them in
the definitions section of the Circular, unless otherwise defined in this
announcement.

 

Further details of the Proposals - extracts from the Circular

 

The following sections have been extracted from the Circular being posted to
Shareholders today.  References to "this document" are to the Circular.

 

Part 1

 

1.    Introduction

 

On 14 November 2025, the Company announced an update regarding the proposed
future strategy and management of the Company following discussions with
larger Shareholders as disclosed in the Company's final results to 30 June
2025 (published on 17 October 2025).

 

In light of the Company's performance, including its realised investments and
the resulting composition of its portfolio, together with the status and
opportunity with MMI, the Board is proposing a number of changes which,
following constructive discussions with some of the Company's largest
Shareholders and given the intention of the Existing Investment Manager to
retire, it considers to be in the best interests of the Company and
Shareholders as a whole.

 

This document therefore sets out details of the Proposals comprising:

 

·    a change in the strategy of the Company and adoption of the New
Investment Policy;

 

·    the appointment of the New Investment Manager and New Investment
Adviser, incorporating new advisory, management and performance fee
arrangements; and

 

·    the adoption of the New Articles to provide for a periodic
continuation vote as described in this Circular.

 

The Proposals are subject to Shareholder approval at the EGM.  It should be
noted that the adoption of the New Investment Policy and the appointment of
the New Investment Manager and New Investment Adviser are conditional upon the
approval of Resolution 1 at the EGM and will proceed even if Resolution 2 to
adopt New Articles is not passed.  However, Resolution 2 is conditional upon
Resolution 1 being passed.

 

If such approvals are forthcoming, the Proposals will take effect on the
Effective Date (which is expected to occur no later than 30 April 2026),
confirmation of which will be announced via a Regulatory Information Service
announcement in due course.

 

This document sets out details of the Proposals, including the change of
strategy and adoption of the New Investment Policy, background on, and the
structure of the arrangements with, the New Investment Manager and the New
Investment Adviser, and adoption of the New Articles to provide for a periodic
continuation vote, and the reasons why the Board recommends that you vote in
favour of the Resolutions to approve the Proposals.

 

Notice of the Extraordinary General Meeting to be held at the offices of
Ocorian Administration (Guernsey) Limited at Trafalgar Court, Les Banques, St
Peter Port, Guernsey at 9.30 a.m. on 22 April 2026 is set out at the end of
this document.

 

2.    Background to, and reasons for, the Proposals

 

Crystal Amber Fund Limited is a closed-ended investment company, incorporated
in Guernsey on 22 June 2007 and whose Ordinary Shares were admitted to trading
on AIM on 17 June 2008. The Company is a soft activist fund which aimed to
identify and invest in undervalued companies and, where necessary, take steps
to enhance their value.

 

On 7 March 2022, Shareholders approved the adoption of a strategy of
maximising capital returned to Shareholders by way of timely disposals,
including trade sales of the Fund's strategic holdings, where appropriate. The
full text of the Existing Investment Policy adopted on 7 March 2022 is set out
in Part 2 of the shareholder circular dated 15 February 2022.

 

Following the Fund's successful cash realisation of its shareholding in DLAR,
the Fund's 97.8% shareholding in MMI now comprises 78.7% of the Fund's NAV(1),
with cash of approximately £13.3 million making up a further 12.6% of NAV 1 
(#_ftn1) . Following MMI receiving CE mark regulatory approval for its Reset®
device, 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 in between late 2027 and early 2028. FDA approval for the
Reset® device in the US is expected in either 2028 or 2029.

 

Paragraph 7 of this Part 1 provides a further update on MMI and the Fund's
other investments.

 

Recognising MMI's potential to deliver substantial additional Shareholder
value, the Board believes that the optimal time to seek to realise its
investment in MMI would be following FDA approval and access to the US market.
Consequently, the Board believes that the Fund should continue to actively
manage its investment in MMI until then. In addition, the Company holds a
small number of residual legacy investments which, while capable of
realisation over time, are sub-scale relative to the Company's current NAV and
strategic focus. The Board believes that the orderly realisation of these
legacy investments, alongside the active management of the Company's
investment in MMI, will support a reduction in portfolio concentration and
provide additional liquidity to be redeployed in line with the New Investment
Policy.

 

In addition, the Existing Investment Manager has informed the Board of its
intention to resign as investment manager. The Existing Investment Manager,
with its principal, 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 Investment Manager's decision. 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.

 

In light of these factors and following engagement with some of the Fund's
largest Shareholders, the Board has determined that the appointment of GFM as
the New Investment Manager and Tarncourt Asset Management as the New
Investment Adviser that can assist with the investment requirements and
commercialisation of MMI and adopt a new strategy utilising the Fund's cash
resources to make new investments, represents the best course to enhance
long-term Shareholder value and liquidity.

 

3.    Details of the Proposals

 

3.1 Appointment of the New Investment Manager

 

The Company is proposing to appoint the New Investment Manager, GFM, as its
AIFM to make investments in relevant target companies and oversee management
of the Fund's portfolio, as advised by the New Investment Adviser, Tarncourt
Asset Management.

 

GFM is an independent Guernsey fund management company, licensed to carry out
controlled investment business and part of New Street Management Limited
(known as NSM Group).  NSM Group is an independent financial services group,
headquartered in Guernsey, providing private client, funds and corporate
services.

 

GFM will provide portfolio and risk management services to the Fund under the
terms of the New Investment Management Agreement and will receive advice on
the Fund's investments from the New Investment Adviser as described below.

 

Details of the New Investment Management Agreement, which will take effect on
the Effective Date, are set out in Part 3 of this document, including details
of annual fees and other arrangements.

 

3.2 Appointment of the New Investment Adviser

 

The Company and the New Investment Manager will appoint Tarncourt Asset
Management to source and analyse potential investment opportunities for the
New Investment Manager and to provide investment recommendations, general
investment advice and related services in respect of the Company's
investments.

 

The New Investment Adviser was incorporated in England on 13 January 2026 as a
wholly-owned subsidiary of Tarncourt and will be acting as an appointed
representative of Robert Quinn Advisory LLP, an FCA authorised firm. Robert
Quinn Advisory LLP is part of Robert Quinn Consulting Limited, an
international regulatory compliance consultancy firm. The necessary regulatory
approvals for the New Investment Adviser to be such appointed representative
have been obtained.

 

About Tarncourt and Tarncourt Asset Management

 

Tarncourt is a privately owned investment vehicle and family office founded by
Charles Dickson in 2012, with experience investing across public and private
markets. Tarncourt Asset Management is a newly established, wholly owned
subsidiary of Tarncourt, formed to act as the New Investment Adviser.

 

Tarncourt Asset Management will apply a disciplined, value-focused investment
strategy aimed at generating long-term capital growth through investment in
undervalued opportunities and active support of portfolio companies, informed
by the approach developed by Tarncourt across its proprietary investments.
Tarncourt Asset Management is led by Charles Dickson and Simon Hicks.

 

Charles Dickson is an experienced investor with a track record of identifying
undervalued opportunities and building businesses across multiple sectors. He
is currently Chief Executive Officer of AIM-quoted Roadside Real Estate plc
and was a co-founder of Apache Capital Partners Limited, a leading participant
in the UK build-to-rent sector. His investments include Cambridge Sleep
Sciences Limited, Adarga Limited and Verso Biosense Limited, spanning
technology and life sciences.

 

Simon Hicks brings experience across capital markets, investment banking and
mergers and acquisitions, having previously served as a director at Cavendish
Capital Markets. His experience includes advising UK listed companies on
capital raisings, strategic transactions and investor engagement.

 

Alignment of interests is a central feature of Tarncourt's approach. As
described in paragraph 9 of Part 1 of this Circular below, Tarncourt intends
to acquire a shareholding in the Company, providing direct economic exposure
to the Company's performance alongside other Shareholders. In addition,
performance fees under the New Investment Advisory Agreement are expected to
be settled primarily in Ordinary Shares subject to a three-year lock-up with
staggered release rather than cash where possible, further aligning the New
Investment Adviser's remuneration with long-term Shareholder value.

 

Tarncourt Asset Management intends to apply the investment philosophy
developed by Tarncourt in managing proprietary capital, adapted as appropriate
to the Company's investment objective, risk framework and governance
requirements. In doing so, Tarncourt Asset Management will draw on fundamental
analysis and active engagement, as well as its network across public and
private markets, to support portfolio companies, source investment
opportunities and enhance long-term Shareholder value.

 

Summary of the fee arrangements under the New Investment Advisory Agreement

 

The Board believes that the terms of the New Investment Advisory Agreement are
fair, competitive and aligned with the interests of Shareholders. Under the
New Investment Advisory Agreement and the New Investment Management Agreement,
there will be no material change to the aggregate level of management and
advisory fees payable by the Company compared to those paid to the Existing
Investment Manager, subject to advisory fees being calculated on a market
capitalisation basis rather than on a NAV basis. In addition, a new
performance fee arrangement will be introduced to enhance alignment with
Shareholder interests and provide appropriate incentives for the New
Investment Adviser.

 

The approach taken to performance fee calculation methodology and overall
structure under the New Investment Advisory Agreement will be broadly similar
to that which applied under the Existing Investment Management Agreement prior
to the adoption of the wind-down strategy for the Company in 2022. However,
instead of the previous single-pool structure with a tiered hurdle rate
between 7% and 10% and a performance fee of 20%, the new arrangements divide
the Company's assets into three distinct pools with differentiated terms.

 

First, for calculation purposes, the Company's MMI Investment will be
ring‑fenced into the MMI Investment Pool, subject to a non‑compounding 8%
hurdle rate and a 10% performance fee, with the performance period commencing
on 1 July 2028 unless the MMI Investment is realised in whole or in part
before that date at which point a 5% performance fee may be payable and, if
so, will be assessed and settled at the end of the annual period next
following the date of such realisation and will be calculated by reference to
the combination of the realised proceeds and the NAV of any residual interest
in MMI as at the end of that annual period.

 

Second, the New Investment Pool will comprise all investments made following
the New Investment Adviser's appointment. A non‑compounding 8% hurdle rate
will apply to this pool (except that for any uninvested cash during the period
ending 30 June 2027, where the non-compounding Sterling Overnight Index
Average (SONIA) rate will apply).  The performance fee rate will be 15%, with
the first performance period running from the Effective Date until 30 June
2027, and subsequent performance periods assessed annually to 30 June
thereafter.

 

Finally, the Legacy Investment Pool will comprise all existing assets other
than the MMI Investment, in respect of which no performance fee will be
payable.

 

As under the previous fee structure, all performance fees will be subject to a
high watermark.

 

Accordingly, the revised fee proposals are intended, so far as practicable, to
maintain overall continuity and alignment with prior Shareholder expectations
and have been specifically structured to promote long-term alignment, with
settlement expected primarily in Ordinary Shares rather than cash, thereby
directly linking the New Investment Adviser's remuneration to the performance
of the Company's share price and NAV. The differentiated pool structure
ensures that the New Investment Adviser is appropriately incentivised both to
maximise value from the existing investment in MMI, and to originate and
execute new investment opportunities in line with the New Investment Policy.

 

In particular, the deferral of performance fee eligibility in respect of the
MMI Investment Pool during the initial performance period to 30 June 2028
(subject to potential acceleration where a realisation occurs before that date
as described above) together with the exclusion of the Legacy Investment Pool
from performance fee eligibility, ensures that the New Investment Adviser's
remuneration is aligned to value creation over time rather than to the
performance of legacy assets that require limited ongoing management. This
approach is intended to encourage both active management of the MMI Investment
and the disciplined deployment of capital into new investments in accordance
with the New Investment Policy. This structure ensures that the New Investment
Adviser does not receive performance-based remuneration by reference to
historic value in the legacy portfolio and is accordingly incentivised to
generate new sources of Shareholder value.

 

The Investment Adviser will also be entitled to an annual advisory fee which
starts at 1% of the Company's market capitalisation and which will accrue
monthly from the Effective Date and be payable quarterly. Each monthly accrual
will be calculated based on the month‑end market capitalisation of the
Company (being the number of issued Ordinary Shares excluding Treasury Shares,
multiplied by the closing mid‑market share price as at the last Business Day
of that month). Such fee percentage will reduce to 0.8% on such part of the
market capitalisation above £150 million and 0.7% on such part above £250
million.  The minimum annual fee payable to the New Investment Adviser will
be £645,000.

 

The New Investment Advisory Agreement will take effect on the Effective Date
subject to Shareholder approval of Resolution 1.

 

Full details of the New Investment Advisory Agreement, including details of
annual fees, performance fees and other arrangements, are set out in Part 3 of
this document. Taken together, the proposed shareholding acquisition by
Tarncourt and the equity-settled performance fee arrangements are intended to
ensure close alignment between the New Investment Adviser's incentives and
long-term Shareholder outcomes.

 

3.3 Existing Investment Manager and Existing Investment Adviser

 

The Existing Investment Management Agreement and the Existing Investment
Advisory Agreement will terminate on the Effective Date without any
compensation payable by the Company to the Existing Investment Manager or the
Existing Investment Adviser.

 

The administration of the Company will continue to be undertaken by Ocorian
Administration (Guernsey) Limited.

 

3.4 New Investment Policy and strategy

 

The appointment of the New Investment Adviser is intended to support the
implementation of the Company's New Investment Policy, as set out in Part 2 of
this Circular. The New Investment Adviser will seek to generate long-term
capital growth through active management of the Company's existing
investments, including MMI, together with the selective deployment of the
Company's cash resources and, over time, proceeds from the realisation of
legacy investments into new investment opportunities.

 

Management of existing investments and MMI

 

In the near term, the New Investment Adviser will focus on continued active
ownership of the Company's existing portfolio. In relation to MMI, this will
include maintaining oversight through the FDA approval process, supporting the
commercialisation strategy and assisting with capital planning and
fundraising. While the Company expects to continue to support MMI's funding
requirements, the Board and the New Investment Adviser are mindful of the
risks associated with excessive concentration and funding reliance.

 

Consistent with the New Investment Policy, the Company does not expect to
provide more than approximately 25% of any material growth fundraising
undertaken by MMI, with the aim that the balance is provided by
sector-specialist financial investors and/or strategic partners (although
third party funding cannot be guaranteed). Tarncourt Asset Management believes
that this approach should help preserve the Company's equity interest and
influence while, over time, reducing concentration risk.

 

An update on MMI is provided below in paragraph 7 of this Part 1.

 

3.5 Tarncourt's experience and investment approach

 

Tarncourt Asset Management intends to apply the investment philosophy
developed through Tarncourt's management of proprietary capital, adapted as
appropriate to the Company's investment objective, risk framework and
governance requirements. Relevant experience includes the following:

 

Roadside Real Estate plc

 

·    Business overview: Roadside Real Estate plc (Roadside) is an
AIM-quoted company focused on the ownership, development and aggregation of UK
roadside operational real estate assets, specifically petrol filling stations
and associated convenience retail sites.

 

·    Strategic repositioning and execution: under the leadership of
Charles Dickson, the Company was repositioned from a legacy real estate
vehicle into a focused roadside and fuel-oriented operational real estate
platform. This repositioning included Roadside's first acquisition under the
revised strategy, supported by a strengthened senior management team.

 

·    Value creation and market impact: the successful execution of the
revised strategy has been reflected in a material improvement in market
perception, liquidity and valuation over time, including the progressive
institutionalisation of the shareholder register, demonstrating experience of
driving strategic change and long-term value creation within an AIM-quoted
company.

 

Cambridge Sleep Sciences Limited

 

·    Business overview: Cambridge Sleep Sciences Limited (CSS) is a
UK-based sleep technology company developing proprietary digital therapeutics
designed to improve sleep quality, with applications across consumer health
and wellness markets.

 

·    Investment and partial exit: Roadside Real Estate plc originally
invested £2.7 million in CSS in March 2020. In March 2024, Roadside completed
a partial sale of a 10% equity interest in CSS for cash consideration of £6.0
million, implying an equity valuation for CSS of approximately £60 million at
that time.

 

·    Contracted exit and value realisation: following the partial
disposal, Roadside retained a significant minority interest in CSS and
subsequently entered into binding arrangements providing for the realisation
of a minimum of £48 million from the disposal of its remaining shareholding,
subject to agreed terms and conditions. Taken together with the completed
partial sale, this represents a material uplift on the original capital
invested and demonstrates experience of executing staged exits and delivering
significant value realisation from earlier-stage investments.

 

Verso Biosense Limited

 

·    Business overview: Verso Biosense Limited (Verso Biosense, formerly
VivoPlex) is a UK medical technology company developing implantable biosensor
platforms designed to capture continuous physiological data to support
diagnostics and treatment in women's and reproductive health.

 

·    Founding, funding and development: VivoPlex was introduced to the
Dickson family in 2015 through contacts at the University of Southampton, from
which the underlying technology originated. The Dickson family formed VivoPlex
alongside the academic founders and provided early-stage funding to support
the commercialisation of the technology and development of a novel medical
device. In 2018, the company completed a £3.0 million Series A funding round,
led by the Dickson family.

 

·    Clinical and regulatory progression: Verso Biosense has completed
clinical studies generating continuous physiological data from uterine
environments and has pursued regulatory approvals for UKCA and CE marking for
its uterine monitoring platform. The company continues to work with healthcare
professionals and institutions to expand its clinical trial programme and
support future regulatory submissions and commercialisation pathways.

 

·    Relevance to the Company: This investment demonstrates experience in
originating, funding and supporting a regulated medical technology business
through fund-raising, clinical development, regulatory engagement and
long-term commercialisation planning, experience that is directly relevant to
the clinical, regulatory and capital-raising challenges associated with MMI.

 

Apache Capital Partners Limited

 

·    Business overview: Apache Capital Partners Limited (Apache) is a
UK-based real estate investment manager specialising in the build-to-rent
("BTR") sector, established to originate, develop and manage large-scale
residential rental assets on behalf of institutional investors.

 

·    Platform formation and growth: Charles Dickson was a co-founder of
Apache and was involved in the establishment and scaling of the platform,
including the creation of long-term joint venture structures with
institutional investors. Apache has grown to manage several billion pounds of
assets under management, supported by capital from major UK and international
institutional investors, and has delivered a substantial portfolio of
completed and pipeline BTR schemes across the UK.

 

·    Relevance to the Company: This experience demonstrates the ability to
originate and scale an investment platform, raise and manage third-party
institutional capital, structure long-term partnerships and deliver complex
assets over extended investment horizons, experience that is relevant to
capital strategy, governance and long-term value creation within the Company.

 

Deployment of capital and diversification

 

Alongside the management of existing investments, the New Investment Adviser
will seek to deploy capital into new investments across private and public
markets, primarily in the UK and Europe, where it believes intrinsic value is
not fully reflected in current valuations. Investments are expected to be
value-oriented and assessed with a strong emphasis on downside protection and
risk-adjusted returns.

 

Investments may include equity, debt or other instruments, including
structured instruments such as convertibles where appropriate. Over time, and
subject to market conditions and the availability of suitable opportunities,
the New Investment Adviser expects that the Company's portfolio will become
more diversified, although this is expected to occur gradually and cannot be
guaranteed.

 

Active ownership and legacy realisations

 

The New Investment Adviser intends to adopt an active ownership approach,
engaging constructively with investee companies to influence strategy, capital
allocation and governance where appropriate, without assuming day-to-day
operational control. The Company is also expected to seek to exit remaining
sub-scale legacy investments as opportunities arise, recycling capital into
higher-conviction investment opportunities in line with the New Investment
Policy.

 

Further details of the New Investment Policy and strategy are set out in Part
2 of this document.

 

3.6 Adoption of New Articles to include a continuation vote

 

It is proposed that, conditional upon Shareholder approval of the Resolutions
and with effect from the Effective Date, the Articles will provide for
Shareholders to be given the opportunity to vote periodically upon the
continuation of the Company.

 

Accordingly, at the annual general meeting of the Company after the earlier of
(i) three years from the Effective Date and (ii) 18 months following the
realisation of all, or substantially all, of the Company's investment in MMI,
an ordinary resolution will be proposed to Shareholders for the continuation
of the Company. If the resolution is passed, a similar resolution will be
proposed at every third annual general meeting thereafter. If any such
resolution is not passed, the Directors shall formulate proposals to be put to
the Shareholders to reorganise, reconstruct, or wind up the Company and return
excess cash to Shareholders.

 

Further details of the new continuation votes are set out under "Life of the
Company" in Part 2 of this document.

 

A draft of the proposed New Articles (showing the full terms of the changes
proposed to be made to reflect the above) may be inspected at the registered
office of the Company, Trafalgar Court, Les Banques, St Peter Port, Guernsey
GY1 4LY, during usual business hours on any weekday (Saturdays, Sundays and
public holidays excepted) from the date of this Circular up to and including
the date of the Extraordinary General Meeting and at the place of the
Extraordinary General Meeting for at least 15 minutes before and during the
Extraordinary General Meeting.

 

Should Resolution 1 be passed but Resolution 2 not be passed, the Board will
provide Shareholders with a further opportunity to vote on the adoption of a
like mechanism for the continuation of the Company at a future general
meeting.

 

4.    Benefits of the Proposals

 

The Board believes, having taken into account the views of certain
Shareholders and the Existing Investment Manager, that the Proposals are in
the best interests of the Company and its Shareholders as a whole, and should
deliver the following principal benefits:

 

·    allowing the Fund to continue to actively manage its investment in
MMI until FDA approval of Reset® (expected in 2028 or 2029) and access to the
US market is forthcoming, which the Board believes would be the optimal time
to seek to realise some or all of its investment in MMI;

 

·    the engagement of the New Investment Adviser should enable it to
assist with the investment requirements and commercialisation of MMI through
its sector experience and contact network;

 

·    the cash resources of the Company will continue to be proactively
managed and invested to enhance shareholder value and liquidity during the
time to realise all, or substantially all, of the value of the MMI Investment;

 

·    addressing the retirement of the Fund's Existing Investment Manager,
providing an orderly transition to the New Investment Adviser and New
Investment Manager with a new strategy that also aims to constructively
influence outcomes for the benefit of Shareholders;

 

·    the New Investment Policy and strategy will seek to reduce the
concentration of the Fund's portfolio, thereby reducing risk and relative
cost;

 

·    enabling the Company to continue as a quoted company on AIM, aiding
liquidity and longer term prospects for Shareholders;

 

·    a management and advisory fee structure designed to bring alignment,
capital appreciation and returns for Shareholders;

 

·    the introduction of periodic continuation votes enhances Shareholder
oversight and control over the future of the Company;

 

·    the New Investment Policy and strategy is expected, over time, to
improve share liquidity and broaden the Company's investor base; and

 

·    flexibility for the continued return of capital through a share
buyback programme at appropriate times.

 

The Board believes that the appointment of Tarncourt Asset Management as the
New Investment Adviser is particularly appropriate given its experience
supporting businesses with significant growth potential through regulatory and
commercial inflection points, together with its disciplined approach to
capital allocation, active ownership and alignment of interests with
Shareholders.

 

5.    Conditions to the Proposals

 

The Proposals are subject to Shareholder approval at the EGM, although
approval of Resolution 1 to adopt the New Investment Policy is not conditional
upon the approval of Resolution 2 to adopt the New Articles. However,
Resolution 2 is conditional upon Resolution 1 being passed.

 

On the Effective Date, the New Investment Management Agreement and the New
Investment Advisory Agreement will become unconditional and therefore the
Proposals will take effect.  Updates will be provided via a Regulatory
Information Service announcement.

 

In the event that the necessary Shareholder approval is not received in a
timely manner or at all, the Board will retain the services of the Existing
Investment Manager and Existing Investment Adviser in the short-term and will
look to source alternative arrangements for the management of the Company's
investments and strategy, or will otherwise consult with Shareholders as to
the future direction of the Company, bearing in mind the status of MMI.

 

6.    Costs of the Proposals

 

The costs and expenses incurred by the Company to implement the Proposals are
estimated to amount to approximately £300,000.

 

7.    Status of the current portfolio of investments of the Company

 

Morphic Medical, Inc.

 

Morphic Medical Inc. owns Reset®, the world's first medical device focused on
treating the root cause of obesity and type 2 diabetes. The Company owns
approximately 97.8% of its fully diluted issued share capital.

 

Patient recruitment in the USA for the pivotal FDA study for Reset® is
accelerating. Last month, two further procedures were carried out in Miami and
seven patients are 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.

 

MMI remains in discussions with several potential investors, including some
large, multi-national medical device companies. Whilst there can be no
certainty at this stage, the directors of MMI believe that any such investment
may be at a premium to the Company's current carrying value of MMI. Recently,
MMI presented at MedInvest, New York and has received further expressions of
interest.

 

As the Company announced on 14 November 2025, recognising MMI's potential to
deliver substantial additional shareholder value, the Board believes that the
optimal time to seek to realise its investment in MMI would be following FDA
approval and access to the US market, which is expected in 2028 or 2029.

 

MMI expects to appoint Dr Terri Cooper as a Non-Executive Director. Dr Cooper
is a recognised life sciences healthcare expert, with more than 35 years'
experience working globally across public and private sectors with complex
industry, business, technology, DEI, brand-building and regulatory
imperatives. This includes leading Deloitte's global healthcare sector and
building the firm's Life Sciences R&D practice. Dr Cooper is the board
chair for Verso Biosense, the vice board chair for the Classical Theatre of
Harlem, sits on the advisory boards of the USTA Foundation and EnrichedHQ and
is a Trustee at LifeArc. She holds a PhD in pharmacology from the University
of London.

 

Allied Minds plc

 

Allied Minds is an IP commercialisation company primarily focused on
early-stage company development within the technology sector. Following
cancellation of its London Stock Exchange listing in November 2022, its
board's strategic priority has been to manage the existing investments through
to orderly exit and return surplus cash to shareholders.

 

Allied Minds now holds two investments which the Existing Investment Manager
believes are capable of generating investment returns: Federated Wireless (a
US-based SaaS company serving the telecom sector, which is commercialising the
shared and unlicensed spectrum for 4G and 5G wireless systems) and Orbital
Sidekick (a US-based company developing capabilities in aerial and space-based
hyperspectral imaging and analytics).

 

Federated Wireless is expecting to have delivered 36% year-on-year recurring
revenue growth for 2025,  for full-year revenues of c.$19m, and gross margins
of 61%, with the business being EBITDA and cash-flow positive. Market share
has increased materially to 77%, up from around 50% at the start of the year,
supported by strong execution and cost discipline.

 

By contrast, Orbital Sidekick has struggled to attract credible acquisition
interest or funding despite a modest bridge round, and the Board now expects
limited or no value recovery.

 

At the Allied Minds level, the cost base has been reduced dramatically to
c.$400k annually, providing an expected two years of cash runway and aligning
with a targeted Federated Wireless exit in 2027.

 

The Company has been an investor in Allied Minds since 2018, owning 18.2% of
its issued share capital. The latest audited valuation of Allied Minds shows
net assets of $38.7 million. The Fund's share would equate to approximately
£5.25 million. Reflecting a liquidity discount, the Fund has a carrying value
for Allied Minds of £3.8 million.

 

Sigma Broking Limited

 

Sigma comprises three separate broking divisions: it is a member of the London
Metals Exchange, has a wealth management business and has a 50% interest in
Novum Investment Management, a provider of solutions to UK pension schemes.
Sigma has publicly disclosed that it is in advanced discussions to sell its
broking business.

 

Should this disposal be made, the Fund is expecting either a cash return from
Sigma or a potential sale of its shareholding, which represents 8.6% of
Sigma's issued share capital and has a carrying value of £4.95 million.

 

Sutton Harbour Group plc

 

Sutton Harbour is quoted on the AIM market and owns and operates Sutton
Harbour in Plymouth, Devon, as well as an adjacent marina. It also has a
property portfolio comprising revenue generating car parks, Plymouth
fisheries, a portfolio of tenanted investment properties and land with
development potential.

 

Sutton Harbour's strategy to create value through the profitable development
of sites under its ownership has been hampered by economic factors undermining
the viability of new building. It has progressively reduced bank borrowing
through the disposal of selected properties, though this has in turn reduced
the income earning asset base. The current economic environment does not
favour new development. The Fund has made its views clear to management that
Sutton Harbour should be sold, so that bank debt of £18 million could be
substantially reduced or virtually eliminated. The Existing Investment Manager
believes that Sutton Harbour marina is an extremely attractive, cash
generating asset.

 

Sutton Harbour has a net asset value per share of 24.2p, yet its share price
currently trades at 4.5p. The Fund's carrying value is based on the bid price,
giving a valuation of the Fund's holding of £559,000.

 

8.    Returns, dividends and repurchase of Ordinary Shares

 

As the New Investment Policy is predominantly to seek returns through capital
appreciation and reinvestment, the Directors do not intend to commence the
payment of dividends or other distributions in the immediate future. However,
the Directors may, in the future, consider the payment of dividends, or other
methods of returning capital to Shareholders, when, in the view of the
Directors and having taken into account the Company's working capital needs,
investment policy and the investment opportunities then available to the
Company, the Company is able to do so. In addition, the payment of any such
dividends or distributions will be subject to the solvency test prescribed by
the Companies Law.

 

More specifically, in the event that there is a material realisation of
investments by the Company, including a material secondary sell down of the
Company's stake in MMI, or if there is a primary fundraising for MMI with
other investors that, in the Board's view, leaves the Company with material
excess cash, the Board will assess whether a distribution to Shareholders of a
portion of that cash is in the best interests of the Company and its
Shareholders and, if so, will consider the most appropriate mechanism for
returning such capital at the relevant time.

 

The Board intends to maintain the ability to repurchase the Company's shares
in the market where it considers such purchases to be in the best interests of
Shareholders. The Company's share buyback programme expired on 15 March 2026
and the Board's current expectation is that it will continue to maintain the
flexibility of a buyback programme subject to prevailing conditions.

 

Purchases made under the buyback may only be made at prices below the
estimated NAV per Ordinary Share based on the last published NAV as at the
date of the purchase and when the Ordinary Shares trade at a discount to the
NAV of more than 20%.

 

There is no guarantee that a renewed buyback programme will be implemented in
full or that any purchases will be made. The Company reserves the right to
bring a halt to the buyback programme under circumstances that it deems to be
appropriate and in accordance with relevant law and regulation.

 

9.    Purchase of Ordinary Shares by Tarncourt

 

Tarncourt has discussed the potential acquisition of approximately 1,645,930
Ordinary Shares from the Existing Investment Manager.  It is intended that
such acquisition would be effected following the publication of this Circular
and prior to the Extraordinary General Meeting, at the prevailing mid-market
price per Ordinary Share.

 

Following completion of such purchase, if made, the Existing Investment
Manager would hold approximately 563,518 Ordinary Shares, representing
approximately 0.94% of the Total Voting Rights (assuming no other sales), and
Tarncourt would hold approximately 1,645,930 Ordinary Shares, representing
approximately 2.76% of the Total Voting Rights.

 

10.  Extraordinary General Meeting

 

At the end of this Circular, you will find the Notice of EGM, convening an
Extraordinary General Meeting of the Company, which is to be held at Trafalgar
Court, Les Banques, St Peter Port, Guernsey GY1 4LY at 9.30 a.m. on 22 April
2026, at which two Resolutions will be proposed:

 

·    Resolution 1 relates to the adoption of the New Investment Policy.
This Resolution will be proposed as an ordinary resolution and therefore the
passing of such Resolution will require a more than 50% majority of the votes
cast in person or by proxy.  The passing of Resolution 1 is necessary for the
appointment of the New Investment Adviser and the New Investment Manager.

 

·    Resolution 2 (which is conditional on Resolution 1 being passed)
relates to the adoption of the New Articles. This Resolution will be proposed
as a special resolution and therefore the passing of such Resolution will
require a more than 75% majority of the votes cast in person or by proxy.
Should Resolution 1 be passed but Resolution 2 not be passed, the Board will
provide Shareholders with a further opportunity to vote on the adoption of a
like mechanism for the continuation of the Company at a future general
meeting.  However, the appointment of the New Investment Adviser and the New
Investment Manager will still proceed at the Effective Date.

 

A draft of the proposed New Articles (showing the full terms of the changes
proposed to be made) may be inspected at the registered office of the Company,
Trafalgar Court, Les Banques, St Peter Port, Guernsey  GY1 4LY, during usual
business hours on any weekday (Saturdays, Sundays and public holidays
excepted) from the date of this Circular up to and including the date of the
Extraordinary General Meeting and at the place of the Extraordinary General
Meeting for at least 15 minutes before and during the Extraordinary General
Meeting.

 

The full text of the Resolutions to be proposed at the Extraordinary General
Meeting is set out in the Notice of EGM at the end of this Circular.

 

The implementation of the Proposals will require the approval of the
Resolutions.  If Resolution 1 is not passed then the Proposals will not
proceed as Resolution 2 is conditional upon the passing of Resolution 1.
However, if only Resolution 1 is passed, the adoption of the New Investment
Policy (and therefore the appointment of the New Investment Manager and the
New Investment Adviser) will proceed but the New Articles will not be
adopted.

 

Part 2

 

1.    Investment Objective

 

The Company's Investment Objective from the Effective Date will be to seek to
generate capital growth in excess of the FTSE All-Share Total Return Index
over the long term (being a period of at least five years), through the active
management of its existing investments, including MMI, and the selective
deployment of existing cash and, in due course, proceeds from the realisation
of portfolio investments into new opportunities across private and public
markets.

 

2.    Investment Policy

 

The New Investment Adviser will seek to identify and recommend value-oriented
opportunities for the Company with downside protection across private and
public markets, enabling the Company to take positions that allow it to
constructively influence outcomes for the benefit of Shareholders. Investments
will primarily focus on businesses headquartered or principally based in the
UK and Europe, while exceptional opportunities elsewhere may also be
considered.

 

The Company's net assets are currently concentrated in MMI, with cash held to
fund its future capital requirements, alongside a small residual portfolio of
legacy investments (Sutton Harbour, Sigma Broking, and Allied Minds) that are
expected to be realised over time. Deployment of cash will be carefully
managed to support both the funding needs of MMI, including using the New
Investment Adviser's network to assist with capital raising, and the selective
acquisition of new investments in line with the Investment Objective.

 

Investments will generally be made in private and public companies and may
include equity, debt, or other instruments that provide the Company with
flexibility to pursue attractive risk-adjusted returns. Decisions will be
long-term and value-driven, reflecting intrinsic value, operational progress,
and realisation potential. It is expected that the New Investment Adviser will
engage actively with portfolio companies, supporting management
constructively, but will not assume day-to-day operational control or
routinely take board seats.

 

Over time, a gradual diversification away from MMI is expected as new
investments are identified, cash is deployed, and proceeds from the
realisation of legacy investments are recycled. Given the track record of
Tarncourt, it is expected that there will be a sector bias towards the
technology and life sciences sectors, although exceptional opportunities
elsewhere may also be considered.

 

It is expected that in the medium term, following the realisation of MMI and
the reinvestment of cash received, the majority of the Company's Net Asset
Value will be invested in approximately five to 10 high conviction positions,
and a further one to five smaller holdings.

 

The Company will not apply fixed holding periods, but generally will typically
aim to deliver an exit on investments within three to five years. Exit
decisions will be based on value realisation and the assessment of alternative
uses of capital.

 

Investment restrictions

 

The Company will observe the following investment restrictions:

 

·    Geography: investments will primarily be in companies headquartered
or principally based in the UK and Europe. Opportunities outside these regions
will only be considered with Board approval.

 

·    Sector: investments will not be made in companies primarily engaged
in extractive industries (e.g., mining, oil, gas).

 

·    Asset type: the Company will not invest directly in real
estate/property assets.

 

·    Company stage: the Company will not typically invest in pre-revenue
businesses.

 

·    Control: the Company will not typically take day-to-day operational
control of investee companies and will generally not occupy board seats,
albeit may do so if circumstances require.

 

·    Derivatives: derivatives will not be used for speculative purposes.
Hedging may be employed on a limited basis solely to manage risk efficiently.

 

·    Borrowing: it is not expected that the Company will use borrowings to
finance investments or leverage returns.

 

·    Liquidity and cash management: the Company will maintain sufficient
liquidity to meet operational needs and the funding requirements of existing
investments, including MMI, as further detailed in paragraph 3.4 of Part 1. It
is expected that cash will be invested gradually to reduce concentration in
MMI and that proceeds from the other legacy investments (Sutton Harbour, Sigma
Broking, Allied Minds) will be recycled into new investments.

 

·    Downside protection: investments will be structured to limit downside
risk, with careful assessment of potential losses relative to expected
returns. The New Investment Adviser will seek to identify opportunities where
downside protection can be built in through terms, covenants, targets,
consultation, or other mechanisms.

 

·    Speculative activity: the Company will not engage in short-term
trading, market timing, or speculative activity outside its Investment
Objective.

 

·    Cross-holdings: the Company will not typically invest in other
investment companies or funds.

 

·    ESG and regulatory considerations: the Company will not knowingly
invest in businesses with material ESG or regulatory compliance risks.

 

The Board may adopt more specific internal risk parameters from time to time
but will not consider these to form part of the formal Investment Policy.

 

Returns

 

It is expected that returns will be achieved predominantly through the capital
appreciation of the Company's portfolio of investments and the Board currently
intends that the net proceeds of any realisations in the Company's portfolio
will be reinvested in line with the Company's New Investment Policy.
Accordingly, new investments made after the Effective Date are expected to be
held for the medium to long-term, subject to changes at investee companies
that may accelerate a capital return.

 

Cash management activities

 

Pending investment or other deployment, the Company may hold cash or near-cash
assets without restriction. The Company intends to manage excess liquidity in
a prudent manner, which may include deposits with approved institutions, money
market funds or short-dated UK government securities. The New Investment
Manager will oversee cash management in accordance with the Company's overall
risk framework.

 

Risk management

 

The Company's risk framework will be overseen by the Board with advice from
the New Investment Manager. Concentration risk will be monitored and the
Company does not anticipate any near-term liquidity concerns given current
cash levels and the expected rate of deployment into new opportunities.

 

The existing investment in MMI will be managed down as a proportion of NAV
over time, although this is expected to take place gradually and will be
subject to value and funding considerations, noting that FDA approval of MMI's
Reset® product is expected in either 2028 or 2029.

 

Valuations of unquoted or complex investments will be supported by external
valuers where appropriate, including instances where the New Investment
Adviser or its principals have existing investments in the relevant entity.

 

The New Investment Manager will maintain responsibility for overseeing
internal controls and risk reporting in accordance with applicable regulatory
requirements.

 

In the short term, any drawdown in the Company's NAV is expected to be driven
primarily by movements in the valuation of MMI, as it currently represents a
significant proportion of the Company's NAV. As the proportion of NAV
represented by MMI is expected to reduce over time through realisations and
the deployment of capital into new investments, the Board anticipates that the
Company's exposure to valuation-driven drawdown risk will moderate over time,
although concentration risk is expected to remain material until such time as
diversification is achieved.

 

The New Investment Adviser intends to adopt a range of investment structures
and techniques aimed at seeking to limit downside risk, particularly in
respect of larger or more concentrated positions. These may include the use of
selective convertible instruments, structured equity investments with
preferential terms, and contractual arrangements designed to provide a degree
of downside protection. Such measures are intended to help manage risk while
maintaining exposure to potential upside, although there can be no assurance
that they will be effective in all circumstances.

 

Conflicts of interest and time management

 

Any investment opportunity identified by the New Investment Adviser or its
principals and employees that falls within the Company's stated investment
criteria must be made available to the Company for consideration.

 

Where the New Investment Adviser, Tarncourt or its principals have an existing
investment in a private company that may represent a suitable opportunity for
the Company, such opportunity must be valued independently, either by an
external valuer or through a bona fide investment by an unrelated third-party
investor committing material capital. Any such related investment will require
approval by the Board.

 

The New Investment Adviser will allocate appropriate time and attention to the
Company. The principals of the New Investment Adviser will be actively engaged
with portfolio companies, providing guidance and support to influence outcomes
constructively for the benefit of Shareholders.

 

Co-Investment

 

With the consent of the Board, the New Investment Adviser and its principals
may co-invest alongside the Company where such arrangements are considered to
align interests and do not give rise to unacceptable conflicts. Any such
co-investment by the Company will be made on the same economic terms as those
offered to the New Investment Adviser or its principals. The Company's
investment will take priority for realisation of co-investments.

 

Changes to Investment Policy and strategy

 

Pursuant to Rule 8 of the AIM Rules for Companies no material change will be
made to the investing policy without the approval of Shareholders given in a
general meeting of the Company.

 

3.    Life of the Company

 

The Directors consider that Shareholders should have a regular opportunity to
consider the continuation of the Company. Accordingly, the Company is
proposing Resolution 2 at the EGM to adopt the New Articles to reflect this
principle. Assuming the passing of Resolution 2, an ordinary resolution for
the continuation of the Company will be proposed for consideration by
Shareholders at the annual general meeting of the Company after the earlier
of:

 

·    18 months from the realisation of all, or substantially all, of the
Company's investment in MMI; and

·    three years from the Effective Date.

 

If such resolution is not passed, the Directors shall formulate proposals to
be put to the Shareholders to reorganise, reconstruct, or wind up the Company
and return excess cash to Shareholders. If the resolution is passed, a similar
resolution will be proposed at every third annual general meeting thereafter.

 

4.    Investment process

 

It is expected that potential investment opportunities will be sourced
principally through the networks and sector experience of Charles Dickson and
Simon Hicks, the principals of Tarncourt. Opportunities may arise through
direct approaches, industry relationships, corporate advisory channels and the
broader network of specialist advisers and other professionals associated with
Tarncourt. This approach reflects Tarncourt's experience in identifying,
growing and realising value in both private and public businesses.

 

The level of due diligence undertaken will be proportionate to the size,
nature and complexity of each potential investment. The Company may engage
specialist advisers, sector experts and appoint non-executive directors and
other third parties to support investment appraisals. Investment
recommendations of the New Investment Adviser will be subject to approval of
the New Investment Manager and, where required, the Board.

 

Following investment, the New Investment Adviser will actively engage with
portfolio companies. The frequency and intensity of interaction will be
tailored to the Company's shareholding, the strategic importance of the
investment, and the needs and stage of development of the business. Engagement
is expected to be regular and may be much more frequent where circumstances
warrant. The New Investment Adviser will seek to constructively influence
strategic and operational outcomes - supporting management, providing
guidance, leveraging networks, and facilitating access to capital.

 

Capital allocation and exit decisions will be assessed on an ongoing basis,
taking into account anticipated time horizons, key value drivers, and any
additional funding requirements.

 

The above description of the investment process in this paragraph 3 is
indicative only and does not form part of the Company's New Investment Policy.

 

 Publication of this Circular                                                   31 March 2026

 Latest time and date for receipt of appointment of proxy                       9.30 a.m.on 20 April 2026

 Extraordinary General Meeting                                                  9.30 a.m. on 22 April 2026

 Announcement of results of EGM                                                 22 April 2026

 New Investment Policy expected to become effective and New Investment Manager  by 30 April 2026
 and New Investment Adviser expected to be appointed

 

 

 1  (#_ftnref1) By reference to the Company's latest published NAV of £106.0
million as at 28 February2026.

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