REG - Crystal Amber Fund - Proposed change of strategy and investment manager

Crystal Amber FundAnnouncement

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RNS Number : 5864H  Crystal Amber Fund Limited  14 November 2025

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014 to the extent it forms part of the domestic law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended by virtue of
the European Union (Withdrawal Agreement) Act 2020). Upon the publication of
this announcement, this inside information is now considered to be in the
public domain.

 

14 November 2025

 

Crystal Amber Fund Limited

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

 

Proposed change of strategy and investment manager

 

The Board of Crystal Amber announces an update regarding the future strategy
and management of the Fund following ongoing and recent discussions with the
Company's larger shareholders and as referenced in the Company's final results
to 30 June 2025, published on 17 October 2025.

 

Background

 

Following the Fund's successful cash realisation of its shareholding in De La
Rue plc, the Fund's 97.7 per cent. shareholding in Morphic Medical Inc.
("MMI") now comprises 73.5% of the Fund's NAV, with cash of approximately
£20.8 million making up a further 18.2% of NAV. 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 and Czech Republic. Patient enrolment for its US
Step-1 study is ongoing and expected to complete in 2027. FDA approval for the
Reset® device in the US is expected in either 2028 or 2029.

 

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 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. During this time, its strategy of patient activism has
delivered returns that have strongly outperformed the Morning Star UK Small
Cap Index over one, three, five and ten years, with returns over the last year
of 38%, over the last three years of 112% and over the last five years of
270%. 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. 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 major shareholders,
the Board has determined that the appointment of a new investment manager 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.

 

Saba Capital Management L.P. (currently beneficially interested in
approximately 26.4% of the Company's total voting rights) and Merseyside
Pension Fund (currently beneficially interested in approximately 20.6% of the
Company's total voting rights), have indicated their support in principle to
vote in favour of the shareholder resolutions required to implement the
Proposal at an extraordinary general meeting of the Company (the "EGM") to be
convened in due course.

 

Proposed new management arrangements and strategy

 

Crystal Amber has received a strategic proposal from Tarncourt Capital Limited
("Tarncourt") in relation to the investment management of the Fund and the
implementation of a refreshed investment strategy focused on high-conviction,
deep value opportunities across the UK and Europe (the "Proposal"). This
follows Tarncourt proactively approaching the Board with a proposal to manage
the Fund's investment in MMI and the future of the Fund.

 

Tarncourt's Proposal involves the continued support for MMI, alongside
disciplined investment in undervalued listed companies and high conviction
investments in private companies with a route to exit via IPO or sale. MMI is
in discussions with several potential investors, including some large,
multinational medical device companies, and Tarncourt also brings access to
potential investors in MMI.

 

Implementation of the new investment strategy will reduce the concentration of
the Fund's portfolio, allowing the Company to increase diversification and
retain its fund status, thus reducing risk to the Fund and its shareholders.
In addition, by securing the ongoing management of the Company's investment in
MMI and creating a more diversified portfolio until the Fund realises value
from MMI, the Proposal should enable the Fund to attract new shareholders and
improve the liquidity in its shares, whilst also achieving cost efficiencies
versus remaining an investment company with predominantly one asset. The Board
of Crystal Amber believes that this new strategy will be in the best interests
of the Fund and shareholders.

 

The precise structure of the new management arrangements remains to be
determined (including in the light of legal, tax and other advice) and is
likely to involve the appointment of a third party regulated firm to act as
the Fund's AIFM and provide the necessary portfolio and risk management
functions alongside the appointment of Tarncourt.  However, the new
management fees proposed will be in line with the fees currently paid to the
Existing Manager for an initial 12-month period and the fees thereafter will
be agreed in due course. The Existing Manager will remain the investment
manager of the Fund until the entry into of the new arrangements contemplated
in the Proposal after the necessary approvals are obtained at the EGM.

 

About Tarncourt

 

Tarncourt is a private investment firm founded and led by Charles Dickson, an
investor with a strong track record in identifying undervalued opportunities
and building high-return businesses. Charles is currently CEO of AIM quoted
Roadside Real Estate and has co-founded Apache Capital Partners, a large
player in the UK's Build-to-Rent sector. His private investments include
Cambridge Sleep Sciences, Adarga and Verso Biosense. Supporting him is Simon
Hicks, formerly a Director at Cavendish Capital Markets, who brings experience
in capital markets, investment banking and M&A. Tarncourt Capital utilises
a disciplined, value-focused approach to investing, with a strong network
across public and private markets.

 

Proposed share trade

 

Tarncourt has expressed its willingness to become a significant and highly
aligned shareholder in the Fund. Therefore, subject to shareholder approval of
the Proposal at the EGM, Tarncourt has agreed in principle to acquire
approximately 2.82 million ordinary shares in the Company from Saba Capital
Management, L.P. ("Saba"), the Company's largest shareholder. Following this
transaction, Tarncourt would have an equity interest in the Fund of
approximately 4.5% and Saba, approximately 20.9%.

 

Next steps and shareholder approval

 

The Proposal is conditional upon completion of respective due diligence of
each of the Fund and Tarncourt, agreement of terms and the structure of
engagement and the approval of shareholders at an extraordinary general
meeting of the Company. Notice of the EGM and a circular with details of the
Proposal will be sent to shareholders in due course and further updates will
be announced as soon as possible.

 

 

 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 Securities - Broker

 Joe Winkley/Neil Langford

 Tel: 020 3100 0000

 Crystal Amber Advisers (UK) LLP - Investment Adviser

 Richard Bernstein

 Tel: 020 7478 9080

 

 

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