Crystal Amber Fund Limited Amendments to Investment Management Agreement

 
TIDMCRS 
 
Prior to publication, the information contained within this announcement was 
deemed by the Company to constitute inside information as stipulated under the 
Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of 
this announcement, this information is now considered to be in the public 
domain. 
 
                                                                   13 June 2018 
 
                          Crystal Amber Fund Limited 
 
                                (the "Company") 
 
                 Amendments to Investment Management Agreement 
 
The Company announces that the Board has approved amendments to the basic 
performance hurdle calculation and certain provisions relating to the 
calculation of the performance fee contained in the Investment Management 
Agreement between the Company and Crystal Amber Asset Management (Guernsey) 
Limited (the "Manager") dated 16 June 2008 (as subsequently amended on 21 
August 2013 and 27 January 2015) (the "Investment Management Agreement"). 
 
Pursuant to the AIM Rules, the Manager is deemed to be a related party of the 
Company and the amendments to the Investment Management Agreement are therefore 
deemed to be a related party transaction.The Directors consider, having 
consulted with Allenby Capital Limited, the Company's Nominated Adviser, that 
the amendments to the Investment Management Agreement are fair and reasonable 
insofar as the Company's Shareholders are concerned. 
 
The amendments provide a more equitable treatment and greater clarity regarding 
the calculation of the basic performance hurdle, high water mark and the 
time-weighting of shares in years during which an equity placing occurs. 
 
The investment objective of the Company is to provide shareholders with an 
attractive total return and the Manager has been incentivised to maximise such 
total return through a performance fee payable in certain circumstances under 
the Investment Management Agreement.In the light of the increased level of 
dividends paid to shareholders in recent years it has become evident that the 
calculation of the performance fee does not equitably account for the payment 
of such dividends as part of the total return received by shareholders. 
 
The aim of the amendment to the calculation of the basic performance hurdle is 
to ensure that any performance hurdle takes proper account of dividends paid to 
shareholders and that performance fees are earned by the Manager in respect of 
any capital growth in excess of the hurdle rates over the life of the Company 
on a per share total growth basis, taking into account NAV and any dividends 
paid or capital returned to shareholders.  Accordingly, to properly account for 
the return of capital to shareholders via dividends, the compounding basic 
performance hurdle will be adjusted for all dividends paid with effect from 
their respective payment dates. 
 
Christopher Waldron, Chairman of the Company, commented: 
 
"When the terms of the performance fee were initially agreed, dividend payments 
were not envisaged.  It is clearly appropriate that any performance fee is 
accurately aligned with the total return on shareholder capital, including 
dividends paid." 
 
For further enquiries please contact: 
 
Crystal Amber Fund Limited 
Chris Waldron (Chairman) 
Tel: [phone] 
 
Allenby Capital Limited - Nominated Adviser 
David Worlidge/Liz Kirchner 
Tel: [phone] 
 
Winterflood Securities - Broker 
Joe Winkley/Neil Langford 
Tel: [phone] 
 
Crystal Amber Advisers (UK) LLP - Investment Adviser 
Richard Bernstein 
Tel: [phone] 
 
 
 
END 
 

(END) Dow Jones Newswires

June 13, 2018 02:00 ET (06:00 GMT)