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CRS Crystal Amber Fund Limited

77.00
0.00 (0.00%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Crystal Amber Fund Limited LSE:CRS London Ordinary Share GG00B1Z2SL48 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 77.00 75.00 79.00 77.00 77.00 77.00 16,118 08:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Unit Inv Tr, Closed-end Mgmt -2.14M -5.58M -0.0723 -10.65 59.37M

Crystal Amber Fund Limited Final Results

13/09/2017 7:00am

UK Regulatory


 
TIDMCRS 
 
13 September 2017 
 
                          Crystal Amber Fund Limited 
 
                 Final results for the year ended 30 June 2017 
 
The Company announces its final results for the year ended 30 June 2017. 
 
                                  Highlights 
 
  * NAV (1) per share increased by 32.9 per cent over the year to 204.37 pence 
    (153.79 pence per share at 30 June 2016). Including the dividends paid 
    during the period, NAV total return per share over the year ended 30 June 
    2017 was 36.1 per cent. This performance makes the Company the seventh best 
    performing investment trust of Trustnet's 119 UK Investment Trusts, over 
    the 12 months to 30 June 2017. 
 
  * Successful exits from investments in Grainger plc ("Grainger"), Pinewood 
    Group plc ("Pinewood") and Restaurant Group plc ("Restaurant Group"), 
    realised gains of GBP6.1 million, GBP5.3 million and GBP1.3 million, 
    respectively. GBP15.7 million profit was realised from Hurricane Energy plc 
    ("Hurricane") sales. Total net realised gains for the year were GBP19.3 
    million, including realised losses on derivatives. 
 
  * The buy-back programme helped to limit the average discount to NAV of 5.7 
    per cent over the year, which compares to an average discount of 7.7 per 
    cent for the Company's peer group(2). Premium to NAV at 30 June 2017 was 
    3.5 per cent. 
 
  * New positions were initiated in NCC Group plc ("NCC") and Ocado Group plc 
    ("Ocado"). The Company materially increased its position in GI Dynamics Inc 
    ("GI Dynamics"). 
 
William Collins, Chairman of the Company, commented: "It has been an eventful 
year for global equity markets, which have faced a great deal of uncertainty in 
the wake of the Brexit vote and the beginnings of the Trump presidency. Despite 
this, the Company has achieved exceptional performance thanks to its focus on 
undervalued opportunities where it sees the potential to act as a catalyst for 
change. The NAV total return per share of 36.1 per cent over the year deepens 
our confidence in the Company's activist investment process. Going forward, the 
Company will continue to use its proven screening process to identify activist 
opportunities." 
 
For further enquiries please contact: 
 
Crystal Amber Fund Limited 
 
William Collins (Chairman)                               Tel: 01481 716 000 
 
Allenby Capital Limited - Nominated Adviser 
 
David Worlidge/James Thomas                              Tel: 020 7167 6431 
 
Winterflood Investment Trusts - Broker 
 
Joe Winkley/Neil Langford                                Tel: 020 3100 0160 
 
Crystal Amber Advisers (UK) LLP - Investment Adviser 
 
Richard Bernstein                                        Tel: 020 7478 9080 
 
(1) All capitalised terms are defined in the Glossary of Capitalised Defined 
Terms unless separately defined. 
 
(2) AIC UK Smaller Companies Peer Group: Source: Thomson Reuters Datastream as 
at 30 June 2017. 
 
Chairman's Statement 
 
I hereby present the tenth Annual Report of the Company for the year ended 30 
June 2017. 
 
Despite last year's Brexit vote, the beginnings of the Trump presidency, and 
the subsequent uncertainty these events created, equity markets continued to 
push higher over the year to 30 June 2017. 
 
Following the Brexit vote, the Bank of England cut interest rates from 0.5 to 
0.25 per cent in August 2016, and announced further stimulus measures. In 
December 2016 and March 2017, the US Federal Reserve raised interest rates by 
0.25 per cent to 1.00 per cent and further increased the range to 1.00 to 1.25 
per cent in June 2017. 
 
NAV at 30 June 2017 was GBP201.0 million, compared with an unaudited NAV of GBP 
214.5 million at 31 December 2016 and GBP151.5 million at 30 June 2016. NAV per 
share was 204.37 pence at 30 June 2017 compared with 218.02 pence at 31 
December 2016 and 153.79 pence at 30 June 2016. 
 
NAV per share increased 32.9 per cent over the year to 204.37 pence. Including 
the dividends paid during the year, NAV total return per share over the twelve 
months ended 30 June 2017 was 36.1 per cent. This performance makes the Company 
the seventh best performing investment trust of Trustnet's 119 UK Investment 
Trusts, over the 12 months to 30 June 2017. 
 
During the year, the Company bought back 160,000 of its own shares at an 
average price of 157.70 pence as part of its programme to eliminate any 
material discount to NAV. Over the year, the shares traded at an average 
discount to NAV of 5.7 per cent. At the year end the shares traded at a premium 
to NAV of 3.5 per cent. 
 
The Company declared interim dividends of 2.5 pence in both July 2016 and 
December 2016, in line with the dividend policy of 5.0 pence per year. Guernsey 
registered companies are not required to obtain shareholder approval in respect 
of interim dividends and this has been the Company's policy to date. However, 
the Board wishes to afford shareholders the ability to approve the interim 
dividends paid in this financial year and there will be an ordinary resolution 
proposed at the forthcoming AGM in this regard. 
 
The Directors have specifically considered the implications of the continuation 
vote to be proposed at the 2017 AGM on the application of the going concern 
basis.  The continuation vote is scheduled to occur every two years.  The 
Directors have no reason to doubt that shareholders will vote for the Company 
to continue as constituted at the 2017 AGM, given the positive performance of 
the Company since the previous continuation vote at the 2015 AGM. 
 
The Company remains cautious on the overall outlook for markets as uncertainty 
remains, not only about the implications of Brexit, but underlying issues still 
facing the global economy. However, we believe Brexit has created several 
activist opportunities: Sterling's weakness has made UK companies particularly 
attractive to overseas acquirers. The Company remains committed to its strategy 
of identifying opportunities in the market and working with companies to 
realise shareholder value. 
 
Finally, having served as a Director and Chairman of the Company since 2008, I 
will be retiring from the Board at the AGM in November this year. Christopher 
Waldron, who was appointed as Director in July 2014, will succeed me as 
chairman and I wish him every success in the role. I would like to thank my 
fellow Directors for their support during the period of my chairmanship and 
wish the Adviser, the Manager and the Board continuing success in the future. 
 
William Collins 
Chairman 
 
12 September 2017 
 
Investment Manager's Report 
 
Performance 
 
The Fund's NAV per share increased 32.9 per cent over the year to 204.37 pence 
(153.79 pence at 30 June 2016, 218.02 pence at 31 December 2016). Including the 
2.5 pence dividend paid in both July 2016 and December 2016, the total return 
per share for the year was 36.1 per cent. This compares to the FTSE 250 total 
return of 18.9 per cent and FTSE Small Cap total return of 24.9 per cent. Over 
the year, investments in equities represented an average 100.6 per cent of net 
assets. The purchase of FTSE put options in the year resulted in a net decrease 
in NAV of GBP10.8 million. Whilst impacting returns, the Fund's exposure to broad 
market risk was reduced. 
 
The main performance contributors were Hurricane (19.5 per cent), FairFX Group 
plc ("FairFX") (5.1 per cent), Grainger (5.1 per cent) and Northgate plc 
("Northgate") (4.3 per cent). The main performance detractors were Ocado (0.3 
per cent), a recent investment, Hansard Global plc ("Hansard") (0.2 per cent) 
and Sutton Harbour Holdings plc ("Sutton Harbour") (0.2 per cent). 
 
Portfolio 
 
The table below lists the Fund's top ten holdings at 30 June 2017. It details 
the stake that those positions represent as a proportion of the Fund's NAV and 
their contribution to the Fund's NAV performance over the year. 
 
Top ten holdings               Pence per  Percentage of  Percentage of   Contribution to 
                                   share            NAV       investee   NAV performance 
                                                           equity held 
 
Hurricane Energy plc                49.6          24.3%          12.2%             19.5% 
 
Northgate plc                       29.5          14.4%           4.9%              4.3% 
 
STV Group plc                       25.7          12.6%          16.8%              2.0% 
 
FairFX Group plc                    16.0           7.8%          25.7%              5.1% 
 
Leaf Clean Energy Co.               12.9           6.3%          29.9%              0.7% 
 
NCC Group plc                       11.6           5.7%           2.5%              2.3% 
 
Ocado Group plc                      9.6           4.7%           0.5%            (0.3%) 
 
GI Dynamics Inc                      9.4           4.6%          46.1%              3.0% 
 
Sutton Harbour Holdings plc          7.5           3.7%          29.3%            (0.2%) 
 
Johnston Press plc                   3.3           1.6%          21.4%              0.0% 
 
Total of ten largest               175.1 
holdings 
 
Other investments                   26.8 
 
Cash and accruals                    2.5 
 
Total NAV                          204.4 
 
At the end of the year, the Fund's top ten positions represented 85.7 per cent 
of NAV, compared with 87.8 per cent at 30 June 2016. The Fund's total number of 
equity positions was 17 (2016: 20). The cash and accruals position at 1.2 per 
cent of NAV had increased from 0.3 per cent at 30 June 2016. 
 
Six of the Fund's top ten positions at the end of the year, Hurricane, 
Northgate, STV Group plc ("STV"), FairFX, Leaf Clean Energy Co ("Leaf") and 
Sutton Harbour were within the top ten holdings at the beginning of the year. 
Over the year, the Fund added to its investments in GI Dynamics, Johnston Press 
plc ("Johnston Press"), Northgate and STV. 
 
Over the year, the Fund increased its position in Northgate to 4.9 per cent of 
Northgate's share capital and in STV to 16.8 per cent of STV's share capital. 
The Fund also increased its stakes in FairFX to 25.7 per cent, in GI Dynamics 
to 46.1 per cent and in Johnston Press to 21.4 per cent. The Fund has continued 
to engage constructively with the management and board of each of these 
companies. 
 
The Fund continued to build its position in Hurricane, investing a further GBP 
10.7 million at the company's placing of shares in October 2016 and taking the 
Fund's stake in Hurricane to 15.3 per cent. In April 2017, the Fund announced 
that it had reduced its position in Hurricane into demand to manage its 
exposure to this successful investment, realising gains of GBP15.7 million. In 
July 2017, Hurricane completed a placement of ordinary shares to raise $300 
million at a price of 32 pence per share. The company also raised an additional 
$230 million via the placement of convertible bonds. The Fund invested $10 
million in this raising ($3 million equity and $7 million convertible bonds). 
 
The Fund exited its position in Grainger, realising a total profit of GBP6.1 
million, (GBP7.1 million including dividends received to date). Following 
engagement, and as recommended by the Investment Adviser, Grainger undertook a 
strategic review, streamlined the business, reduced its administrative and 
other expenses from GBP42 million per year to GBP27.5 million per year and reduced 
its cost of debt from 5.3 per cent to 3.6 per cent. Following a significant 
share price re-rating, which saw its discount to net assets narrow from 17.1 
per cent at 31 December 2016 to 8.5 per cent in June 2017, the Fund exited its 
position in Grainger, realising total sale proceeds of GBP37.3 million. 
 
The Fund exited its position in Pinewood, realising a profit of GBP5.3 million. 
Following the completion of a strategic review, the Pinewood board received and 
recommended a takeover offer valuing the company at GBP320 million. The offer was 
made by a real estate fund, Aermont Capital, reinforcing the Fund's view that 
Pinewood's real estate portfolio was undervalued. Taking into account all 
realisations since the initial investment in July 2011, the total profit on the 
Fund's investment in Pinewood was GBP14.7 million. 
 
The Fund also realised gains of GBP1.3 million on its holding in Restaurant Group 
and received the final payment following the closure of NBNK Investments plc 
("NBNK"), realising a profit of GBP0.6 million. 
 
In addition, over the year, the Fund exited its investments in Providence 
Resources ("Providence") and San Leon Energy plc ("San Leon"), realising losses 
of GBP0.6 million and GBP0.5 million respectively. 
 
Strategy 
 
The Fund remains focused on special situations where the Investment Manager 
believes value can be released regardless of the market direction. 
 
The Fund held 20 positions at the start of the period and 17 positions at the 
period end.  The top 10 positions represented 85.7 per cent of NAV. By its 
nature as an activist fund, and to ensure a sufficient stake so as to allow 
engagement as a major shareholder, the Fund is exposed to concentration risk. 
However, this is considered to be a necessary risk in order to provide returns 
through the investment strategy.  Levels of investment in individual companies 
are monitored and parameters are set to ensure this risk is kept to an 
acceptable level. 
 
Over the year to 30 June 2017, the weighted average market capitalisation of 
the Fund's investee companies has increased from GBP346 million to GBP430 million 
(30 June 2015: GBP372 million). 
 
Activist Investment Process 
 
The Fund originates ideas from its screening processes and its network of 
contacts, including its shareholders. Companies are valued with focus on their 
replacement value, cash generation ability and balance sheet strength. During 
the process, the Fund's goal is to examine the company both 'as it is' and 'as 
it could be' to maximise shareholder value. 
 
Investments are normally made after an initial engagement, which in some cases 
may have been preceded by the purchase of a modest position in the company, to 
allow the Investment Adviser to meet the company as a shareholder. Engagement 
includes dialogue with the company chairman, management and non-executive 
directors, as we build a network of knowledge around our holdings. Where 
appropriate, site visits are undertaken to deepen our research and independent 
research is commissioned. Investee company annual general meetings are often 
attended to maintain close contact with the board and other stakeholders. 
 
Wherever possible, the Fund strives to develop an activist angle and aims to 
contribute to the companies' strategy. Where value is hidden, or trapped, the 
Fund looks for ways to release it. The activist approach in some cases requires 
long holding periods, which facilitate effective engagement. 
 
Most of the Fund's activism takes place in private, but we are willing to make 
our concerns public, when appropriate. The response of management and boards to 
our recommendations has generally been encouraging. We remain determined to 
ensure that our investments deliver their full potential for all shareholders, 
and we are committed to engage to the degree required to achieve this. 
 
The opportunities for engaged investment are supported by a continued 
improvement in the corporate governance of UK listed companies, and the 
positive perception of active ownership in government reports such as the Kay 
Review. 
 
Investee companies 
 
Our comments on a number of our principal investments are as follows; 
 
Hurricane 
 
Hurricane is an oil exploration company targeting naturally fractured basement 
rock reservoirs in the West of Shetland. Hurricane controls 728 million barrels 
of certified resources, including 62 million barrels of reserves, in licences 
that are 100 per cent owned. 
 
Since 2005, Hurricane has acquired and explored fractured basement rock 
formations. Hurricane's assets had, in the past, proven to be oil bearing but 
had been abandoned due to the view that those reservoirs were not commercial. 
According to GeoScience, a research services firm, basement reservoirs could 
hold as much as 20 per cent of the world's remaining oil and gas resources. 
 
Naturally fractured rock with high permeability allows the oil to rise and 
collect under a thick layer of shale rock and clay. The fractures provide 
storage capacity and fluid pathways.  This source of oil has been successfully 
developed in locations in countries such as Vietnam and Yemen, but not yet in 
the UK. 
 
In our view, Hurricane's assets stand out due to the size of the resources. In 
comparison to Hurricane's resource size, the average North Sea exploration 
target in 2014 was just over 30 million barrels of oil equivalent (BOE), 
according to UK Oil and Gas. The Fund's previous annual reports include 
additional background information on this investment. 
 
The Fund initially invested in Hurricane at a pre-IPO stage, helping the 
company secure an exploration rig to drill a horizontal producing well on its 
core Lancaster licence. The company listed in February 2014 with a valuation of 
GBP272 million. Despite the success of the 2014 Lancaster exploration campaign, 
the fall in oil prices from $109 at the time of the IPO to the sub-$50 prices 
of the last two years took a toll on the company's share price. The oil price 
fall also resulted in a dearth of capital for exploration. 
 
Taking advantage of reduced exploration costs, in April 2016 the Fund and 
Kerogen Capital, an energy investor, participated in a GBP52.1 million fund 
raising. This allowed the company to drill two wells which increased the flow 
rate and resource estimates of Lancaster. To retain the exploration rig at its 
attractive rental rates the company raised GBP70 million in October 2016, with 
our support. The deal also included funds for long lead items necessary for an 
early production system for Lancaster. The early production system would target 
first oil production in 2019 and be the first step towards the full field 
development of Lancaster. It would contribute to the understanding of the 
reservoir and generate an attractive investment return. 
 
Funds raised also allowed the company to begin drilling at a new licence, 
Halifax, which it was awarded in November 2016. In March 2017, Hurricane 
announced that oil at Halifax was of a similar quality to that encountered at 
Lancaster and was found at even greater depth, indicating that Lancaster and 
Halifax could form one large structure. The Greater Lancaster Area, which 
includes Lancaster and Halifax, is 30 kilometres long and, in our estimates, 
could hold 2 billion barrels of oil. 
 
The Fund sold stock into demand between January and April 2017, and in the 
process realised gains of GBP15.7 million, whilst retaining a significant 
position. 
 
In May 2017, Hurricane announced that it was granting 25 million warrants to 
its Broker, Stifel Nicolaus Europe Limited (SNEL). This had the effect of 
Hurricane selling its own shares through a market maker, rather than placing 
its shares with investors.  The Fund remains baffled as to why Hurricane 
embarked on this course and in particular, despite regular dialogue and 
engagement with the Fund, which was and remains its largest independent 
shareholder, why on this occasion, it chose not to discuss or consult with the 
Fund. This, together with an interview given by the company's Finance Director 
mentioning that he intended to "pass the begging bowl" to raise funds for the 
early production system, led to retail investors reducing their holdings and a 
significant increase in "short interest" in Hurricane's shares. 
 
Combined with the uncertainty created regarding future funding, Hurricane's 
share price fell by more than 50 per cent. In June 2017, the Fund released an 
announcement expressing its disappointment at Hurricane's poor handling of the 
warrant issue and comments made at its AGM earlier in that month. 
 
On 29 June 2017, Hurricane announced a proposed placement of ordinary shares to 
raise $300 million at a price of 32 pence per share. The company also announced 
its intention to raise $220 million via the placement of convertible bonds. 
Proceeds of the placing are to be used to fund the early production system 
development of the Lancaster field. The early production system is expected to 
produce 17,000 barrels of oil per day and provide data required to plan a full 
field development of Lancaster. This project is currently scheduled to achieve 
first oil in the first half of 2019. The placing was approved at the company's 
AGM on 21 July 2017.  The Fund invested $3 million in this raising, taking its 
stake in the company to 8 per cent. 
 
The Fund's serious concerns regarding the fund raisings, associated comments by 
Hurricane's Finance Director and corporate governance weaknesses remain.  The 
Fund also notes that despite an excellent exploration campaign over the last 18 
months following the latest fund raise, Hurricane's enterprise value is less 
than the amount it has raised from investors since inception. The Fund is 
currently in dialogue with Hurricane regarding these concerns and will update 
shareholders accordingly. 
 
Notwithstanding management issues, the Fund maintains the view that there 
remains a significant disconnect between the operational value of Hurricane and 
its strategic value.  Drilling results over the 12 months to 30 June 2017 
indicate that Hurricane holds a very large, quality asset, with a resource that 
the Fund believes could be in excess of 1.6 billion barrels of oil, 
significantly undervalued by the current market capitalisation. Indeed, a 
recent statement from the Chief Executive of BP, specifically mentioned 
"Hurricane Energy's big discovery opening the prospect of major new resources 
west of Shetland." 
 
Northgate 
 
Northgate is the leading light commercial vehicle hire business in the UK, 
Ireland and Spain. Its core product is flexible rental, offering van hire 
without a long-term commitment at a premium to the cost of fixed term 
contracts. The company has a fleet of over 93,000 commercial vehicles, 
available from more than 100 sites across the UK, Ireland and Spain. It 
currently generates a return on capital employed of 10.5 per cent on GBP510 
million of net tangible assets. 
 
Flexible rental is growing because customers can tailor their vehicle fleets to 
their requirements and have the flexibility to change vehicles as their needs 
evolve. Northgate primarily serves businesses which vary in size from owner 
operators to corporate customers. The company benefits from purchasing scale 
and service capabilities from its own network of garages. Northgate also has 
its own retail vehicle disposal channel, VanMonster, through which it sells 
vehicles at the end of their useful rental life. 
 
The Fund first invested in Northgate in 2012, when Bob Mackenzie and Bob 
Contreras were chairman and CEO of the company, respectively. They were in 
advanced stages of turning around the company from its debt fuelled rollup 
strategy which resulted in a rights issue. The Fund supported a re-financing of 
Northgate's debt that cut its interest cost from 7 per cent to 2.8 per cent. 
Following a re-rating of the shares, the Fund had fully exited its position by 
2015 and realised a GBP3.5 million profit. In 2016, it became apparent that 
Northgate's turnaround had gone awry in the UK: a planned roll-out into new 
sites was put on hold and turnover of the sales team reached 40 per cent. As 
subsequently became clear, Northgate was losing market share. Andrew Page, the 
new chairman, had to recruit a new Finance Director and, by the end of 2016, a 
new CEO as well. 
 
The Fund re-invested in Northgate during 2016 in the belief that Northgate's 
share price failed to reflect the strategic value of the company's position at 
a time of growing industry consolidation. In June 2016, following a meeting 
with Northgate's then CEO, Bob Contreras, the Fund set out its assessment of 
the company's prospects with recommended actions, including a strategic review 
that could result in a sale of all or part of the business. 
 
At 443 pence at 30 June 2017, Northgate's shares are trading at a modest 
premium to the company's net tangible asset value of 383 pence. The net 
tangible asset value is roughly the liquidation value of Northgate's fleet. 
Over the next three years, we expect the 4 per cent dividend and the return on 
capital to increase as its UK fleet returns to growth. 
 
STV 
 
STV owns the leading commercial channel in Scotland, where it broadcasts free 
to air TV through the Channel 3 licence. Following ITV plc's (ITV)  acquisition 
of UTV Ireland in 2016, STV is the only Channel 3 business not owned by ITV. 
The channel's broadcast business generates 80 per cent of STV's GBP120 million 
revenues. Other revenue sources include digital advertising sales through the 
STV Player and third-party programme making through STV Productions. 
 
The company has exclusive access to the ITV Network's content in Scotland in 
return for an affiliate fee that represents around 50 per cent of STV's cost 
base. While TV advertising revenues are cyclical, STV's content agreement with 
ITV cushions that impact on STV's margins. Over the last decade, and despite 
the rapid growth of digital advertising, TV's share of the advertising market 
has remained broadly stable at 40 per cent of total spend. Similarly, TV 
viewing has remained stable at an average of around four hours per day. STV's 
national airtime is sold by ITV and represents 85 per cent of its advertising 
revenues, with the balance being regional airtime. STV's peak time viewing 
figures have remained above ITV's for seven consecutive years, and this 
outperformance translates into higher advertising rates. 
 
The Fund initially invested in STV in 2013 when the company was completing its 
turnaround, having already exited non-core assets and brought net debt under 
control. During the Fund's investment period, management has avoided 
distractions and has delivered consistently on its strategy to deepen the 
company's reach within Scotland. Non-broadcast revenues have grown to 23 per 
cent in 2016, from 11 per cent in 2010. Digital products have been the key 
contributor to this, in particular "Video On Demand" revenues from STV Player, 
and they now generate GBP7.9 million of revenues, with a margin of 52 per cent. 
STV's digital products have captured data insights from 2.1 million Scottish 
viewers, a valuable resource for consumer services that the company is only 
starting to monetise. STV has struggled to grow external production revenues, 
and it is the consumer division that generates all of STV's GBP19.7 million 
operating profits. 
 
In 2014 STV recommenced dividend payments and these have grown seven-fold. Over 
the Fund's holding period, net debt has halved and at GBP26.4 million represents 
one times' EBITDA. In 2016, the company reached an agreement with its pension 
scheme trustees over the future contributions to the scheme, clarifying the 
funding needs of the company. 
 
STV's share price de-rated for a brief period following the Brexit referendum 
results and the resulting weakness of advertising markets. The Fund increased 
its stake over the period from 7.8 per cent to 16.8 per cent and engaged with 
management over the use of the company's surplus cash. After the period end, 
STV announced a buyback programme worth GBP10 million per annum, which the Fund 
welcomes. Trading at 9 times current year earnings, STV can retire substantial 
amounts of stock at an attractive price and accrue the most value to its 
shareholders. 
 
In April 2017, the company also announced that its CEO, Rob Woodward, would 
step down within 12 months. In August 2017, the company announced that Simon 
Pitts will join the Board as CEO in January 2018.  Simon will join from ITV 
where he is a member of the executive board, holding the position of Managing 
Director, Online, Pay TV, Interactive & Technology.  Over a 17 year career at 
ITV, Simon has held a number of senior roles, was central to the company's 
recent transformation, and oversaw strong growth in ITV's digital 
businesses. 
 
FairFX 
 
FairFX has been offering international payment services to retail and corporate 
customers in the UK since 2007. Its payments platform enables low-cost 
multi-currency accounts and pre-paid cards in a market estimated to be worth GBP 
60 billion a year. FairFX can deliver better value to consumers than 
full-service banks burdened with regulation and legacy systems, or high street 
Bureaux de Change providers that carry the cost of retail estates. 
 
Unlike most in the FinTech space, the company grew until 2014 by prudently 
re-investing profits in product and marketing investments. But like others, it 
sought to secure funds at a high valuation when it came to list in 2014. The 
IPO was however too small at GBP2.6 million, providing the company with 
insufficient growth capital in an increasingly competitive industry. Additional 
fund raisings were completed in December of the same year and in 2015, but were 
also in aggregate insufficient to tackle FairFX's opportunities. 
 
In March 2016, the Fund engaged with the company's board to undertake a placing 
at 20 pence per share that would fund materially increased marketing 
expenditure for growth. In 2016, we saw a step change at FairFX. Transaction 
revenues are up 28 per cent and international payments turnover is up 49 per 
cent. 
 
The acquisition of Q Money's e-Money licence increased the capabilities of 
FairFX. Additionally, the growth of the executive team underpins FairFX's move 
towards general SME banking services. For corporates and SMEs, FairFX can 
deliver expense management platforms, banking capabilities and payment services 
in a low-cost environment. The opportunity there is compelling: banks are 
unattractive to SMEs and offer expensive payment solutions. 
 
The acquisition of CardOne, announced in July 2017, brings a full service 
digital banking platform as a part of a GBP25 million fund raising which will 
also help with overseas expansion, marketing and IT. 
 
Leaf 
 
Leaf is an investment company focused on clean energy, largely in North 
America. As a consequence of the Fund's activism, Leaf has been in orderly 
realisation since July 2014. It currently owns four assets, the largest of 
which is an equity stake in Invenergy Wind that represents 97 per cent of 
Leaf's $102.2 million assets. The Fund's previous annual reports provide the 
background on our investment in Leaf and our engagement with the company's 
board. 
 
Invenergy Wind is North America's largest independent privately held renewable 
energy provider. It has developed over 15,000 MW of generation capacity in over 
100 projects. Leaf initially invested $40 million in convertible notes in 2008 
and 2009. It elected to convert its interest into a 2.3 per cent equity stake 
in June 2015. In July 2015, TerraForm Power announced the signing of definitive 
agreements for a proposed purchase from Invenergy of 930 MW of contracted wind 
power generation facilities. On 16 December 2015, the transaction closed and on 
21 December 2015, Leaf filed a complaint against Invenergy for breach of 
contract. The complaint alleges that Invenergy was required either to obtain 
Leaf's consent to the sale prior to its consummation or, in the absence of such 
consent, make a payment to Leaf upon the closing of the sale. Leaf did not 
consent to the sale and Invenergy made no payment to Leaf. The complaint sought 
payment of $126 million plus interest and the case will be heard in October 
2017. 
 
After the filing of the complaint, Invenergy Wind exercised its call option on 
Leaf's stake, and Leaf followed by exercising its put option. An appraisal 
process to determine the market value of the investment resulted in valuations 
of $73 million from Leaf's appraiser and $36 million from Invenergy Wind's. On 
30 June 2016, in a partial judgement on the case, the court ruled that 
Invenergy Wind had breached the contract by not obtaining Leaf's consent to the 
transaction. Pending further proceedings, the court has not yet determined the 
amount of damages, which Leaf argues should be determined by applying the 
target rate of return of 23 per cent, as agreed between Invenergy Wind and 
Leaf. On 10 October 2016, the court rejected Invenergy Wind's argument that the 
exercise of a put option voided Leaf's claim for breach of contract. 
 
Leaf is actively exploring its options to realise the value of its other 
investments in VREC, Lehigh and Energia Escalona. 
 
The full value of Leaf's claim against Invenergy Wind, with interest but net of 
tax, is over 95 cents (72 pence) per share.  This compares to Leaf's share 
price at 30 June 2017 of 37.5 pence and its latest available NAV per share at 
31 December 2016, of 77.65 cents (58.8 pence). 
 
The Fund remains confident in the value underpinning the Invenergy Wind 
investment and that Leaf will successfully realise it. 
 
NCC 
 
NCC is an IT support services business with two divisions, Assurance and 
Escrow, which generate revenues of GBP205 million and GBP37 million respectively. 
In NCC's Assurance division, 'ethical hackers' advise companies on their 
cybersecurity needs by undertaking penetration testing, systems monitoring and 
governance reviews. This breadth of capability is superior to most of its 
competitors, which include professional service firms such as Accenture and 
small niche players. In its Escrow division, NCC provides a legal and technical 
framework to facilitate its customers' business continuity, should their 
independent software vendors cease to exist. In the US, Escrow competes against 
safe record-keeping company, Iron Mountain, but in the UK, its main market, 
NCC's Escrow has a dominant position. 
 
Operating in rapidly growing markets, NCC was able to grow revenues by over 25 
per cent per annum over the last ten years. Earnings and the share price grew 
quickly until in 2016 the company issued a profit warning. Conflicts of 
interest at board level, together with the nature of certain payments made by 
the company that the CEO later agreed to reimburse, proved to be the tip of the 
iceberg, but this was sufficient to see the chairman stand down in January 
2017. A month later, the company again warned on profits, cancelled a capital 
markets day due to take place the following day and initiated a strategic 
review. In February 2017, after three profit warnings, the share price plunged 
to value the equity at GBP243 million. 
 
After the first profit warning, the Fund assessed the attractiveness of NCC's 
markets and the company's position. The investment was initiated after the 
February 2017 sell-off. We engaged with the company over the need to replace 
the CEO, who resigned in March 2017. 
 
During its growth phase, NCC had failed to put in place adequate controls and 
procedures to monitor and forecast its performance, collect cash promptly and 
generate business. 2015's Assurance acquisitions had grown the cost base faster 
than revenues so that profits were down by 36 per cent in 2017 
 
After 30 June 2017, the Fund expressed its support for the strategic review's 
findings. This established the size of the Assurance division's addressable 
market at $38 billion and growing at double digits over the next five years. 
 
The process changes underway to improve its performance require delicate 
management. However, they do not require cash investments or risky 
acquisitions. In our view, as the turnaround benefits accrue, Assurance margins 
should recover to the previous highs of 17 per cent. We believe that NCC's 
stock remains undervalued and the company can rebuild its investor reputation. 
Cyber security is an exceptionally attractive market, and NCC's position in it 
has a strategic value not reflected in its share price. 
 
Ocado 
 
Ocado is the world's largest dedicated online grocery retailer with over 
580,000 active customers and GBP1.3 billion of sales. It was established in 2001 
in the UK with a sourcing arrangement with Waitrose and commenced deliveries to 
customers. The company's objective is to provide customers with the best online 
shopping experience in terms of service, range and price. This has contributed 
to revenue growth of 14 per cent per annum since its 2010 IPO. Ocado's 
performance metrics are outstanding, examples being 99 per cent order accuracy 
and 95 per cent delivery punctuality. To achieve this, the company has had to 
tackle the most complex of consumer supply chains, one that mixes over 50,000 
stock keeping units with different characteristics of temperature, freshness, 
product size and weight. 
 
As online sales grew, the UK's main grocers developed a proposition utilising 
their stores. For example, Tesco's solution includes sourcing goods from its 
supermarkets and from its so-called "dark stores", which are not open to the 
public. This was an efficient strategy when online sales were in their infancy. 
However, we believe that it has prevented grocers such as Tesco from 
successfully tackling the internal changes needed to deliver the best customer 
proposition efficiently. Meanwhile, we believe that as sales continue to move 
online, the economics of maintaining a store estate from which to fulfil online 
orders are deteriorating. 
 
By 2013, Morrisons was the only big UK grocer without an online offering. Its 
management turned to Ocado to set up its entire service. Within six months, the 
first deliveries to customers started, with the same excellent customer service 
standards. With this deal, Ocado evolved its strategy: rather than launch 
sub-scale retail operations abroad, the company decided to monetise its 
expertise by becoming an enabler for other retailers such as Morrisons. This 
became the Ocado Smart Platform ("OSP"), an end-to-end operating solution for 
online grocery retail based on proprietary technology and intellectual 
property, suitable for operating its own business and those of commercial 
partners. 
 
Judged solely on its price-earnings ratio, Ocado's shares are highly rated. 
However, the lack of free cash flows is the result of heavy investment in 
developing a deep expertise in efficient online grocery solutions. OSP has the 
potential to transform the economics and generate material free cash flows over 
the next decade. While the timing of partnerships is uncertain, the trajectory 
is visible and we believe the current risk/reward profile to be extremely 
favourable. 
 
In June 2017, Ocado announced the signing of an agreement with a regional 
European retailer, a promising indicator. Just a month later, Amazon announced 
the purchase of Whole Foods, sending tremors through the grocery market.  We 
believe that competing retailers are in a poor position to develop an in-house 
solution on their own. We expect this to be a game-changer, forcing incumbents 
to address their online capability. 
 
GI Dynamics 
 
GI Dynamics is the developer of EndoBarrier, a minimally invasive therapy for 
the treatment of Type 2 Diabetes and obesity. EndoBarrier is a temporary bypass 
sleeve that is endoscopically delivered to the duodenal intestine, offering 
similar effects to the surgical gastric bypass. It received the safety approval 
CE Mark in 2010, making it commercially available in Europe and several 
countries outside of the US. 
 
Founded in 2003 and headquartered in Boston, GI Dynamics listed in September 
2011 on the Australian Stock Exchange, with a share price of AU$1.10 and market 
capitalisation of AU$300 million. Following what the Fund considers to be 
several remarkable operational failures by previous management, including a 
terminated FDA trial, GI Dynamics' share price stood at 6.2 cents at 30 June 
2017, valuing the company at AU$34.6 million, approximately GBP20.9 million. 
Shareholders since listing include Johnson & Johnson and Medtronic Inc. 
 
Since launch, the EndoBarrier therapy has been used in over 3,700 patients 
worldwide. In 2017, a meta-analysis presented at the Digestive Disease Week 
meeting reviewed all clinical trials and confirmed its safety and efficacy in 
reducing weight, HbA1c (blood glucose) levels and the need for insulin and 
other prescribed medications. EndoBarrier stands as a minimally invasive 
alternative to bariatric surgery and pharmacotherapy, which have well 
documented side effects and safety issues. The prevalence of Type 2 Diabetes 
and obesity present a market opportunity expected to reach 355 million patients 
in 2030. 
 
The Fund supports the current management's strategy to commercialise the device 
in Europe, initiate a new FDA trial and continue to gather clinical data. This 
would build on 2016's successes, including the 300 patient UK trials led by the 
Association of British Clinical Diabetologists (ABCD) and the data announced 
from the German registry, which included 243 patients. The company has achieved 
partial reimbursement in Germany (NUB status 1) and Israel and has received 
preliminary reimbursement codes in Holland and Switzerland. Regulatory issues 
from its mismanaged past haunt GI Dynamics: in May 2017, the company announced 
the suspension of its CE Mark due to administrative failures by the company. We 
believe that these issues are being corrected in a timely manner. 
 
The Fund first invested in GI Dynamics in 2014 and increased its position in 
2016. We have engaged with the company over the strengthening of the board and 
the departure from its haphazard strategy to focus on fewer, key objectives. We 
have also advocated listing in London to increase the company's investor 
profile in its main European markets. On 3 May 2017, GI Dynamics announced that 
it had selected Allenby Capital to explore this option. Over the year, the Fund 
continued to build its position in GI Dynamics and in June 2017, the Fund 
subscribed to a $5 million convertible note. 
 
The Fund believes that GI Dynamics has a world-class technology, addressing an 
unmet clinical need, with its current share price a function of shareholder 
disillusionment resulting from past mismanagement. The Fund continues to work 
closely with the GI Dynamics' management and board to fully capitalise on what 
the Fund believes is GI Dynamics' highly scalable potential. 
 
Sutton Harbour 
 
Sutton Harbour owns and operates Sutton Harbour in the Barbican, Plymouth's 
historic old port. This includes a leisure marina, the second largest fresh 
fish market in England and an estate of investment properties around the 
harbour. The Marina at Sutton Harbour is a 5 Gold Anchor rated facility, which 
can berth securely 523 vessels thanks to its tidal lock that shelters them from 
the elements. It is considered to be one of the best deep water harbours in the 
South West. Ideally located to explore the world-class cruising waters around 
the South West of England, the Marina remains a popular choice with both 
regular berth holders and visiting boat owners. In 2013, the company added 
capacity to its estate by opening the King Point Marina in the neighbouring 
Millbay site. King Point Marina now provides berthing for 171 boats. Sutton 
Harbour also holds the lease to Plymouth's 113-acre former airport site, 
entitling it to 25 per cent of any disposal proceeds. Since 2013, Sutton 
Harbour has remained focused on its waterfront assets, maintaining annuity 
revenues at its core marina and growing revenues at King Point. The Fund's 
previous annual reports provide further background to this investment. 
 
Since 2016, the company has been exploring options to realise value from its 
assets, as part of a strategic review assisted by Rothschild & Co. 
 
In June 2017, Sutton Harbour made a preliminary announcement of results for the 
year ended 31 March 2017. Highlights included a Heads of Terms signed with a 
major developer for the company's East Quays site and a record year for the 
Plymouth Fisheries Hub with GBP19.7 million of fish throughput. As at 30 June 
2017, net assets were GBP40.1 million and the market cap of the company was GBP26.5 
million, representing a 33.9 per cent discount to NAV. 
 
Johnston Press 
 
Johnston Press owns over 200 local newspapers and websites around the UK, 
including the Yorkshire Post and the Scotsman and a national publication, the 
i. The company grew by acquisition but got into financial difficulty after the 
financial crisis due to its heavy debt burden and the falling revenues from 
lower circulation and reduced printed press advertising. 
 
The current CEO, Ashley Highfield, was appointed in 2011 and started 
transforming the production process to reduce cost and increase digital 
revenues. For example, all titles are now produced following the same layout, 
and more content is either reader-generated or used across titles (e.g. 
reviews). 
 
In April 2016, Johnston Press purchased the i newspaper, a UK national daily 
newspaper providing concise quality editorial content. It has a 20 per cent 
market share of the newspaper "quality market" and was named National Newspaper 
of the Year in 2015 at the industry's News Awards. 
 
Investors' concerns over declining advertising and circulation revenues and 
questions over the company's ability to refinance in 2019 might be behind the 
de-rating of the stock. In our view, the measures put in place by management 
are slowing the fall in print revenues and growing digital revenues but a 
timely restructuring of the debt burden is essential and the earlier it is 
completed, the more value will be preserved for all stakeholders. The strategic 
review of financing options for the company is key at this stage and continues 
to progress. 
 
After the period end, in August 2017, Johnston Press reported its results for 
the first half of the year, which were broadly in line with expectations: 
highlights included revenues up 4.6 per cent (excluding classifieds) compared 
to the same period last year, and a group EBITDA of GBP19.7 million. Performance 
continues to be driven by the i newspaper, which lifted earnings by 42 per 
cent, delivering revenues of GBP14.5 million and EBITDA of GBP3.7 million in the 
first half of the year and countering ongoing tough trading for regionals, 
particularly in classified advertising. Digital advertising also performed 
strongly with revenues (excluding classifieds) growing nearly 15 per cent in 
the six months to June. 
 
The Fund maintains the view that Johnston Press has the potential to benefit 
from further industry consolidation. 
 
Realisations 
 
Over the year, net realised gains, after taking into account losses realised on 
put options purchased for portfolio insurance purposes, amounted to GBP19.3 
million. 
 
The Fund's total realised gains since inception now amount to GBP72.7 million. 
Previous profitable exits include Dart Group plc, Pinewood Group plc, 4imprint 
Group plc, Aer Lingus Group plc, Thorntons plc, Norcros plc, 3i Quoted Limited 
Private Equity, Delta plc, Kentz Corporation Limited, Tate & Lyle and Chloride 
Group plc. 
 
Outlook 
 
Despite continued political uncertainty, global equity markets have performed 
strongly over the year to 30 June 2017.  However, the Fund remains cautious on 
the overall outlook for markets, as uncertainty remains not only about the 
implications of Brexit but as regards the underlying issues still facing the 
global economy. 
 
Going forward, the Fund will continue to use its proven screening process to 
identify activist investment opportunities that it feels are less exposed to 
broader market conditions.  With its focus on UK companies, the Fund believes 
that Brexit has created several activist opportunities with Sterling's weakness 
making UK companies particularly attractive to overseas acquirers. 
 
The Fund continues to follow its policy of purchasing put options to provide 
some protection against a significant market sell-off. 
 
Crystal Amber Asset Management (Guernsey) Limited 
 
12 September 2017 
 
Investing Policy 
 
The Company is an activist fund which aims to identify and invest in 
undervalued companies and, where necessary, take steps to enhance their value. 
The Company aims to invest in a concentrated portfolio of undervalued companies 
which are expected to be predominantly, but not exclusively, listed or quoted 
on UK markets (usually the Official List or AIM) and which have a typical 
market capitalisation of between GBP100 million and GBP1,000 million. Following 
investment, the Company and its advisers will also typically engage with the 
management of those companies with a view to enhancing value for all their 
shareholders. 
 
Investment objective 
 
The objective of the Company is to provide its shareholders with an attractive 
total return, which is expected to comprise primarily capital growth but with 
the potential for distributions from realised distributable reserves, including 
distributions arising from the realisation of investments, if this is 
considered to be in the best interests of its shareholders. 
 
At the date of signing of these Financial Statements the investment strategy 
and investment restrictions which applied to the Company following Admission 
and after the passing of Resolution 1 at the EGM held on 15 August 2013, were 
as follows: 
 
Investment strategy 
 
The Company focuses on investing in companies which it considers are 
undervalued and will aim to promote measures to correct the undervaluation. In 
particular, it aims to focus on companies which the Company's Investment 
Manager and Investment Adviser believe may have been neglected by fund managers 
and investment funds due to their size; where analyst coverage is inadequate or 
where analysts have relied on traditional valuation techniques and/or not fully 
understood the underlying company. The Company and its advisers seek the 
co-operation of the target company's management in connection with such 
corrective measures as far as possible. Where a different ownership structure 
would enhance value, the Company will seek to initiate changes to capture such 
value. The Company may also seek to introduce measures to modify existing 
capital structures and introduce greater leverage and/or seek sale of certain 
businesses of the investee company. 
 
Pending investment of the type referred to above, the Company's funds will be 
placed on deposit but the Company also has the flexibility to make other 
investments which are considered to be reasonably liquid in order to ensure 
that its funds are appropriately deployed (including in money market 
instruments). The Company may, in certain circumstances, acquire stakes in 
target companies from investors in exchange for shares in the Company. 
 
Where it considers it to be appropriate the Company may (i) utilise leverage 
for the purpose of investment and enhancing returns to shareholders and/or (ii) 
enter into derivative transactions, for example to provide portfolio protection 
against significant falls in the market or for the purposes of efficient 
portfolio management, in seeking to manage its exposure to interest rate and 
currency fluctuations through the use of currency and interest rate hedging 
arrangements, and to acquire exposure to target companies through contracts for 
difference. 
 
Investment restrictions 
 
It is not intended that the Company will invest, save in exceptional 
circumstances, in: 
 
  * companies with a market capitalisation of less than GBP100 million at the 
    time of investment; 
 
  * pure technology based businesses; or 
  * unlisted companies or companies in pre-IPO situations. 
 
It is expected that no single investment in any one company will represent more 
than 20 per cent of the Gross Asset Value of the Company at the time of 
investment. However, there is no guarantee that this will be the case after any 
investment is made, or where the Investment Manager believes that an investment 
is particularly attractive. 
 
Dividend policy 
 
With effect from 1 January 2015, the annual target dividend was increased to 5 
pence per share.  The Company's dividend policy is to distribute to 
shareholders, as a dividend, a proportion of the income received from the 
Company's portfolio holdings.  In certain circumstances, the Company may make 
distribution payments out of realised investments if it is considered to be in 
the best interests of shareholders. 
 
Due to the nature of the Company's investment objective and strategy, the 
timing and amount of investment income cannot be predicted and is dependent on 
the composition of the Company's portfolio.  Before recommending any dividend, 
the Board will consider the capital and cash positions of the Company, and the 
impact on such capital and cash by virtue of paying that dividend, and will 
ensure that the Company will satisfy the solvency test, as prescribed by the 
Law, immediately after payment of any dividend.  Therefore, there can be no 
guarantee as to the timing and amount of any distribution payable by the 
Company.  The projected dividends set out above are intentions only and there 
can be no assurance that these intentions can, or will, be met. 
 
Composition of the portfolio 
 
The Board, Investment Manager and Investment Adviser believe that the number of 
potential target companies is high with more than 2,000 companies quoted on AIM 
or the Official List and they consider that a significant number of these are 
in the Company's targeted range. 
 
Target investee companies typically operate in one or more of the following 
sectors: 
 
  * consumer products; 
 
  * industrial products; 
 
  * retail; 
 
  * support services; 
 
  * healthcare; or 
 
  * financial services. 
 
However, the Company is not restricted to these sectors and investment 
decisions are taken based on market conditions and other investment 
considerations at the time. 
 
Report of the Directors 
 
Incorporation 
 
The Company was incorporated on 22 June 2007 and the Company was admitted to 
trading on AIM on 17 June 2008. 
 
Principal activities 
 
The Company is a Guernsey registered closed ended company established to 
provide shareholders with an attractive total return, which is expected to 
comprise primarily capital growth and distributions from accumulated retained 
earnings taking into consideration the unrealised gains and losses at that 
time. This will be achieved through investment in a concentrated portfolio of 
undervalued companies which are expected to be predominantly, but not 
exclusively, listed or quoted on UK markets and which mostly have a market 
capitalisation of between GBP100 million and GBP1,000 million. 
 
The Company became a member of the AIC on 26 March 2009. 
 
Business review 
 
A review of the business together with the likely future developments is 
contained in the Chairman's Statement and the Investment Manager's Report. 
 
Results and dividend 
 
The results for the year are set out in the Statement of Profit or Loss and 
Other Comprehensive Income. 
 
On 14 July 2016, the Company declared an interim dividend of GBP2,460,369, 
equating to 2.5 pence per Ordinary share, which was paid on 19 August 2016 to 
shareholders on the register on 22 July 2016. 
 
On 14 December 2016, the Company declared an interim dividend of GBP2,459,120, 
equating to 2.5 pence per Ordinary share, which was paid on 19 January 2017 to 
shareholders on the register on 22 December 2016. 
 
Subsequent to the year end, on 11 July 2017, the Company declared an interim 
dividend of GBP2,459,120, equating to 2.5 pence per Ordinary share, which was 
paid on 18 August 2017 to shareholders on the register on 21 July 2017. 
 
Going concern 
 
The Directors are confident that the Company has adequate resources to continue 
in operational existence for the foreseeable future and do not consider there 
to be any threat to the going concern status of the Company. 
 
Continuation vote 
 
The Directors have specifically considered the implications of the continuation 
vote to be proposed at the 2017 AGM on the application of the going concern 
basis. The continuation vote is scheduled to occur every two years. The 
Directors have no reason to doubt that shareholders will vote for the Company 
to continue as constituted at the 2017 AGM, given the positive performance of 
the Company since the previous continuation vote at the 2015 AGM. 
 
Long term viability 
 
The Company is a member of the AIC and complies with the AIC Code. In 
accordance with the AIC Code, the Directors have made a robust assessment of 
the prospects of the Company over the three year period ending 30 June 2020. 
The Directors consider that three years is an appropriate period to assess the 
viability of the Company given the average length of investment in each 
portfolio company and the time horizon over which investment decisions are 
made. 
 
In considering the prospects of the Company, the Directors have considered the 
risks facing the Company, giving particular attention to the principal risks 
identified below, the effectiveness of controls over those risks, and have 
evaluated the sensitivities of the portfolio to market volatility. 
 
The Directors have also considered the Company's income and expenditure 
projections over the three year period, the fact that the Company currently has 
no borrowings and that most of its investments comprise readily realisable 
securities which can be expected to be sold to meet funding requirements if 
necessary. 
 
Based on the results of this analysis the Directors have a reasonable 
expectation that the Company will be able to continue in operation and meet its 
liabilities as they fall due over the three year period of their assessment. 
 
Principal risks and uncertainties 
 
The Company has a rigorous risk management framework including a comprehensive 
risk matrix that is reviewed and updated regularly. The Investment Manager has 
created a Risk Committee from which the Board receives quarterly reports. Nigel 
Ward, one of the Directors, liaises with the Risk Committee and attends its 
regular meetings to offer an independent view and to enhance communication 
between the committee and the Board. The Directors have carried out a robust 
assessment of the principal risk areas relevant to the performance of the 
Company including those that would threaten its business model, future 
performance, solvency and liquidity and these are detailed below. As it is not 
possible to eliminate risks completely, the purpose of the Investment Manager's 
risk management policies and procedures is to reduce risk and to ensure that 
the Company is as adequately prepared as reasonably possible to respond to such 
risks and to minimise their impact should they occur. 
 
Regulatory compliance risk 
 
A breach of regulatory rules could lead to a suspension of the Company's stock 
exchange listing or financial penalties. The Company Secretary monitors the 
Company's compliance with the Listing Rules in conjunction with the Nominated 
Adviser and compliance with these rules is reviewed by the Directors at each 
Board meeting. 
 
One of the most significant regulatory risks for an activist investor such as 
the Company is in relation to market abuse provisions. The FCA has published 
guidance that in general it would not consider an activist shareholder's 
conduct to amount to market abuse where the shareholder merely carried out 
acquisitions of the target company's securities on the basis of its intentions 
and knowledge of its strategy. 
 
However, the FCA has stated that if, for example, other shareholders trade in 
the target's shares on the basis of another shareholder's strategy, they may 
view such conduct as amounting to market abuse. There is no guarantee that 
other shareholders will not follow the Company's strategy, and, in certain 
circumstances the Company may act with, or be dependent upon, the support of 
other shareholders to implement its strategies. There is also no guarantee that 
the FCA's guidance will not change. The Company and the Advisers operate in a 
highly regulated environment and whilst they will always seek to take 
appropriate professional advice, there is a risk of an inadvertent breach of 
securities laws or regulations, or allegations of such breach, taking place. 
 
The following risks, whilst they may affect the performance of the Company, 
will not in themselves affect the ability of the Company to operate. 
 
'Key Man' risk 
 
The Investment Adviser and the Investment Manager rely heavily on the 
expertise, knowledge and network of Richard Bernstein when sourcing investment 
opportunities. He is a shareholder of the Company, a director and shareholder 
of the Investment Manager and a member of the Investment Adviser and the loss 
of him to these service providers could have an adverse effect on the Company's 
performance. In the absence of Richard Bernstein, the Board and Investment 
Manager have sufficient relevant experience to manage the Company's portfolio 
while considering the future of the Company. Key Man risk is covered in the 
Investment Adviser's continuity plan. The Board is aware of this risk and 
continues to discuss possible strategies to mitigate its impact. 
 
Portfolio concentration risk 
 
By its very nature as an activist fund, the Company is exposed to the risk that 
its portfolio of investee companies is not sufficiently diversified to absorb 
the impact of a major investment falling in value. As noted in the Investment 
Policy, the Company seeks to invest in companies and use activism to unlock 
value. An inherent consequence of this policy is a portfolio concentrated on a 
number of key investee companies. The Board is aware of this risk and feel it 
is a necessary risk to take in order to provide returns through the investment 
strategy. Levels of investment in individual companies are monitored and 
parameters are set to ensure that the risk is kept to an acceptable level, 
while also ensuring a sufficiently high level of stock is purchased to allow 
engagement as a major shareholder, if required. 
 
Underlying investment performance risk 
 
The Company invests in underlying investee companies, the securities of which 
are publicly traded or are offered to the public. The performance of these 
companies is likely to fluctuate due to a number of factors beyond the 
Company's control. The Investment Manager and Investment Adviser monitor 
investee company performance on a daily basis and investigate returns of more 
or less than 10 per cent based on weekly valuations prepared by the 
Administrator. The Investment Adviser engages with investee companies through 
regular meetings and reports to the Board. The Investment Manager and 
Investment Adviser also compare the Company's performance to the Numis Small 
Companies Index and investigate all underperformance and unrealised losses of 
the Company. 
 
Market risk 
 
The Company's investments include investments in companies the securities of 
which are publicly traded or are offered to the public. The market prices and 
values of these securities may be volatile and are likely to fluctuate due to a 
number of factors beyond the Company's control.  These include actual and 
anticipated fluctuations in the quarterly, half yearly and annual results of 
the companies in which investments are made and other companies in the 
industries in which they operate, market perceptions concerning the 
availability of additional securities for sale, general economic, social or 
political developments, changes in industry conditions, shortfalls in operating 
results from levels forecast by securities analysts, the general state of the 
securities markets and other material events, such as significant management 
changes, refinancings, acquisitions and disposals. Changes in the values of 
these investments may adversely affect the Company's NAV and cause the market 
price of the Company's shares to fluctuate. The Company hedges price risk by 
holding put options linked to the FTSE index to provide some protection against 
a significant market sell-off. 
 
Shareholder concentration risk 
 
A total of six investors with holdings of 3 per cent or more each of the shares 
of the Company hold a combined 79.98 per cent of the voting rights. A 
significant shareholder seeking liquidity could have a negative impact on the 
Company through movements in Company share price, through voting at an AGM, or 
by placing pressure on the Board to act to realise value in the portfolio at a 
time and value other than the optimum. To manage this risk the Investment 
Manager maintains regular contact with significant shareholders to discuss the 
performance of the Company and any views the shareholder may have. 
 
Liquidity risk 
 
The Company's ability to meet its obligations arising from financial 
liabilities could be reliant on its ability to reduce or exit investment 
holdings. This could be more difficult with the Company's less liquid portfolio 
holdings. To manage this risk, the cash and trade positions are monitored on a 
daily basis by the Investment Adviser and the Administrator. The liquidity of 
stocks is also considered at the point of recommendation by the Investment 
Adviser and prior to investment. 
 
It is not intended that the Company will invest, save in exceptional 
circumstances, in companies with a market capitalisation of less than GBP100 
million at the time of investment. Companies with a market capitalisation of 
less than GBP100 million are in many cases considered to be higher risk and may 
also be less liquid than companies with a market capitalisation of more than GBP 
100 million. However, the Investment Adviser may, from time to time, identify 
exceptional investment opportunities with a market capitalisation of less than 
GBP100 million. 
 
The Company's risk of investment in companies with market capitalisation of 
less than GBP100 million is mitigated as all investments are monitored by the 
Board on a quarterly basis. Any proposals to invest in companies below GBP100 
million market capitalisation are considered in detail by the Investment 
Manager and are recommended in exceptional circumstances only. 
 
Inside information risk 
 
The Company may, from time to time, be exposed to insider information.  A 
breach of insider trading rules could lead to a suspension of the Company's 
stock exchange listing or financial penalties. This risk is mitigated and 
managed through continual monitoring and policy setting, which ensures all 
employees of the Investment Adviser are clear on insider trading rules and that 
all procedures are adhered to. 
 
Implementation risk 
 
The Company's ability to generate attractive returns for shareholders depends 
upon the Investment Adviser's ability to assess future values that can be 
realised in connection with investments. The ability to assess future values 
and the timing thereof, whether in connection with the making of an investment 
or exiting from an investment, may be particularly important in the case of 
investments over which the Company has little or no control on its own. The 
ability of the Company to exit certain investments on favourable terms will be 
dependent (inter alia) upon the successful implementation of the strategic 
plans for such investee company and, in particular, the ability to persuade 
management to adopt such strategic plans. It will also depend on the relative 
liquidity of the stock of the investee company at that time. 
 
In summary, the above risks are mitigated and managed by the Board, the 
Investment Manager and Investment Adviser through continual review of the 
portfolio, policy setting and updating of the Company's risk matrix to ensure 
that procedures are in place to minimise the impact of the above mentioned 
risks. 
 
Further detail on the Company's risk factors is set out in the Company's 
prospectus, available on the Company's website (www.crystalamber.com) and 
should be reviewed by shareholders. 
 
Details about the financial risks associated with the Company's investment 
portfolio and the way they are managed are given in note 14 to the Financial 
Statements. 
 
Ongoing charges 
 
The ongoing charges ratio of the Company is 1.88 per cent (2016: 2.07 per cent) 
for the year ended 30 June 2017. The ongoing charges ratio has been calculated 
using the AIC recommended methodology. 
 
Directors 
 
The Directors of the Company who served during the year and up to the date of 
this report are shown in the Directors and general information section. 
Biographies of the Directors holding office as at 30 June 2017 and at the date 
of signing these Financial Statements are shown in the Directors section. 
 
Directors' interests 
 
The interests of the Directors in the share capital of the Company at the year 
end and as at the date of this report are as follows: 
 
                           2017                            2016 
 
                      Number of       Total          Number of        Total 
                Ordinary shares      voting    Ordinary shares       voting 
                                     rights                          rights 
 
William Collins          25,000       0.03%             25,000        0.03% 
 
Sarah Evans              25,000       0.03%             25,000        0.03% 
 
Total                    50,000       0.06%             50,000        0.06% 
 
Directors' remuneration 
 
During the year the Directors earned the following remuneration in the form of 
Directors' fees from the Company: 
 
                                                                2017                2016 
 
                                                                   GBP                   GBP 
 
William Collins(1)                                            35,000              35,000 
 
Sarah Evans(2)                                                30,000              30,000 
 
Nigel Ward                                                    27,500              29,750 
 
Christopher Waldron                                           25,000              25,000 
 
Jane Le Maitre(3)                                              3,630                   - 
 
Total                                                        121,130             119,750 
 
(1) Chairman of the Company 
 
(2) Senior Independent Director of the Company and Chairman of the Audit 
Committee 
 
(3) Appointed as Director of the Company on 8 May 2017 
 
During the year ended 30 June 2016, Nigel Ward received a one-off fee of GBP3,500 
for services undertaken in respect of assisting the Investment Manager during 
2015 to establish the Risk Committee with the appropriate terms of reference. 
With effect from 1 January 2016, Nigel Ward received an increase in 
remuneration of GBP2,500 to reflect additional services provided to the Company 
in respect of managing risk. 
 
Substantial interests 
 
As at 15 August 2017, the Company has been notified of the following voting 
rights of 3 per cent or more of its total voting rights: 
 
                                                      Number of Ordinary          Total 
                                                                  shares  voting rights 
 
Invesco Perpetual                                                                28.81% 
                                                              28,305,510 
 
Woodford Investment Management                                                   16.04% 
                                                              15,764,788 
 
Wirral BC                                                                        13.17% 
                                                              12,938,214 
 
Baring Asset Management                                                          11.16% 
                                                              10,969,839 
 
Aviva Investors                                                                   6.75% 
                                                               6,633,373 
 
Crystal Amber Asset Management (Guernsey)                                         4.05% 
                                                               3,976,509 
 
Total                                                                            79.98% 
                                                              78,588,233 
 
Statement of Directors' responsibilities 
 
The Directors are responsible for preparing the Report of the Directors and the 
Financial Statements in accordance with applicable law and regulations. 
 
The Companies Law requires the Directors to prepare Financial Statements for 
each financial year. Under the Companies Law, they have elected to prepare the 
Financial Statements in accordance with IFRS and applicable law. 
 
The Financial Statements are required by law to give a true and fair view of 
the state of affairs of the Company and of the profit or loss of the Company 
for that period. 
 
In preparing these Financial Statements, the Directors are required to: 
 
  * select suitable accounting policies and then apply them consistently; 
 
  * make judgements and estimates that are reasonable and prudent; 
 
  * state whether applicable accounting standards have been followed, subject 
    to any material departures disclosed and explained in the Financial 
    Statements; and 
 
  * prepare the Financial Statements on the going concern basis unless it is 
    inappropriate to presume that the Company will continue in business. 
 
The Directors are responsible for keeping proper accounting records, which 
disclose with reasonable accuracy at any time, the financial position of the 
Company and to enable them to ensure that the Financial Statements comply with 
the Companies Law. They have general responsibility for taking such steps as 
are reasonably open to them to safeguard the assets of the Company and to 
prevent and detect fraud and other irregularities. The Directors are 
responsible for ensuring that the Annual Report and Audited Financial 
Statements, taken as a whole, are fair, balanced, and understandable and 
provide the information necessary for shareholders to assess the Company's 
performance, business model and strategy. 
 
The Directors are also responsible for the maintenance and integrity of the 
corporate and financial information included on the Company's website 
(www.crystalamber.com) and for the preparation and dissemination of Financial 
Statements. Legislation in the United Kingdom and Guernsey governing the 
preparation and dissemination of financial statements may differ from 
legislation in other jurisdictions. 
 
Disclosure of information to the Auditor 
 
The Directors each confirm that they have complied with the above requirements 
in preparing the Financial Statements. They also confirm that so far as they 
are each aware, there is no relevant audit information of which the Company's 
auditor is unaware and that they have taken all the steps they ought to have 
taken as Directors to make themselves aware of any relevant audit information 
and to establish that the Company's auditor is aware of that information. 
 
Corporate governance 
 
As a Guernsey registered company, the share capital of which is admitted to 
trading on AIM, the Company is not required to comply with the FRC Code. The 
FRC Code became effective for reporting periods beginning on or after 29 June 
2010 and has been updated for periods beginning on or after 17 June 2016. 
However, the Directors recognise the value of sound corporate governance and it 
is the Company's policy to comply with best practice on good corporate 
governance that is applicable to investment companies. 
 
The Board considered the principles and recommendations of the AIC Code and 
decided to follow the AIC Guide. The AIC Code and AIC Guide were updated in 
July 2016 to take into account the updated FRC Code, and the Company has used 
this revised AIC Code and AIC Guide for the financial year ended 30 June 2017. 
The AIC Code and the AIC Guide are available on the AIC's website, 
www.theaic.co.uk. The FRC Code is available on the FRC's website, 
www.frc.org.uk. 
 
The GFSC Code came into force in Guernsey on 1 January 2012. Under the GFSC 
Code, the Company shall be deemed to satisfy the GFSC Code provided that it 
continues to conduct its governance in accordance with the requirements of the 
AIC Code. 
 
The Company adheres to a Stewardship Code adopted from 14 June 2016. The 
Company's Stewardship Code incorporates the principles of the UK Stewardship 
Code. A copy of the Stewardship Code is available through the Company's website 
www.crystalamber.com. 
 
The Company is led and controlled by a Board of Directors, which is 
collectively responsible for the long-term success of the Company. The Company 
believes that the composition of the Board is a fundamental driver of its 
success as the Board must provide strong and effective leadership of the 
Company. The current Board was selected, as their biographies illustrate, to 
bring a breadth of knowledge, skills and business experience to the Company. 
 
The Board comprises five Non-Executive Directors (2016: four), all of whom are 
considered to be independent of the Investment Manager and Investment Adviser 
and free from any business or other relationship that could materially 
interfere with the exercise of their independent judgement. Board appointments 
are considered by all members of the Board and have been made based on merit, 
against objective criteria. Jane Le Maitre was appointed to the Board on 8 May 
2017, following a comprehensive recruitment process conducted by the Board, in 
conjunction with an external search consultancy. 
 
The Board monitors developments in corporate governance to ensure the Board 
remains aligned with best practice especially with respect to the increased 
focus on diversity. The Board acknowledges the importance of diversity, 
including gender, for the effective functioning of the Board and commits to 
supporting diversity in the boardroom. It is the Board's ongoing aspiration to 
have a well diversified membership; in addition to gender diversity, the Board 
also values diversity of business skills and experience which bring a wide 
range of perspectives to the Company. 
 
The Chairman of the Board is William Collins. In considering the independence 
of the Chairman, the Board has taken note of the provisions of the AIC Code 
relating to independence, and has determined that Mr Collins is an independent 
director. The Company has no employees and therefore there is no requirement 
for a Chief Executive. 
 
A biography for the Chairman and all the other Directors follows in the next 
section, which sets out the range of investment, financial and business skills 
and experience represented. The Directors believe that the current mix of 
skills, experience, ages and length of service represented on the Board are 
appropriate to the requirements of the Company. 
 
Internal evaluation of the Board, the Committee and individual Directors is 
undertaken on an annual basis in the form of peer appraisal, questionnaires and 
discussions to determine the effectiveness and performance in various areas as 
well as the Directors' continued independence. 
 
The AIC Code recommends that a board should appoint one independent Non 
Executive Director to be the Senior Independent Director. Sarah Evans is the 
Senior Independent Director to the Company and fulfils the role of deputy 
chairman and takes the lead in the annual evaluation of the Chairman. 
 
In view of the Board's non-executive nature and the requirement of the Articles 
of Incorporation that one third of Directors retire by rotation at least every 
three years, the Board considers that it is not appropriate for the Directors 
to be appointed for a specified term as recommended by principle 3 of the AIC 
Code. At the forthcoming AGM, William Collins will be retiring after nine years 
as a Director and Chairman of the Company. At the same time, Sarah Evans and 
Nigel Ward will be retiring and offering themselves for re-election, having 
served on the Board for nine years. On 8 May 2017, Jane Le Maitre was appointed 
as a Director of the Company. In accordance with the Company's Articles, Jane 
Le Maitre will also be retiring and offering herself for re-election at the 
forthcoming Annual General Meeting of the Company. 
 
Any Director who has held office with the Company, for a continuous period of 
nine years or more at the date of the Annual General Meeting, shall retire from 
office and may offer themselves for re-appointment by the members. The Company 
will consider whether there is any risk that such a Director might reasonably 
be deemed to have lost independence through such long service. The Board 
considers its composition and succession planning on an ongoing basis. As two 
Directors were appointed, and the Company commenced operations, over nine years 
ago, the nine year tenure point has been reached. We confirm that any Directors 
intending to continue after their nine year anniversary will put themselves 
forward for re-election then and annually thereafter if appropriate. Sarah 
Evans and Nigel Ward will therefore be retiring and offering themselves for 
re-election at the forthcoming Annual General Meeting and on an annual basis if 
appropriate. 
 
None of the Directors has a contract of service with the Company. The Company 
has no executive Directors and no employees. However, the Board has engaged 
external companies to undertake the investment management, administrative and 
custodial activities of the Company. Clearly documented contractual 
arrangements are in place with these companies which define the areas where the 
Board has delegated certain responsibilities to them, but the Board retains 
accountability for all delegated responsibilities. 
 
Board responsibilities 
 
The Board is responsible to shareholders for the overall management of the 
Company. The Board has adopted a set of reserved powers which set out the 
particular duties of the Board. Such reserved powers include decisions relating 
to the determination of investment policy and oversight of the Investment 
Manager and their advisers, strategy, risk assessment, Board composition, 
capital raising, statutory obligations and public disclosure, financial 
reporting and entering into any material contracts by the Company. 
 
The Directors have access to the advice and services of the Administrator and 
Secretary, who are responsible to the Board for ensuring that Board procedures 
are followed and that it complies with the Companies Law and applicable rules 
and regulations of the GFSC and the London Stock Exchange. Where necessary, in 
carrying out their duties, the Directors may seek independent professional 
advice at the expense of the Company. 
 
The Company maintains appropriate directors' and officers' liability insurance 
in respect of legal action against its Directors on an ongoing basis. 
Investment Advisory services are provided to the Company by Crystal Amber 
Advisers (UK) LLP through the Investment Manager. The Board is responsible for 
setting the overall investment policy and has delegated day to day 
implementation of the Company's strategy to the Investment Manager but retains 
responsibility to ensure that adequate resources of the Company are directed in 
accordance with their decisions. The Board monitors the actions of the 
Investment Adviser and Investment Manager at regular Board meetings. The Board 
has also delegated administration and company secretarial services to Heritage 
International Fund Managers Limited but retains accountability for all 
functions it delegates. 
 
The Directors are responsible for ensuring the effectiveness of the internal 
controls of the Company which are designed to ensure that: proper accounting 
records are maintained; the financial information on which business decisions 
are made and which is issued for publication is reliable; and the assets of the 
Company are safeguarded. A formal review of the effectiveness of the Company's 
risk management and internal control systems is conducted at least once a year 
and this was completed successfully during the year under review. The 
Investment Manager has established a Risk Committee to monitor and manage risks 
faced by the Company, these committee meetings are attended by Nigel Ward. 
 
The Board meets at least four times a year for regular, scheduled meetings and 
should the nature of the Company require it, additional meetings may be held, 
some at short notice. Prior to each of its quarterly meetings, the Board 
receives reports from the Investment Adviser and Administrator covering: 
activities during the period; performance of relevant markets; performance of 
the Company's assets; finance; compliance matters; working capital position; 
and other areas of relevance to the Board. The Board also considers from time 
to time reports provided by the Investment Manager and other service providers. 
The Board also receives quarterly reports from the Risk Committee. There is 
regular contact between the Board, the Investment Manager and the 
Administrator. The Directors maintain overall control and supervision of the 
Company's affairs. 
 
Between meetings there is regular contact with the Investment Manager and the 
Administrator, and the Board requires to be supplied in a timely manner with 
information by the Investment Manager, the Company Secretary and other advisers 
in a form and of a quality to enable it to discharge its duties. 
 
The Board, through the Remuneration and Management Engagement Committee 
established on 27 March 2017, is responsible for the appointment and monitoring 
of all service providers, including the Investment Manager, and conducts a 
formal review of them on an annual basis and confirms that such a review has 
taken place during the year. 
 
There may be a requirement to hold Board meetings outside the scheduled 
quarterly meetings in order to review and consider investment opportunities and 
/or formal execution of documents and to consider ad hoc business. 
 
New Directors receive an induction on joining the Board, and all Directors 
receive other relevant training as necessary. Directors have regular contact 
with the Investment Manager to ensure that the Board remains regularly updated 
on all issues. All members of the Board are members of professional bodies and 
serve on other Boards, which ensures they are kept abreast of the latest 
technical developments in their areas of expertise. 
 
Audit committee 
 
Due to the size of the Board, all Directors are members of the Audit Committee. 
Sarah Evans acts as Chairman of the Committee. The responsibilities of the 
Committee include reviewing: the Annual Report and Audited Financial 
Statements; the Interim Report and Financial Statements; the system of internal 
controls and risk management; and the terms of the appointment of the Auditor, 
together with their remuneration. It is also the forum through which the 
Auditor reports to the Board. 
 
The Committee met twice in the year ended 30 June 2017. Matters considered at 
these meetings included but were not limited to: 
 
  * review of the accounting policies and format of the financial statements; 
  * review of the Annual Report and Audited Financial Statements for the year 
    ended 30 June 2016; 
  * review of the Interim Report and Unaudited Interim Condensed Financial 
    Statements for the six months ended 31 December 2016; 
  * review of the audit plan and timetable for the preparation of the Annual 
    Report and Audited Financial Statements for the year ended 30 June 2017; 
  * discussions and approval of the fee for the external audit; 
  * assessment of the effectiveness of the external audit process as described 
    below; 
  * review of the Company's significant risks and internal controls; 
  * review and consideration of the AIC Code, the GFSC Code and the Stewardship 
    Code; 
  * detailed review of the 2017 Annual Report in relation to the AIC Code 
    including the period of assessment and long term viability of the Company; 
    and 
  * consideration of putting the Company's audit out to tender. 
 
The Committee considered the following significant issue in relation to these 
Financial Statements: 
 
Valuation of assets 
 
The Company's accounting policy is to value investments as designated at fair 
value through profit or loss or as derivatives held for trading, and to 
recognise sales and purchases of those investments using trade date accounting. 
The Committee has satisfied itself that the sources used for pricing the 
Company's investments are appropriate and reliable. 
 
The Committee also reviews the objectivity and independence of the Auditor. The 
Board considers KPMG to be independent of the Company. The audit fees disclosed 
in the profit or loss section of the Statement of Profit or Loss and Other 
Comprehensive Income are in relation to the audit of the Financial Statements. 
During the year, KPMG did not receive any remuneration from the Company for 
non-audit services. 
 
The Committee assessed the effectiveness of the audit process by considering 
KPMG's fulfilment of the agreed audit plan through the reporting presented to 
the Committee by KPMG and the discussions at the Committee meeting, which 
highlighted the major issues that arose during the course of the audit. In 
addition, the Committee also sought feedback from the Investment Manager and 
the Administrator on the effectiveness of the audit process. For this financial 
year, the Committee was satisfied that there had been appropriate focus and 
challenge on the primary areas of audit risk and assessed the quality of the 
audit process to be good. 
 
The external audit was put out to tender in 2008 when the Company's shares were 
listed and admitted to trading on AIM and KPMG was appointed. The lead audit 
partner was changed in 2010 and changed again by rotation in 2015. There are no 
obligations to restrict the Company's choice of external auditor. 
 
The Company is committed to the highest standards of corporate governance and, 
whilst not mandatory, the Committee decided to put the audit out to tender 
during the year. The tender process commenced in the second half of the 
financial year with the identification of three suitably experienced audit 
firms, including the current incumbent, KPMG. 
 
The three candidate firms were interviewed by members of the Audit Committee 
and asked to present detailed written proposals to the Committee. Following 
consideration of these proposals, the Committee concluded that the interests of 
the Company and its shareholders would be best served by retaining the services 
of KPMG. 
 
The Board considers that an internal audit function specific to the Company is 
unnecessary and that the systems and procedures employed by the Investment 
Manager and the Administrator, including their own internal control functions, 
provide sufficient assurance that a sound system of internal control is 
maintained, which safeguards the Company's assets. Formal terms of reference 
for the Committee are available on the Company website www.crystalamber.com. 
 
Other committees 
 
Although the AIC Code recommends that companies appoint a Nomination Committee, 
the Board has not deemed this necessary, as being wholly comprised of 
non-executive Directors, the full Board considers these matters. 
 
On 27 March 2017, the Board resolved to establish a Remuneration and Management 
Engagement Committee. Due to the size of the Board, all Directors are members 
of the Remuneration and Management Engagement Committee. Nigel Ward acts as 
Chairman of the committee. The Remuneration and Management Engagement Committee 
meets at least once year pursuant to its terms of reference. The Remuneration 
and Management Engagement Committee provides a formal mechanism for the review 
of the remuneration of the Chairman and Directors and the review of the 
performance and remuneration of the Investment Manager, Investment Adviser and 
other service providers. The Remuneration and Management Committee held its 
first meeting following the year end on 7 September 2017. 
 
Remuneration policy 
 
The Company aims to ensure remuneration is competitive, aligned with 
shareholder interests, relatively simple and transparent, and compatible with 
the aim of attracting, recruiting and retaining suitably qualified and 
experienced directors. 
 
In addition, the Board reviews the arrangements for the provision of management 
and other services to the Company on an ongoing basis. The Company receives 
regular reporting from the Investment Adviser and regular valuations of the 
Company's investments, which allows the Board to form a judgement as to the 
performance of its portfolio. 
 
Board meetings, Committee meetings and Directors' attendance 
 
One of the key criteria the Company uses when selecting Directors is their 
confirmation prior to their appointment that they will be able to allocate 
sufficient time to the Company to discharge their responsibilities in a timely 
and effective manner. 
 
The Board formally met four times during the year and other ad hoc Board 
committee meetings were called in relation to specific events or to issue 
approvals, often at short notice and did not necessarily require full 
attendance. Directors are encouraged when they are unable to attend a meeting 
to give the Chairman their views and comments on matters to be discussed, in 
advance. 
 
Attendance at the quarterly Board meetings is further set out below: 
 
                                         Board                      Audit Committee 
 
                               Scheduled       Attended         Scheduled      Attended 
 
William Collins                    4              4                 2              2 
 
Sarah Evans                        4              4                 2              2 
 
Nigel Ward                         4              4                 2              2 
 
Christopher Waldron                4              4                 2              2 
 
Jane Le Maitre(1)                  1              1                 -              - 
 
(1) Appointed as Director of the Company on 8 May 2017, at which point 3 Board 
meetings and 2 Audit Committee meetings had already taken place 
 
In addition to the above, there were four additional ad hoc Board meetings and 
one additional Board committee meeting during the year. 
 
Relations with shareholders 
 
The Board welcomes the views of shareholders and places great importance on 
communication with its shareholders. Senior members of the Investment Adviser 
make themselves available to meet with principal shareholders and key sector 
analysts. The Chairman and other Directors are also available to meet with 
shareholders, if required. 
 
All shareholders have the opportunity to raise questions to the Company at its 
registered office. The Annual General Meeting of the Company provides a forum 
for shareholders to meet and discuss issues with the Directors and Investment 
Adviser. Company information is also available to the shareholders through the 
Company's website www.crystalamber.com. 
 
The Board regularly monitors the shareholder profile of the Company and 
receives comprehensive shareholder reports from the Company's Broker at all 
quarterly board meetings. A post-results programme of visits to major 
shareholders is conducted by the Company's Broker and Investment Adviser. 
 
AIFM Directive 
 
The Company is categorised as an externally managed non-EU AIF under the AIFM 
Directive. The Investment Manager of the Company is its non-EU AIFM. The 
Investment Manager as the AIFM has created a Risk Committee which meets at 
least quarterly to consider the risks faced by the Company and the investment 
process, consistent with the requirements of the AIFM Directive. The AIFM has 
adopted a remuneration policy which accords with the principles established by 
the AIFM Directive. The remuneration policy is in compliance with the 
requirements of the AIFM Directive and the guidance issued by the FCA. The 
Investment Manager as the AIFM does not have any employees. The Directors of 
the AIFM received total aggregate remuneration of GBP20,000 by way of a fixed fee 
for the year ended 30 June 2017. No variable fee elements of remuneration were 
paid to the Directors of the AIFM. 
 
The AIFM Directive outlines the required information which has to be made 
available to investors in an AIF and directs that material changes to this 
information be disclosed in the Annual Report of the AIF. All information 
required to be disclosed under the AIFM Directive is either disclosed in this 
Annual Report or through the Company's website www.crystalamber.com. 
 
AEOI Rules 
 
Under AEOI Rules, the Company is registered under FATCA and continues to comply 
with both FATCA and CRS requirements to the extent relevant to the Company. 
 
NMPI 
 
The Board has been advised that the Company would satisfy the criteria for 
being an investment trust if it was resident in the UK. Accordingly, the Board 
has concluded that the Company's Ordinary shares are not non-mainstream pooled 
investments for the purposes of the FCA rules regarding the restrictions on the 
promotion to retail investors of unregulated collective investment schemes and 
close substitutes. This means that the restrictions on promotion imposed by the 
FCA rules do not apply to the Company. It is the Board's intention that the 
Company conducts its affairs so that these restrictions will continue to remain 
inapplicable. 
 
Independent auditor 
 
Following the conclusion of the audit tender process described above, KPMG has 
agreed to offer itself for re-appointment as Auditor of the Company and a 
resolution proposing re-appointment and authorising the Directors to determine 
remuneration will be presented at the Annual General Meeting. 
 
Annual General Meeting 
 
The Annual General Meeting of the Company will be held at 10.00am on 23 
November 2017 at Lefebvre Place, Lefebvre Street, St. Peter Port, Guernsey. 
 
On behalf of the Board 
 
Sarah Evans                   Nigel Ward 
Director                      Director 
12 September 2017             12 September 2017 
 
Directors 
 
William Collins (aged 68), Guernsey Resident, Non-Executive Chairman (appointed 
20 November 2007) 
 
William Collins has over 40 years' experience in banking and investment. From 
September 2007 he was employed by Bank J. Safra Sarasin (formerly Bank Sarasin) 
in Guernsey as Director - Private Clients, retiring at the end of December 
2014. Prior to that he worked for Barings in Guernsey for over 18 years. In 
1995 he was appointed a Director and from 2003 to August 2007 was Managing 
Director of Baring Asset Management (C.I.) Limited. Mr Collins is an Associate 
of the Institute of Financial Services, a Chartered Member of the Chartered 
Institute for Securities and Investment, and a member of the Institute of 
Directors. 
 
Sarah Evans (aged 62), Guernsey Resident, Senior Independent Director 
(appointed 22 June 2007*) 
 
Sarah Evans is a chartered accountant and is a non-executive Director of 
several listed investment funds and the Association of Investment Companies. 
She is a member of the Institute of Directors and has been resident in Guernsey 
for over twelve years. Whilst in the UK she spent six years with the Barclays 
Group, firstly as a treasury director. From 1996 to 1998 she was finance 
director of Barclays Mercantile (a Barclays Bank subsidiary providing large and 
middle ticket leasing finance). Prior to joining Barclays she ran her own 
consultancy business advising UK financial institutions on all aspects of 
securitisation. From 1982 to 1988, she worked at Kleinwort Benson Limited 
latterly as head of group finance. 
 
Nigel Ward (aged 60), Guernsey Resident, Non-Executive Director (appointed 22 
June 2007*) 
 
Nigel Ward is currently an independent non-executive Director on the board of 
several offshore funds and companies, including London and TISE listings. 
Investment mandates include property, agricultural land, student accommodation, 
UK equities, European SME credit, and distressed debt. He has over 40 years' 
experience of international investment markets, credit and risk analysis, 
corporate and retail banking, corporate governance, compliance and the managed 
funds industry. He spent 20 years at Baring Asset Management, and also at TSB 
Bank, National Westminster Bank and Bank Sarasin. He is a founding Commissioner 
of the Guernsey Police Complaints Commission, an Associate of the Institute of 
Financial Services, a member of the Institute of Directors and holds the IoD 
Diploma in Company Direction. 
 
Christopher Waldron (aged 53), Guernsey Resident, Non-Executive Director 
(appointed 1 July 2014) 
 
Christopher Waldron has over 30 years' experience as an investment manager, 
specialising in fixed income, hedging strategies and alternative investment 
mandates and until 2013 was Chief Executive of the Edmond de Rothschild Group 
in the Channel Islands. Prior to joining the Edmond de Rothschild Group in 
1999, Mr Waldron held investment management positions with Bank of Bermuda, the 
Jardine Matheson Group and Fortis but he is now primarily an independent 
non-executive director of a number of listed funds and investment companies. He 
is also a member of the States of Guernsey's Policy and Resources Investment 
and Bond Sub-Committee. He is a Fellow of the Chartered Institute of Securities 
and Investment. 
 
Jane Le Maitre (aged 57), Guernsey Resident, Non-Executive Director (appointed 
8 May 2017) 
 
Jane Le Maitre is a Fellow of the Institute of Chartered Accountants in England 
& Wales, a Chartered Tax Adviser and a member of the Institute of Directors. 
She started her career with Coopers & Lybrand in the UK and has been resident 
in Guernsey for more than 25 years. She joined KPMG (Channel Islands) in 1989 
and became a Partner in 1995 where she remained until 2000 before becoming a 
director in the fiduciary division at Kleinwort Benson. After 5 years with 
Kleinwort Benson, she joined the Intertrust Group in Guernsey. She became 
Managing Director of Intertrust Reads Private Clients Limited in January 2007 
before stepping down in 2013 to concentrate on client matters and continues to 
hold a number of executive positions in unlisted property and investment 
related entities. 
 
In addition to their directorships of the Company, the Directors currently hold 
the following directorships of listed companies; 
 
William Collins                           Sarah Evans 
 
Aberdeen Emerging Markets Investment      Apax Global Alpha Limited 
 
Company Limited                           NB Distressed Debt Investment 
                                          Fund Limited 
 
                                          Real Estate Credit Investments 
                                          PCC Limited 
                                          Ruffer Investment Company Limited 
 
Nigel Ward                                Christopher Waldron 
 
Acorn Income Fund Limited                 JZ Capital Partners Limited 
 
Fair Oaks Income Fund Limited             Ranger Direct Lending Fund plc 
 
Hadrian's Wall Secured Investments        Ranger Direct Lending ZDP plc 
Limited 
 
                                          UK Mortgages Limited 
 
 
*Please refer to The Report of the Directors for clarification regarding 
tenure. 
 
Independent Auditor's Report 
 
to the Members of Crystal Amber Fund Limited 
 
Our opinion is unmodified 
 
We have audited the financial statements of Crystal Amber Fund Limited (the 
"Company"), which comprise the statement of financial position as at 30 June 
2017, the statements of profit or loss and other comprehensive income, changes 
in equity and cash flows for the year then ended, and notes, comprising 
significant accounting policies and other explanatory information. 
 
In our opinion, the accompanying financial statements: 
 
  * give a true and fair view of the financial position of the Company as at 30 
    June 2017; and of the Company's financial performance and cash flows for 
    the year then ended; 
  * are prepared in accordance with International Financial Reporting 
    Standards; and 
  * comply with the Companies (Guernsey) Law, 2008. 
 
Basis for opinion 
 
We conducted our audit in accordance with International Standards on Auditing 
(UK) ("ISAs (UK)") and applicable law. Our responsibilities are described 
below. We have fulfilled our ethical responsibilities under, and are 
independent of the Company in accordance with, UK ethical requirements 
including FRC Ethical Standards as applied to listed entities. We believe that 
the audit evidence we have obtained is a sufficient and appropriate basis for 
our opinion. 
 
Key audit matters: our assessment of the risks of material misstatement 
 
Key audit matters are those matters that, in our professional judgment, were of 
most significance in the audit of the financial statements and include the most 
significant assessed risks of material misstatement (whether or not due to 
fraud) identified by us, including those which had the greatest effect on: the 
overall audit strategy; the allocation of resources in the audit; and directing 
the efforts of the engagement team. These matters were addressed in the context 
of our audit of the financial statements as a whole, and in forming our opinion 
thereon, and we do not provide a separate opinion on these matters.  In 
arriving at our audit opinion above, the key audit matters, were as follows: 
 
                   The risk                    Our response 
 
Valuation of        Basis:                     Our audit procedures 
financial assets   The Company has invested    included, but were not 
at fair value      101% of its net assets as   limited to: 
through profit or  at 30 June 2017 into 
loss               equity, debt and derivative Use of KPMG specialists: 
GBP202,370,814;      financial instruments       Our valuation specialist 
(2016: GBP           (collectively known as "the independently priced the 
151,090,246)       investments")               listed equity and debt 
                                               investments using a third 
Refer the Report   The Company's listed or     party source and assessed 
of the Directors,  quoted equity and debt      the trading volumes of such 
note 1 significant investments are valued      prices 
accounting         based on market prices 
policies and notes obtained from a third party For derivative financial 
9 and 14           pricing provider while its  instruments, our valuation 
                   unlisted derivative         specialist derived 
                   financial instruments (3%   valuations using a Black 
                   of investments) are valued  Scholes Option model to 
                   using a Black Scholes       evaluate against the 
                   option valuation technique  valuation used by the 
                                               Company 
                   Risk: 
                   The valuation of the        Assessing disclosures: 
                   Company's investments,      We also considered the 
                   given that they represent   Company's disclosures (see 
                   the majority of the net     Note 1) in relation to the 
                   assets of the Company is    use of estimates and 
                   considered to be a          judgments regarding the 
                   significant area of our     valuation of investments and 
                   audit                       the Company's valuation 
                                               policies adopted and fair 
                                               value disclosures in Notes 9 
                                               and 14 for compliance with 
                                               IFRS 
 
Our application of materiality and an overview of the scope audit 
 
Materiality for the financial statements as a whole was set at GBP6,030,000, 
determined with reference to a benchmark of the Company's Net Assets of GBP 
201,023,805, of which it represents approximately 3%. 
 
We reported to the Audit Committee any corrected or uncorrected identified 
misstatements exceeding GBP301,500, in addition to other identified misstatements 
that warranted reporting on qualitative grounds. 
 
We have nothing to report on going concern 
 
We are required to report to you if we have concluded that the use of the going 
concern basis of accounting is inappropriate or there is an undisclosed 
material uncertainty that may cast significant doubt over the use of that basis 
for a period of at least twelve months from the date of approval of the 
financial statements. We have nothing to report in these respects. 
 
We have nothing to report on the other information in the Annual Report 
 
The directors are responsible for the other information presented in the Annual 
Report together with the financial statements. Our opinion on the financial 
statements does not cover the other information and we do not express an audit 
opinion or any form of assurance conclusion thereon. 
 
Our responsibility is to read the other information and, in doing so, consider 
whether, based on our financial statements audit work, the information therein 
is materially misstated or inconsistent with the financial statements or our 
audit knowledge. Based solely on that work we have not identified material 
misstatements in the other information. 
 
We have nothing to report on other matters on which we are required to report 
by exception 
 
We have nothing to report in respect of the following matters where the 
Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion: 
 
  * the Company has not kept proper accounting records; or 
  * the financial statements are not in agreement with the accounting records; 
    or 
  * we have not received all the information and explanations, which to the 
    best of our knowledge and belief are necessary for the purpose of our 
    audit. 
 
Respective responsibilities 
 
Directors' responsibilities 
 
As explained more fully in their statement, the Directors are responsible for: 
the preparation of the financial statements including being satisfied that they 
give a true and fair view; such internal control as they determine is necessary 
to enable the preparation of financial statements that are free from material 
misstatement, whether due to fraud or error; assessing the Company's ability to 
continue as a going concern, disclosing, as applicable, matters related to 
going concern; and using the going concern basis of accounting unless they 
either intend to liquidate the Company or to cease operations, or have no 
realistic alternative but to do so. 
 
Auditor's responsibilities 
 
Our objectives are to obtain reasonable assurance about whether the financial 
statements as a whole are free from material misstatement, whether due to fraud 
or error, and to issue our opinion in an auditor's report.  Reasonable 
assurance is a high level of assurance, but does not guarantee that an audit 
conducted in accordance with ISAs (UK) will always detect a material 
misstatement when it exists.  Misstatements can arise from fraud or error and 
are considered material if, individually or in aggregate, they could reasonably 
be expected to influence the economic decisions of users taken on the basis of 
the financial statements. 
 
A fuller description of our responsibilities is provided on the FRC's website 
at www.frc.org.uk/auditorsresponsibilities. 
 
The purpose of this report and restrictions on its use by persons other than 
the Company's members as a body. 
 
This report is made solely to the Company's members, as a body, in accordance 
with section 262 of the Companies (Guernsey) Law, 2008. Our audit work has been 
undertaken so that we might state to the Company's members those matters we are 
required to state to them in an auditor's report and for no other purpose. To 
the fullest extent permitted by law, we do not accept or assume responsibility 
to anyone other than the Company and the Company's members, as a body, for our 
audit work, for this report, or for the opinions we have formed. 
 
KPMG Channel Islands Limited 
 
Chartered Accountants, Guernsey 
 
Statement of Profit or Loss and Other Comprehensive Income 
 
For the year ended 30 June 2017 
 
                                            2017                                    2016 
 
                                Revenue      Capital        Total       Revenue      Capital        Total 
 
                      Notes           GBP            GBP            GBP             GBP            GBP            GBP 
 
Income 
 
Dividend income from          2,708,065            -    2,708,065     1,945,040            -    1,945,040 
listed investments 
 
Other income                          -            -            -        25,000            -       25,000 
 
Interest received                   253            -          253        18,306            -       18,306 
 
                              2,708,318            -    2,708,318     1,988,346            -    1,988,346 
 
Net gains on 
financial assets 
designated at FVTPL 
and derivatives held 
for trading 
 
Equities 
 
Net realised gains/     9             -   29,991,758   29,991,758             - (18,643,875) (18,643,875) 
(losses) 
 
Movement in             9             -   35,560,845   35,560,845             -   14,319,109   14,319,109 
unrealised gains 
 
Debt instruments                                                - 
 
Movement in             9             -      290,017      290,017             -            -            - 
unrealised gains 
 
Derivative financial 
instruments 
 
Realised losses         9             - (10,675,030) (10,675,030)             -  (2,984,294)  (2,984,294) 
 
Movement in             9             -    4,095,788    4,095,788             -    (254,277)    (254,277) 
unrealised gains/ 
(losses) 
 
                                      -   59,263,378   59,263,378             -  (7,563,337)  (7,563,337) 
 
Total income                  2,708,318   59,263,378   61,971,696     1,988,346  (7,563,337)  (5,574,991) 
 
Expenses 
 
Transaction costs       4             -      597,327      597,327             -      544,681      544,681 
 
Exchange movements on                 -      245,911      245,911             -    (653,049)    (653,049) 
revaluation of 
investments 
 
Management fees       15,17   3,232,888            -    3,232,888     2,617,425            -    2,617,425 
 
Performance fees      15,17           -    2,354,752    2,354,752             -            -            - 
 
Directors'             16       121,130            -      121,130       119,750            -      119,750 
remuneration 
 
Administration fees    17       251,064            -      251,064       188,411            -      188,411 
 
Custodian fees         17       107,604            -      107,604        77,868            -       77,868 
 
Audit fees                       22,683            -       22,683        19,826            -       19,826 
 
Other expenses                  366,792            -      366,792       277,888            -      277,888 
 
                              4,102,161    3,197,990    7,300,151     3,301,168    (108,368)    3,192,800 
 
Return/(loss) for the       (1,393,843)   56,065,388   54,671,545   (1,312,822)  (7,454,969)  (8,767,791) 
year 
 
Basic and diluted       5        (1.42)     56.99           55.57        (1.37)       (7.81)       (9.18) 
earnings/(loss) per 
share (pence) 
 
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 Financial Statements form an integral part of these Financial 
Statements. 
 
Statement of Financial Position 
 
As at 30 June 2017 
 
                                                                      2017           2016 
 
Assets                                      Notes                        GBP              GBP 
 
Cash and cash equivalents                     7                  7,957,943      1,317,389 
 
Trade and other receivables                   8                     48,468        463,510 
 
Financial assets designated at FVTPL and      9                202,370,814    151,090,246 
derivatives held for trading 
 
Total assets                                                   210,377,225    152,871,145 
 
Liabilities 
 
Trade and other payables                      10                 9,353,420      1,347,074 
 
Total liabilities                                                9,353,420      1,347,074 
 
Equity 
 
Capital and reserves attributable to the 
Company's equity shareholders 
 
Share capital                                 11                   989,998        989,998 
 
Treasury shares reserve                       12                 (972,800)      (720,478) 
 
Distributable reserve                                          105,058,397    109,977,886 
 
Retained earnings                                               95,948,210     41,276,665 
 
Total equity                                                   201,023,805    151,524,071 
 
Total liabilities and equity                                   210,377,225    152,871,145 
 
NAV per share (pence)                         6 
                                                                    204.37         153.79 
 
The Financial Statements were approved by the Board of Directors and authorised 
for issue on 12 September 2017. 
 
Sarah Evans                   Nigel Ward 
Director                      Director 
12 September 2017             12 September 2017 
 
Statement of Changes in Equity 
 
For the year ended 30 June 2017 
 
                        Share  Treasury Distributable            Retained earnings                  Total 
                                 shares 
 
               Notes  capital   reserve       reserve       Capital     Revenue      Total         equity 
 
                            GBP         GBP             GBP             GBP           GBP          GBP              GBP 
 
Opening               989,998 (720,478)   109,977,886    42,151,632   (874,967) 41,276,665    151,524,071 
balance at 1 
July 2016 
 
Purchase of      12         - (252,322)             -             -           -          -      (252,322) 
Ordinary 
shares into 
Treasury 
 
Dividends paid   13         -         -   (4,919,489)             -           -          -    (4,919,489) 
in the year 
 
Return for the              -         -             -    56,065,388 (1,393,843) 54,671,545     54,671,545 
year 
 
Balance at 30 June    989,998 (972,800)   105,058,397    98,217,020 (2,268,810) 95,948,210    201,023,805 
2017 
 
 
 
                        Share    Treasury Distributable             Retained earnings                   Total 
                                   shares 
 
                Notes capital     reserve       reserve        Capital     Revenue       Total         equity 
 
                            GBP           GBP             GBP              GBP           GBP           GBP              GBP 
 
Opening balance       989,998 (9,009,985)   114,181,017     49,606,601     437,855  50,044,456    156,205,486 
at 1 July 2015 
 
Purchase of      12         - (1,113,539)             -              -           -           -    (1,113,539) 
Ordinary shares 
into Treasury 
 
Sale of          12         -   9,989,766             -              -           -           -      9,989,766 
Ordinary shares 
from Treasury 
 
Premium on sale  12         -   (586,720)       586,720              -           -           -              - 
of Ordinary 
shares from 
Treasury 
 
Dividends paid              -           -   (4,789,851)              -           -           -    (4,789,851) 
in the year 
 
Loss for the                -           -             -    (7,454,969) (1,312,822) (8,767,791)    (8,767,791) 
year 
 
Balance at 30 June    989,998   (720,478)   109,977,886    42,151,632    (874,967) 41,276,665     151,524,071 
2016 
 
Statement of Cash Flows 
 
For the year ended 30 June 2017 
 
                                                               2017            2016 
 
                                                 Notes            GBP               GBP 
 
Cash flows from operating activities 
 
Dividend income received from listed investments          3,121,215       1,585,052 
 
Bank interest received                                        2,286          20,140 
 
Other income received                                             -          25,000 
 
Management fees paid                                    (3,232,888)     (2,617,425) 
 
Performance fees paid                                             -       (653,962) 
 
Directors' fees paid                                      (117,500)       (119,125) 
 
Other expenses paid                                       (678,869)       (557,586) 
 
Net cash outflow from operating activities                (905,756)     (2,317,906) 
 
Cash flows from financing activities 
 
Purchase of Ordinary shares into Treasury                 (252,322)     (1,113,539) 
 
Sale of Ordinary shares from Treasury                             -       9,989,766 
 
Dividends paid                                          (4,919,489)     (4,789,851) 
 
Net cash (outflow)/inflow from financing                (5,171,811)       4,086,376 
activities 
 
Cash flows from investing activities 
 
Purchase of equity investments                         (82,415,871)    (85,356,749) 
 
Sale of equity investments                              109,680,734      68,746,091 
 
Purchase of debt instruments                            (3,945,084)               - 
 
Purchase of derivative financial instruments           (10,098,112)    (11,773,346) 
 
Sale of derivative financial instruments                     86,082       8,977,557 
 
Transaction charges on purchase and sale of               (589,628)       (544,681) 
investments 
 
Net cash inflow/(outflow) from investing                 12,718,121    (19,951,128) 
activities 
 
Net increase/(decrease) in cash and cash                  6,640,554    (18,182,658) 
equivalents during the year 
 
Cash and cash equivalents at beginning of year            1,317,389      19,500,047 
 
Cash and cash equivalents at end of year           7      7,957,943       1,317,389 
 
Notes to the Financial Statements 
 
For the year ended 30 June 2017 
 
General information 
 
Crystal Amber Fund Limited (the "Company") was incorporated and registered in 
Guernsey on 22 June 2007 and is governed under the provisions of the Companies 
Law. The registered office address is Heritage Hall, Le Marchant Street, St. 
Peter Port, Guernsey, GYI 4HY. The Company was established to provide 
shareholders with an attractive total return which is expected to comprise 
primarily capital growth with the potential for distributions of up to 5 pence 
per share per annum following consideration of the accumulated retained 
earnings as well as the unrealised gains and losses at that time. The Company 
seeks to achieve this through investment in a concentrated portfolio of 
undervalued companies which are expected to be predominantly, but not 
exclusively, listed or quoted on UK markets and which have a typical market 
capitalisation of between GBP100 million and GBP1,000 million. 
 
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. 
 
All capitalised terms are defined in the Glossary of Capitalised Defined Terms 
unless separately defined. 
 
1.   SIGNIFICANT ACCOUNTING POLICIES 
 
The principal accounting policies applied in the preparation of the Financial 
Statements are set out below. These policies have been consistently applied to 
those balances considered material to the Financial Statements throughout the 
current year, unless otherwise stated. 
 
Basis of preparation 
 
The Financial Statements give a true and fair view, are in accordance with IFRS 
and the SORP "Financial Statements of Investment Trust Companies and Venture 
Capital Trusts" issued by the AIC in November 2014 and updated in January 2017 
to the extent to which it is consistent with IFRS, and comply with the 
Companies Law. The Financial Statements are presented in Sterling, the 
Company's functional and presentational currency. 
 
The Financial Statements have been prepared under the historic cost convention 
with the exception of financial assets designated at fair value through profit 
or loss ("FVTPL") and derivatives held for trading which are measured at fair 
value. 
 
The Company has adopted the Investment Entity Amendments to IFRS 10, IFRS 12 
and IAS 27 which define investment entities together with disclosure 
requirements. 
 
Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27) 
 
The Company meets the definition of an investment entity on the basis of the 
following criteria. 
 
  * The Company obtains funds from multiple investors for the purpose of 
    providing those investors with investment management services; 
  * The Company commits to its investors that its business purpose is to invest 
    funds solely for returns from capital appreciation, investment income, or 
    both; and 
  * The Company measures and evaluates the performance of substantially all of 
    its investments on a fair value basis. 
 
To determine that the Company meets the definition of an investment entity, 
further consideration is given to the characteristics of an investment entity 
that are demonstrated by the Company. 
 
Going concern 
 
The Directors are confident that the Company has adequate resources to continue 
in operational existence for the foreseeable future and do not consider there 
to be any threat to the going concern status of the Company. 
 
Continuation vote 
 
The Directors have specifically considered the implications of the continuation 
vote to be proposed at the 2017 AGM on the application of the going concern 
basis. The continuation vote is scheduled to occur every two years. The 
Directors have no reason to doubt that shareholders will vote for the Company 
to continue as constituted at the AGM, scheduled for November 2017, given the 
positive performance of the Company since the previous continuation vote at the 
2015 AGM. 
 
Use of estimates and judgements 
 
The preparation of the Financial Statements in conformity with IFRS requires 
management to make judgements, estimates and assumptions that affect the 
application of the reported amounts in these Financial Statements. The 
determination that the Company as an investment entity is a critical judgement, 
as discussed above. The estimates and associated assumptions are based on 
historical experience and various other factors that are believed to be 
reasonable under the circumstances. Actual results may differ from these 
estimates. The Black Scholes option valuation technique has been utilised to 
value warrant instruments which uses certain assumptions related to risk-free 
interest rates, expected volatility, expected life and future dividends as 
disclosed below. The loan notes have been valued based on cost plus accrued 
interest which is approximate to fair value. 
 
Segmental reporting 
 
Operating segments are reported in a manner consistent with internal reporting 
provided to the chief operating decision maker. The chief operating decision 
maker, who is responsible for allocating resources and assessing performance of 
the operating segments, has been identified as the Board as a whole. The key 
measure of performance used by the Board to assess the Company's performance 
and to allocate resources is the total return on the Company's NAV, as 
calculated under IFRS, and therefore no reconciliation is required between the 
measure of profit or loss used by the Board and that contained in these 
Financial Statements. 
 
For management purposes, the Company is domiciled in Guernsey and is engaged in 
a single segment of business mainly in one geographical area, being investment 
mainly in UK equity instruments, and therefore the Company has only one single 
operating segment. 
 
Foreign currency translation 
 
Monetary assets and liabilities are translated from currencies other than 
Sterling ('foreign currencies') to Sterling (the 'functional currency') at the 
rate prevailing on the reporting date. Income and expenses are translated from 
foreign currencies to Sterling at the rate prevailing at the date of the 
transaction. Exchange differences are recognised in the profit or loss section 
of the Statement of Profit or Loss and Other Comprehensive Income. 
 
Financial instruments 
 
Financial instruments comprise investments in equity, debt instruments, 
derivatives, trade and other receivables, cash and cash equivalents, and trade 
and other payables. Financial instruments are recognised initially at cost, 
which is deemed to be fair value. Subsequent to initial recognition financial 
instruments are measured as described below. 
 
Financial assets designated at FVTPL and derivatives held for trading 
 
All the Company's investments including debt instruments and derivative 
financial instruments are held at FVTPL. They are initially recognised at cost 
at acquisition, which is deemed to be their fair value. Transaction costs are 
expensed in the profit or loss section of the Statement of Profit or Loss and 
Other Comprehensive Income. Gains and losses arising from changes in fair value 
are presented in the profit or loss section of the Statement of Profit or Loss 
and Other Comprehensive Income in the period in which they arise. 
 
Purchases and sales of investments are recognised using trade date accounting. 
Quoted investments are valued at the bid price on the reporting date or at the 
realisable value if the Company has entered into an irrevocable commitment 
prior to the reporting date to sell the investment. Where investments are 
listed on more than one securities market, the price used is that quoted on the 
most advantageous market, which is deemed to be the market on which the 
security was originally purchased. If the price is not available as at the 
accounting date, the last available price is used. The valuation methodology 
adopted is in accordance with IFRS 13. 
 
Debt instruments 
 
Loan notes are classified as debt instruments and are recognised initially at 
cost incurred in their acquisition, which is deemed to be their fair value. 
Subsequent to initial recognition, loan notes are valued based on cost plus 
accrued interest outstanding at the year end. The Board has concluded that fair 
value is approximate to cost plus accrued interest. 
 
Convertible bonds are classified as debt instruments and are recognised 
initially at cost incurred in their acquisition, which is deemed to be their 
fair value. Subsequent to initial recognition, quoted convertible bonds are 
valued at the bid price on the reporting date. If the price is not available as 
at the accounting date, the last available price is used. 
 
Gains and losses arising from changes in fair value are presented in the profit 
or loss section of the Statement of Profit or Loss and Other Comprehensive 
Income in the period in which they arise. 
 
Derivatives held for trading 
 
When considered appropriate the Company will enter into derivative contracts to 
manage its price risk and provide protection against the volatility of the 
market. 
 
Quoted derivatives are valued at the bid price on the reporting date. Where 
derivatives are listed on more than one securities market, the price used is 
that quoted on the most advantageous market, which is deemed to be the market 
on which the security was originally purchased. If the price is not available 
as at the accounting date, the last available price is used. Gains and losses 
arising from changes in fair value are presented in the profit or loss section 
of the Statement of Profit or Loss and Other Comprehensive Income in the period 
in which they arise. 
 
Warrant instruments which are unlisted are valued at the reporting date using a 
Black Scholes option valuation technique, which uses certain assumptions 
related to risk-free interest rates, expected volatility, expected life and 
future dividends. Gains and losses arising from changes in fair value are 
presented in the profit or loss section of the Statement of Profit or Loss and 
Other Comprehensive Income in the period in which they arise. 
 
De-recognition of financial instruments 
 
The Company de-recognises a financial asset when the contractual rights to the 
cash flows from the asset expire, or it transfers the rights to receive the 
contractual cash flows in a transaction in which substantially all the risks 
and rewards of ownership of the financial asset are transferred. 
 
On de-recognition of a financial asset, the difference between the carrying 
amount of the asset (or the carrying amount allocated to the portion of the 
asset de-recognised), and consideration received (including any new asset 
obtained less any new liability assumed) is recognised in the profit or loss 
section of the Statement of Profit or Loss and Other Comprehensive Income. 
 
The Company de-recognises a financial liability when its contractual 
obligations are discharged, cancelled or expire. Any gain or loss on 
de-recognition is recognised in the profit or loss section of the Statement of 
Profit or Loss and Other Comprehensive Income. 
 
Cash and cash equivalents 
 
The Company considers all highly liquid investments with original maturities of 
less than 90 days when acquired to be cash equivalents. 
 
Share issue expenses 
 
Share issue expenses of the Company directly attributable to the issue and 
listing of its own shares are charged to the distributable reserve. 
 
Share capital 
 
Ordinary shares are classified as equity where there is no obligation to 
transfer cash or other assets. 
 
Dividends 
 
Dividends paid during the year from distributable reserves are disclosed in the 
Statement of Changes in Equity. Dividends declared post year end are disclosed 
in the Notes to the Financial Statements. 
 
Distributable reserves 
 
Distributable reserves represent the amount transferred from the share premium 
account, approved by the Royal Court of Guernsey on 18 July 2008, and amounts 
transferred to distributable reserves in relation to the sale of Treasury 
shares above cost. 
 
Income 
 
Investment income and interest income have been accounted for on an accruals 
basis using the effective interest method. Dividends receivable are recognised 
in the profit or loss section of the Statement of Profit or Loss and Other 
Comprehensive Income when the relevant security is quoted ex-dividend. The 
Company currently incurs withholding tax imposed by non-UK countries on 
dividend income; these dividends are recorded gross of withholding tax in the 
profit or loss section of the Statement of Profit or Loss and Other 
Comprehensive Income. Withholding tax is recorded in 'other expenses' in the 
Statement of Profit or Loss and Other Comprehensive Income. 
 
Expenses 
 
All expenses are accounted for on an accruals basis. In respect of the analysis 
between revenue and capital items presented within the Statement of Profit or 
Loss and Other Comprehensive Income, all expenses have been presented as 
revenue items except as follows: 
 
  * expenses which are incidental to the acquisition and disposal of an 
    investment are charged to capital; and 
 
  * expenses are split and presented partly as capital items where a connection 
    with the maintenance or enhancement of the value of the investments held 
    can be demonstrated. Accordingly the performance fee is charged to capital, 
    reflecting the Directors' expected long-term view of the nature of the 
    investment returns of the Company. 
 
Treasury shares reserve 
 
The Company has adopted the principles outlined in IAS 32 'Financial 
Instruments: Presentation' and has treated the consideration paid including 
directly attributable incremental cost for the repurchase of Company shares 
held in Treasury as a deduction from equity attributable to the Company's 
equity holders until the shares are cancelled, reissued or disposed of. No gain 
or loss is recognised within the statement of Profit or Loss and Other 
Comprehensive Income on the purchase, sale, issue or cancellation of the 
Company's own equity investments. 
 
Any consideration received, net of any directly attributable incremental 
transaction costs upon sale or re-issue of such shares, is included in equity 
attributable to the Company's equity holders. 
 
2.   NEW STANDARDS AND INTERPRETATIONS 
 
In the preparation of these Financial Statements, the Company followed the same 
accounting policies and methods of computation as compared with those applied 
in the previous year. 
 
None of the new standards or amendments to existing standards and 
interpretations, effective from 1 January 2016, had a material impact on the 
Company's Financial Statements. As disclosed in Note 1, the Company has adopted 
the Investment Entity Amendments to IFRS 10, IFRS 12 and IAS 27. 
 
At the date of authorisation of these Financial Statements, the following 
standards and interpretations, which have not been applied in these Financial 
Statements, were issued but not yet effective: 
 
New standards                                          Effective for periods 
                                                       beginning on or after 
 
IFRS 9        Financial Instruments                           1 January 2018 
 
IFRS 15       Revenue from Contracts with Customers           1 January 2018 
 
The Company has not early adopted IFRS 9 and IFRS 15. The impact of these 
standards is not expected to be significant. 
 
IFRS 9 - Financial Instruments: As the majority of the Company's financial 
assets are held at FVTPL, this treatment, and the related measurement methods, 
will not change after implementing IFRS 9. Accordingly, the Company does not 
expect that the implementation of IFRS 9 will have any material impact on its 
Financial Statements. 
 
Amended standards and interpretations                  Effective for periods 
                                                       beginning on or after 
 
IFRS 1        First time Adoption of IFRS -                   1 January 2018 
              Amendments as a result of Annual 
              Improvements: 2014 - 2016 cycle 
 
IFRS 12       Disclosure of Interests in Other                1 January 2017 
              Entities - Amendments as a result of 
              Annual Improvements: 2014 - 2016 
              cycle 
 
IAS 7         Statement of Cash Flows - Amendments            1 January 2017 
              as a result of the Disclosure 
              Initiative - January 2016 
 
IAS 28        Investments in Associates and Joint             1 January 2018 
              Ventures - Amendments as a result of 
              Annual Improvements: 2014 - 2016 
              cycle 
 
IFRIC 22      Foreign Currency Transactions and               1 January 2018 
              Advance Consideration 
 
The Directors anticipate that the adoption of the amended standards and 
interpretations in future periods will not have a material impact on the 
Financial Statements of the Company. 
 
3.   TAXATION 
 
The Company is exempt from taxation in Guernsey under the provisions of the 
Income Tax (Exempt Bodies) (Guernsey) Ordinance, 2008 and is charged an annual 
fee of GBP1,200 (2016: GBP1,200). 
 
4.   TRANSACTION COSTS 
 
The transaction charges incurred in relation to the acquisition and disposal of 
investments during the year were as follows: 
 
                                                                  2017             2016 
 
                                                                     GBP                GBP 
 
Stamp duty                                                     262,933          201,631 
 
Commissions and custodian transaction charges: 
 
In respect of purchases                                        245,825          133,937 
 
In respect of sales                                             88,569          209,113 
 
                                                               597,327          544,681 
 
5.   BASIC AND DILUTED EARNINGS/(LOSS) PER SHARE 
 
Earnings/(loss) per share is based on the following data: 
 
                                                                 2017              2016 
 
Return/(loss) for the year                                GBP54,671,545      (GBP8,767,791) 
 
Weighted average number of issued Ordinary shares          98,380,022        95,504,794 
 
Basic and diluted earnings/(loss) per share (pence)             55.57            (9.18) 
 
6.   NAV PER SHARE 
 
NAV per share is based on the following data: 
 
                                                                 2017              2016 
 
NAV per Statement of Financial Position                  GBP201,023,805      GBP151,524,071 
 
Total number of issued Ordinary shares (excluding          98,364,762        98,524,762 
Treasury shares) at 30 June 
 
NAV per share (pence)                                          204.37            153.79 
 
7.   CASH AND CASH EQUIVALENTS 
 
Cash and cash equivalents comprise cash held by the Company available on 
demand. Cash and cash equivalents were as follows: 
 
                                                                 2017              2016 
 
                                                                    GBP                 GBP 
 
Cash available on demand                                    7,957,943         1,317,389 
 
                                                            7,957,943         1,317,389 
 
8.   TRADE AND OTHER RECEIVABLES 
 
                                                                 2017              2016 
 
                                                                    GBP                 GBP 
 
Current assets: 
 
Trade receivables                                              23,038           438,221 
 
Prepayments                                                    25,430            25,289 
 
                                                               48,468           463,510 
 
There are no past due or impaired receivable balances outstanding at the year 
end (2016: GBPNil). 
 
9.   FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS AND 
DERIVATIVES HELD FOR TRADING 
 
                                                                            2017              2016 
 
                                                                               GBP                 GBP 
 
Equity investments                                                   186,431,885       148,086,522 
 
Debt instruments                                                       9,502,417                 - 
 
Financial assets designated at FVTPL                                 195,934,302       211,706,765 
 
Derivative financial instruments held for                              6,436,512         3,003,724 
trading 
 
                                                                     202,370,814       151,090,246 
 
Equity investments 
 
Cost brought forward                                                 153,875,142       160,110,908 
 
Purchases                                                             82,612,821        81,096,969 
 
Sales                                                              (109,680,734)      (68,688,860) 
 
Net realised gains/(losses)                                           29,991,758      (18,643,875) 
 
Cost carried forward                                                 156,798,987       153,875,142 
 
Unrealised losses brought forward                                    (5,852,434)      (20,171,543) 
 
Movement in unrealised gains/(losses)                                 35,560,845        14,319,109 
 
Unrealised gains/(losses) carried forward                             29,708,411       (5,852,434) 
 
Effect of exchange rate movements                                       (75,513)            63,814 
 
Fair value of equity investments                                     186,431,885       148,086,522 
 
Debt instruments 
 
Cost brought forward                                                           -                 - 
 
Purchases                                                              9,318,984                 - 
 
Cost carried forward                                                   9,318,984                 - 
 
Unrealised gains brought forward                                               -                 - 
 
Movement in unrealised gains                                             290,017                 - 
 
Unrealised gains carried forward                                         290,017                 - 
 
Effect of exchange rate movements                                      (106,584)                 - 
 
Fair value of debt instruments                                         9,502,417                 - 
 
Total financial assets designated at FVTPL                           202,370,814       151,090,246 
 
Derivative financial instruments held for 
trading 
 
Cost brought forward                                                   1,023,001         1,078,000 
 
Purchases                                                             10,098,112        11,773,346 
 
Sales                                                                   (86,082)       (8,844,051) 
 
Net realised losses                                                 (10,675,030)       (2,984,294) 
 
Cost carried forward                                                     360,001         1,023,001 
 
Unrealised gains brought forward                                       1,980,723         2,235,000 
 
Movement in unrealised gains                                           4,095,788         (254,277) 
 
Unrealised gains carried forward                                       6,076,511         1,980,723 
 
Fair value of derivatives held for trading                             6,436,512         3,003,724 
 
Total derivative financial instruments held for                        6,436,512         3,003,724 
trading 
 
 
 
Total financial assets designated at FVTPL and                       202,370,814       151,090,246 
derivatives held for trading 
 
Total realised gains and losses and unrealised gains and losses in the 
Company's equity, debt and derivatives are made up of the following gain and 
loss elements: 
 
                                                                2017               2016 
 
                                                                   GBP                  GBP 
 
Realised gains                                            31,290,256         19,025,712 
 
Realised losses                                         (11,973,528)       (40,653,881) 
 
Net realised gains/(losses) in financial assets           19,316,728       (21,628,169) 
designated at FVTPL and derivatives held for trading 
 
Movement in unrealised gains                              32,274,263        (8,601,122) 
 
Movement in unrealised losses                              7,672,387         22,665,954 
 
Net movement in unrealised gains in financial assets      39,946,650         14,064,832 
designated at FVTPL and derivatives held for trading 
 
On 15 June 2017, the Company purchased $5 million of convertible loan notes 
from GI Dynamics. Interest on these loan notes is accrued at a rate equal to 5 
per cent per annum, compounded annually. At the reporting date, the Company's 
loan notes were classified as debt instruments and measured at FVTPL. 
 
On 30 June 2017, the Company purchased 7 million shares of quoted convertible 
bonds issued by Hurricane for $7 million. The convertible bonds have a coupon 
rate of 7.5 per cent per annum and mature on 24 July 2022. At the reporting 
date, the Company's convertible bond shares were classified as debt instruments 
and measured at FVTPL. 
 
At the reporting date the Company's derivative financial instruments consisted 
of one (2016: two) FTSE 100 Index Put Option position, purchased as protection 
against a significant market sell-off and two warrant instruments in FairFX and 
Hurricane (2016: two) for the purchase of ordinary shares. 
 
At the reporting date, the warrant instruments in FairFX and Hurricane were 
valued using a Black Scholes valuation technique. 
 
The following table details the Company's positions in derivative financial 
instruments: 
 
                                                      Nominal amount              Value 
 
30 June 2017                                                                          GBP 
 
Derivative financial instruments 
 
Puts on UKX P7100 (expiry: July 2017)                          1,000            290,000 
 
FairFX warrant instrument                                  6,000,000          2,001,252 
 
Hurricane warrant instrument                              23,333,333          4,145,260 
 
                                                          29,334,333          6,436,512 
 
 
 
                                                       Nominal amount            Value 
 
30 June 2016                                                                         GBP 
 
Derivative financial instruments 
 
Puts on UKX P5800 (expiry: July 2016)                             700           49,000 
 
Puts on UKX P6000 (expiry: August 2016)                         1,000          665,000 
 
FairFX warrant instrument                                   7,500,000          734,370 
 
Hurricane warrant instrument                               23,333,333        1,555,354 
 
                                                           30,835,033        3,003,724 
 
10.   TRADE AND OTHER PAYABLES 
 
                                                                2017               2016 
 
                                                                   GBP                  GBP 
 
Current liabilities: 
 
Accruals                                                     199,137            126,092 
 
Unsettled trade purchases                                  6,799,531          1,220,982 
 
Performance fee accrual                                    2,354,752                  - 
 
                                                           9,353,420          1,347,074 
 
The carrying amount of trade payables approximates to their fair value. 
 
11.   SHARE CAPITAL AND RESERVES 
 
The authorised share capital of the Company is GBP3,000,000 divided into 300 
million Ordinary shares of GBP0.01 each. 
 
The issued share capital of the Company, including Treasury shares, is 
comprised as follows: 
 
                                           2017                     2016 
 
                                        Number        GBP          Number         GBP 
 
Issued, called up and fully paid    98,999,762  989,998      98,999,762   989,998 
Ordinary shares of GBP0.01 each 
 
Capital risk management 
 
The Company's objectives when managing capital are to safeguard the Company's 
ability to continue as a going concern in order to provide returns to 
shareholders and to maintain an optimal capital structure to reduce the cost of 
capital. 
 
In order to maintain or adjust the capital structure, the Company may adjust 
the amount of dividends paid to shareholders, return capital to shareholders, 
issue new shares or sell assets. 
 
As per the Company's Memorandum and Articles of Incorporation the retained 
earnings are distributable by way of dividend in addition to distributable 
reserve held on the Company's Statement of Financial Position at the year end. 
 
The Company may carry the returns of the Company to distributable reserve or 
use them for any purpose to which the returns of the Company may be properly 
applied and either employed in the business of the Company or be invested, in 
accordance with applicable law. The distributable reserve includes the amount 
transferred from the share premium account which was approved by the Royal 
Court of Guernsey on 18 July 2008. 
 
During the year ended 30 June 2017, the Company paid dividends of GBP4,919,489 
(2016: GBP4,789,851) from distributable reserves, as disclosed in Note 13, and 
transferred the premium of GBPNil (2016: GBP586,720) received on the sale of 
Treasury shares to distributable reserves, as disclosed in Note 12. 
 
Externally imposed capital requirement 
 
There are no capital requirements imposed on the Company. 
 
Rights attaching to shares 
 
The Ordinary shares carry the right to vote at general meetings and the 
entitlement to receive any dividends and surplus assets of the Company on a 
winding up. 
 
12.   TREASURY SHARES RESERVE 
 
                                                   2017                               2016 
 
                                               Number                 GBP           Number             GBP 
 
Opening balance                             (475,000)         (720,478)      (6,163,486)   (9,009,985) 
 
Treasury shares purchased during            (160,000)         (252,322)        (725,000)   (1,113,539) 
the year 
 
Treasury shares sold during the                     -                 -        6,413,486     9,989,766 
year 
 
Premium transferred to                                                                 -     (586,720) 
distributable reserve                             -                 - 
 
Closing balance                             (635,000)         (972,800)        (475,000)     (720,478) 
 
During the year ended 30 June 2017, 160,000 (2016: 725,000) Treasury shares 
were purchased at an average price of 157.70 pence per share (2016: 153.59 
pence per share), representing an average discount to NAV at the time of 
purchase of 4.5 per cent (2016: 3.4 per cent). During the year ended 30 June 
2017, Nil (2016: 6,413,486) Treasury shares were sold, representing a premium 
above cost of GBPNil (2016: GBP586,720). The Company purchased 290,000 of its own 
Ordinary shares during the period between 1 July 2017 and 12 September 2017, 
which were held as Treasury shares. Following these purchases, the total number 
of Ordinary shares held as Treasury shares by the Company was 925,000. 
 
13.   DIVIDS 
 
On 14 July 2016, the Company declared an interim dividend of GBP2,460,369, 
equating to 2.5 pence per Ordinary share, which was paid on 19 August 2016 to 
shareholders on the register on 22 July 2016. 
 
On 14 December 2016, the Company declared an interim dividend of GBP2,459,120, 
equating to 2.5 pence per Ordinary share, which was paid on 19 January 2017 to 
shareholders on the register on 22 December 2016. 
 
Subsequent to the year end, on 11 July 2017, the Company declared an interim 
dividend of GBP2,459,120, equating to 2.5 pence per Ordinary share, which was 
paid on 18 August 2017 to shareholders on the register on 21 July 2017. 
 
14.   FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS 
 
Financial risk management objectives 
 
The Investment Manager, Crystal Amber Asset Management (Guernsey) Limited and 
the Administrator, Heritage International Fund Managers Limited provide advice 
to the Company which allows it to monitor and manage financial risks relating 
to its operations through internal risk reports which analyse exposures by 
degree and magnitude of risks. The Investment Manager and the Administrator 
report to the Board on a quarterly basis. The risks relating to the Company's 
operations include credit risk, liquidity risk, and the market risks of 
interest rate risk, price risk and foreign currency risk. The Board has 
considered the sensitivity of the Company's financial assets and monitors the 
range of reasonably possible changes in the significant observable inputs on a 
regular basis and has deemed no changes are required from prior years. 
 
Credit risk 
 
Credit risk is the risk that the counterparty to a financial instrument will 
default on its contractual obligations that it has with the Company, resulting 
in financial loss to the Company. At 30 June 2017 the major financial assets 
which were exposed to credit risk included financial assets designated at FVTPL 
and derivatives held for trading and cash and cash equivalents. 
 
The carrying amounts of financial assets best represent the maximum credit risk 
exposure at 30 June 2017. The Company's credit risk on liquid funds is 
minimised because the counterparties are banks with high credit ratings 
assigned by an international credit-rating agency. 
 
The table below shows the cash balances at the Statement of Financial Position 
date and the S&P's credit rating for each counterparty at that date. 
 
                                   Location   Rating        Cash          Cash 
                                                         Balance       Balance 
 
                                                            2017          2016 
 
                                                               GBP             GBP 
 
ABN AMRO (Guernsey) Limited        Guernsey   A        7,895,397       867,364 
 
Barclays Bank plc - Isle of Man    Isle of    A-          62,546       450,025 
Branch                             Man 
 
                                                       7,957,943     1,317,389 
 
The credit ratings disclosed above are the credit ratings of the parent 
entities of each of the counterparties namely ABN AMRO Bank N.V. and Barclays 
Bank plc. 
 
The Company's credit risk on financial assets designated at FVTPL and 
derivatives held for trading is considered minimal as these assets consist 
mainly of quoted equities. The Company is also exposed to credit risk on the 
financial assets with its brokers for unsettled transactions. This risk is 
considered minimal due to the short settlement period involved and the high 
credit quality of the brokers used. There are no available credit ratings for 
the debt instruments held by the Company. At 30 June 2017 GBP199,983,312 (2016: GBP 
148,953,886) of the financial assets of the Company were held by the Custodian, 
ABN AMRO (Guernsey) Limited. 
 
Bankruptcy or insolvency of the Custodian may cause the Company's rights with 
respect to financial assets held by the Custodian to be delayed or limited. The 
Company monitors its risk by monitoring the credit quality and financial 
position of the Custodian. The parent of the Custodian has an S&P credit rating 
of A (2016: A). The remaining balance of GBP10,393,913 (2016: GBP3,917,259) 
includes GBP6,146,512 (2016: GBP2,289,724) warrant instruments, GBP3,846,387 (2016: GBP 
Nil) loan notes held directly with GI Dynamics Inc, GBP290,000 (2016: GBP714,000) 
put derivative options held with the option broker, GBP62,546 (2016: GBP450,025) 
cash held with Barclays Bank plc and the remaining GBP48,468 (2016: GBP463,510) 
held as trade receivables. 
 
Liquidity risk 
 
Liquidity risk is the risk that the Company will be unable to meet its 
obligations arising from financial liabilities. Ultimate responsibility for 
liquidity risk management rests with the Board of Directors, which has built an 
appropriate framework for the management of the Company's liquidity 
requirements. 
 
The Company adopts a prudent approach to liquidity risk management and 
maintains sufficient cash reserves to meet its obligations. All the Company's 
Level 1 investments are listed and are subject to a settlement period of three 
days. 
 
The following tables detail the Company's expected maturity for its financial 
assets and liabilities: 
 
2017                            Weighted    Less than 1   1-5 years                  5+ years         Total 
                                 average           year 
                                interest 
                                    rate 
 
Assets                                                GBP           GBP                         GBP             GBP 
 
Non-interest bearing                        192,979,411         -                               192,979,411 
                                                                                          - 
 
Variable interest rate             0.01%      7,895,397         -                                 7,895,397 
instruments                                                                               - 
 
Fixed interest rate                5.00%            -     3,846,387                       -       3,846,387 
instruments 
 
Fixed interest rate                7.50%      5,656,030           -                        -      5,656,030 
instruments 
 
Liabilities 
 
Non-interest bearing                        (9,353,420)         -                         -     (9,353,420) 
 
                                            197,177,418   3,846,387                       -     201,023,805 
 
 
 
2016                            Weighted    Less than 1  1-5 years      5+         Total 
                                 average           year              years 
                                interest 
                                    rate 
 
Assets                                                GBP          GBP       GBP             GBP 
 
Non-interest bearing                        151,553,756          -       -   151,553,756 
 
Variable interest rate             0.23%      1,317,389          -       -     1,317,389 
instruments 
 
Liabilities 
 
Non-interest bearing                        (1,347,074)          -       -   (1,347,074) 
 
                                            151,524,071          -       -   151,524,071 
 
Market risk 
 
The Company is exposed through its operations to market risk which encompasses 
interest rate risk, price risk and foreign exchange risk. 
 
Interest rate risk 
 
Interest rate risk is the risk that the value of financial instruments will 
fluctuate due to changes in market interest rates. The Company is exposed to 
interest rate risk as it has current account balances with variable interest 
rates. The Company's exposure to interest rates is detailed in the liquidity 
risk section of this note. Interest rate repricing dates are consistent with 
the maturities stated in the liquidity risk section of this note. 
 
The Investment Manager monitors market interest rates and will place interest 
bearing assets at best available rates but also taking into consideration the 
counterparty's credit rating and financial position. 
 
Interest rate sensitivity analysis 
 
The sensitivity analysis below has been based on the exposure to interest rates 
for financial assets held at the Statement of Financial Position date. An 
increase/decrease of 0.01 percentage points (2016: 0.15 percentage points) 
represents management's assessment of the effect of a possible change in 
interest rates due to the weighted average interest rate for variable interest 
rate instruments decreasing from 0.23 per cent to 0.01 per cent for the year 
ended 30 June 2017. If interest rates had been 0.01 percentage points (2016: 
0.15 percentage points) higher/lower and all other variables were held 
constant: 
 
  * the Company's return for the year ended 30 June 2017 would have increased 
    by GBP659 (2016: GBP6,238); 
  * the Company's return for the year ended 30 June 2017 would have decreased 
    by GBPNil (2016: GBP6,238); 
  * there would have been no impact on equity reserves other than retained 
    earnings. 
 
Price risk 
 
Price risk is the risk that the fair value of investments will fluctuate as a 
result of changes in market prices. This risk is managed through 
diversification of the investment portfolio across business sectors. Generally 
the Company will seek not to invest more than 20 per cent of the Company's 
gross assets in any single investment at the time of investment. However, there 
is no guarantee that this will be the case after any investment is made, 
particularly where it is believed that an investment is exceptionally 
attractive. 
 
During the year to 30 June 2017 the Company entered into various index put 
derivative option contracts to protect the Company's value against a 
significant fall in the market. At 30 June 2017, GBP290,000 (2016: GBP714,000) of 
these contracts were outstanding. 
 
The following tables detail the Company's positions in derivative financial 
instruments: 
 
2017 Derivative financial instruments                   Nominal Amount            Value 
 
Options                                                                               GBP 
 
Puts on UKX P7100 (Expiry: July 2017)                            1,000          290,000 
 
                                                                 1,000          290,000 
 
                                                       No. of warrants            Value 
 
Warrant instruments                                                                   GBP 
 
FairFX plc (Expiry: May 2019)                                6,000,000        2,001,252 
 
Hurricane Energy plc (Expiry: March 2019)                   23,333,333        4,145,260 
 
                                                            29,333,333        6,146,512 
 
 
 
2016 Derivative financial instruments                   Nominal Amount            Value 
 
Options                                                                               GBP 
 
Puts on UKX P5800 (expiry: July 2016)                              700           49,000 
 
Puts on UKX P6000 (expiry: August 2016)                          1,000          665,000 
 
                                                                 1,700          714,000 
 
                                                       No. of warrants            Value 
 
Warrant instruments                                                                   GBP 
 
FairFX plc (Expiry: May 2019)                                7,500,000          734,370 
 
Hurricane Energy plc (Expiry: March 2019)                   23,333,333        1,555,354 
 
                                                            30,833,333        2,289,724 
 
As at 30 June 2017, the following tables detail the Company's equity 
investments. 
 
2017                         Sector                          Value      Percentage of Company's 
Equity Investments                                               GBP                 Gross Assets 
 
Hurricane Energy plc         Oil and Gas                48,750,000 
                                                                                             23 
 
Northgate plc                Transportation Services    28,999,626 
                                                                                             14 
 
STV Group plc                Media                      25,279,105 
                                                                                             12 
 
FairFX Group plc             Financial Services         15,762,816 
                                                                                              7 
 
Leaf Clean Energy Company    Financial Services         12,717,526 
                                                                                              6 
 
NCC Group plc                Technology                 11,426,577 
                                                                                              5 
 
Ocado Group plc              Retail                      9,402,233 
                                                                                              4 
 
GI Dynamics Inc              Medical Technology          9,250,854 
                                                                                              4 
 
Sutton Harbour Holdings plc  Transportation Services     7,327,886 
                                                                                              3 
 
Other                        Various                    17,515,262 
                                                                                              8 
 
Total                                                  186,431,885                           86 
 
 
 
2016                         Sector                          Value         Percentage of 
Equity Investments                                               GBP             Company's 
                                                                            Gross Assets 
 
Grainger plc                 Property                   30,061,400                    20 
 
Hurricane Energy plc         Oil and Gas                25,967,783                    17 
 
Pinewood Group plc           Media                      16,881,800                    11 
 
Northgate plc                Transportation Services    13,000,000                     9 
 
Leaf Clean Energy Company    Renewable Energy           11,657,732                     8 
 
STV Group plc                Media                       9,342,455                     6 
 
FairFX Group plc             Financial Services          7,701,900                     5 
 
Sutton Harbour Holdings plc  Transportation Services     7,609,728                     5 
 
Restaurant Group plc         Food and Beverage           6,218,801                     4 
 
Hansard Global plc           Financial Services          4,688,716                     3 
 
NBNK Investments plc         Financial Services          4,600,631                     3 
 
Coats Group plc              Textiles                    3,977,180                     3 
 
Other                        Various                     6,378,396                     4 
 
Total                                                  148,086,522                    98 
 
The following tables detail the investments in which the Company holds a 
greater than 20 per cent holding in the underlying entities. These have been 
recognised at fair value as the Company is regarded as an investment entity as 
referred to in Note 1. 
 
2017                         Place of Business  Place of            Percentage Ownership 
Equity Investments                              Incorporation                   Interest 
 
GI Dynamics Inc              United States      United States                       46.1 
 
Leaf Clean Energy Company    United States      Cayman Islands                      29.9 
 
Sutton Harbour Holdings plc  United Kingdom     United Kingdom                      29.3 
 
FairFX Group plc             United Kingdom     United Kingdom                      25.7 
 
Johnston Press plc           United Kingdom     United Kingdom                      21.4 
 
 
 
2016                         Place of Business  Place of            Percentage Ownership 
Equity Investments                              Incorporation                   Interest 
 
Leaf Clean Energy Company    United States      Cayman Islands                      29.9 
 
Sutton Harbour Holdings plc  United Kingdom     United Kingdom                      29.3 
 
FairFX Group plc             United Kingdom     United Kingdom                      24.9 
 
NBNK Investments plc         United Kingdom     United Kingdom                      28.5 
 
At the year end and assuming all other variables are held constant: 
 
  * If market prices of listed equity, debt and derivative financial 
    instruments had been 25 per cent higher (2016: 25 per cent higher), the 
    Company's return and net assets for the year ended 30 June 2017 would have 
    increased by GBP47,731,979 (2016: GBP36,309,140); 
  * If market prices of listed equity, debt and derivative financial 
    instruments had been 25 per cent lower (2016: 25 per cent lower), the 
    Company's return and net assets for the year ended 30 June 2017 would have 
    decreased by GBP32,161,979 (2016: GBP19,519,031), reflecting the effect of the 
    derivative financial instruments held at the reporting date. 
  * There would have been no impact on the other equity reserves. 
 
Foreign exchange risk 
 
Foreign exchange risk is the risk that the value of financial instruments will 
fluctuate due to changes in foreign exchange rates and arises when the Company 
invests in financial instruments and enters into transactions that are 
denominated in currencies other than its functional currency. During the year 
the Company was exposed to foreign exchange risk arising from equity and debt 
investments held in Australian Dollars, Euro and US Dollars (2016: Australian 
Dollars and New Zealand Dollars). 
 
The table below illustrates the Company's exposure to foreign exchange risk at 
30 June 2017: 
 
                                                                      2017         2016 
 
                                                                         GBP            GBP 
 
Financial assets designated at FVTPL: 
 
Listed equity investments denominated in Australian              9,250,855      804,878 
Dollars 
 
Listed equity investments denominated in Euro                      189,383            - 
 
Listed equity investments denominated in US Dollars              3,039,519            - 
 
Debt instruments denominated in US Dollars                       9,502,417            - 
 
Total assets                                                    21,982,174      804,878 
 
If the Australian Dollar weakened/strengthened by 10 per cent (2016: 10 per 
cent) against Sterling with all other variables held constant, the fair value 
of equity investments would increase/decrease by GBP925,086 (2016: GBP80,488). 
 
If the Euro weakened/strengthened by 10 per cent (2016: 10 per cent) against 
Sterling with all other variables held constant, the fair value of equity 
investments would increase/decrease by GBP18,938 (2016: GBPNil). 
 
If the US Dollar weakened/strengthened by 10 per cent (2016: 10 per cent) 
against Sterling with all other variables held constant, the fair value of 
equity investments would increase/decrease by GBP303,952 (2016: GBPNil) and the 
fair value of debt instruments would increase/decrease by GBP950,242 (2016: GBP 
Nil). 
 
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 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 to sell an asset or 
transfer a liability 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 30 June 2017 and 30 June 2016: 
 
                                          Level 1     Level 2    Level 3          Total 
 
2017                                            GBP           GBP          GBP              GBP 
 
Financial assets designated at 
FVTPL and derivatives held for 
trading: 
 
Equities - listed equity              186,431,885         -          -      186,431,885 
investments 
 
Debt - listed debt instruments                  -   5,656,030        -        5,656,030 
 
 
Debt - loan notes                             -           -    3,846,387      3,846,387 
 
Derivatives - listed derivative           290,000         -          -          290,000 
instruments 
 
Derivatives - warrant instruments             -     6,146,512        -        6,146,512 
 
                                      186,721,885  11,802,542  3,846,387    202,370,814 
 
 
 
                                          Level 1     Level 2    Level 3          Total 
 
2016                                            GBP           GBP          GBP              GBP 
 
Financial assets designated at 
FVTPL and derivatives held for 
trading: 
 
Equities - listed equity              143,406,419           -  4,680,103    148,086,522 
investments 
 
Derivatives - listed derivative           714,000           -          -        714,000 
instruments 
 
Derivatives - warrant instruments               -   2,289,724          -      2,289,724 
 
                                      144,120,419   2,289,724  4,680,103    151,090,246 
 
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 derivative investments were valued using a Black Scholes valuation 
technique. The listed debt instruments were valued with reference to the last 
available bid price of the convertible bond on the reporting date, which are 
considered to be Level 2 investments due to the level of trading activity of 
the bond. 
 
The Level 3 equity investments were valued by reference to the last available 
price of the shares in each investee company on the reporting date. The loan 
notes were classified as Level 3 debt instruments as there was no observable 
market data. The Board has concluded that fair value is approximate to cost 
plus accumulated interest. 
 
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: 
 
                                                                  2017                 2016 
 
                                                                     GBP                    GBP 
 
Opening balance at 1 July                                    4,680,103 
                                                                                        - 
 
San Leon Energy plc - Transfer to Level 3 on 21 January            -               79,471 
2016 
 
NBNK Investments plc - Transfer to Level 3 on 20 June              -              4,600,632 
2016 
 
Purchases                                                    3,945,084                    - 
 
Movement in unrealised gain                                    912,103                    - 
 
Sales                                                      (5,607,825)                    - 
 
Net realised gain                                               23,506                    - 
 
Effect of exchange rate movements                            (106,584)                    - 
 
Closing balance at 30 June                                   3,846,387            4,680,103 
 
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 investment in San Leon Energy plc was transferred from Level 1 to Level 3 
on 21 January 2016, when its shares were suspended from trading on the LSE. As 
no quoted price was available at 30 June 2016, the valuation was determined 
using unobservable inputs. During the year ended 30 June 2017, the Company sold 
its entire holding in San Leon Energy plc, realising a loss of GBP549,193. 
 
The investment in NBNK Investments plc was transferred from Level 1 to Level 3 
on 20 June 2016, when its shares were de-listed from trading on the LSE. As no 
quoted price was available at 30 June 2016, the valuation was determined using 
unobservable inputs. During the year ended 30 June 2017, the Company received 
two distributions totalling GBP5.5 million with respect to its entire holding in 
NBNK, realising a gain of GBP572,699. 
 
At the year end and assuming all other variables are held constant: 
 
  * If unobservable inputs in Level 3 investments had been 5 per cent higher/ 
    lower (2016: 5 per cent higher/lower), the Company's return and net assets 
    for the year ended 30 June 2017 would have increased/decreased by GBP192,319 
    (2016: GBP234,005); and 
  * There would have been no impact on the other equity reserves. 
 
15.   RELATED PARTIES 
 
Richard Bernstein is a director and a member of the Investment Manager, a 
member of the Investment Adviser and a holder of 10,000 (2016: 10,000) Ordinary 
shares in the Company, representing 0.01 per cent (2016: 0.01 per cent) of the 
voting share capital of the Company at the year end. 
 
During the year the Company incurred management fees of GBP3,232,888 (2016: GBP 
2,617,425) none of which were outstanding at the year end. The Company also 
accrued performance fees of GBP2,354,752 (2016: GBPNil) all of which were 
outstanding and are included in trade and other payables as at 30 June 2017 
(2016: GBPNil). A further GBP983,000 performance fee is payable in respect of the 
year ended 30 June 2017 and has been accrued and recognised in the August 2017 
NAV. 
 
As at 30 June 2017 the Investment Manager held 4,015,606 Ordinary shares (2016: 
4,015,606) of the Company, representing 4.08 per cent (2016: 4.08 per cent) of 
the voting share capital. Subsequent to the year end, the Investment Manager 
held 3,976,509 Ordinary shares of the Company, following a transfer of 39,097 
Ordinary shares of the Company to an employee of the Investment Adviser on 10 
July 2017. 
 
16.   DIRECTORS' INTERESTS AND REMUNERATION 
 
The interests of the Directors in the share capital of the Company at the year 
end and as at the date of this report are as follows: 
 
                              2017                           2016 
 
                         Number of       Total          Number of       Total 
                   Ordinary shares      Voting    Ordinary shares      Voting 
                                        Rights                         Rights 
 
William Collins             25,000       0.03%             25,000       0.03% 
 
Sarah Evans                 25,000       0.03%             25,000       0.03% 
 
Total                       50,000       0.06%             50,000       0.06% 
 
During the year the Directors earned the following remuneration in the form of 
Directors' fees from the Company: 
 
                                                               2017                2016 
 
                                                                  GBP                   GBP 
 
William Collins(1)                                           35,000              35,000 
 
Sarah Evans(2)                                               30,000              30,000 
 
Nigel Ward                                                   27,500              29,750 
 
Christopher Waldron                                          25,000              25,000 
 
Jane Le Maitre(3)                                             3,630                   - 
 
Total                                                       121,130             119,750 
 
(1) Chairman of the Company 
 
(2) Senior Independent Director of the Company and Chairman of the Audit 
Committee 
 
(3) Appointed as Director of the Company on 8 May 2017 
 
At 30 June 2017, directors' fees of GBP33,005 (2016: GBP29,375) were accrued within 
trade and other payables. 
 
During the year ended 30 June 2016, Nigel Ward received a one-off fee of GBP3,500 
for services undertaken in respect of assisting the Investment Manager during 
2015 to establish the Risk Committee with the appropriate terms of reference. 
With effect from 1 January 2016, Nigel Ward received an increase in 
remuneration of GBP2,500 to reflect additional services provided to the Company 
in respect of managing risk. 
 
17.   MATERIAL AGREEMENTS 
 
The Company has entered into the following material agreements: 
 
Crystal Amber Asset Management (Guernsey) Limited 
 
With effect from 27 January 2015, under the addendum to the management 
agreement, the Investment Manager receives a management fee of 2 per cent 
applied to the Market Capitalisation of the Company at 30 June 2013 (GBP73.5 
million) (the "Base Amount"). To the extent that an amount equal to the lower 
of the Company's NAV and market capitalisation, at the relevant time of 
calculation, exceeds the Base Amount (the "Excess Amount"), the applicable fee 
rate on the Excess Amount will be 1.5 per cent. 
 
In addition, the Investment Manager is entitled to a performance fee in certain 
circumstances. This fee is calculated by reference to the increase in NAV per 
Ordinary share over the course of each performance period. 
 
Payment of the performance fee is subject to: 
 
 1. the achievement of a performance hurdle condition: the NAV per Ordinary 
    share at the end of the relevant performance period (adding back for this 
    purpose the aggregate amount of any dividends per share paid to 
    shareholders since payment of the last performance fee) must exceed an 
    amount equal to the placing price, increased at a rate of; (i) 7 per cent 
    per annum on an annual compounding basis in respect of that part of the 
    performance period which falls from (and including) the date of Admission 
    up to (but not including) the date of the 2013 Admission; (ii) 8 per cent 
    per annum on an annual compounding basis in respect of that part of the 
    performance period which falls from (and including) the date of the 2013 
    Admission up to (but not including) the date of the 2015 Admission; and 
    (iii) 10 per cent per annum on an annual compounding basis in respect of 
    that part of the performance period which falls from (and including) the 
    date of the 2015 Admission up to the end of the relevant performance period 
    ("the Basic Performance Hurdle"); and 
 
 1. the achievement of a "high watermark": the NAV per Ordinary share at the 
    end of the relevant performance period must be higher than the highest 
    previously reported NAV per Ordinary share at the end of a performance 
    period in relation to which a performance fee, if any, was last earned. 
 
If the Basic Performance Hurdle is met, and the high watermark exceeded, the 
performance fee is an amount equal to 20 per cent of the excess of the NAV per 
Ordinary share at the end of the relevant performance period over the higher 
of: 
 
 1. the Basic Performance Hurdle; 
 
 1. the NAV per Ordinary share at the start of the relevant performance period; 
    and 
 
 1. the high water mark. 
 
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 year ended 30 June 2017 
 
At 30 June 2017, the Basic Performance Hurdle was 194.79 pence (2016: 176.62 
pence) and the NAV per share before any accrual for any performance fee payable 
in respect of the year then ended was 206.76 pence (2016: 153.79 pence). 
Accordingly, a performance fee was payable equating to 20 per cent of the 
excess NAV per share and is adjusted for dividends declared since payment of 
the last performance fee, over the respective Basic Performance Hurdle 
multiplied by the weighted average number of shares. The performance fee for 
the year ended 30 June 2017 amounted, in aggregate, to GBP3,338,552 of which GBP 
2,354,752 was accrued at 30 June 2017 (2016: GBPNil). The remaining GBP983,800 has 
been accrued and recognised in the August 2017 NAV. 
 
Heritage International Fund Managers Limited 
 
The Administrator provides administration and company secretarial services to 
the Company. For these services, the Administrator is paid an annual fee of 
0.12 per cent (2016: 0.12 per cent) of that part of the NAV of the Company up 
to GBP150 million and 0.1 per cent (2016: 0.1 per cent) of that part of the NAV 
over GBP150 million (subject to a minimum of GBP75,000 per annum). 
 
ABN AMRO (Guernsey) Limited 
 
Under the custodian agreement, the Custodian receives a fee, calculated and 
payable quarterly in arrears at the annual rate of 0.05 per cent (2016: 0.05 
per cent) of the NAV per annum, subject to a minimum fee of GBP25,000 per annum. 
Transaction charges of GBP100 per trade for the first 200 trades processed in a 
calendar year and GBP75 per trade thereafter are also payable. 
 
18.   ULTIMATE CONTROLLING PARTY 
 
In the opinion of the Directors, on the basis of the shareholdings advised to 
them, the Company has no ultimate controlling party. 
 
19.   POST BALANCE SHEET EVENTS 
 
On 10 July 2017, the Investment Manager transferred 39,097 Ordinary shares of 
the Company to an employee of the Investment Adviser. Following the transfer, 
the Investment Manager held 3,976,509 Ordinary shares of the Company. 
 
On 11 July 2017, the Company declared an interim dividend of GBP2,459,120, 
equating to 2.5 pence per Ordinary share, which was paid on 18 August 2017 to 
shareholders on the register on 21 July 2017. 
 
The Company purchased 290,000 of its own Ordinary shares during the period 
between 1 July 2017 and 12 September 2017, which were held as Treasury shares. 
Following these purchases, the total number of Ordinary shares held as Treasury 
shares by the Company is 925,000. 
 
On 4 August 2017, the Company reported that its unaudited NAV at 31 July 2017 
was 196.71 pence per share. 
 
On 8 September 2017, the Company reported that its unaudited NAV at 31 August 
2017 was 191.79 pence per share. 
 
Glossary of Capitalised Defined Terms 
 
"Admission" means admission, on 17 June 2008, to the Official List and/or 
admission to trading on the Alternative Investment Market of the London Stock 
Exchange, as the context may require, of the Ordinary shares; 
 
"AEOI Rules" means the Automatic Exchange of Information Rules; 
 
"AGM" or "Annual General Meeting" means the annual general meeting of the 
Company; 
 
"AIF" means Alternative Investment Funds; 
 
"AIFM" means AIF Manager; 
 
"AIFM Directive" means the EU Alternative Investment Fund Managers Directive 
(no. 2011/61/EU); 
 
"AIC" means the Association of Investment Companies; 
 
"AIC Code" means the AIC Code of Corporate Governance; 
 
"AIC Guide" means the AIC's Corporate Governance Guide for Investment 
Companies, dated July 2016; 
 
"AIM" means the Alternative Investment Market of the London Stock Exchange; 
 
"Annual Report" means the annual publication of the Company to the shareholders 
to describe their operations and financial conditions, together with the 
Company's financial statements; 
 
"Articles of Incorporation" or "Articles" means the articles of incorporation 
of the Company; 
 
"Audited Financial Statements" or "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; 
 
"Australian Stock Exchange" means the Australian Stock Exchange Ltd; 
 
"Bank of England" means the Bank of England, the central bank of the UK; 
 
"Black Scholes" means the Black Scholes model, a mathematical model of a 
financial market containing derivative instruments; 
 
"Board" or "Directors" or "Board of Directors" means the directors of the 
Company; 
 
 "Brexit" means the departure of the UK from the European Union; 
 
"Committee" means the Audit Committee of the Company; 
 
"Company" or "Fund" means Crystal Amber Fund Limited; 
 
"Companies Law" means the Companies (Guernsey) Law, 2008, (as amended); 
 
"CRS" means Common Reporting Standard; 
 
"EBITDA" means earnings before interest, taxes, depreciation and amortisation; 
 
"EGM" or "Extraordinary General Meeting" means an extraordinary general meeting 
of the Company; 
 
"FATCA" means Foreign Account Tax Compliance Act; 
 
"FCA" means the Financial Conduct Authority; 
 
"FRC" means the Financial Reporting Council; 
 
"FRC Code" means the UK Corporate Governance Code published by the FRC; 
 
"FTSE" means the Financial Times Stock Exchange; 
 
"FVTPL" means Fair Value Through Profit or Loss; 
 
"GFSC" means the Guernsey Financial Services Commission; 
 
"GFSC Code" means the GFSC Finance Sector Code of Corporate Governance; 
 
"Gross Asset Value" means the value of the assets of the Company, before 
deducting its liabilities, and is expressed in Pounds Sterling; 
 
"IAS" means international accounting standards as issued by the Board of the 
International Accounting Standards Committee; 
 
"IASB" means the International Accounting Standards Board; 
 
"IFRIC" means the IFRS Interpretations Committee, formerly the International 
Financial Reporting Interpretations Committee, which issues IFRIC 
interpretations following approval by the IASB; 
 
"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; 
 
"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 Management Agreement" means the agreement between the Company and 
the Investment Manager, dated 16 June 2008, as amended on 21 August 2013 and 
further amended on 27 January 2015; 
 
"Kay Review" means the Kay Review of UK equity markets and long-term decision 
making as published by the UK Government's Department for Business, Innovation 
and Skills; 
 
"KPMG" means KPMG Channel Islands Limited; 
 
"LSE" or "London Stock Exchange" means the London Stock Exchange plc; 
 
"Market Capitalisation" means the total number of Ordinary shares of the 
Company multiplied by the closing share price; 
 
"MW" means megawatt; 
 
"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; 
 
"NMPI" means Non-Mainstream Pooled Investments; 
 
"Official List" is the list maintained by the Financial Conduct Authority 
(acting in its capacity as the UK Listing Authority) in accordance with Section 
74(1) of the Financial Services and Markets Act 2000; 
 
"Ordinary share" means an allotted, called up and fully paid Ordinary share of 
the Company of GBP0.01 each; 
 
"Risk Committee" means the Risk Committee of the Investment Manager; 
 
"S&P" means Standard & Poor's Credit Market Services Europe Limited, a credit 
rating agency registered in accordance with Regulation (EC) No 1060/2009 with 
effect from 31 October 2011; 
 
"SME" means small and medium sized enterprises; 
 
"SORP" means Statement of Recommended Practice; 
 
"Stewardship Code" means the Stewardship Code of the Company adopted from 14 
June 2016, as published on the Company's website www.crystalamber.com; 
 
"TISE" means The International Stock Exchange, formerly the Channel Islands 
Securities Exchange; 
 
"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;"UK Stewardship Code" means the UK Stewardship Code published by the FRC in 
July 2010 and revised in September 2012; 
 
"US" means the means the United States of America, its territories and 
possessions, any state of the United States and the District of Columbia; 
 
"US Federal Reserve" means the Federal Reserve System, the central banking 
system of the US; and 
 
"GBP" or "Pounds Sterling" or "Sterling" means British pound sterling and "pence" 
means British pence. 
 
Directors and General Information 
 
Directors                                   Registered Office 
William Collins (Chairman)                  Heritage Hall 
Sarah Evans (Senior Independent Director)   Le Marchant Street 
Nigel Ward                                  St. Peter Port 
Christopher Waldron                         Guernsey GY1 4HY 
Jane Le Maitre (Appointed 8 May 2017) 
                                            Investment Manager 
Investment Adviser                          Crystal Amber Asset Management (Guernsey) 
Crystal Amber Advisers (UK) LLP             Limited 
17c Curzon Street                           Heritage Hall 
London W1J 5HU                              Le Marchant Street 
                                            St. Peter Port 
Administrator and Secretary                 Guernsey GY1 4HY 
Heritage International Fund Managers 
Limited                                     Nominated Adviser 
Heritage Hall                               Allenby Capital Limited 
Le Marchant Street                          5 St. Helen's Place 
St. Peter Port                              London EC3A 6AB 
Guernsey GY1 4HY 
                                            Legal Advisers to the Company 
Broker                                      As to English Law 
Pre 09/09/2016:                             Norton Rose Fulbright LLP 
Numis Securities Limited                    3 More London Riverside 
The London Stock Exchange Building          London SE1 2AQ 
10 Paternoster Square 
London EC4M 7LT                             As to Guernsey Law 
                                            Carey Olsen 
Post 09/09/2016:                            PO Box 98 
Winterflood Investment Trusts               Carey House 
The Atrium Building                         Les Banques 
Cannon Bridge House                         St. Peter Port 
25 Dowgate Hill                             Guernsey GY1 4BZ 
London EC4R 2GA 
                                            Custodian 
Independent Auditor                         ABN AMRO (Guernsey) Limited 
KPMG Channel Islands Limited                PO Box 253 
Glategny Court                              Martello Court 
Glategny Esplanade                          Admiral Park 
St. Peter Port                              St. Peter Port 
Guernsey GY1 1WR                            Guernsey GY1 3QJ 
 
Identifiers                                 Registrar 
ISIN: GG00B1Z2SL48                          Capita Registrars (Guernsey) Limited 
Sedol: B1Z2SL4                              Longue Hougue House 
Ticker: CRS                                 St Sampson 
Website: www.crystalamber.com               Guernsey GY2 4JN 
 
 
 
END 
 

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