Crystal Amber Fund Limited Further re Holdings in Company
January 17 2013 - 8:30AM
UK Regulatory
TIDMCRS
17 January 2013
CRYSTAL AMBER FUND LIMITED
("Crystal Amber Fund" or the "Fund")
Further re. Holding in Company
On 14 January 2013, the Company was advised by Invesco Limited ("Invesco") that
its shareholding in the Fund had increased to 30.00 per cent. of the Ordinary
Shares in issue (excluding shares held as treasury shares) as a result of the
recent share buybacks by the Company totalling 1,000,000 Ordinary Shares.
Under Rule 9 of the City Code ("Rule 9"), when a person acquires, whether by a
series of transactions over a period of time or not, an interest (as defined in
the City Code) in shares which (taken together with shares in which persons
acting in concert with them are interested) carry 30 per cent. or more of the
voting rights of a company to which the City Code applies, such person is
normally required by the Panel to make a general offer to the holders of any
class of equity share capital of that company (whether voting or non-voting)
and also to the holders of any class of transferable securities carrying voting
rights issued by that company to acquire their shares or other securities.
Rule 9 also provides that any person, together with persons acting in concert
with them, who is interested in shares which in aggregate carry not less than
30 per cent. but do not hold more than 50 per cent. of the voting rights of a
company to which the City Code applies will be unable, without the Panel's
consent, to acquire, either individually or together, any interest in any other
shares which increases the percentage of shares carrying voting rights in which
they are interested without being required to make a general offer to the
holders of any class of equity square capital of that company (whether voting
or non-voting) and also to the holders of any class of transferable securities
carrying voting rights issued by that company to acquire their shares or other
securities.
Under Rule 37.1 of the City Code, when a company purchases its own voting
shares, any resulting increase in the percentage of shares carrying voting
rights in which a person or group of persons acting in concert (a "Concert
Party") is interested will be treated as an acquisition for the purpose of Rule
9. A person not acting, or presumed to be acting, in concert with any one or
more of the directors will not normally incur an obligation to make a mandatory
offer under Rule 9 if, as a result of the purchase of its own shares by a
company, they come to exceed the percentage limits set out in Rule 9, but the
Panel should be consulted in all such cases. However, this exception will not
normally apply when a person (or any relevant members of a group of persons
acting in concert) not acting, or presumed to be acting, in concert with any
one or more of the directors has acquired an interest in shares at a time when
they had reason to believe that such a purchase of its own shares by the
company would take place.
As at 13 December 2012 (being the date prior to the first share buyback of
Ordinary Shares by the Fund) Invesco owned 17,700,000 Ordinary Shares,
representing approximately 29.5 per cent. of the Ordinary Shares in issue.
As a result of the on-market share buyback programme that the Company commenced
on 14 December 2012, Invesco now holds an interest representing 30.00 per cent.
of the Ordinary Shares in issue (excluding shares held as treasury shares) of
the Fund. Following discussions between the Company and the Panel, the Panel
agreed, prior to the commencement of the share buyback programme, that, under
Rule 37.1 of the Code and in particular note 1 of that Rule, Invesco should be
treated as an "innocent bystander" in relation to any increase in its holding
of Ordinary Shares as a result of the on-market share buyback programme and
there will not be any Rule 9 consequences on Invesco arising from such buyback
of Ordinary Shares.
For further enquiries please contact:
Crystal Amber Fund Limited
William Collins (Chairman)
Tel: 01481 716 000
Merchant Securities Limited - Nominated Adviser
David Worlidge/Simon Clements
Tel: 020 7628 2200
Numis Securities Limited - Broker
Nathan Brown/Hugh Jonathan
Tel: 020 7260 1426
Crystal Amber Advisers (UK) LLP - Investment Adviser
Richard Bernstein
Tel: 020 7478 9080
END
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