TIDMCRS
RNS Number : 1746T
Crystal Amber Fund Limited
22 November 2021
22 November 2021
Crystal Amber Fund Limited
(the "Company" or the "Fund")
Result of Annual General Meeting
The Company announces that at its Fourteenth Annual General
Meeting held earlier today, all ordinary resolutions (Resolutions 1
to 9) set out in the Notice of AGM dated 1 November 2021 (the
"Notice") were duly passed.
Extraordinary Resolution 10, THAT the Company continue as
constituted, required a 75% majority of votes cast to pass and did
not pass.
The breakdown of voting percentages for each resolution (on a
total votes cast basis) is as follows:
Total Votes Total % For Total Votes Total % Against Total
For Against Votes
Withheld*
Resolution
1 67,961,389 99.9997 203 0.0003 47,660
------------ ------------ ------------ ---------------- -----------
Resolution
2 46,169,797 67.9321 21,794,795 32.0679 44,660
------------ ------------ ------------ ---------------- -----------
Resolution
3 54,986,175 80.9518 12,938,417 19.0482 84,660
------------ ------------ ------------ ---------------- -----------
Resolution
4 67,924,389 99.9997 203 0.0003 84,660
------------ ------------ ------------ ---------------- -----------
Resolution
5 44,042,687 64.7786 23,946,905 35.2214 19,660
------------ ------------ ------------ ---------------- -----------
Resolution
6 44,042,687 64.7786 23,946,905 35.2214 19,660
------------ ------------ ------------ ---------------- -----------
Resolution
7 44,042,687 64.7786 23,946,905 35.2214 19,660
------------ ------------ ------------ ---------------- -----------
Resolution
8 67,964,389 99.9997 203 0.0003 44,660
------------ ------------ ------------ ---------------- -----------
Resolution
9 55,038,789 80.9518 12,950,803 19.0482 19,660
------------ ------------ ------------ ---------------- -----------
Resolution
10 34,418,099 50.6080 33,591,153 49.3920 0
------------ ------------ ------------ ---------------- -----------
Discretionary votes received were voted in favour of a
Resolution and are counted in the proportion of votes 'for'.
*Votes withheld are not included as a vote withheld is not a
vote in Law and is therefore not counted towards the proportion of
votes 'for' or 'against' a Resolution.
As announced in 2013, and on the basis that it was never
intended that the Fund would be evergreen, the Fund proposed that
the 2021 AGM continuation vote would require an extraordinary
resolution, which would require a 75% majority to continue, rather
than an ordinary resolution requiring a 50% majority. The Manager
has positioned the portfolio accordingly, with the most recent
significant activist position, De La Rue plc ("De La Rue"),
initiated in April 2018.
In the year to 30 June 2020, the Fund returned GBP10.1 million
though share buybacks and dividends. For the year to 30 June 2021,
GBP11.1 million was returned through share buybacks and dividends.
Since the change to the Articles in 2013, the Fund has completed
GBP31.2 million of share buybacks and GBP28.8 million of dividend
payments.
De La Rue is a good example of the time lag that exists between
initiating an activist strategy and it bearing fruit. In 2019, the
Fund provided regular updates on its view of the scale of past
mismanagement at De La Rue. Exposing and highlighting these
failings, accelerated the departures of the former Chief Executive
and Chairman, allowing the new leadership to take the corrective
action necessary to execute its turnaround. With underlying profits
set to more than double and with consensus profit before tax for
the year to March 2022 at GBP38 million, the Fund's "hard yards"
have been completed and now the focus is on securing the strategic
value of the shareholding. In this regard, the Fund's access to
relevant parties is helpful.
Over the last 12 months, following the Fund's intensive
engagement at Equals Group plc ("Equals"), its share price has
trebled. The business is now operationally cash positive, enjoying
top line growth of 47% against the pre-Covid comparative period and
ideally placed to benefit from industry consolidation. The Fund has
introduced Equals to third parties that it believes will be able to
specifically assist Equals in this regard.
At Hurricane Energy, in the six months to 30 June 2021,
operating cash flow was $75.9 million. Since Crystal Amber
successfully blocked the proposed financial restructuring in the
High Court, prospects have been transformed. The Fund has a clear
pathway to maximising the strategic value of its shareholding and
believes that if production continues according to the current
projected trajectory and the oil price remains stable, this
realisation could be at a multiple of the current share price.
GI Dynamics has commenced discussions with industry partners.
The Fund notes that Fractyl Health Inc. has recently completed a
$100 million fundraise and as with GI Dynamics, it focuses on
medical device therapies for Type II diabetes.
Next month, the Fund intends to provide an update on its 18.1%,
shareholding in Allied Minds.
These five strategic holdings comprise around 89% of the net
asset value of the Fund. Of late, the Fund's focus has been to
realise the maximum value position from its highly concentrated
portfolio. This includes active engagement and discussions with
potential trade buyers. The Fund is optimistic that this approach
will maximise both the returns on and returns of investments to
shareholders.
Last month, the Fund reported that since September 2020,
including dividends, net asset value over the previous year has
increased by 46.8%. The Fund is optimistic that this strong
performance can continue, augmented by the potential to secure
control premiums or highly accretive corporate transactions on
several of the Fund's strategic shareholdings.
On 25 June 2021, we announced the communication received from
Saba Capital, a 26.2% shareholder, indicating that it would not
support continuation and that should the vote to continue not pass,
the Articles require the Fund to "formulate proposals...to
reorganise, reconstruct, or wind up the Company." The Fund notes
that Saba Capital acquired its shareholding in the last 12 months
and along with another US hedge fund, together comprising just
under 30% of the Fund's total voting rights, have "sold short"
shares in portfolio companies De La Rue and Allied Minds. These two
"short" positions have placed De La Rue among the Top 20 stocks
shorted on the London Stock Exchange. Accordingly, having hedged
their exposure to some of the Fund's largest positions, these two
shareholders have insulated themselves against the negative impact
of an accelerated monetisation of assets, whereas all other
shareholders may likely suffer material impairment in value without
the planned and controlled disposal programme that the Fund is
already implementing.
The Fund notes that excluding these two shareholders (those
shareholders without short positions in the Fund's investments),
more than 75 per cent of shareholders voted in favour of
continuation.
The Articles now require the Fund to formulate proposals to
reorganise, reconstruct, or wind up the Company. In the coming
weeks, the Fund intends to provide shareholders with specific
proposals. It is currently envisaged that these will centre around
the continued realisation of assets and increasing capital returns
to shareholders. Based on the Manager's assessment of the status
and timing of anticipated corporate transactions, the Fund is
targeting additional shareholder returns of at least GBP40 million
or 50p a share before 30 June 2022. This would bring returns of
capital since the 2013 amendment to the Articles to more than
GBP100 million. When such disposals are concluded, it is intended
that returns to shareholders would be paid as soon as practicable.
Further significant realisations and returns of capital are planned
for the period after 30 June 2022.
The Board notes the diversity of votes received in relation to
Resolutions 2, 3, 5, 6 and 7. As regards Resolution 2, 5, 6, and 7,
more than 95% of votes against were from Saba Capital. In respect
of Board remuneration, the Board notes that the overall level of
director remuneration has remained the same as the previous year.
In addition, the Board advises that there will be no increases in
the remuneration of directors in the coming year. As regards
Resolution 3, the Fund's auditor, KPMG, proved the most competitive
when the Fund's audit was tendered in 2017 but the Fund
acknowledges that KPMG has been in situ for more than a decade,
which is considered by some proxy advisory services not to be best
practice. The Board intends therefore to re-assess the tendering
process.
For further enquiries please contact:
Crystal Amber Fund Limited
Chris Waldron (Chairman)
Tel: 01481 742 742
Allenby Capital Limited - Nominated Adviser
David Worlidge/Liz Kirchner
Tel: 020 3328 5656
Winterflood Securities - Broker
Joe Winkley/Neil Langford
Tel: 020 3100 0160
Crystal Amber Advisers (UK) LLP - Investment
Adviser
Richard Bernstein
Tel: 020 7478 9080
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
RAGUUUNRASUAUAA
(END) Dow Jones Newswires
November 22, 2021 11:26 ET (16:26 GMT)
Crystal Amber (LSE:CRS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Crystal Amber (LSE:CRS)
Historical Stock Chart
From Jul 2023 to Jul 2024
