Last checked at 8 Dec 2023 07:00
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 to the extent it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended by virtue of the European Union (Withdrawal Agreement) Act 2020). Upon the publication of this announcement, this inside information is now considered to be in the public domain.
8 December 2023
Crystal Amber Fund Limited
("Crystal Amber Fund", the "Company" or the "Fund")
Share Buyback Programme
Crystal Amber Fund announces that it intends to conduct on-market purchases under a share buyback programme to repurchase ordinary shares of 1 penny each in the capital of the Company ("Ordinary Shares"), up to an aggregate amount of £5 million, pursuant to the authority obtained at the Company's annual general meeting on 22 November 2023 (the "Buyback").
The purpose of the Buyback is to reduce the share capital of the Company and return cash to shareholders. In addition, the Board of Crystal Amber Fund notes that the price of Ordinary Shares is currently significantly below the last reported net asset value per share of 98.3 pence and believes that the Buyback programme will help reduce this discount by providing an exit mechanism for shareholders and reducing the volatility of the share price. The Buyback will be funded from the Company's existing surplus cash resources and all Ordinary Shares purchased will be cancelled. The Company intends to operate the Buyback from the date of this announcement until 31 January 2024.
The Company has appointed Winterflood Securities Limited ("Winterflood") to execute and manage the Buyback and has given an irrevocable instruction to Winterflood to make market purchases of Ordinary Shares on its behalf, independently of the Company. Winterflood will make its trading decisions in relation to the Ordinary Shares independently of and uninfluenced by the Company with such trading decisions being in line with the terms of the Buyback.
The maximum price which may be paid by the Company per Ordinary Share shall not be more than the higher of:
a. 105 per cent of the average of the middle market quotations for an Ordinary Share as derived from the AIM market of the London Stock Exchange plc for the five business days immediately preceding the day on which the purchase is made; and
b. the value of an Ordinary Share calculated on the basis of the higher of the price quoted for (i) the last independent trade of and (ii) the highest current independent bid for the Ordinary Shares.
The Company has determined that it will not rely on the safe harbour conditions for trading set out in Article 5 of EU Market Abuse Regulation (2014/596/EU) (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018) ("UK MAR") and, accordingly, the Company will not benefit from the exemption contained in Article 5 of UK MAR, given the limited liquidity in the Ordinary Shares and limitations that it would impose on the number of Ordinary Shares that can be purchased. Therefore, the Company may purchase Ordinary Shares pursuant to the Buyback on any trading day materially in excess of 25 per cent. of the average daily volume in the 20 trading days preceding the date on which the purchase is carried out, being the limit laid down in Article 5(1) of UK MAR.
There is no guarantee that the Buyback programme will be implemented in full or that any purchases will be made. The Company reserves the right to bring a halt to the Buyback under circumstances that it deems to be appropriate and in accordance with relevant law and regulation.
As at the time of this announcement, the Company's total issued share capital consists of 99,749,762 Ordinary Shares, of which 16,518,762 Ordinary Shares are held in treasury, and therefore, the total number of Ordinary Shares carrying voting rights is 83,231,000.
The above figure of 83,231,000 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
The Company will make further announcements in due course following any share purchases conducted through the Buyback.
The Company confirms that, other than as disclosed in this announcement, it is not currently in possession of any unpublished inside information.
For further enquiries please contact:
Crystal Amber Fund Limited
Chris Waldron (Chairman)
Tel: 01481 742 742
www.crystalamber.com
Allenby Capital Limited - Nominated Adviser
Jeremy Porter/ Dan Dearden-Williams
Tel: 020 3328 5656
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