Last checked at 11 Nov 2022 07:00
The information contained within this announcement is deemed by the Company to constitute inside information pursuant to Article 7 of EU Regulation 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended.
11 November 2022
CRYSTAL AMBER FUND LIMITED
("Crystal Amber", the "Company", or the "Fund")
Update on shareholder returns and declaration of interim dividend
The Fund is pleased to provide an update on shareholder returns.
Hurricane Energy plc ("Hurricane")
On 2 November 2022, Hurricane, in which the Fund holds a 28.9 per cent interest, announced that it had received an unsolicited offer for the company and that following a period of engagement with the bidder Hurricane had received an offer for the entire issued share capital of the Company at an indicative offer of 7.7p per Hurricane share in cash (the "Indicative Offer")("the Hurricane Announcement"). In the Hurricane Announcement the Hurricane Board stated that it had concluded that the Indicative Offer should not be recommended to Hurricane shareholders. The Hurricane Board also stated that it had decided to launch a formal sale process for Hurricane to establish whether there is a bidder prepared to offer a value the Hurricane Board considers attractive, relative to the standalone prospects of Hurricane as a publicly listed company and one that should be recommended to all Hurricane Shareholders.
In the Hurricane Announcement, Hurricane stated that whilst the outcome of the formal sale process is uncertain, it is in a very strong financial and operational position but noted that Crystal Amber, which holds 28.9 per cent of Hurricane's shares and is Hurricane's largest shareholder, has indicated to the Hurricane Board its desire to monetise the value of its shareholding.
Crystal Amber, by virtue of its 28.9 per cent holding, is presumed by The Takeover Panel to be acting in concert with Hurricane.
Should the formal sale process result in an offer for Hurricane and the realisation of the Fund's holding at the indicative offer price of 7.7p a share, it would amount to £44.3 million or 53.2p per Crystal Amber share.
In the Hurricane Announcement, the Hurricane Board stated that in the event that the formal sale process does not result in a transaction, it intends to commence a significant capital return programme with up to $70 million (equivalent to 3.1p per Hurricane share at current exchange rates) to be returned to shareholders in Q1 2023, upon completion of a capital reduction by Hurricane which would require the approval of Hurricane shareholders and confirmation by the High Court of Justice in England and Wales. In the event that $70 million is returned to Hurricane shareholders and there is no change in the US$:£STG exchange rate, Crystal Amber would receive approximately £17.8 million, equivalent to 21.4p per Crystal Amber share. Furthermore, Hurricane has announced that in the absence of alternatives that would generate better returns for Hurricane shareholders, further distributions totalling up to $110 million could be made during 2023 and 2024 in aggregate, with a final distribution of up to $30 million in 2025, following the cessation of production from the Lancaster operations. Hurricane further advised that the amount of cash available to distribute to Hurricane shareholders following cessation of operations and decommissioning is dependent on many factors, including oil price, ultimate oil recovery from Lancaster, whether the decision to cease operations is planned or forced and the cost and timing of decommissioning.
In the Hurricane Announcement, the Hurricane Board reserved the right to alter any aspect of the process as outlined above or to terminate the process at any time and in such cases will make an announcement as appropriate. The Hurricane Board also reserved the right to reject any approach or terminate discussions with any interested party at any time.
The quantum and timing of receipts from the Fund's shareholding in Hurricane will depend upon the outcome of the formal sale process. It is the Fund's current intention for substantially all proceeds received following the conclusion of the formal sale process and/or capital distributions, to be returned to shareholders.
Board Intelligence Limited ("BI")
The Fund is pleased to announce that it has agreed to dispose of its shareholding in BI, a private unquoted company. The Fund acquired its shareholding in the spring of 2018. In 2020, the Fund made a partial disposal of its shareholding. At 30 June 2022, the carrying value of the Fund's remaining shareholding was £1.25 million. The sale proceeds will amount to £2.0 million, 60.0 per cent above carrying value. The total profit from the Fund's investment in BI is £1.48 million, which represents a return of 39.9 per cent.
Declaration of interim dividend
The Board of Crystal Amber has resolved that, rather than await the outcome of the Hurricane formal sale process, it should now resume its returns to shareholders. Therefore, the Directors of the Fund are pleased to declare an interim dividend of 10p per share in respect of the financial year ended 30 June 2023. This dividend will be payable to shareholders on the register as at 25 November 2022, with an ex-dividend date of 24 November 2022 and a payment date of 23 December 2022.
The interim dividend of 10p per share represents a gross return of £8.3 million and will bring total distributions to shareholders in 2022 to 30p per share, representing a gross return of £25 million.
For further enquiries please contact:
Crystal Amber Fund Limited
Chris Waldron (Chairman)
Tel: 01481 742 742
www.crystalamber.com
Allenby Capital Limited - Nominated Adviser
David Worlidge/Freddie Wooding
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