Amendments to Investment Management Agreement

Crystal Amber Fund Limited - Amendments to Investment Management Agreement

PR Newswire

London, June 12

Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement, this information is now considered to be in the public domain.

 13 June 2018

Crystal Amber Fund Limited

(the “Company”)

Amendments to Investment Management Agreement

The Company announces that the Board has approved amendments to the basic performance hurdle calculation and certain provisions relating to the calculation of the performance fee contained in the Investment Management Agreement between the Company and Crystal Amber Asset Management (Guernsey) Limited (the “Manager”) dated 16 June 2008 (as subsequently amended on 21 August 2013 and 27 January 2015) (the “Investment Management Agreement”).

Pursuant to the AIM Rules, the Manager is deemed to be a related party of the Company and the amendments to the Investment Management Agreement are therefore deemed to be a related party transaction.The Directors consider, having consulted with Allenby Capital Limited, the Company’s Nominated Adviser, that the amendments to the Investment Management Agreement are fair and reasonable insofar as the Company’s Shareholders are concerned.

The amendments provide a more equitable treatment and greater clarity regarding the calculation of the basic performance hurdle, high water mark and the time-weighting of shares in years during which an equity placing occurs.

The investment objective of the Company is to provide shareholders with an attractive total return and the Manager has been incentivised to maximise such total return through a performance fee payable in certain circumstances under the Investment Management Agreement.In the light of the increased level of dividends paid to shareholders in recent years it has become evident that the calculation of the performance fee does not equitably account for the payment of such dividends as part of the total return received by shareholders.

The aim of the amendment to the calculation of the basic performance hurdle is to ensure that any performance hurdle takes proper account of dividends paid to shareholders and that performance fees are earned by the Manager in respect of any capital growth in excess of the hurdle rates over the life of the Company on a per share total growth basis, taking into account NAV and any dividends paid or capital returned to shareholders. Accordingly, to properly account for the return of capital to shareholders via dividends, the compounding basic performance hurdle will be adjusted for all dividends paid with effect from their respective payment dates.

Christopher Waldron, Chairman of the Company, commented: 

“When the terms of the performance fee were initially agreed, dividend payments were not envisaged. It is clearly appropriate that any performance fee is accurately aligned with the total return on shareholder capital, including dividends paid.”