First dealings and admission to trading on AIM ...
Not for release, distribution or publication in whole or part in or into the
United States, Australia, Canada, the Republic of Ireland, South Africa or
Japan.
17 June 2008
Crystal Amber Fund Limited
(the "Company" or "Fund")
First dealings and admission to trading on AIM and CISX
* Share dealings in Crystal Amber Fund Limited begin at 8.00 a.m. on AIM and
CISX today.
* The Company has issued 60,000,000 Ordinary Shares at a placing price of
100p per share, to raise £60 million gross. John East & Partners Limited is
the Company's nominated adviser and broker.
* At the Placing Price, the Company's market capitalisation is £60 million.
* The Company is a closed ended company, incorporated in Guernsey on 22 June
2007. The Company will be an activist fund and will aim to identify and
invest in undervalued companies and, where necessary, take steps to enhance
their value.
* The Company is aiming towards a concentrated portfolio of undervalued
companies which are predominantly, but not exclusively, listed or quoted on
UK markets (usually the Official List or AIM) and which have a typical
market capitalisation of between £100 million and £1,000 million.
* The Company has appointed Crystal Amber Asset Managers (Guernsey) Limited
as manager to make investments on behalf of the Company. The Company and
the Manager have also appointed Crystal Amber Advisers (UK) LLP as adviser
to source and analyse potential investment opportunities for the Manager.
* Richard Bernstein and Jonathan Marsh are the principal shareholders and
members of the Manager and of the Investment Adviser, respectively. Richard
Bernstein is the Chief Executive of Eurovestech plc, the AIM listed
pan-European development capital fund focused on high-technology
enterprises. Jonathan Marsh is a solicitor who specialises in all aspects
of UK and European financial markets law and regulation.
William Collins, Non-Executive Chairman of the Company, said:
"We are delighted that investors have supported the launch of the Fund. In
current markets, we believe there is value to be unlocked and we will do our
utmost to deliver it for our shareholders".
Enquiries:
Crystal Amber Fund Limited
William Collins Tel: 01481 739809
Crystal Amber Asset Managers (Guernsey) Limited
Mark Huntley Tel: 01481 716000
Crystal Amber Advisers (UK) LLP
Richard Bernstein Tel: 020 7491 0770
John East & Partners Limited (Nominated Adviser and
Broker)
David Worlidge / Bidhi Bhoma Tel: 020 7628 2200
West Hill Corporate Finance Limited (Financial Adviser) Tel: 020 7464 8427
Alan Richards / Nick Stone
PLACING STATISTICS
Placing Price 100p
Number of Placing Shares and Ordinary Shares at 60,000,000
Admission
Amount being raised under the Placing (before £60 million
expenses)
Market capitalisation at the Placing Price £60 million
The Company
Crystal Amber Fund Limited is a closed ended company, incorporated in Guernsey
on 22 June 2007. The Company's objective is to provide Shareholders with an
attractive total return, which is expected to comprise primarily capital growth
but with the potential for distributions, including distributions arising from
the realisation of investments, if this is considered to be in the best
interests of Shareholders.
Investment policy
The Company will be an activist fund which aims to invest in a concentrated
portfolio of undervalued companies which are expected to be predominantly, but
not exclusively, listed or quoted on UK markets (usually the Official List or
AIM) and which have a typical market capitalisation of between £100 million and
£1,000 million. Following investment the Company and the Advisers intend to
engage with the management of those companies with a view to enhancing value
for all their shareholders.
Investment strategy
When investing in undervalued companies, the Company will aim to promote
measures designed to correct the undervaluation. The Company will focus on
companies which may have been neglected by fund managers and investment funds
due to their size or where analyst coverage is inadequate or where analysts
have relied on traditional valuation techniques and/or not fully understood the
underlying company. It will seek the co-operation of the investee company's
management as far as possible. Where a different ownership structure would
enhance value, the Company will seek to initiate changes to capture such value.
The Company and the Advisers may also seek to modify existing capital
structures and introduce greater leverage and/or seek divestiture of certain
businesses of the investee company.
Pending investments of the type described above, the Company's funds will be
placed on deposit but the Company also has the flexibility to make other
investments, which are considered to be reasonably liquid in order to ensure
that its funds are appropriately deployed.
The Company may, in certain circumstances, acquire stakes in target companies
from investors in exchange for Shares in the Company or use debt finance when
investing in target companies.
Potential composition of the portfolio
The Directors, the Manager and the Investment Adviser believe that the number
of potential target companies is high with more than 2,500 companies quoted on
AIM or the Official List and they consider that, as at the date of this
document, approximately 600 of these are in the Fund's targeted range.
The Manager and Investment Adviser currently intend to target investments in
companies typically operating in one or more of the following sectors:
* consumer products;
* industrial products;
* retail;
* support services;
* healthcare; and
* financial services.
There is no assurance, however, that such focus will be followed as any
investment decisions will be taken based on market conditions and other
investment considerations at the time of investment.
Investment Restrictions
It is not intended that the Company will invest, save in exceptional
circumstances, in:
* companies with a market capitalisation of less than £100 million at the
time of the investment;
* pure technology-based businesses; or
* unlisted companies or in pre-IPO situations.
It is expected that no single investment in any one company will represent more
than 30 per cent. of the Gross Asset Value of the Company at the time of
investment. However, there is no guarantee that this will be the case after any
investment is made, particularly during the early life of the Company or where
it is believed that an investment is particularly attractive.
The Advisers
Manager
The Company has appointed Crystal Amber Asset Management (Guernsey) Limited as
manager to make investments in relevant target companies and oversee management
of the portfolio. The Manager is a recently established Guernsey registered
company whose principal shareholders are Richard Bernstein (the Chief Executive
of Eurovestech plc, a pan-European development capital fund focused on high
technology enterprises) and Jonathan Marsh.
Investment Adviser
The Company and the Manager have also appointed Crystal Amber Advisers (UK) LLP
as investment adviser to source and analyse potential investment opportunities
for the Manager and, pursuant to a power of delegation from the Manager, to
provide general investment and management advice and related services in
respect of the Company's investments. The Investment Adviser is a recently
established English limited liability partnership which was authorised by the
FSA on 30 October 2007. The members of the Investment Adviser are Richard
Bernstein and Jonathan Marsh.
Market opportunity
The Directors and the Advisers believe that shareholder activism has the
potential to generate superior investment performance. An independent academic
study titled `Returns to Shareholder Activism' released in 2007 by the European
Corporate Governance Institute has reported that the engagement processes
undertaken by active investors have a substantial effect on corporate
activities. According to the Financial Times, recent research by Close Brothers
found that 39 per cent. of managers of FTSE 350 companies would be interested
in taking their company private given the right opportunity and price.
Management and performance fees
The Manager will receive a management fee at the annual rate of two per cent.
of the Net Asset Value, payable quarterly in advance and calculated on the Net
Asset Value on the relevant quarterly accounting date.
The Manager will also be entitled to a performance fee of 20 per cent. of the
excess of the NAV per Ordinary Share at the end of the relevant performance
period over the higher of:
(i) the basic performance hurdle (an amount equal to the Placing Price
increased at a rate of 7 per cent. per annum on an annual compounding basis up
to the end of the relevant performance period);
(ii) the NAV per Ordinary Share at the start of the relevant performance
period; and
(iii) a `high watermark',
multiplied by the time weighted average of the number of Ordinary Shares in
issue in the relevant performance period.
The Manager will pay part of its fees to the Investment Adviser, who will
receive no fees and expenses directly from the Company.
Valuations and net asset calculations
Investments will be valued quarterly. Quoted investments of the Company will
normally be valued at the bid price, unless a bid price is unavailable in which
case the mid-market price will be used. Other investments, if any, will be
valued based on their fair value as determined by the Directors in accordance
with the valuation methodology set out in the Admission Document.
The Net Asset Value per Ordinary Share will be calculated on a quarterly basis
based on the quarterly valuation in accordance with the principles set out in
the Admission Document. This valuation or any suspension thereof will be
announced to the London Stock Exchange through a Regulatory Information Service
and to the CISX as soon as practicable after calculation.
The Manager may also, at its discretion, arrange for additional valuations to
be carried out from time to time if market conditions warrant.
Board of Directors
The Board currently consists of four non-executive directors. Sarah Evans and
Nigel Ward were appointed on 22 June 2007 and William Collins and Mark Huntley
were appointed on 20 November 2007.
William Collins (aged 58, Guernsey resident) (Non-Executive Chairman)
William Collins has over 35 years experience in banking and investment and
since September 2007 he has been employed by Bank Sarasin (C.I.) Limited in
Guernsey dealing with Private Client business. Prior to that he was employed by
the Barings Group in Guernsey for over 18 years and was appointed a director of
Barings (Guernsey) Limited in 1995. In 2003 he was appointed Managing Director
of Baring Asset Management (C.I.) Limited, a position he held until his
resignation in August 2007. During his time with Barings he was responsible for
the management of portfolios for private clients and pension funds and was a
director of a number of Baring Asset Management fund companies based in
Guernsey and Dublin. Prior to joining Barings in 1988, Mr Collins was employed
by the Bank of Bermuda initially in Bermuda in 1971 before being transferred to
Hong Kong and then to Guernsey in 1981. He started his career with Glyn Mills
and Co., (now part of The Royal Bank of Scotland Group) in London. He is an
Associate of the ifs School of Finance (formerly the Chartered Institute of
Bankers), a Member of the Securities and Investment Institute and a Member of
the Institute of Directors.
Sarah Evans (aged 53, Guernsey resident)
Sarah Evans qualified as a chartered accountant in 1979 and is currently a
non-executive director of two unlisted funds of hedge funds and an AIM quoted
Japanese hotel fund. She is a member of the Institute of Directors and has been
resident in Guernsey for over three years. She spent six years with 20 the
Barclays Group, firstly as a treasury director responsible for the
securitisation of the bank's assets. From 1996 to 1998 she was Finance Director
of Barclays Mercantile (a Barclays Bank subsidiary which then had a balance
sheet of £6.5 billion, providing large and middle ticket leasing finance) where
she was responsible for all aspects of financial control and operational risk
management. In her last two years with Barclays she moved to Group Treasury as
a treasury director. Prior to joining Barclays she ran her own consultancy
business advising UK financial institutions on all aspects of securitisation.
From 1982 to 1988, she worked at Kleinwort Benson Limited as deputy chief
accountant and head of group finance.
Mark Huntley (aged 49, Guernsey resident)
Mark Huntley is an Associate of the ifs School of Finance. He is Managing
Director of the Administrator, an independent fund administrator based in
Guernsey. Prior to establishing the Administrator, he was Head of Business
Development & Communications for the Baring Financial Services Group. At
Barings, he was also Deputy Managing Director of Guernsey International Fund
Managers Limited, where he was responsible for alternative investments and
emerging market funds until April 2000. He has 30 years' experience in offshore
funds trust and fiduciary services and private banking, with particular focus
on the specialist and alternative fund sectors gained whilst at Barings over
the last 19 years and, prior to that, with The First National Bank of Chicago
and National Westminster Guernsey Trust Company. He is a founding director of
CISX and Chairman of the CISX Business Development Committee. He holds
appointments for a number of listed and unlisted fund and fund related
companies.
Nigel Ward (aged 51, Guernsey resident)
Nigel Ward has over 34 years' investment and banking experience and was until
December 2007 a director of Guernsey-based Baring Asset Management (CI)
Limited, having been with the Barings Group since 1987. Mr Ward has a wide
experience of international investment markets, private and retail banking,
compliance and also of the managed funds industry gained at Barings over the
past 20 years and before that at TSB Bank and National Westminster Bank. He is
an Associate of the ifs School of Finance, a member of the IOD and is currently
studying for the IOD Company Direction Programme Diploma.
DEFINITIONS
"Administrator" Heritage International Fund Managers
Limited
"Admission" the admission of the Ordinary Shares in
issue and to be issued pursuant to the
Placing to trading on AIM in accordance
with the AIM Rules and to listing on the
Daily Official List and trading on CISX
both becoming effective in accordance with
the CISX Rules
"Admission Document" the admission document of the Company,
dated 16 June 2008
"Advisers" the Manager and the Investment Adviser
"AIM" the AIM market of the London Stock Exchange
"AIM Rules" the AIM Rules for Companies
"CISX" the Channel Islands Stock Exchange, LBG
"CISX Rules" the listing rules produced by CISX and
applicable to securities listed on CISX
"Company" or "Fund" Crystal Amber Fund Limited, a company
registered in Guernsey on 22 June 2007 with
company number 47213
"Directors" the directors of the Company whose names
are set out above
"Gross Asset Value" the Net Asset Value plus an amount equal to
the long
term borrowings of the Company and its
subsidiaries
from time to time
"Investment Adviser" Crystal Amber Advisers (UK) LLP
"IOD" Institute of Directors
"JEP" John East & Partners Limited, the Company's
nominated adviser and broker for the
purposes of the AIM Rules
"London Stock Exchange" London Stock Exchange plc
"Manager" Crystal Amber Asset Management (Guernsey)
Limited
"Net Asset Value" or "NAV" the net asset value of the Company as
calculated in accordance with the Company's
accounting policies
"Official List" the Official List of the UK Listing
Authority
"Ordinary Shares" or the "Shares" ordinary shares of 1p per share in the
Company
"Placing" the conditional placing of the Placing
Shares at the Placing Price pursuant to the
Placing Agreement
"Placing Agreement" the nominated adviser, broker and placing
agreement between the Company, the
Directors, the Manager, the Investment
Adviser, Richard Bernstein, West Hill and
JEP dated 16 June 2008, as described in
paragraph 7.6 of Part VI of the Admission
Document
"Placing Price" 100p per Placing Share
"Placing Shares" the 60,000,000 new Ordinary Shares to be
issued and the subscriber shares to be
transferred under the Placing
"Regulatory Information Service" a service approved by the London Stock
Exchange for the distribution to the public
of AIM announcements
"Shareholder(s)" a holder or holders of Ordinary Shares
"UK" the United Kingdom
"West Hill" West Hill Corporate Finance Limited, the
Company's financial adviser
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