Posting of Circular and Notice of EGM
Summary by AI BETAClose X
31 March 2026
Crystal Amber Fund Limited
("Crystal Amber Fund", the "Company" or the "Fund")
Proposals for change in investment policy, appointment of new investment manager and new investment adviser and adoption of new Articles - posting of Circular and Notice of Extraordinary General Meeting
Highlights
The Board of Crystal Amber Fund is pleased to announce the publication of a Circular containing a Notice of Extraordinary General Meeting to seek Shareholder approval for the follow proposals:
· the change in the strategy of the Company and adoption of the New Investment Policy;
· the appointment of the New Investment Manager and New Investment Adviser, incorporating new advisory, management and performance fee arrangements; and
· the adoption of the New Articles to provide for a periodic continuation vote as described in the Circular.
The Extraordinary General Meeting is due to be held at the registered office of the Company at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 4LY at 9.30 a.m. on 22 April 2026.
Irrevocable undertakings
The Company has received undertakings to vote in favour of the Resolutions have been received from Shareholders representing approximately 49.15% of the Total Voting Rights. These include undertakings from Saba Capital Management L.P. (currently beneficially interested in approximately 23.79% of the Total Voting Rights) and Merseyside Pension Fund (currently beneficially interested in approximately 21.66% of the Total Voting Rights).
In addition, the Existing Investment Manager has undertaken to vote in favour of the Resolutions in respect of its entire beneficial shareholding of Ordinary Shares representing approximately 3.70% of the Total Voting Rights (assuming that the proposed sale of Ordinary Shares by the Existing Investment Manager to Tarncourt as described below and in paragraph 9 of part 1 of the Circular, completes after the EGM). Should such sale complete prior to the EGM, the Existing Investment Manager's undertaking will, from completion of such sale, exclude those Ordinary Shares, for which Tarncourt will undertake to vote in favour of the Resolutions.
Purchase of Ordinary Shares by Tarncourt
Tarncourt (the owner of the proposed New Investment Adviser) intends to acquire 1,645,930 Ordinary Shares from Crystal Amber Asset Management (Guernsey) Limited, the Existing Investment Manager, at the prevailing mid-market price per Ordinary Share. It is intended that such acquisition would be effected following the publication of this Circular and prior to the Extraordinary General Meeting.
Following completion of the purchase, the Existing Investment Manager will hold 563,518 Ordinary Shares, representing approximately 0.94% of the Total Voting Rights (assuming no other sales), and Tarncourt will hold 1,645,930 Ordinary Shares, representing approximately 2.76% of the Total Voting Rights.
Further to the Company's announcement on 14 November 2025, there is no longer a commitment in place for Tarncourt to acquire ordinary shares in the Company from Saba Capital Management, L.P..
Recommendation
The Board considers the Proposals to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Board recommends that Shareholders vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting, as they intend to do in respect of their own beneficial holdings which, as at 30 March 2026, being the latest practicable date prior to the publication of the Circular, amount in aggregate to 51,000 Ordinary Shares, representing approximately 0.085% of the Total Voting Rights.
Details of the Proposals are set out further below, as extracted from the Circular, including details of the background to and reasons for the Proposals, details of the New Investment Manager and the New Investment Adviser and details of the New Investment Policy, as well as an update on the Fund's investments.
The Circular will be available today on the Company's website: https://www.crystalamber.com/
For further enquiries please contact:
Crystal Amber Fund Limited
Chris Waldron (Chairman)
Tel: 01481 742 742
Allenby Capital Limited - Nominated Adviser
Jeremy Porter/ Ashur Joseph
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
Capitalised terms in this announcement have the meaning ascribed to them in the definitions section of the Circular, unless otherwise defined in this announcement.
Further details of the Proposals - extracts from the Circular
The following sections have been extracted from the Circular being posted to Shareholders today. References to "this document" are to the Circular.
Part 1
1. Introduction
On 14 November 2025, the Company announced an update regarding the proposed future strategy and management of the Company following discussions with larger Shareholders as disclosed in the Company's final results to 30 June 2025 (published on 17 October 2025).
In light of the Company's performance, including its realised investments and the resulting composition of its portfolio, together with the status and opportunity with MMI, the Board is proposing a number of changes which, following constructive discussions with some of the Company's largest Shareholders and given the intention of the Existing Investment Manager to retire, it considers to be in the best interests of the Company and Shareholders as a whole.
This document therefore sets out details of the Proposals comprising:
· a change in the strategy of the Company and adoption of the New Investment Policy;
· the appointment of the New Investment Manager and New Investment Adviser, incorporating new advisory, management and performance fee arrangements; and
· the adoption of the New Articles to provide for a periodic continuation vote as described in this Circular.
The Proposals are subject to Shareholder approval at the EGM. It should be noted that the adoption of the New Investment Policy and the appointment of the New Investment Manager and New Investment Adviser are conditional upon the approval of Resolution 1 at the EGM and will proceed even if Resolution 2 to adopt New Articles is not passed. However, Resolution 2 is conditional upon Resolution 1 being passed.
If such approvals are forthcoming, the Proposals will take effect on the Effective Date (which is expected to occur no later than 30 April 2026), confirmation of which will be announced via a Regulatory Information Service announcement in due course.
This document sets out details of the Proposals, including the change of strategy and adoption of the New Investment Policy, background on, and the structure of the arrangements with, the New Investment Manager and the New Investment Adviser, and adoption of the New Articles to provide for a periodic continuation vote, and the reasons why the Board recommends that you vote in favour of the Resolutions to approve the Proposals.
Notice of the Extraordinary General Meeting to be held at the offices of Ocorian Administration (Guernsey) Limited at Trafalgar Court, Les Banques, St Peter Port, Guernsey at 9.30 a.m. on 22 April 2026 is set out at the end of this document.
2. Background to, and reasons for, the Proposals
Crystal Amber Fund Limited is a closed-ended investment company, incorporated in Guernsey on 22 June 2007 and whose Ordinary Shares were admitted to trading on AIM on 17 June 2008. The Company is a soft activist fund which aimed to identify and invest in undervalued companies and, where necessary, take steps to enhance their value.
On 7 March 2022, Shareholders approved the adoption of a strategy of maximising capital returned to Shareholders by way of timely disposals, including trade sales of the Fund's strategic holdings, where appropriate. The full text of the Existing Investment Policy adopted on 7 March 2022 is set out in Part 2 of the shareholder circular dated 15 February 2022.
Following the Fund's successful cash realisation of its shareholding in DLAR, the Fund's 97.8% shareholding in MMI now comprises 78.7% of the Fund's NAV1, with cash of approximately £13.3 million making up a further 12.6% of NAV[1]. Following MMI receiving CE mark regulatory approval for its Reset® device, patients have had procedures in both the UK and India. MMI has also signed distribution agreements in Spain, Belgium, Netherlands, Czech Republic and the Middle East. Patient enrolment for its US Step-1 study is ongoing and expected to complete in between late 2027 and early 2028. FDA approval for the Reset® device in the US is expected in either 2028 or 2029.
Paragraph 7 of this Part 1 provides a further update on MMI and the Fund's other investments.
Recognising MMI's potential to deliver substantial additional Shareholder value, the Board believes that the optimal time to seek to realise its investment in MMI would be following FDA approval and access to the US market. Consequently, the Board believes that the Fund should continue to actively manage its investment in MMI until then. In addition, the Company holds a small number of residual legacy investments which, while capable of realisation over time, are sub-scale relative to the Company's current NAV and strategic focus. The Board believes that the orderly realisation of these legacy investments, alongside the active management of the Company's investment in MMI, will support a reduction in portfolio concentration and provide additional liquidity to be redeployed in line with the New Investment Policy.
In addition, the Existing Investment Manager has informed the Board of its intention to resign as investment manager. The Existing Investment Manager, with its principal, Richard Bernstein, has been managing the Fund since its launch in 2008. Given the need to continue to oversee MMI for a longer period than previously anticipated and Mr Bernstein's wish to pursue other ventures, the Fund has accepted the Existing Investment Manager's decision. The Board wishes to express its sincere gratitude to Mr Bernstein for his vision, dedication and contribution to both the performance and the reputation of the Fund since its inception.
In light of these factors and following engagement with some of the Fund's largest Shareholders, the Board has determined that the appointment of GFM as the New Investment Manager and Tarncourt Asset Management as the New Investment Adviser that can assist with the investment requirements and commercialisation of MMI and adopt a new strategy utilising the Fund's cash resources to make new investments, represents the best course to enhance long-term Shareholder value and liquidity.
3. Details of the Proposals
3.1 Appointment of the New Investment Manager
The Company is proposing to appoint the New Investment Manager, GFM, as its AIFM to make investments in relevant target companies and oversee management of the Fund's portfolio, as advised by the New Investment Adviser, Tarncourt Asset Management.
GFM is an independent Guernsey fund management company, licensed to carry out controlled investment business and part of New Street Management Limited (known as NSM Group). NSM Group is an independent financial services group, headquartered in Guernsey, providing private client, funds and corporate services.
GFM will provide portfolio and risk management services to the Fund under the terms of the New Investment Management Agreement and will receive advice on the Fund's investments from the New Investment Adviser as described below.
Details of the New Investment Management Agreement, which will take effect on the Effective Date, are set out in Part 3 of this document, including details of annual fees and other arrangements.
3.2 Appointment of the New Investment Adviser
The Company and the New Investment Manager will appoint Tarncourt Asset Management to source and analyse potential investment opportunities for the New Investment Manager and to provide investment recommendations, general investment advice and related services in respect of the Company's investments.
The New Investment Adviser was incorporated in England on 13 January 2026 as a wholly-owned subsidiary of Tarncourt and will be acting as an appointed representative of Robert Quinn Advisory LLP, an FCA authorised firm. Robert Quinn Advisory LLP is part of Robert Quinn Consulting Limited, an international regulatory compliance consultancy firm. The necessary regulatory approvals for the New Investment Adviser to be such appointed representative have been obtained.
About Tarncourt and Tarncourt Asset Management
Tarncourt is a privately owned investment vehicle and family office founded by Charles Dickson in 2012, with experience investing across public and private markets. Tarncourt Asset Management is a newly established, wholly owned subsidiary of Tarncourt, formed to act as the New Investment Adviser.
Tarncourt Asset Management will apply a disciplined, value-focused investment strategy aimed at generating long-term capital growth through investment in undervalued opportunities and active support of portfolio companies, informed by the approach developed by Tarncourt across its proprietary investments. Tarncourt Asset Management is led by Charles Dickson and Simon Hicks.
Charles Dickson is an experienced investor with a track record of identifying undervalued opportunities and building businesses across multiple sectors. He is currently Chief Executive Officer of AIM-quoted Roadside Real Estate plc and was a co-founder of Apache Capital Partners Limited, a leading participant in the UK build-to-rent sector. His investments include Cambridge Sleep Sciences Limited, Adarga Limited and Verso Biosense Limited, spanning technology and life sciences.
Simon Hicks brings experience across capital markets, investment banking and mergers and acquisitions, having previously served as a director at Cavendish Capital Markets. His experience includes advising UK listed companies on capital raisings, strategic transactions and investor engagement.
Alignment of interests is a central feature of Tarncourt's approach. As described in paragraph 9 of Part 1 of this Circular below, Tarncourt intends to acquire a shareholding in the Company, providing direct economic exposure to the Company's performance alongside other Shareholders. In addition, performance fees under the New Investment Advisory Agreement are expected to be settled primarily in Ordinary Shares subject to a three-year lock-up with staggered release rather than cash where possible, further aligning the New Investment Adviser's remuneration with long-term Shareholder value.
Tarncourt Asset Management intends to apply the investment philosophy developed by Tarncourt in managing proprietary capital, adapted as appropriate to the Company's investment objective, risk framework and governance requirements. In doing so, Tarncourt Asset Management will draw on fundamental analysis and active engagement, as well as its network across public and private markets, to support portfolio companies, source investment opportunities and enhance long-term Shareholder value.
Summary of the fee arrangements under the New Investment Advisory Agreement
The Board believes that the terms of the New Investment Advisory Agreement are fair, competitive and aligned with the interests of Shareholders. Under the New Investment Advisory Agreement and the New Investment Management Agreement, there will be no material change to the aggregate level of management and advisory fees payable by the Company compared to those paid to the Existing Investment Manager, subject to advisory fees being calculated on a market capitalisation basis rather than on a NAV basis. In addition, a new performance fee arrangement will be introduced to enhance alignment with Shareholder interests and provide appropriate incentives for the New Investment Adviser.
The approach taken to performance fee calculation methodology and overall structure under the New Investment Advisory Agreement will be broadly similar to that which applied under the Existing Investment Management Agreement prior to the adoption of the wind-down strategy for the Company in 2022. However, instead of the previous single-pool structure with a tiered hurdle rate between 7% and 10% and a performance fee of 20%, the new arrangements divide the Company's assets into three distinct pools with differentiated terms.
First, for calculation purposes, the Company's MMI Investment will be ring‑fenced into the MMI Investment Pool, subject to a non‑compounding 8% hurdle rate and a 10% performance fee, with the performance period commencing on 1 July 2028 unless the MMI Investment is realised in whole or in part before that date at which point a 5% performance fee may be payable and, if so, will be assessed and settled at the end of the annual period next following the date of such realisation and will be calculated by reference to the combination of the realised proceeds and the NAV of any residual interest in MMI as at the end of that annual period.
Second, the New Investment Pool will comprise all investments made following the New Investment Adviser's appointment. A non‑compounding 8% hurdle rate will apply to this pool (except that for any uninvested cash during the period ending 30 June 2027, where the non-compounding Sterling Overnight Index Average (SONIA) rate will apply). The performance fee rate will be 15%, with the first performance period running from the Effective Date until 30 June 2027, and subsequent performance periods assessed annually to 30 June thereafter.
Finally, the Legacy Investment Pool will comprise all existing assets other than the MMI Investment, in respect of which no performance fee will be payable.
As under the previous fee structure, all performance fees will be subject to a high watermark.
Accordingly, the revised fee proposals are intended, so far as practicable, to maintain overall continuity and alignment with prior Shareholder expectations and have been specifically structured to promote long-term alignment, with settlement expected primarily in Ordinary Shares rather than cash, thereby directly linking the New Investment Adviser's remuneration to the performance of the Company's share price and NAV. The differentiated pool structure ensures that the New Investment Adviser is appropriately incentivised both to maximise value from the existing investment in MMI, and to originate and execute new investment opportunities in line with the New Investment Policy.
In particular, the deferral of performance fee eligibility in respect of the MMI Investment Pool during the initial performance period to 30 June 2028 (subject to potential acceleration where a realisation occurs before that date as described above) together with the exclusion of the Legacy Investment Pool from performance fee eligibility, ensures that the New Investment Adviser's remuneration is aligned to value creation over time rather than to the performance of legacy assets that require limited ongoing management. This approach is intended to encourage both active management of the MMI Investment and the disciplined deployment of capital into new investments in accordance with the New Investment Policy. This structure ensures that the New Investment Adviser does not receive performance-based remuneration by reference to historic value in the legacy portfolio and is accordingly incentivised to generate new sources of Shareholder value.
The Investment Adviser will also be entitled to an annual advisory fee which starts at 1% of the Company's market capitalisation and which will accrue monthly from the Effective Date and be payable quarterly. Each monthly accrual will be calculated based on the month‑end market capitalisation of the Company (being the number of issued Ordinary Shares excluding Treasury Shares, multiplied by the closing mid‑market share price as at the last Business Day of that month). Such fee percentage will reduce to 0.8% on such part of the market capitalisation above £150 million and 0.7% on such part above £250 million. The minimum annual fee payable to the New Investment Adviser will be £645,000.
The New Investment Advisory Agreement will take effect on the Effective Date subject to Shareholder approval of Resolution 1.
Full details of the New Investment Advisory Agreement, including details of annual fees, performance fees and other arrangements, are set out in Part 3 of this document. Taken together, the proposed shareholding acquisition by Tarncourt and the equity-settled performance fee arrangements are intended to ensure close alignment between the New Investment Adviser's incentives and long-term Shareholder outcomes.
3.3 Existing Investment Manager and Existing Investment Adviser
The Existing Investment Management Agreement and the Existing Investment Advisory Agreement will terminate on the Effective Date without any compensation payable by the Company to the Existing Investment Manager or the Existing Investment Adviser.
The administration of the Company will continue to be undertaken by Ocorian Administration (Guernsey) Limited.
3.4 New Investment Policy and strategy
The appointment of the New Investment Adviser is intended to support the implementation of the Company's New Investment Policy, as set out in Part 2 of this Circular. The New Investment Adviser will seek to generate long-term capital growth through active management of the Company's existing investments, including MMI, together with the selective deployment of the Company's cash resources and, over time, proceeds from the realisation of legacy investments into new investment opportunities.
Management of existing investments and MMI
In the near term, the New Investment Adviser will focus on continued active ownership of the Company's existing portfolio. In relation to MMI, this will include maintaining oversight through the FDA approval process, supporting the commercialisation strategy and assisting with capital planning and fundraising. While the Company expects to continue to support MMI's funding requirements, the Board and the New Investment Adviser are mindful of the risks associated with excessive concentration and funding reliance.
Consistent with the New Investment Policy, the Company does not expect to provide more than approximately 25% of any material growth fundraising undertaken by MMI, with the aim that the balance is provided by sector-specialist financial investors and/or strategic partners (although third party funding cannot be guaranteed). Tarncourt Asset Management believes that this approach should help preserve the Company's equity interest and influence while, over time, reducing concentration risk.
An update on MMI is provided below in paragraph 7 of this Part 1.
3.5 Tarncourt's experience and investment approach
Tarncourt Asset Management intends to apply the investment philosophy developed through Tarncourt's management of proprietary capital, adapted as appropriate to the Company's investment objective, risk framework and governance requirements. Relevant experience includes the following:
Roadside Real Estate plc
· Business overview: Roadside Real Estate plc (Roadside) is an AIM-quoted company focused on the ownership, development and aggregation of UK roadside operational real estate assets, specifically petrol filling stations and associated convenience retail sites.
· Strategic repositioning and execution: under the leadership of Charles Dickson, the Company was repositioned from a legacy real estate vehicle into a focused roadside and fuel-oriented operational real estate platform. This repositioning included Roadside's first acquisition under the revised strategy, supported by a strengthened senior management team.
· Value creation and market impact: the successful execution of the revised strategy has been reflected in a material improvement in market perception, liquidity and valuation over time, including the progressive institutionalisation of the shareholder register, demonstrating experience of driving strategic change and long-term value creation within an AIM-quoted company.
Cambridge Sleep Sciences Limited
· Business overview: Cambridge Sleep Sciences Limited (CSS) is a UK-based sleep technology company developing proprietary digital therapeutics designed to improve sleep quality, with applications across consumer health and wellness markets.
· Investment and partial exit: Roadside Real Estate plc originally invested £2.7 million in CSS in March 2020. In March 2024, Roadside completed a partial sale of a 10% equity interest in CSS for cash consideration of £6.0 million, implying an equity valuation for CSS of approximately £60 million at that time.
· Contracted exit and value realisation: following the partial disposal, Roadside retained a significant minority interest in CSS and subsequently entered into binding arrangements providing for the realisation of a minimum of £48 million from the disposal of its remaining shareholding, subject to agreed terms and conditions. Taken together with the completed partial sale, this represents a material uplift on the original capital invested and demonstrates experience of executing staged exits and delivering significant value realisation from earlier-stage investments.
Verso Biosense Limited
· Business overview: Verso Biosense Limited (Verso Biosense, formerly VivoPlex) is a UK medical technology company developing implantable biosensor platforms designed to capture continuous physiological data to support diagnostics and treatment in women's and reproductive health.
· Founding, funding and development: VivoPlex was introduced to the Dickson family in 2015 through contacts at the University of Southampton, from which the underlying technology originated. The Dickson family formed VivoPlex alongside the academic founders and provided early-stage funding to support the commercialisation of the technology and development of a novel medical device. In 2018, the company completed a £3.0 million Series A funding round, led by the Dickson family.
· Clinical and regulatory progression: Verso Biosense has completed clinical studies generating continuous physiological data from uterine environments and has pursued regulatory approvals for UKCA and CE marking for its uterine monitoring platform. The company continues to work with healthcare professionals and institutions to expand its clinical trial programme and support future regulatory submissions and commercialisation pathways.
· Relevance to the Company: This investment demonstrates experience in originating, funding and supporting a regulated medical technology business through fund-raising, clinical development, regulatory engagement and long-term commercialisation planning, experience that is directly relevant to the clinical, regulatory and capital-raising challenges associated with MMI.
Apache Capital Partners Limited
· Business overview: Apache Capital Partners Limited (Apache) is a UK-based real estate investment manager specialising in the build-to-rent ("BTR") sector, established to originate, develop and manage large-scale residential rental assets on behalf of institutional investors.
· Platform formation and growth: Charles Dickson was a co-founder of Apache and was involved in the establishment and scaling of the platform, including the creation of long-term joint venture structures with institutional investors. Apache has grown to manage several billion pounds of assets under management, supported by capital from major UK and international institutional investors, and has delivered a substantial portfolio of completed and pipeline BTR schemes across the UK.
· Relevance to the Company: This experience demonstrates the ability to originate and scale an investment platform, raise and manage third-party institutional capital, structure long-term partnerships and deliver complex assets over extended investment horizons, experience that is relevant to capital strategy, governance and long-term value creation within the Company.
Deployment of capital and diversification
Alongside the management of existing investments, the New Investment Adviser will seek to deploy capital into new investments across private and public markets, primarily in the UK and Europe, where it believes intrinsic value is not fully reflected in current valuations. Investments are expected to be value-oriented and assessed with a strong emphasis on downside protection and risk-adjusted returns.
Investments may include equity, debt or other instruments, including structured instruments such as convertibles where appropriate. Over time, and subject to market conditions and the availability of suitable opportunities, the New Investment Adviser expects that the Company's portfolio will become more diversified, although this is expected to occur gradually and cannot be guaranteed.
Active ownership and legacy realisations
The New Investment Adviser intends to adopt an active ownership approach, engaging constructively with investee companies to influence strategy, capital allocation and governance where appropriate, without assuming day-to-day operational control. The Company is also expected to seek to exit remaining sub-scale legacy investments as opportunities arise, recycling capital into higher-conviction investment opportunities in line with the New Investment Policy.
Further details of the New Investment Policy and strategy are set out in Part 2 of this document.
3.6 Adoption of New Articles to include a continuation vote
It is proposed that, conditional upon Shareholder approval of the Resolutions and with effect from the Effective Date, the Articles will provide for Shareholders to be given the opportunity to vote periodically upon the continuation of the Company.
Accordingly, at the annual general meeting of the Company after the earlier of (i) three years from the Effective Date and (ii) 18 months following the realisation of all, or substantially all, of the Company's investment in MMI, an ordinary resolution will be proposed to Shareholders for the continuation of the Company. If the resolution is passed, a similar resolution will be proposed at every third annual general meeting thereafter. If any such resolution is not passed, the Directors shall formulate proposals to be put to the Shareholders to reorganise, reconstruct, or wind up the Company and return excess cash to Shareholders.
Further details of the new continuation votes are set out under "Life of the Company" in Part 2 of this document.
A draft of the proposed New Articles (showing the full terms of the changes proposed to be made to reflect the above) may be inspected at the registered office of the Company, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 4LY, during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this Circular up to and including the date of the Extraordinary General Meeting and at the place of the Extraordinary General Meeting for at least 15 minutes before and during the Extraordinary General Meeting.
Should Resolution 1 be passed but Resolution 2 not be passed, the Board will provide Shareholders with a further opportunity to vote on the adoption of a like mechanism for the continuation of the Company at a future general meeting.
4. Benefits of the Proposals
The Board believes, having taken into account the views of certain Shareholders and the Existing Investment Manager, that the Proposals are in the best interests of the Company and its Shareholders as a whole, and should deliver the following principal benefits:
· allowing the Fund to continue to actively manage its investment in MMI until FDA approval of Reset® (expected in 2028 or 2029) and access to the US market is forthcoming, which the Board believes would be the optimal time to seek to realise some or all of its investment in MMI;
· the engagement of the New Investment Adviser should enable it to assist with the investment requirements and commercialisation of MMI through its sector experience and contact network;
· the cash resources of the Company will continue to be proactively managed and invested to enhance shareholder value and liquidity during the time to realise all, or substantially all, of the value of the MMI Investment;
· addressing the retirement of the Fund's Existing Investment Manager, providing an orderly transition to the New Investment Adviser and New Investment Manager with a new strategy that also aims to constructively influence outcomes for the benefit of Shareholders;
· the New Investment Policy and strategy will seek to reduce the concentration of the Fund's portfolio, thereby reducing risk and relative cost;
· enabling the Company to continue as a quoted company on AIM, aiding liquidity and longer term prospects for Shareholders;
· a management and advisory fee structure designed to bring alignment, capital appreciation and returns for Shareholders;
· the introduction of periodic continuation votes enhances Shareholder oversight and control over the future of the Company;
· the New Investment Policy and strategy is expected, over time, to improve share liquidity and broaden the Company's investor base; and
· flexibility for the continued return of capital through a share buyback programme at appropriate times.
The Board believes that the appointment of Tarncourt Asset Management as the New Investment Adviser is particularly appropriate given its experience supporting businesses with significant growth potential through regulatory and commercial inflection points, together with its disciplined approach to capital allocation, active ownership and alignment of interests with Shareholders.
5. Conditions to the Proposals
The Proposals are subject to Shareholder approval at the EGM, although approval of Resolution 1 to adopt the New Investment Policy is not conditional upon the approval of Resolution 2 to adopt the New Articles. However, Resolution 2 is conditional upon Resolution 1 being passed.
On the Effective Date, the New Investment Management Agreement and the New Investment Advisory Agreement will become unconditional and therefore the Proposals will take effect. Updates will be provided via a Regulatory Information Service announcement.
In the event that the necessary Shareholder approval is not received in a timely manner or at all, the Board will retain the services of the Existing Investment Manager and Existing Investment Adviser in the short-term and will look to source alternative arrangements for the management of the Company's investments and strategy, or will otherwise consult with Shareholders as to the future direction of the Company, bearing in mind the status of MMI.
6. Costs of the Proposals
The costs and expenses incurred by the Company to implement the Proposals are estimated to amount to approximately £300,000.
7. Status of the current portfolio of investments of the Company
Morphic Medical, Inc.
Morphic Medical Inc. owns Reset®, the world's first medical device focused on treating the root cause of obesity and type 2 diabetes. The Company owns approximately 97.8% of its fully diluted issued share capital.
Patient recruitment in the USA for the pivotal FDA study for Reset® is accelerating. Last month, two further procedures were carried out in Miami and seven patients are scheduled for February 2026. The FDA has also recently agreed to a change to the study protocol, which will speed up patient recruitment.
Due to the data collected so far from over 200 studies on safety, efficacy and durability, in Germany, NUB status (the reimbursement and pricing of innovative in-patient drugs and devices) has been awarded following a rigorous assessment by the German hospital and reimbursement system and reflects recognition that Reset® is supported by a substantial and growing body of clinical evidence and research, demonstrating both clinical relevance and therapeutic potential. The designation enables hospitals in Germany to apply for supplementary reimbursement for the use of Reset® while broader reimbursement pathways in other countries continue to be evaluated.
To satisfy future demand for Reset®, MMI has now agreed terms with its contract manufacturers to start manufacturing Reset® at scale.
MMI remains in discussions with several potential investors, including some large, multi-national medical device companies. Whilst there can be no certainty at this stage, the directors of MMI believe that any such investment may be at a premium to the Company's current carrying value of MMI. Recently, MMI presented at MedInvest, New York and has received further expressions of interest.
As the Company announced on 14 November 2025, recognising MMI's potential to deliver substantial additional shareholder value, the Board believes that the optimal time to seek to realise its investment in MMI would be following FDA approval and access to the US market, which is expected in 2028 or 2029.
MMI expects to appoint Dr Terri Cooper as a Non-Executive Director. Dr Cooper is a recognised life sciences healthcare expert, with more than 35 years' experience working globally across public and private sectors with complex industry, business, technology, DEI, brand-building and regulatory imperatives. This includes leading Deloitte's global healthcare sector and building the firm's Life Sciences R&D practice. Dr Cooper is the board chair for Verso Biosense, the vice board chair for the Classical Theatre of Harlem, sits on the advisory boards of the USTA Foundation and EnrichedHQ and is a Trustee at LifeArc. She holds a PhD in pharmacology from the University of London.
Allied Minds plc
Allied Minds is an IP commercialisation company primarily focused on early-stage company development within the technology sector. Following cancellation of its London Stock Exchange listing in November 2022, its board's strategic priority has been to manage the existing investments through to orderly exit and return surplus cash to shareholders.
Allied Minds now holds two investments which the Existing Investment Manager believes are capable of generating investment returns: Federated Wireless (a US-based SaaS company serving the telecom sector, which is commercialising the shared and unlicensed spectrum for 4G and 5G wireless systems) and Orbital Sidekick (a US-based company developing capabilities in aerial and space-based hyperspectral imaging and analytics).
Federated Wireless is expecting to have delivered 36% year-on-year recurring revenue growth for 2025, for full-year revenues of c.$19m, and gross margins of 61%, with the business being EBITDA and cash-flow positive. Market share has increased materially to 77%, up from around 50% at the start of the year, supported by strong execution and cost discipline.
By contrast, Orbital Sidekick has struggled to attract credible acquisition interest or funding despite a modest bridge round, and the Board now expects limited or no value recovery.
At the Allied Minds level, the cost base has been reduced dramatically to c.$400k annually, providing an expected two years of cash runway and aligning with a targeted Federated Wireless exit in 2027.
The Company has been an investor in Allied Minds since 2018, owning 18.2% of its issued share capital. The latest audited valuation of Allied Minds shows net assets of $38.7 million. The Fund's share would equate to approximately £5.25 million. Reflecting a liquidity discount, the Fund has a carrying value for Allied Minds of £3.8 million.
Sigma Broking Limited
Sigma comprises three separate broking divisions: it is a member of the London Metals Exchange, has a wealth management business and has a 50% interest in Novum Investment Management, a provider of solutions to UK pension schemes. Sigma has publicly disclosed that it is in advanced discussions to sell its broking business.
Should this disposal be made, the Fund is expecting either a cash return from Sigma or a potential sale of its shareholding, which represents 8.6% of Sigma's issued share capital and has a carrying value of £4.95 million.
Sutton Harbour Group plc
Sutton Harbour is quoted on the AIM market and owns and operates Sutton Harbour in Plymouth, Devon, as well as an adjacent marina. It also has a property portfolio comprising revenue generating car parks, Plymouth fisheries, a portfolio of tenanted investment properties and land with development potential.
Sutton Harbour's strategy to create value through the profitable development of sites under its ownership has been hampered by economic factors undermining the viability of new building. It has progressively reduced bank borrowing through the disposal of selected properties, though this has in turn reduced the income earning asset base. The current economic environment does not favour new development. The Fund has made its views clear to management that Sutton Harbour should be sold, so that bank debt of £18 million could be substantially reduced or virtually eliminated. The Existing Investment Manager believes that Sutton Harbour marina is an extremely attractive, cash generating asset.
Sutton Harbour has a net asset value per share of 24.2p, yet its share price currently trades at 4.5p. The Fund's carrying value is based on the bid price, giving a valuation of the Fund's holding of £559,000.
8. Returns, dividends and repurchase of Ordinary Shares
As the New Investment Policy is predominantly to seek returns through capital appreciation and reinvestment, the Directors do not intend to commence the payment of dividends or other distributions in the immediate future. However, the Directors may, in the future, consider the payment of dividends, or other methods of returning capital to Shareholders, when, in the view of the Directors and having taken into account the Company's working capital needs, investment policy and the investment opportunities then available to the Company, the Company is able to do so. In addition, the payment of any such dividends or distributions will be subject to the solvency test prescribed by the Companies Law.
More specifically, in the event that there is a material realisation of investments by the Company, including a material secondary sell down of the Company's stake in MMI, or if there is a primary fundraising for MMI with other investors that, in the Board's view, leaves the Company with material excess cash, the Board will assess whether a distribution to Shareholders of a portion of that cash is in the best interests of the Company and its Shareholders and, if so, will consider the most appropriate mechanism for returning such capital at the relevant time.
The Board intends to maintain the ability to repurchase the Company's shares in the market where it considers such purchases to be in the best interests of Shareholders. The Company's share buyback programme expired on 15 March 2026 and the Board's current expectation is that it will continue to maintain the flexibility of a buyback programme subject to prevailing conditions.
Purchases made under the buyback may only be made at prices below the estimated NAV per Ordinary Share based on the last published NAV as at the date of the purchase and when the Ordinary Shares trade at a discount to the NAV of more than 20%.
There is no guarantee that a renewed 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 programme under circumstances that it deems to be appropriate and in accordance with relevant law and regulation.
9. Purchase of Ordinary Shares by Tarncourt
Tarncourt has discussed the potential acquisition of approximately 1,645,930 Ordinary Shares from the Existing Investment Manager. It is intended that such acquisition would be effected following the publication of this Circular and prior to the Extraordinary General Meeting, at the prevailing mid-market price per Ordinary Share.
Following completion of such purchase, if made, the Existing Investment Manager would hold approximately 563,518 Ordinary Shares, representing approximately 0.94% of the Total Voting Rights (assuming no other sales), and Tarncourt would hold approximately 1,645,930 Ordinary Shares, representing approximately 2.76% of the Total Voting Rights.
10. Extraordinary General Meeting
At the end of this Circular, you will find the Notice of EGM, convening an Extraordinary General Meeting of the Company, which is to be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 4LY at 9.30 a.m. on 22 April 2026, at which two Resolutions will be proposed:
· Resolution 1 relates to the adoption of the New Investment Policy. This Resolution will be proposed as an ordinary resolution and therefore the passing of such Resolution will require a more than 50% majority of the votes cast in person or by proxy. The passing of Resolution 1 is necessary for the appointment of the New Investment Adviser and the New Investment Manager.
· Resolution 2 (which is conditional on Resolution 1 being passed) relates to the adoption of the New Articles. This Resolution will be proposed as a special resolution and therefore the passing of such Resolution will require a more than 75% majority of the votes cast in person or by proxy. Should Resolution 1 be passed but Resolution 2 not be passed, the Board will provide Shareholders with a further opportunity to vote on the adoption of a like mechanism for the continuation of the Company at a future general meeting. However, the appointment of the New Investment Adviser and the New Investment Manager will still proceed at the Effective Date.
A draft of the proposed New Articles (showing the full terms of the changes proposed to be made) may be inspected at the registered office of the Company, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 4LY, during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this Circular up to and including the date of the Extraordinary General Meeting and at the place of the Extraordinary General Meeting for at least 15 minutes before and during the Extraordinary General Meeting.
The full text of the Resolutions to be proposed at the Extraordinary General Meeting is set out in the Notice of EGM at the end of this Circular.
The implementation of the Proposals will require the approval of the Resolutions. If Resolution 1 is not passed then the Proposals will not proceed as Resolution 2 is conditional upon the passing of Resolution 1. However, if only Resolution 1 is passed, the adoption of the New Investment Policy (and therefore the appointment of the New Investment Manager and the New Investment Adviser) will proceed but the New Articles will not be adopted.
Part 2
1. Investment Objective
The Company's Investment Objective from the Effective Date will be to seek to generate capital growth in excess of the FTSE All-Share Total Return Index over the long term (being a period of at least five years), through the active management of its existing investments, including MMI, and the selective deployment of existing cash and, in due course, proceeds from the realisation of portfolio investments into new opportunities across private and public markets.
2. Investment Policy
The New Investment Adviser will seek to identify and recommend value-oriented opportunities for the Company with downside protection across private and public markets, enabling the Company to take positions that allow it to constructively influence outcomes for the benefit of Shareholders. Investments will primarily focus on businesses headquartered or principally based in the UK and Europe, while exceptional opportunities elsewhere may also be considered.
The Company's net assets are currently concentrated in MMI, with cash held to fund its future capital requirements, alongside a small residual portfolio of legacy investments (Sutton Harbour, Sigma Broking, and Allied Minds) that are expected to be realised over time. Deployment of cash will be carefully managed to support both the funding needs of MMI, including using the New Investment Adviser's network to assist with capital raising, and the selective acquisition of new investments in line with the Investment Objective.
Investments will generally be made in private and public companies and may include equity, debt, or other instruments that provide the Company with flexibility to pursue attractive risk-adjusted returns. Decisions will be long-term and value-driven, reflecting intrinsic value, operational progress, and realisation potential. It is expected that the New Investment Adviser will engage actively with portfolio companies, supporting management constructively, but will not assume day-to-day operational control or routinely take board seats.
Over time, a gradual diversification away from MMI is expected as new investments are identified, cash is deployed, and proceeds from the realisation of legacy investments are recycled. Given the track record of Tarncourt, it is expected that there will be a sector bias towards the technology and life sciences sectors, although exceptional opportunities elsewhere may also be considered.
It is expected that in the medium term, following the realisation of MMI and the reinvestment of cash received, the majority of the Company's Net Asset Value will be invested in approximately five to 10 high conviction positions, and a further one to five smaller holdings.
The Company will not apply fixed holding periods, but generally will typically aim to deliver an exit on investments within three to five years. Exit decisions will be based on value realisation and the assessment of alternative uses of capital.
Investment restrictions
The Company will observe the following investment restrictions:
· Geography: investments will primarily be in companies headquartered or principally based in the UK and Europe. Opportunities outside these regions will only be considered with Board approval.
· Sector: investments will not be made in companies primarily engaged in extractive industries (e.g., mining, oil, gas).
· Asset type: the Company will not invest directly in real estate/property assets.
· Company stage: the Company will not typically invest in pre-revenue businesses.
· Control: the Company will not typically take day-to-day operational control of investee companies and will generally not occupy board seats, albeit may do so if circumstances require.
· Derivatives: derivatives will not be used for speculative purposes. Hedging may be employed on a limited basis solely to manage risk efficiently.
· Borrowing: it is not expected that the Company will use borrowings to finance investments or leverage returns.
· Liquidity and cash management: the Company will maintain sufficient liquidity to meet operational needs and the funding requirements of existing investments, including MMI, as further detailed in paragraph 3.4 of Part 1. It is expected that cash will be invested gradually to reduce concentration in MMI and that proceeds from the other legacy investments (Sutton Harbour, Sigma Broking, Allied Minds) will be recycled into new investments.
· Downside protection: investments will be structured to limit downside risk, with careful assessment of potential losses relative to expected returns. The New Investment Adviser will seek to identify opportunities where downside protection can be built in through terms, covenants, targets, consultation, or other mechanisms.
· Speculative activity: the Company will not engage in short-term trading, market timing, or speculative activity outside its Investment Objective.
· Cross-holdings: the Company will not typically invest in other investment companies or funds.
· ESG and regulatory considerations: the Company will not knowingly invest in businesses with material ESG or regulatory compliance risks.
The Board may adopt more specific internal risk parameters from time to time but will not consider these to form part of the formal Investment Policy.
Returns
It is expected that returns will be achieved predominantly through the capital appreciation of the Company's portfolio of investments and the Board currently intends that the net proceeds of any realisations in the Company's portfolio will be reinvested in line with the Company's New Investment Policy. Accordingly, new investments made after the Effective Date are expected to be held for the medium to long-term, subject to changes at investee companies that may accelerate a capital return.
Cash management activities
Pending investment or other deployment, the Company may hold cash or near-cash assets without restriction. The Company intends to manage excess liquidity in a prudent manner, which may include deposits with approved institutions, money market funds or short-dated UK government securities. The New Investment Manager will oversee cash management in accordance with the Company's overall risk framework.
Risk management
The Company's risk framework will be overseen by the Board with advice from the New Investment Manager. Concentration risk will be monitored and the Company does not anticipate any near-term liquidity concerns given current cash levels and the expected rate of deployment into new opportunities.
The existing investment in MMI will be managed down as a proportion of NAV over time, although this is expected to take place gradually and will be subject to value and funding considerations, noting that FDA approval of MMI's Reset® product is expected in either 2028 or 2029.
Valuations of unquoted or complex investments will be supported by external valuers where appropriate, including instances where the New Investment Adviser or its principals have existing investments in the relevant entity.
The New Investment Manager will maintain responsibility for overseeing internal controls and risk reporting in accordance with applicable regulatory requirements.
In the short term, any drawdown in the Company's NAV is expected to be driven primarily by movements in the valuation of MMI, as it currently represents a significant proportion of the Company's NAV. As the proportion of NAV represented by MMI is expected to reduce over time through realisations and the deployment of capital into new investments, the Board anticipates that the Company's exposure to valuation-driven drawdown risk will moderate over time, although concentration risk is expected to remain material until such time as diversification is achieved.
The New Investment Adviser intends to adopt a range of investment structures and techniques aimed at seeking to limit downside risk, particularly in respect of larger or more concentrated positions. These may include the use of selective convertible instruments, structured equity investments with preferential terms, and contractual arrangements designed to provide a degree of downside protection. Such measures are intended to help manage risk while maintaining exposure to potential upside, although there can be no assurance that they will be effective in all circumstances.
Conflicts of interest and time management
Any investment opportunity identified by the New Investment Adviser or its principals and employees that falls within the Company's stated investment criteria must be made available to the Company for consideration.
Where the New Investment Adviser, Tarncourt or its principals have an existing investment in a private company that may represent a suitable opportunity for the Company, such opportunity must be valued independently, either by an external valuer or through a bona fide investment by an unrelated third-party investor committing material capital. Any such related investment will require approval by the Board.
The New Investment Adviser will allocate appropriate time and attention to the Company. The principals of the New Investment Adviser will be actively engaged with portfolio companies, providing guidance and support to influence outcomes constructively for the benefit of Shareholders.
Co-Investment
With the consent of the Board, the New Investment Adviser and its principals may co-invest alongside the Company where such arrangements are considered to align interests and do not give rise to unacceptable conflicts. Any such co-investment by the Company will be made on the same economic terms as those offered to the New Investment Adviser or its principals. The Company's investment will take priority for realisation of co-investments.
Changes to Investment Policy and strategy
Pursuant to Rule 8 of the AIM Rules for Companies no material change will be made to the investing policy without the approval of Shareholders given in a general meeting of the Company.
3. Life of the Company
The Directors consider that Shareholders should have a regular opportunity to consider the continuation of the Company. Accordingly, the Company is proposing Resolution 2 at the EGM to adopt the New Articles to reflect this principle. Assuming the passing of Resolution 2, an ordinary resolution for the continuation of the Company will be proposed for consideration by Shareholders at the annual general meeting of the Company after the earlier of:
· 18 months from the realisation of all, or substantially all, of the Company's investment in MMI; and
· three years from the Effective Date.
If such resolution is not passed, the Directors shall formulate proposals to be put to the Shareholders to reorganise, reconstruct, or wind up the Company and return excess cash to Shareholders. If the resolution is passed, a similar resolution will be proposed at every third annual general meeting thereafter.
4. Investment process
It is expected that potential investment opportunities will be sourced principally through the networks and sector experience of Charles Dickson and Simon Hicks, the principals of Tarncourt. Opportunities may arise through direct approaches, industry relationships, corporate advisory channels and the broader network of specialist advisers and other professionals associated with Tarncourt. This approach reflects Tarncourt's experience in identifying, growing and realising value in both private and public businesses.
The level of due diligence undertaken will be proportionate to the size, nature and complexity of each potential investment. The Company may engage specialist advisers, sector experts and appoint non-executive directors and other third parties to support investment appraisals. Investment recommendations of the New Investment Adviser will be subject to approval of the New Investment Manager and, where required, the Board.
Following investment, the New Investment Adviser will actively engage with portfolio companies. The frequency and intensity of interaction will be tailored to the Company's shareholding, the strategic importance of the investment, and the needs and stage of development of the business. Engagement is expected to be regular and may be much more frequent where circumstances warrant. The New Investment Adviser will seek to constructively influence strategic and operational outcomes - supporting management, providing guidance, leveraging networks, and facilitating access to capital.
Capital allocation and exit decisions will be assessed on an ongoing basis, taking into account anticipated time horizons, key value drivers, and any additional funding requirements.
The above description of the investment process in this paragraph 3 is indicative only and does not form part of the Company's New Investment Policy.
|
Publication of this Circular
|
31 March 2026 |
|
Latest time and date for receipt of appointment of proxy
|
9.30 a.m.on 20 April 2026 |
|
Extraordinary General Meeting
|
9.30 a.m. on 22 April 2026 |
|
Announcement of results of EGM
|
22 April 2026 |
|
New Investment Policy expected to become effective and New Investment Manager and New Investment Adviser expected to be appointed |
by 30 April 2026 |
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.
Latest directors dealings
- 26 minutes ago GSK
- 26 minutes ago 3i Group
- 1 hour ago M&G
- 1 hour ago AJ Bell
- 1 hour ago Pembroke Vct B