Legal Notice
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MATERIALS ON THIS WEBSITE ARE MADE AVAILABLE BY CRYSTAL AMBER FUND LIMITED FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE NOT DIRECTED AT, NOR ARE THEY INTENDED FOR USE BY, PERSONS LOCATED OR RESIDENT IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN.

Please read the disclaimers below carefully, as by using the Crystal Amber Fund Limited website you will be taken to have agreed to be bound by them.

Please note that the disclaimers set out below may be altered or updated. You should read them in full each time you visit this website.

The information on this website may change from time to time and this website may not be kept up to date. Neither Crystal Amber Fund Limited, Crystal Amber Asset Management (Guernsey) Limited nor Crystal Amber Advisers (UK) LLP shall be liable for any out of date information.

Any person viewing this website certifies that: (i) they are not located in the United States and are not a U.S. person (as such terms are defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")) and (ii) they are not located in Canada, Australia, South Africa or Japan.

For the purposes of clarification, the documents and information presented on this website are solely for information purposes and nothing contained in these website pages constitutes or forms part of any offer, or any solicitation of any offer, or any inducement, advertisement or promotion, in relation to: (i) any securities, investments, products or services in any jurisdiction or (ii) any prospective contract with Crystal Amber Fund Limited or any other company. The information provided and the fact of its distribution shall not form the basis of, or be relied upon in connection with, any contract, commitment or investment decision. The information contained within this website does not constitute financial, professional or investment advice. If you are in any doubt you should consult your own independent financial adviser, stockbroker, solicitor, accountant or other professional adviser.

Past performance is no guide to the future. The value of investments and the income from them may go down as well as up and investors may not get back the full amount they originally invested. The information herein has been obtained from sources believed to be reliable but no representation or warranty is given or may be implied that they are accurate or complete.

Viewing information on this site or otherwise receiving information in relation to Crystal Amber Fund Limited may not be lawful in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view this information. A person who wishes to view this site must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so. If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials please exit the website.

Access to electronic versions of the various materials presented at this website is being made available in good faith and for information purposes only. Any person seeking access to this site represents and warrants to Crystal Amber Fund Limited that they are doing so for information purposes only. Making press announcements and other information available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in Crystal Amber Fund Limited anywhere in the world. Further, it does not constitute a recommendation by Crystal Amber Fund Limited, Crystal Amber Asset Management (Guernsey) Limited, Crystal Amber Advisers (UK) LLP or any other person to sell or buy securities in Crystal Amber Fund Limited or otherwise. These materials do not constitute an invitation or advice to underwrite, subscribe for, or otherwise acquire or dispose of, securities in Crystal Amber Fund Limited.

Any securities or related instruments of the Crystal Amber Fund Limited discussed or referred to in the materials on this website have not been, and will not be, registered under the Securities Act, or under the securities legislation of any state of the United States. Accordingly, any such securities may not, directly or indirectly, be offered, sold pledged or otherwise transferred, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as such terms are defined in Regulation S under the Securities Act) unless the securities are registered under the Securities Act and the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act") or exemptions from the registration requirements of the Securities Act and the Investment Company Act are available. Any securities or related instruments of the Crystal Amber Fund Limited discussed or referred to in the materials on this website have not been recommended by any U.S. federal or state securities commission or regulatory authority nor have any such authorities confirmed the accuracy or adequacy of the various materials presented on this website. Any representation to the contrary is a criminal offence in the United States. Hedging transactions involving such securities may not be conducted unless in compliance with the Securities Act.

The Fund is not incorporated in the UK and the rights of shareholders may be different from the rights of shareholders in a UK incorporated company. 
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Terms Dividend Policy
The Company’s current focus is on long-term capital growth and the reinvestment of capital into existing and new investment opportunities. As a result, the Board does not currently intend to commence the payment of regular dividends in the immediate future.

The Board may, however, consider future capital returns or distributions where appropriate, particularly following material investment realisations or where excess cash exists beyond the Company’s operational and investment requirements. Any such distributions would be assessed in the context of market conditions, liquidity, investment opportunities and the long-term interests of Shareholders.

Fee Structure
The Company has appointed Tarncourt Asset Management as Investment Adviser and Global Fund Management Services Limited (“GFM”) as Alternative Investment Fund Manager (“AIFM”).
The Investment Adviser receives an annual advisory fee based on the Company’s market capitalisation:

  • 1.0% per annum up to £150 million
  • 0.8% per annum between £150 million and £250 million
  • 0.7% per annum above £250 million

Performance Fees
The Company’s performance fee structure has been designed to align the Investment Adviser’s incentives closely with long-term shareholder value creation while distinguishing between legacy assets, the Company’s investment in Morphic Medical (“MMI”), and new investments made under the revised strategy.

For performance fee purposes, the portfolio is divided into three separate pools:

  • MMI Investment Pool – comprising the Company’s investment in Morphic Medical
  • New Investment Pool – comprising new investments and capital deployed following the appointment of Tarncourt Asset Management
  • Legacy Investment Pool – comprising existing legacy holdings excluding MMI

No performance fee is payable in respect of the Legacy Investment Pool.

The New Investment Pool is subject to a performance fee of 15% of returns generated above an 8% non-compounding annual hurdle rate, subject to a high watermark mechanism. During the initial period ending 30 June 2027, uninvested cash within this pool will instead use the Sterling Overnight Index Average (“SONIA”) as the hurdle benchmark.

The MMI Investment Pool is subject to a lower performance fee of 10%, also subject to an 8% non-compounding hurdle rate and high watermark provisions. Performance fee eligibility for MMI is deferred until 1 July 2028 unless a material realisation occurs before that date, in which case a reduced 5% fee may apply. This structure reflects the Company’s existing ownership position in MMI while incentivising the Investment Adviser to maximise long-term value creation through regulatory approval, commercialisation and strategic execution.

The performance fee structure also incorporates downside alignment mechanisms. Any underperformance within the New Investment Pool can offset performance fees otherwise payable in respect of MMI, ensuring that overall remuneration remains linked to broader portfolio performance rather than a single asset outcome.

Performance fees are ordinarily settled within three months of the relevant performance period end and are intended to be paid primarily in Ordinary Shares rather than cash in order to further align the Investment Adviser with long-term shareholder outcomes.

  • Where the Company’s shares are trading at a premium to Net Asset Value (“NAV”), performance fees will generally be settled entirely in new Ordinary Shares issued at the latest published NAV per share, subject to the Investment Adviser being permitted to elect for a limited cash element to meet tax liabilities.
  • Where the Company’s shares are trading at a discount to NAV, performance fees will generally be settled as a 50/50 combination of cash and Ordinary Shares, with the cash component expected to be used by the Investment Adviser to purchase Company shares in the market within 12 months, subject to a price cap at the latest published NAV.

Any shares issued or acquired in settlement of performance fees will be subject to a three-year staged lock-up arrangement, with one-third released on each anniversary of issue or acquisition over the three-year period.

Share Buybacks & Capital Returns
The Board intends to retain flexibility to undertake share buybacks where it believes this is in the best interests of Shareholders and where the Company’s shares trade at a material discount to Net Asset Value.

In addition, following significant investment realisations, including any future monetisation of the Company’s investment in Morphic Medical, the Board will consider appropriate mechanisms for returning excess capital to Shareholders.

Continuation Votes
The Company has adopted a continuation vote mechanism to provide Shareholders with regular opportunities to review the future of the Company.

The first continuation vote under the revised structure will take place at the annual general meeting following the earlier of:

  • three years from the effective date of the new investment strategy; or
  • 18 months following the realisation of all, or substantially all, of the Company’s investment in Morphic Medical.

    • If approved, continuation votes will then be held every three years thereafter.