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Fund Limited, Global Fund Management Services Limited nor Tarncourt Asset Management Limited shall be liable for any out of date information.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, Global Fund Management Services Limited, Tarncourt Asset Management Limited 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 Investment Adviser is entitled to an annual advisory fee equal to:

  • 1.00% per annum of the Company’s market capitalisation up to £150 million;
  • 0.80% per annum on that part of the Company’s market capitalisation above £150 million and up to £250 million; and
  • 0.70% per annum on that part of the Company’s market capitalisation above £250 million.

The fee is applied incrementally, accrues monthly and is payable quarterly.

Each monthly accrual is calculated by reference to the Company’s month-end market capitalisation, being the number of Ordinary Shares in issue excluding Treasury Shares multiplied by the closing mid-market share price on the last Business Day of that month.

The minimum advisory fee is £645,000 per annum.

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:

  • the MMI Investment Pool, comprising the Company’s investment in Morphic Medical Inc.;
  • the New Investment Pool, comprising uninvested cash and investments and reinvestments made following the appointment of the Investment Adviser using such cash or proceeds from investment realisations, including proceeds from legacy investments; and
  • the Legacy Investment Pool, comprising investments held at the time of the Investment Adviser’s appointment other than MMI.

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

New Investment Pool
The performance fee in respect of the New Investment Pool is 15% of the excess return for the relevant performance period.

The applicable hurdle is 8% per annum on a non-compounding basis, except that for uninvested cash during the period ending 30 June 2027, the non-compounding Sterling Overnight Index Average (“SONIA”) rate applies.

The performance fee is also subject to a high watermark.

The first performance period runs from the Investment Adviser’s appointment until 30 June 2027 and subsequent performance periods are assessed annually to 30 June.

MMI Investment Pool
Eligibility for a performance fee in respect of the MMI Investment Pool commences from 1 July 2028, unless the MMI investment is realised in whole or in part before that date.

From 1 July 2028, the performance fee is 10% of the adjusted MMI excess return, applying an 8% per annum non-compounding hurdle and a high watermark.

If there is a realisation of the MMI investment in whole or in part before 1 July 2028, the applicable performance fee rate is 5%.

Any such fee is assessed and settled at the end of the annual period following the realisation by reference to the combination of realised proceeds and the NAV of any remaining interest in MMI.

Any negative excess return from the New Investment Pool for the same period is deducted when calculating the adjusted MMI excess return and can therefore reduce, but not below zero, a performance fee otherwise payable in respect of MMI.

Settlement of Performance Fees
Performance fees are ordinarily settled within three months of the end of the relevant performance period:

entirely in new Ordinary Shares, issued at the latest published NAV, where the Ordinary Shares are trading at a premium to NAV, although the Investment Adviser may elect to receive sufficient cash to meet associated tax liabilities; or where the Ordinary Shares are trading at a discount to NAV, as a 50/50 combination of cash and new Ordinary Shares issued at the latest published NAV. The cash element is required to be used to purchase Ordinary Shares within 12 months, subject to the applicable NAV price cap.

Shares issued or acquired in settlement of performance fees are subject to a three-year lock-up, with one-third released after each of the first, second and third anniversaries.

  • 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 considers such purchases to be in the best interests of Shareholders.

Purchases under a share buyback programme may only be made at prices below the estimated Net Asset Value per Ordinary Share, based on the latest published NAV, and where the Ordinary Shares trade at a discount to NAV of more than 20%.

There is no guarantee that any share buyback programme will be implemented in full or that any purchases will be made, and the Company may suspend or terminate a programme where it considers this appropriate.

Following a material realisation of investments, including any future material realisation of the Company’s investment in Morphic Medical Inc., the Board will also consider whether a return of excess capital to Shareholders is appropriate and, if so, the most appropriate mechanism for doing so.

Continuation Votes
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 date on which the new Investment Policy became effective.

If the continuation resolution is not passed, the Directors will formulate proposals to reorganise, reconstruct or wind up the Company and return excess cash to shareholders.

If the continuation resolution is passed, a similar resolution will be proposed at every third annual general meeting thereafter.