Legal Notice
Please click the 'ACCEPT' button at the bottom of this page if the following terms and conditions are acceptable. We will remember your selection for 30 days.



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Limited, Crystal Amber Asset Management (Guernsey) Limited nor Crystal Amber Advisers (UK) LLP shall be liable for any out of date information.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. 
Please note: If you are unable to proceed after clicking the 'ACCEPT' button above, you will need to enusre cookies are enabled on the browser you are using. Crystal Amber will not store or use any personal information we obtain from you, the use of a cookie is used to ensure your acceptance of this disclaimer.
Stewardship Code Crystal Amber Fund Limited (“Crystal Amber” or the “Company”) and the UK Stewardship Code

June 2016

Crystal Amber is an activist fund registered in Guernsey and listed on AIM on 17th June 2008. This document seeks to demonstrate how its activist investment and research philosophy complements the UK Stewardship Code published by the Financial Reporting Council in July 2010 and revised in September 2012 (the “Code”). The Code’s seven principles, and how and to what extent Crystal Amber incorporates them into its investment process, are described below.

Principle 1
Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities.

Crystal Amber is an activist fund which aims to identify and invest in undervalued companies and, where necessary, take steps to enhance their value. As part of its responsibilities Crystal Amber considers and submits votes on all investee company shareholder resolutions. The scope and details of Crystal Amber’s monitoring of companies includes matters such as strategy, performance, risk, capital structure and corporate governance, including compensation. Whilst the Company applies the Code’s principles insofar as they complement its responsibility and investment objective, policy and strategy as set out on the Crystal Amber web-site and in the Crystal Amber listing documents, it believes a formalistic approach to engagement, or to any investment issue, may limit Crystal Amber’s ability to pursue its goals prudently and flexibly.

Activist Process

Crystal Amber originates ideas from its screening processes and its network of contacts, including its shareholders. Companies are valued with focus on their replacement value, cash generation ability and balance sheet strength. During the process, the Company’s goal is to examine the company both 'as it is' and under the lens of 'as it could be' to maximise shareholder value. Investments are normally made after an initial engagement, which in some cases may have been preceded by the purchase of a modest position in the investee company, to allow Crystal Amber Advisers (UK) LLP (the “Investment Adviser”) to meet the company as a shareholder. Engagement includes dialogue with the company chairman and management, and normally also several non-executive directors, as it builds a network of knowledge around our holdings. Site visits are undertaken to deepen our understanding and, where appropriate, independent research is commissioned. Investee company annual general meetings are often attended to maintain close contact with the board and other stakeholders.

For most portfolio holdings, Crystal Amber strives to develop an activist angle and aims to contribute to the companies' strategy. Where value is hidden or trapped, the Company looks for ways to release it. The activist approach in some cases requires long holding periods, which facilitate effective engagement. Most of Crystal Amber’s activism takes place in private, but it is willing to make its concerns public when appropriate. The response of management and boards to its suggestions has generally been encouraging. Crystal Amber remains determined to ensure that its investments deliver their full potential for all shareholders, and is committed to engage to the degree required to achieve this.

The opportunities for engagement with management are supported by a continued improvement in the corporate governance of UK listed companies, and the positive perception of active ownership in government reports such as the Kay Review. Amongst under-researched or misunderstood UK small and mid-cap companies, the opportunities to deliver gains by focusing on shareholder value are promising.

A core element of the Company’s stewardship approach is engaging with investee companies and exercising voting rights. The Company believes that voting at general meetings can be an important tool to promote best practices in corporate governance. First and foremost, it seeks to vote all proposals in accordance with the best interests of its shareholders. The Company believes that strong corporate governance at the companies in which it invests — most notably oversight by an independent board of qualified directors — best serves Crystal Amber’s shareholders’ interests. Further information on the Company’s voting approach is provided later in this document.

This statement, which is available on Crystal Amber’s website and upon request, serves as public disclosure of how the Company approaches the Code.

Principle 2
Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship, which should be publicly disclosed.

Crystal Amber’s approach to conflicts of interest is outlined in its listing Documents. The Company maintains clear policies on matters of potential conflict that may arise in interacting with investee companies, including such areas as outside employment or directorships by Crystal Amber directors, members of Crystal Amber Asset Management (Guernsey) Limited (the “Investment Manager”) and members of the Investment Adviser and the giving and acceptance of gifts and other items of value. Any conflicts of interest are declared and recorded in the Company’s records and managed accordingly which may include, for example, seeking independent legal advice on how best to manage that conflict. It is Crystal Amber’s duty to act in the best interest of its shareholders.

Principle 3
Institutional investors should monitor their investee companies.

Rigorously monitoring the companies in which Crystal Amber decides to invest is an integral part of its investment approach. When monitoring companies the Company will:

• keep abreast of the investee company’s performance;
• Keep abreast of developments, both internal and external to the investee company, that drive its value and risks;
• satisfy itself that the investee company’s leadership is effective;
• satisfy itself that the investee company’s board and committees adhere to the spirit of the UK Corporate Governance Code, including through meetings with the chairman and other board members;
• consider the quality of the investee company’s reporting; and
• attend the General Meetings of investee companies in which the Company has a major holding, where appropriate and practicable.

The Company will consider carefully explanations given for departure from the UK Corporate Governance Code from investee companies and make reasoned judgements in each case. It will provide a timely explanation to the investee company, in writing where appropriate, and will enter a dialogue if they do not accept Crystal Amber’s position. Crystal Amber will endeavour to identify at an early stage issues that may result in a significant loss in investment value in investee companies. Appropriate members of the investee company’s board or management will be made aware of any concerns.

Crystal Amber may at certain times during engagement with its investee companies be willing to become an insider. Crystal Amber expects investee companies and their advisers to ensure that information that could affect its ability to deal in the shares of the company concerned is not conveyed to Crystal Amber without prior agreement from the Company. In circumstances where Crystal Amber is willing to become an Insider, it will follow its Insider Policy.

Principle 4
Institutional investors should establish clear guidelines on when and how they will escalate their stewardship activities.

Once an investment has been made, the Investment Adviser will typically begin an engagement process by meeting with the management and/or the board of the investee company prior to presenting the changes it seeks to make in respect of the investee company to the management and/or board. The Investment Adviser usually adopts a pro-active attitude presenting a range of initiatives. Depending on the reaction of the investee company three principal potential scenarios typically evolve:

(a) in the event the investee company reacts positively by accommodating the Investment Adviser’s requests, it will monitor the implementation of the changes, await the changes to be reflected in the market value of the investee company and then potentially exit and realise a gain;
(b) if the investee company reacts negatively, a range of actions will be considered to press changes on the investee company; and
(c) if the investee company adopts a neutral attitude, discussions will continue until the nature of the engagement turns either positive or negative.

Crystal Amber will also escalate its stewardship activities when it has concerns about the investee company’s strategy, performance, governance, remuneration or approach to risks, including those that may arise from social and environmental matters.

Initial discussions will take place on a confidential basis. However, if investee companies do not respond constructively, then Crystal Amber may escalate the intervention by:
• holding additional meetings with management specifically to discuss concerns;
• expressing concerns through the company’s advisers;
• meeting with the chairman or other board members;
• intervening jointly with other institutions on particular issues;
• making a public statement in advance of General Meetings;
• submitting resolutions and speaking at General Meetings; and
• requisitioning a General Meeting, in some cases proposing to change board membership.

Principle 5
Institutional investors should be willing to act collectively with other investors where appropriate.

Crystal Amber will act collectively with other investors where we consider doing so is likely to advance Crystal Amber and its shareholders best interests, is consistent with Crystal Amber’s policies and is permitted under applicable laws and regulations.

Principle 6
Institutional investors should have a clear policy on voting and disclosure of voting activity.

Crystal Amber will seek to vote all shares held and will only support the investee company board if it is in the best interests of Crystal Amber’s shareholders. Each proposal will be considered on a case by case basis. If Crystal Amber has been unable to reach a satisfactory outcome through active dialogue then it will register an abstention or vote against the resolution. In both instances, Crystal Amber will inform the company in advance of their intention and the reasons why. Crystal Amber does not utilise the services of proxy voting or other voting advisory services. Crystal Amber does not lend stock.

Principle 7
Institutional investors should report periodically on their stewardship and voting activities.

Crystal amber maintains a clear record of its stewardship activities and keeps records of its voting decisions, maintaining an audit trail of votes cast and the basis for its votes. Crystal Amber accounts to its shareholders as to how it has discharged its stewardship responsibilities through its Annual Audited Financial Statements and if appropriate its Interim Statements and its quarterly investment commentary.

Transparency is an important feature of effective stewardship, however Crystal Amber will not make disclosures that might be counterproductive. Confidentiality in specific situations may well be crucial to achieving a positive outcome.