• by  • March 15, 2016 • Crystal Amber

    Crystal Amber Fund Limited

    Interim Results for the period ended 31 December 2015

    The Company announces its interim results for the six months ended 31 December 2015.

    Highlights:

    • Net asset value (“NAV”) per share fell 7.3 per cent over the six-month period to 155.9p per share at 31 December 2015. Including the dividend paid in August 2015, NAV total return per share over the six months ended 31 December 2015 was -5.9 per cent.  Over the 2015 calendar year, NAV rose 2.1 per cent and NAV total return per share was 3.7 per cent.
    • Net realised gains over the six months to 31 December 2015 were £3.1 million.
    • Dividends of 2.5p per share were paid in August 2015 and February 2016, in line with the revised dividend policy announced in December 2014.
    • Continued engagement with the Fund’s main investee companies, particularly Grainger plc, Hurricane Energy plc and Pinewood Group plc.
    • Significant positive contributions to NAV from Dart Group plc, STV Group plc and Leaf Clean Energy Company.
    • The Fund continued its share buyback programme as part of its discount management policy. Over the six months to 31 December 2015, the shares traded at an average 0.7 per cent premium to NAV.
    • After the period end, the 6.1 million shares held in treasury were sold at NAV.
    • In February 2016 Pinewood Group plc announced a strategic review to evaluate ways to maximise value.
    • Following the Fund’s request to Grainger plc for a strategic review, the outcome was announced in January 2016. The Fund’s active engagement is continuing.

    William Collins, Chairman of Crystal Amber Fund, comments:

    “In the six months to 31 December 2015, we intensified our engagement with our main investee companies and this resulted in significant progress toward realisation of value in some of our biggest holdings, progress which we expect to continue in 2016.  Though market conditions have been and remain challenging, the Fund will continue to focus on predominantly asset backed special situations and our activist approach which has proved its effectiveness. The Fund continues to maintain a cautious stance, undertaking portfolio hedging as insurance against a significant fall in markets.

    Enquiries

    Crystal Amber Fund Limited
    William Collins (Chairman) Tel: 01481 716 000
    Allenby Capital Limited – Nominated Adviser
    David Worlidge/James Thomas Tel: 020 3328 5656
    Numis Securities Limited – Broker
    Nathan Brown/Hugh Jonathan Tel: 020 7260 1426
    Crystal Amber Advisers (UK) LLP – Investment Adviser
    Richard Bernstein Tel: 020 7478 9080

    Chairman’s Statement

    I hereby present the interim results of Crystal Amber Fund Limited (“the Company” or “the Fund”), for the six months to 31 December 2015 (“the period”).

    Over the period, net asset value (“NAV”) per share fell 7.3 per cent to an unaudited 155.9p per share at 31 December 2015 (168.26p at 30 June 2015). Total return over the period, including the dividend paid, was -5.9 per cent. This compares to a total return of -2.0 per cent for the FTSE All Share Index and -0.9 per cent for the Numis Smaller Companies Index. Over the 2015 calendar year, the Fund’s total return was 3.7 per cent, which compares to a total return of 1.0 per cent for the FTSE All Share and 8.8 per cent for Numis Smaller Companies Index.

    The economic backdrop was one of fragile recovery in advanced economies, led by the US, and slowdown and uncertainty in emerging markets, led by China. Geopolitical instability in the Middle East triggered a refugee and humanitarian crisis. The Eurozone continued to experience problems, although there were signs of economic recovery. The US Federal Reserve’s first interest rate rise for seven years did not improve confidence, and falling oil and metal prices added to nervousness about global economic prospects.  The Fund’s outlook and portfolio positioning remained cautious, with portfolio hedging in place as insurance against a significant fall in markets.

    At 31 December 2015, the Fund held £13.7m cash, equivalent to 13.8p per share or 8.8 per cent of NAV. Cash and accrued income amounted to 14.8p per share, 9.5 per cent of NAV; this gives the Fund scope to take advantage of new investment opportunities.

    The discount management policy continued, with further share buybacks. The Fund’s share price traded at an average premium to NAV of 0.7% over the period. During the period, 250,000 shares were purchased into treasury at an average cost of 156.85 pence, with a total of 295,000 shares held in treasury being sold during the period at an average price of 171.56 pence. After the period end, the 6,118,486 shares held in treasury were sold at NAV.

    The Fund continues to purchase FTSE put options as insurance against a significant market sell-off. The net cost of these options amounted to 1.9 per cent. of NAV over the period to 31 December 2015. From the period end to 29 February 2016, these options contributed 0.3 per cent. to NAV or 0.5p per share.

    The new dividend policy announced in December 2014 aims to distribute income and net realised gains from investments.  In keeping with the policy, a dividend of 2.5p per share in respect of the six months ended 30 June 2015 was paid on 14 August 2015 and an interim dividend of 2.5p per share in respect of the six months ended 31 December 2015 was paid on 19 February 2016, making a total of 5p per share for the 2015 calendar year.  Based on the NAV at 31 December 2015, this represents a dividend yield of approximately 3.2 per cent.

    William Collins

    Chairman

    14 March 2016

    Investment Manager’s Report

    Strategy and performance

    During the period, the Fund continued to engage closely with the boards of its major holdings.

    At 31 December 2015, equity holdings represented 90.5 per cent of net assets.  Cash reserves at the period end were £13.7 million, and cash and accruals amounted to £14.7 million (14.8p per share).

    The table below lists the top ten holdings at 31 December 2015, with the performance contribution of each during the six month period.   The main positive contributions came from Dart Group plc (2.8 per cent), Leaf Clean Energy Co. (2.0 per cent) and STV Group plc (1.4 per cent).  Negative contributions over the period included Hurricane Energy PLC (-3.4 per cent), which has been affected by the continuing weakness of oil prices, and, outside the top ten holdings, from Tribal Group plc (-3.2 per cent).

    Net realised gains for the period were £3.1 million. This compares with £6.6 million for the six months ended 31 December 2014 and £24.4 million for the year ended 30 June 2015 including an £8.7 million gain on its holding in Aer Lingus and £7.5 million on its holding in Thorntons as announced on 8 September 2015, following the takeovers of these companies. While the Fund continues to work towards realising value from all its holdings, the timing of realisations is naturally uneven.

    Top ten holdings Pence per share Percentage of investee equity held Total return over the period Contribution to NAV performance
    Grainger plc 35.6 3.4% 2.7% 0.6%
    STV Group plc 15.0 6.9% 18.5% 1.4%
    Dart Group plc 14.9 1.6% 49.9% 2.8%
    Leaf Clean Energy Co. 14.1 29.9% 31.1% 2.0%
    Pinewood Group plc 10.9 4.1% -4.6% -0.3%
    Hurricane Energy plc 10.0 14.6% -38.8% -3.4%
    Sutton Harbour Holdings plc 9.1 29.3% -11.4% -0.7%
    Coats Group plc 8.8 2.4% -4.8% -0.2%
    Hansard Global plc 5.1 3.1% 23.3% 0.5%
    NBNK Investments plc 4.7 28.2% 4.8% 0.0%
    Total of ten largest holdings 128.2
    Other investments 12.9
    Cash and accruals 14.8
    Total NAV 155.9

    Investee Companies

    Grainger plc (“Grainger”)

    Grainger is the UK’s largest listed residential property owner and manager.  Since our initial engagement we have urged the board to streamline the business, cut its administration costs and reduce the quantum and cost of debt. In July 2015 we requested that Grainger carry out a strategic review.

    During the period, Grainger sold its stake in a German joint venture and announced its intention to sell its wholly-owned German portfolio. It also refinanced its UK syndicated bank debt, reducing its cost and extending its maturity, and implemented management changes, following which it now has a new chief executive officer and finance director.

    After the end of the period, on 4 January 2016, Grainger announced the exchange of contracts, subject to regulatory approval, to sell its Equity Release division on or before 30 May 2016 for an estimated gross consideration of £325 million, comprising £175 million cash and the transfer to the buyer of £150 million debt. Grainger said the sale would significantly reduce its financial and operational costs.

    On 28 January 2016 Grainger announced the outcome of its strategy review, which includes plans to reduce overheads through a streamlined structure, exit non-core development assets and reduce financing costs with a target of 4 per cent cost of debt. It also announced plans to invest over £850 million by 2020 into the private rented sector to drive the growth of rental income and dividends.

    The Fund welcomes and supports Grainger’s actions to streamline the business and cut costs; however we remain concerned both with the pace and scope of cost cutting. We note that last year Grainger, with a £900 million market capitalisation, incurred administrative costs of £42 million. Mountview Estates, a company in the same sector with a market capitalisation of £450 million, incurred administrative costs of £5 million. Neither is the Fund convinced of the merits of investing £850 million into the private rental sector rather than reducing debt, particularly at the time of global financial uncertainty for asset classes.

    We continue to believe that further significant value can be realised through either a spin-off of the regulated tenancies division or a sale of Grainger.

    Pinewood Group plc (“Pinewood”)

    Pinewood’s studios are among the leading global facilities in the film industry. Against a very favourable backdrop of major film releases including the latest James Bond film, Spectre, and Star Wars Episode VII: – The Force Awakens, Pinewood’s profit after tax for the six months to June 2015 rose just £0.5 million to £4.3 million. The Fund believes that the business could be run more efficiently, that running costs are too high and that consequently profitability is below potential. The Fund commissioned its own analysis from industry experts and this concluded that operating profits at Pinewood could be increased by more than 50 per cent.

    The Fund’s Investment Adviser met the chief executive of Pinewood, Ivan Dunleavy, on 2 December 2015 and proposed to Pinewood that it would pay for management consultants to carry out work at Pinewood to recommend ways in which profitability could be improved.  In January 2016, the board of Pinewood rejected the proposal.

    The Fund believes that management incentives should be closely aligned with shareholders’ interests.  Pinewood’s chairman, Lord Grade of Yarmouth and chief executive Ivan Dunleavy, who have been in their posts since 2000, own only 17,500 shares and 177,584 shares respectively, representing a combined 0.34 per cent of Pinewood’s issued share capital.

    On 10 February 2016, after the period end, Pinewood said that management’s expectations of performance for the year to 31 March were higher than at the time of the interim results.  Pinewood’s board appointed Rothschild “to assist with a strategic review of the overall capital base and structure, which could include a sale of the company”. The Fund believes that whilst the strategic review may result in the release of value at Pinewood through a possible sale, this would have been unnecessary had management run the business more efficiently.

    At 29 February 2016 the Fund held 3.646 million Pinewood shares, equal to 6.35 per cent of Pinewood’s issued share capital, with a market value and a cost of £18.5 million and £14.4 million respectively.

    STV Group plc (“STV”)

    STV broadcasts “free to air” TV in Scotland through the Channel 3 licence, which is served by ITV in most of the UK.

    On 27 August 2015, STV reported interim results in line with expectations, and increased its dividend.  On 24 February 2016, at its preliminary results, it announced plans to launch an enhanced digital news service in March 2016.

    The Fund regards STV as the holder of a valuable franchise with opportunities to expand its production activities.  Since the period end, the Fund has increased its holding to 7.07 per cent.

    Leaf Clean Energy Company (“Leaf”)

    Leaf is an investment company focused on clean energy, largely in North America.

    We maintained frequent contact with the Leaf board during the period and are reassured by the speed and seriousness with which it has tackled the challenges it inherited.

    Since July 2014 Leaf’s strategy has been to realise its assets at appropriate times and return capital to shareholders. On 28 September 2015, Leaf reported results for the year to June 2015, including the realisation of three investments and a capital return of 5 pence per share.

    In July 2015, Leaf ‘s main investee company, Invenergy Wind, agreed a disposal of assets to Terraform Power worth $3 billion. Leaf did not consent to the disposal and in December 2015 filed a complaint seeking a payment by Invenergy to Leaf of US$126 million.  Leaf expects Invenergy to contest the complaint.

    In its 30 June 2015 annual accounts, Leaf valued its 2.3 per cent investment in Invenergy at US$95 million. This currently equates to approximately 68 pence per share which compares to Leaf’s share price as at 29 February 2016 of 37 pence. The fund holds 35.3million shares in Leaf.

    To date, Leaf has been a successful investment for the Fund and an example of unlocking shareholder value through positive engagement. We support Leaf’s board in its efforts to realise and return value.

    Hurricane Energy plc (“Hurricane”)

    Hurricane is an oil exploration company which targets naturally fractured basement rock reservoirs in the West of Shetlands area, where it has made two discoveries.

    The steep fall in the crude oil price inevitably affected Hurricane’s share price over the period; the weakness of crude prices has persisted into 2016.

    The Fund has engaged with Hurricane and supported its efforts to “farm out” its assets.

    To improve our understanding of Hurricane’s assets we commissioned independent research, which has underpinned our view of their quality and potential value.  The Fund is Hurricane’s largest shareholder and firmly believes in the intrinsic long term value of its assets.

    Since the period end, Hurricane’s chairman has been replaced, reflecting the wishes of the Fund.

    Dart Group plc (“Dart”)

    Dart is the parent group of leisure airline Jet2 and fresh produce distributor Fowler Welch.

    On 19 November 2015, Dart reported strong increases in turnover and profits for the six months to 30 September 2015. During the period Dart announced orders for a total of 30 new Boeing 737-800NG aircraft. In our view this reflects confidence in the growth of the airline operation.

    We would welcome further engagement with Dart’s board and management to provide a deeper understanding of the business and its potential.  We believe that a wider understanding of the business in the investment community would improve the shares’ rating.

    Sutton Harbour Holdings plc (“Sutton Harbour”)

    Sutton Harbour owns and operates Sutton Harbour in Plymouth’s historic old port, operates the King Point Marina and holds the lease on the 113-acre site of the former Plymouth Airport.

    On 1 December 2015 it reported increased profits for the six months to 30 September 2015 and an increase in net asset value per share from 42 pence to 43.1 pence, compared to the current share price (26.65 pence).

    Sutton Harbour supports the development of the former airport site, which could release further value.  The report of a government review into the future of the site is expected, but the date of the report is uncertain.

    The Fund continues to engage with Sutton Harbour’s board and management and supports its efforts to release value.

    Coats Group plc (“Coats”)

    Coats Group is the world’s largest supplier of thread and the second largest maker of zips and fasteners.

    It has been seeking to resolve historic pension issues, as a resolution could free Coats to use its cash more productively.  The Fund supports Coats’ board and management in these efforts.

    In November 2015, Coats announced plans to delist its shares in New Zealand and Australia in June 2016, following which the shares would trade only on the London Stock Exchange.  Over the two years to November 2015, New Zealand and Australian investors reduced their holdings from 55 per cent to 14 per cent of Coats.  We will be interested to see how the share price responds when this selling ends.

    Hansard Global plc (“Hansard”)

    Hansard provides long term savings globally from its base in the Isle of Man.

    From our initial investment in 2012 we have engaged actively with Hansard and advocated the renewal of the board and a new commercial strategy to meet demand for offshore savings products.

    Since 2013 Hansard has appointed a chief executive, a new chairman, made other management changes and completed a review of its sales strategy with expansion plans in areas such as the Middle East and Asia.  We continue to engage with the board and support its sales strategy, which we see as having potential to deliver a lower risk book of business, with potential to scale up.

    The new strategy has taken time to implement but we believe the benefits are now beginning to come through.  During the period Hansard reported encouraging business growth and increased dividends.   Following the period end, in January 2016, it reported further strong growth in new business.

    NBNK Investments plc (“NBNK”)

    NBNK was formed in 2010 to seek to build a UK retail bank, primarily by acquisition. Its board has said that if this plan did not succeed it would consider whether to return surplus funds to shareholders.  On 10 August 2015, it reported cash of £19.8 million (36.8 pence per share). This compares to a share price on 29 February 2016 of 30 pence.

    On 7 January 2016 NBNK reported that it was in discussions with target companies with “a realistic prospect for an acquisition” and extended its deadline for considering a return of funds to 11 April 2016.

    Other holdings

    Outside the top ten holdings the most significant holding with negative performance was Tribal Group plc (-3.2 per cent) and the most significant positive contributor was 4imprint Group plc (+0.5 per cent).

    Tribal Group plc (“Tribal”)

    Tribal provides student management systems to schools and colleges in the UK, Australia and elsewhere.  In March 2015 the Fund reduced its holding at 176 pence per share.

    On 19 October 2015 Tribal warned that lengthening procurement timelines at its larger customers would significantly affect operating profits. The Fund then increased its holding to 6.4 per cent, paying 67 pence per share.

    On 17 November 2015 Tribal announced board changes including a new chairman. On 14 December 2015 it issued a further profit warning and announced plans to reduce debt through a rights issue of up to £35 million (of which £30 million is underwritten) in the first quarter of 2016.

    In February a new CEO was appointed at Tribal.

    The size and pricing of the rights issue have yet to be determined. The hiatus has contributed to a substantial fall in Tribal’s share price to 44p, reducing its market capitalisation to £42 million.

    The Fund’s holding in Tribal represents approximately 1.5 per cent of net asset value.

    Activist investment process

    The Fund originates ideas mainly from its screening processes and its network of contacts, including its institutional shareholders. Companies are valued with focus on their replacement value, cash generation ability and balance sheet strength. In the process, the Fund’s goal is to examine the company both ‘as it is’ and also ‘as it could be’ to maximise shareholder value.

    Investments are typically made after an initial engagement, which in some cases may have been preceded by the purchase of a modest position in the company, which allows us to meet the company as a shareholder.  Engagement includes dialogue with the company chairman and management, and normally also several non-executive directors, as we build a network of knowledge around our holdings. Site visits are undertaken to deepen our research and where appropriate, independent research is commissioned.  We attend investee company annual general meetings to maintain close contact with the board and other stakeholders.

    Wherever possible, the Fund strives to develop an activist angle and aims to contribute to the companies’ strategy with the goal of maximising shareholder value. Where value is hidden or trapped, we look for ways to realise it. Most of the Fund’s activism has taken place in private, but the Fund remains willing to make its concerns public when appropriate. The response of management and boards to our suggestions has generally been encouraging. We remain determined to ensure that our investments deliver their full potential for all shareholders, and are committed to engage to the degree required to achieve this.

    Realisations

    Over the period net realised gains amounted to £3.1 million. The Fund realised part of its holding in 4Imprint at a profit of £2.0 million. It realised £0.9 million of profits from Leaf Clean Energy’s share redemption.

    Previous profitable exits include Aer Lingus, Thorntons, Pinewood Shepperton, Norcros, 3i Quoted Private Equity, Delta PLC, Kentz Corporation, Tate & Lyle and Chloride Group.

    Hedging Activity

    The Fund continues to purchase FTSE put options as insurance against a significant market sell-off. The net cost of these options amounted to 1.9 per cent of NAV over the period to 31 December 2015.

    Outlook

    A year ago we stated: ‘we believe that the underlying causes of the global financial crisis, including excessive debt, have not been addressed.  The key driver of asset prices has been unprecedented loose monetary policy. In our view markets remain vulnerable to significantly reduced liquidity when monetary policies normalise. Our views have not changed. Of late, markets have been weak amid renewed concerns of financial instability and growing concerns about the strength of emerging economies, particularly China.

    These issues make the global outlook uncertain and challenging. We believe that the Fund is defensively positioned and its investee companies can look to a combination of self-help and our active engagement.  Our hedging activity gives us some additional protection against a significant market sell-off. Over the period from 31 December 2015 to 29 February 2016 the options contributed 0.3 per cent to NAV or 0.5p per share.

    Crystal Amber Asset Management (Guernsey) Limited

    Investment Manager

    Condensed Statement of Comprehensive Income (Unaudited)

    For the six months ended 31 December 2015

    Six months ended 31 December Six months ended 31 December
    2015 2014
    (Unaudited) (Unaudited)
    Revenue Capital Total Revenue Capital Total
    Notes £ £ £ £ £ £
    Income
    Dividend income from listed investments 923,915 923,915 1,573,199 1,573,199
    Other income 2,226 2,226
    Fixed deposit interest 48 48
    Bank interest 10,471 10,471 2,117 2,117
    934,434 934,434 1,577,542 1,577,542
    Net gains on financial assets at fair value through profit or loss
    Equities
    Net realised gain 4 3,102,272 3,102,272 6,645,943 6,645,943
    Movement in unrealised losses 4 (8,957,963) (8,957,963) (12,822,335) (12,822,335)
    Money Market Investments
    Realised gain 4 4,217 4,217
    Movement in unrealised gains/(losses) 4 4,496 4,496 (4,190) (4,190)
    Derivative Financial Instruments
    Realised (loss)/gain 4 (190,420) (190,420) 992,190 992,190
    Movement in unrealised losses 4 (2,727,640) (2,727,640) (131,995) (131,995)
    Total income/(loss) 934,434 (8,769,255) (7,834,821) 1,577,542 (5,316,170) (3,738,628)
    Expenses
    Transaction costs 133,100 133,100 328,170 328,170
    Exchange movements on revaluation of investments (378,656) (378,656) 636,460 636,460
    Management fees 8 1,314,947 1,314,947 1,080,166 1,080,166
    Directors’ remuneration 57,500 57,500 57,408 57,408
    Administration fees 91,965 91,965 70,156 70,156
    Custodian fees 38,621 38,621 29,307 29,307
    Audit fees 10,091 10,091 9,911 9,911
    Other expenses 97,549 97,549 66,301 66,301
    1,610,673 (245,556) 1,365,117 1,313,249 964,630 2,277,879
    (Loss)/Return for the period (676,239) (8,523,699) (9,199,938) 264,293 (6,280,800) (6,016,507)
    Basic and diluted (loss)/earnings per share (pence) 2 (0.73) (9.20) (9.93) 0.35 (8.27) (7.93)

    All items in the above statement derive from continuing operations.

    The total column of this statement represents the Company’s Statement of Comprehensive Income prepared in accordance with International Financial Reporting Standards. The supplementary income return and capital return columns are presented under guidance published by the Association of Investment Companies (“AIC”).

    The Notes to the Unaudited Condensed Financial Statements below form part of these financial statements.

    Condensed Statement of Financial Position (Unaudited)

    As at 31 December 2015

    As at As at As at
    31 December 30 June 31 December
    2015 2015 2014
    (Unaudited) (Audited) (Unaudited)
    ASSETS Notes £ £ £
    Cash and cash equivalents 7,673,427 19,500,047 1,565,319
    Trade and other receivables 347,738 295,487 932,733
    Financial assets designated at fair value through profit or loss 4 137,009,952 142,663,130 112,682,338
    Total assets 145,031,117 162,458,664 115,180,390
    LIABILITIES
    Trade and other payables 227,325 6,253,178 156,057
    Total liabilities 227,325 6,253,178 156,057
    EQUITY
    Capital and reserves attributable to the Company’s equity shareholders
    Share capital 5 989,998 989,998 782,297
    Treasury shares 6 (8,972,339) (9,009,985) (4,117,527)
    Distributable reserve 111,941,615 114,181,017 82,543,503
    Retained earnings 40,844,518 50,044,456 35,816,060
    Total equity 144,803,792 156,205,486 115,024,333
    Total liabilities and equity 145,031,117 162,458,664 115,180,390
    Net asset value per share (pence) 3 155.90                168.26                      152.72

    The financial statements were approved by the Board of Directors and authorised for issue on 14 March 2016.

    Christopher Waldron                                                                          Nigel Ward

    Director                                                                                                    Director

    14 March 2016                                                                                       14 March 2016

    The Notes to the Unaudited Condensed Financial Statements below form part of these financial statements.

    Condensed Statement of Changes in Equity (Unaudited)

    For the six months ended 31 December 2015

    Share Treasury Distributable Retained earnings Total
    Notes Capital Shares Reserve Capital Revenue Total Equity
    £ £ £ £ £ £ £
    Opening balance at 1 July 2015 989,998 (9,009,985) 114,181,017 49,606,601 437,855 50,044,456 156,205,486
    Purchase of Company shares into treasury 6 (393,061) (393,061)
    Sale of Company shares from treasury 6 430,707 430,707
    Premium on sale of Company shares from treasury 75,405 75,405
    Dividends paid in the period 7 (2,314,807) (2,314,807)
    Loss for the period (8,523,699) (676,239) (9,199,938) (9,199,938)
    Balance at 31 December 2015 989,998 (8,972,339) 111,941,615 41,082,902 (238,384) 40,844,518 144,803,792
    Share Treasury Distributable Retained earnings Total
    Notes Capital Shares Reserve Capital Revenue Total Equity
    £ £ £ £ £ £ £
    Opening balance at 1 July 2014 782,297 (2,483,196) 82,926,112 41,249,276 583,291 41,832,567 123,057,780
    Purchase of Company shares into treasury (1,634,331) (1,634,331)
    Dividends paid in the period (382,609) (382,609)
    Return/(Loss) for the period 264,293 (6,280,800) (6,016,507) (6,016,507)
    Balance at 31 December 2014 782,297 (4,117,527) 82,543,503 41,513,569 (5,697,509) 35,816,060 115,024,333

    The Notes to the Unaudited Condensed Financial Statements below form part of these financial statements.

    Condensed Statement of Cash Flows (Unaudited)

    For the six months ended 31 December 2015

    Six months Six months
    ended ended
    31 December 31 December
    2015 2014
    (Unaudited) (Unaudited)
    £ £
    Cashflows from operating activities
    Dividend income received from listed investments 679,359 745,983
    Fixed deposit interest received 48
    Bank interest received 11,502 6,103
    Other income received 2,226
    Management fees paid (1,314,947) (1,080,168)
    Performance fee paid (653,962) (1,747,285)
    Directors’ fees paid (57,500) (48,271)
    Other expenses paid (247,381) (201,469)
    Net cash outflow from operating activities (1,582,881) (2,322,881)
    Cashflows from financing activities
    Purchase of Company shares into treasury (393,061) (1,634,331)
    Sale of Company shares from treasury 506,112
    Dividends paid (2,314,807) (382,609)
    Net cash outflow from financing activities (2,201,756) (2,016,940)
    Cashflows from investing activities
    Purchase of equity investments (16,855,037) (41,878,459)
    Sale of equity investments 14,722,108 42,442,053
    Purchase of derivative financial instruments (4,845,800) (3,453,005)
    Sale of derivative financial instruments 5,069,846 3,900,550
    Purchase of money market investments (6,000,000)
    Transaction charges on purchase and sale of investments (133,100) (328,170)
    Net cash (outflow)/inflow from investing activities (8,041,983) 682,969
    Net decrease in cash and cash equivalents during the period (11,826,620) (3,656,852)
    Cash and cash equivalents at beginning of period 19,500,047 5,222,171
    Cash and cash equivalents at end of period 7,673,427 1,565,319

    The Notes to the Unaudited Condensed Financial Statements below form part of these financial statements.

    Notes to the Unaudited Condensed Financial Statements

    For the six months ended 31 December 2015

    General Information

    Crystal Amber Fund Limited was incorporated and registered in Guernsey on 22 June 2007 and is governed under the provisions of the Companies (Guernsey) Law, 2008 as amended. The Company has been established to provide shareholders with an attractive total return which is expected to comprise primarily capital growth but with the potential for distributions. The Company will achieve this through the investment in a concentrated portfolio of undervalued companies which are expected to be predominantly, but not exclusively, listed or quoted on UK markets and which have a typical market capitalisation of between £100 million and £1,000 million.

    The Company was listed and admitted to trading on the Alternative Investment Market (‘AIM’), operated by the London Stock Exchange, on 17 June 2008. The Company is also a member of the Association of Investment Companies (‘AIC’).

    1.SIGNIFICANT ACCOUNTING POLICIES

    The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied throughout the current period, unless otherwise stated.

    Basis of preparation

    The interim financial statements have been prepared in accordance with the International Accounting Standard (“IAS”) 34, Interim Financial Reporting.

    The interim financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Company’s annual financial statements for the year to 30 June 2015. The annual financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”).

    The same accounting policies and methods of computation are followed in the interim financial statements as in the annual financial statements for the year ended 30 June 2015.

    The presentation of the interim financial statements is consistent with the annual financial statements. Where presentational guidance set out in the Statement of Recommended Practice (“SORP”) for Investment Trusts issued by the AIC in January 2003 (revised November 2014) is consistent with the requirements of IFRS, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP. In particular, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the total Statement of Comprehensive Income.

    The Company does not operate in an industry where significant or cyclical variations as a result of seasonal activity are experienced during the financial year. Income and dividends from investments will vary according to the construction of the portfolio from time to time.

    Going concern

    The Directors are confident that the Company has adequate resources to continue in operational existence for the foreseeable future and do not consider there to be any threat to the going concern status of the Company.

    The Directors have specifically considered the implications of the continuation vote scheduled to occur every two years on the application of the going concern basis. At the AGM held on 20 November 2015, an Extraordinary Resolution was proposed that the Company cease to continue as constituted; the resolution was not passed. Therefore the Directors conclude that there is no material uncertainty which may cast significant doubt on the ability of the Company to continue as a going concern. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

    Segmental reporting

    The Board has considered the requirements of IFRS 8 ‘Operating Segments’, and is of the view that the Company is domiciled in Guernsey and is engaged in a single segment of business, being investment mainly in UK equity instruments, and mainly in one geographical area, the UK, and therefore the Company has only one operating segment. The Board, as a whole, has been determined as constituting the chief operating decision maker of the Company. The key measure of performance used by the Board to assess the Company’s performance and to allocate resources is the total return on the Company’s Net Asset Value (“NAV”), as calculated under IFRS, and therefore no reconciliation is required between the measure of profit or loss used by the Board and that contained in these financial statements.

    2.BASIC AND DILUTED EARNINGS PER SHARE

    Basic and diluted earnings per share is based on the following data:

    Six months Six months
    ended ended
    31 December 31 December
    2015 2014
    (Unaudited) (Unaudited)
    Loss for the period £(9,199,938) £(6,016,507)
    Weighted average number of issued Ordinary Shares 92,674,999 75,916,930
    Basic and diluted earnings per share (pence) (9.93) (7.93)

    3.NET ASSET VALUE PER SHARE

    Net asset value per share is based on the following data:

    As at As at As at
    31 December 30 June 31 December
    2015 2015 2014
    (Unaudited) (Audited) (Unaudited)
    Net asset value per statement of financial position £144,803,792 £156,205,486 £115,024,333
    Total number of issued Ordinary shares (excluding treasury shares) 92,881,276 92,836,276 75,318,703
    Net asset value per share (pence) 155.90             168.26               152.72

    4.FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS

    1 July 1 July 1 July
    2015 to 2014 to 2014 to
    31 December 30 June 31 December
    2015 2015 2014
    (Unaudited) (Audited) (Unaudited)
    £ £ £
    Equity investments 130,701,056 139,350,130 111,979,688
    Money market investments 6,004,496                            –
    Derivative financial instruments 304,400 3,313,000 702,650
    137,009,952 142,663,130 112,682,338
    Equity investments
    Cost brought forward 160,110,908 125,439,328 125,439,328
    Purchases 11,492,838 126,294,308 37,822,732
    Sales proceeds (14,664,877) (118,083,952) (40,720,310)
    Net realised gain 3,102,272 26,461,224 6,645,943
    Cost carried forward 160,041,141 160,110,908 129,187,693
    Unrealised losses brought forward (20,171,543) (3,271,624) (3,271,624)
    Movement in unrealised losses (8,957,963) (16,899,919) (12,822,335)
    Unrealised losses carried forward (29,129,506) (20,171,543) (16,093,959)
    Effect of exchange rate movements (210,579) (589,235) (1,114,046)
    Fair value of equity investments 130,701,056 139,350,130 111,979,688
    Money Market investments
    Cost brought forward 1,543,438 1,543,438
    Purchases 6,000,000 20,000,000
    Sales proceeds (21,554,308) (1,547,655)
    Realised gain 10,870 4,217
    Cost carried forward 6,000,000
    Unrealised gains brought forward 4,190 4,190
    Movement in unrealised gains 4,496 (4,190) (4,190)
    Unrealised gains carried forward 4,496
    Fair value of money market investments 6,004,496
    Derivative financial instruments
    Cost brought forward 1,078,000 582,051 582,051
    Purchases 4,845,800 8,342,932 3,453,005
    Sales proceeds (4,936,340) (5,767,065) (3,900,551)
    Realised (losses)/gains (190,420) (2,079,918) 992,190
    Cost carried forward 797,040 1,078,000 1,126,695
    Unrealised gains /(losses) brought forward 2,235,000 (292,050) (292,050)
    Movement in unrealised gains/(losses) (2,727,640) 2,527,050 (131,995)
    Unrealised (losses)/gains carried forward (492,640) 2,235,000 (424,045)
    Fair value of derivative financial instruments 304,400 3,313,000 702,650
    Total financial assets designated at fair value through profit or loss 137,009,952 142,663,130 112,682,338

    At the reporting date the Company’s derivative financial instruments consisted of 2 (2014:3) FTSE 100 Index put option positions, purchased as a protection against a significant market sell-off. The following table details the Company’s positions in derivative financial instruments:

    Nominal Amount Value
    31 December 2015 £
    Derivative financial instruments
    Puts on UKX P5700 (Expiry: January 2016) 1,000 50,000
    Puts on UKX P5700 (Expiry: February 2016) 795 254,400
    1,795 304,400
    Nominal Amount Value
    30 June 2015 £
    Derivative financial instruments
    Puts on UKX P6450 (Expiry: July 2015) 800 608,000
    Puts on UKX P6700 (Expiry: July 2015) 1,000 1,975,000
    Puts on UKX P6450 (Expiry: August 2015) 500 730,000
    2,300 3,313,000

    5.SHARE CAPITAL AND RESERVES

    The authorised share capital of the Company is 300 million Ordinary shares of £0.01 each.

    The issued share capital of the Company is comprised as follows:

    31 December 2015 30 June 2015
    (Unaudited) (Audited)
    Number £ Number £
    Opening balance  98,999,762 989,998   78,229,665 782,297
    Ordinary shares issued during the period/year 20,770,097   207,701
    Allotted, called up and fully paid Ordinary shares at £0.01 each 98,999,762 989,998 98,999,762            989,998

    6.TREASURY SHARES

    Six months ended Year ended
    31 December 2015 30 June 2015
    (Unaudited) (Audited)
    Number £ Number £
    Opening balance 6,163,486         9,009,985 1,707,856     2,483,196
    Treasury shares purchased during the period/year 250,000 393,061 4,455,630 6,526,789
    Treasury shares sold during the period/year (295,000) (430,707)  –
    Closing balance 6,118,486 8,972,339  6,163,486    9,009,985

    During the period ended 31 December 2015, 250,000 (2014: 1,203,106) treasury shares were purchased at an average cost of 156.85p per share, and 295,000 (2014: Nil) treasury shares were sold at an average price of 171.56p per share.

    7.DIVIDENDS

    On 7 July 2015 the Company declared an interim dividend of £2,314,807, equating to 2.5p per Ordinary share, which was paid on 14 August 2015 to shareholders on record on the register on 17 July 2015.

    Subsequent to the period end, on 13 January 2016, the Company declared an interim dividend of £2,474,994, equating to 2.5p per ordinary share, which was paid on 19 February 2016 to shareholders on record on the register on 22 January 2016.

    8.RELATED PARTIES

    Richard Bernstein is a Director and a member of the Investment Manager, a member of the Investment Adviser and a holder of 10,000 (2014: 10,000) Ordinary Shares, representing 0.01 per cent. (2014: 0.01 per cent.) of the voting share capital of the Company at the period end.

    During the period the Company incurred management fees of £1,314,947 (2014: £1,080,166) none of which was outstanding at the period end (2014: £Nil). The Company did not accrue any performance fees during the period (2014: £Nil). Under the terms of the Investment Management Agreement between the Company and the Investment Manager, if the NAV per share at 30 June 2016 exceeds the 2016 Performance Hurdle, a performance fee will be payable to the Investment Manager. The performance hurdle represents an expected return on share capital since placing compounded at a rate of 7 per cent. up to 20 August 2013, 8 per cent. up to 27 January 2015 and 10 per cent. after that date.

    As the NAV per share at 31 December 2015 did not exceed the Performance Hurdle at that date, a performance fee has not been accrued in the interim results. In the event that, on 30 June 2016, NAV per share exceeds the 2016 Performance Hurdle, the performance fee will be an amount equal to 20 per cent. of the excess of the NAV per share at such date over the 2016 Performance Hurdle multiplied by the time weighted average number of Ordinary Shares in issue during the year ending 30 June 2016. Depending on whether the Ordinary Shares are trading at a discount or a premium to the Company’s NAV per share at 30 June 2016, the performance fee will be either payable in cash (subject to the Investment Manager being required to use the cash payment to purchase Ordinary Shares in the market) or satisfied by the sale of Ordinary Shares out of treasury or by the issue of new fully paid Ordinary Shares at the closing mid-market closing price on 30 June 2016, respectively.

    As at 31 December 2015 the Investment Manager held 4,015,606 Ordinary Shares (2014: 3,600,000) of the Company, representing 4.32 per cent. (2014: 4.60 per cent.) of the voting share capital.

    All related party transactions are carried out on an arm’s length basis.

    9.POST BALANCE SHEET EVENTS

    On 12 January 2016 the Company sold all 6,118,486 remaining treasury shares held at the period end at a price of 155p per share.

    The Company purchased 100,000 of its own Ordinary shares between the period 1 January 2016 and 15 March 2016. These shares are held as treasury shares.

    On 13 January 2016 the Company declared an interim dividend of £2,474,994, equating to 2.5p per ordinary share, which was paid on 19 February 2016 to shareholders on record on the register on 22 January 2016.

    On 5 February 2016 the Company reported that its unaudited NAV at 31 January 2016 was 148.02p per share.

    On 4 March 2015 the Company reported that its unaudited NAV at 29 February 2016 was 151.24p per share.

    10.AVAILABILITY OF INTERIM REPORT

    Copies of the Interim Report will be available to download from the Company’s website www.crystalamber.com.