Source - LSE Regulatory
RNS Number : 0707G
Crystal Amber Fund Limited
20 November 2020
 

20 November 2020

 

Crystal Amber Fund Limited

(the "Company" or the "Fund")

 

Results of Annual General Meeting

 

The Company announces that at its Thirteenth Annual General Meeting held earlier today, all ordinary resolutions (Resolutions 1 to 10) set out in the Notice of AGM dated 22 September 2020 (the "Notice") were duly passed.

 

Special Resolutions 11 to 13 required a 75% majority of votes cast. Resolutions 12 and 13 were duly passed. Resolution 11 secured votes of 74.97% in favour, and therefore did not pass. The full text of the Special Resolutions is noted below.

 

The breakdown of voting percentages for each resolution (on a total votes cast basis) follows:


Total Votes For

Total % For

Total Votes Against

Total % Against

Total Votes Withheld*

 

Resolution 1

55,398,141

100

0

0

0

Resolution 2

31,662,887

74.979

10,566,127

25.021

13,169,127

Resolution 3

42,457,927

76.641

12,940,214

23.359

0

Resolution 4

55,398,141

100

0

0

0

Resolution 5

42,198,254

99.950

21,000

0.050

13,178,887

Resolution 6

42,218,254

99.998

1,000

0.002

13,178,887

Resolution 7

42,218,254

99.998

1,000

0.002

13,178,887

Resolution 8

55,398,141

100

0

0

0

Resolution 9

29,286,800

69.352

12,942,214

30.648

13,169,127

Resolution 10

31,650,627

57.133

23,747,514

42.867

0

Resolution 11

31,645,127

74.967

10,567,127

25.033

13,185,887

Resolution 12

37,442,754

88.686

4,776,500

11.314

13,178,887

Resolution 13

34,650,132

82.080

7,565,122

17.920

13,182,887

 

Discretionary votes received were voted in favour of a Resolution and are counted in the proportion of votes 'for'. 

 

*Votes withheld are not included as a vote withheld is not a vote in Law and is therefore not counted towards the proportion of votes 'for' or 'against' a Resolution.

The Board notes the diversity of votes received in relation to Resolutions 2, 3, 9, 10 and 11. As regards Resolution 2 in respect of Board remuneration, the Board notes that the overall level of director remuneration was lower than in the previous year. In addition, the Board advises that there will be no increases in the coming year. As regards Resolution 3, the Fund's auditor, KPMG, proved the most competitive when the Fund's audit was tendered in 2017 but the Fund acknowledges that KPMG has been in situ for more than a decade, which is considered by some proxy advisory services not to be best practice. The Board intends therefore to re-assess the tendering process.  As regards Resolution 9, the Board believes that the share buy-back authority provides the potential to enhance net asset value. The Board has very recently consulted widely with shareholders as regards the merits of share buy-backs. As regards Resolution 10, since the authority granted in 2017, and following consultation with and support from the Fund's then largest investors, the Fund has to date created and gifted 750,000 shares to more than two dozen separate charities. Over that time, these share issues have diluted the issued share capital by less than one per cent. on a cumulative basis. Despite Resolution 10 being passed, the directors recognise that more recently, the shareholder base has changed significantly and consequently, the directors have decided that in recognition of the views articulated by newer shareholders, the Fund will suspend future share issues to charities at this time.

 

Resolution 11

THAT the Directors of the Company be and are hereby empowered to exercise all powers of the Company to allot, issue, grant rights to subscribe for, or to convert any security into, shares in the Company up to the maximum permitted under the London Stock Exchange's AIM market regulations, being up to 33% of the issued share capital of the Company, which authority shall expire at the conclusion of the next annual general meeting of the Company to be held in 2021 (unless previously varied, revoked or renewed by the Company in general meeting) or, if earlier, at close of business on the date falling 18 months from the passing of these resolutions, save that the Company may before such expiry make an offer or agreement which grants rights to subscribe for or allows the conversion of any security into ordinary shares or would or might require shares to be allotted and issued after such expiry and the Board may grant rights to subscribe for ordinary shares, consent any security into ordinary shares, or allot and issue ordinary shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Resolution 12

THAT the Directors be and are hereby empowered, in accordance with the rights contained in the Company's Articles of Incorporation, to allot and issue ordinary shares wholly for cash and/or to sell ordinary shares from Treasury wholly for cash, on a non pre-emptive basis, provided that this power shall be limited to the allotment, issue or sale of up to the aggregate number of ordinary shares of the Company as represent less than 10 per cent. of the number of ordinary shares of the Company already admitted to trading on the London Stock Exchange's AIM market for listed securities immediately following the passing of this resolution and shall expire at the conclusion of the next annual general meeting of the Company to be held in 2021, save that the Company may, before such expiry, make an offer which would or might require ordinary shares to be allotted, issued or sold after such expiry and the Directors may allot, issue or sell ordinary shares in pursuance of such offer.

 

Resolution 13

THAT, conditional on Resolution 12 above having been passed, the Directors be and are hereby empowered, in accordance with the rights contained in the Company's Articles of Incorporation and in addition to and without prejudice to the power granted by Resolution 12 above, to allot and issue ordinary shares wholly for cash and/or to sell ordinary shares from Treasury wholly for cash, on a non pre-emptive basis, provided that this power shall be limited to the allotment, issue or sale of an additional number of ordinary shares of the Company that, in aggregate, represent less than 10 per cent. of the number of ordinary shares of the Company already admitted to trading on the London Stock Exchange's AIM market for listed securities immediately following the passing of this resolution and shall expire at the conclusion of the next annual general meeting of the Company to be held in 2021, save that the Company may, before such expiry, make an offer which would or might require ordinary shares to be allotted, issued or sold after such expiry and the Directors may allot, issue or sell ordinary shares in pursuance of such offer.

 

For further enquiries please contact:

 

Crystal Amber Fund Limited

Chris Waldron (Chairman)

Tel: 01481 742 742

 

Allenby Capital Limited - Nominated Adviser

David Worlidge/Liz Kirchner

Tel: 020 3328 5656

 

Winterflood Securities - Broker

Joe Winkley/Neil Langford

Tel: 020 3100 0160

 

Crystal Amber Advisers (UK) LLP - Investment Adviser

Richard Bernstein

Tel: 020 7478 9080


 

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