23 November 2018
Crystal Amber Fund Limited
(the “Companyâ€)
Results of Annual General Meeting
The Company announces that at its Eleventh Annual General Meeting held earlier today, all ordinary resolutions (Resolutions 1 to 9) set out in the Notice of AGM dated 13 September 2018 (the “Noticeâ€) were duly passed.
At the same AGM noted above, the following Special Resolutions were also passed:
Resolution 10
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 2019 (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 11
THAT the Directors be and are hereby empowered, in accordance with the rights contained in the Company’s Articles of Association, 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 2019, 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 12
THAT, conditional on Resolution 11 above having been passed, the Directors be and are hereby empowered, in accordance with the rights contained in the Company’s Articles of Association and in addition to and without prejudice to the power granted by Resolution 11 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 2019,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 in accordance with Section 42 of the Law the Articles of Association (the “Articlesâ€) of the Company be and are hereby amended by the deletion of the current Article 36 which states as follows:
“Duration
36.1 At the annual general meeting of the Company to be held following the seventh anniversary of the admission of the Company’s ordinary shares to listing and trading on AIM (the Company’s launch) the Company will cease unless an Extraordinary Resolution will be proposed that the Company continue as constituted. A similar resolution will be proposed at every second annual general meeting of the Company thereafter. If the Extraordinary Resolution to continue is not passed at any of those meetings, the Directors shall formulate proposals to be put to the shareholders to reorganize, reconstruct, or wind up the Company.â€
and that it be replaced with a new Article 36 as follows:
“Duration
36.1 At the annual general meeting of the Company to be held following the seventh anniversary of the admission of the Company’s ordinary shares to listing and trading on AIM (the Company’s launch) an Extraordinary Resolution will be proposed that the Company cease to continue as constituted. If the resolution is not passed, a similar resolution will be proposed at every second annual general meeting of the Company thereafter up to (but not including) the annual general meeting of the Company to be held following the thirteenth anniversary of the Company’s launch. If the resolution is passed at any of those meetings, the Directors shall formulate proposals to be put to the shareholders to reorganise, reconstruct, or wind up the Company. At the annual general meeting of the Company to be held following the thirteenth anniversary of the Company’s launch an Extraordinary Resolution will be proposed that the Company continue as constituted. If the resolution is passed, a similar resolution will be proposed at every second annual general meeting thereafter. If the resolution is not passed at any of those meetings, the Directors shall formulate proposals to be put to the shareholders to reorganise, reconstruct, or wind up the Company.â€
The amended Articles will shortly be available on the Company’s website http://crystalamber.com/home
The breakdown of voting percentages for each resolution (on a total votes cast basis) follows:
For | Against | |
Resolution 1 |
99.99% |
0.01% |
Resolution 2 | 83.47% | 16.53% |
Resolution 3 | 83.47% | 16.53% |
Resolution 4 | 99.99% | 0.01% |
Resolution 5 | 99.99% | 0.01% |
Resolution 6 | 99.99% | 0.01% |
Resolution 7 | 100% | 0% |
Resolution 8 | 100% | 0% |
Resolution 9 | 99.96% | 0.04% |
Resolution 10 | 100% | 0% |
Resolution 11 | 99.99% | 0.01% |
Resolution 12 | 99.99% | 0.01% |
Resolution 13 | 99.99% | 0.01% |
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 not counted towards the proportion of votes ‘for’ or ‘against’ a Resolution.
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 |