7 March 2013
Crystal Amber Fund Limited
(the 'Fund' or the 'Company')
Interim results for the period ended 31 December 2012
The Company announces its interim results for the period ended 31 December 2012.
Highlights:
· Net asset value (NAV) recovers strongly in second half, delivering a 35.3 per cent growth over 2012 calendar year.
· NAV per share of 120.08p at 31 December 2012 (105.59p at 30 June 2012).
· Excellent gains across the portfolio holdings, including strong share price performances of Sutton Harbour, N Brown, Renishaw and Smith News.
· Sustained engagement with the Fund's main investments and newer holdings, including Northgate and Hansard Global.
· Buy-back of one million shares in December had the immediate effect of reducing the discount of the Fund's share price to its NAV. The Board continues to monitor the discount and will take further action as appropriate.
· Investment Manager's fee structure to be revised to reinforce the alignment of the Investment Manager's and shareholders' interests. From April 2013, investment management fees will be calculated using the lower of NAV and market capitalisation.
· Further progress in NAV since period end: at 28 February 2013, NAV per share was 124.05p.
William Collins, Chairman, commented:
"I am pleased to report a strong rise in the Fund's net asset value over the period, helped by excellent gains across the portfolio. We have continued to engage closely with our main investee companies. Most of this engagement takes place in private but we are prepared to go public where necessary. The response of managements and boards to our suggestions has generally been most encouraging."
Enquiries
Crystal Amber Fund Limited |
|
William Collins |
Tel: 01481 716 000 |
|
|
Merchant Securities Limited - Nominated Adviser |
|
David Worlidge/Simon Clements |
Tel: 020 7628 2200 |
|
|
Numis Securities Limited - Broker |
|
Nathan Brown/Hugh Jonathan |
Tel: 020 7260 1426 |
|
|
Broker Profile Limited - Stockbroker Relations Consultants |
|
Simon Courtenay |
Tel: 020 7448 3244 |
|
|
Crystal Amber Advisers (UK) LLP - Investment Adviser |
|
Richard Bernstein |
Tel: 020 7478 9080 |
|
|
I hereby present the interim results of Crystal Amber Fund Limited ("the Company" or "the Fund"), for the six month period to 31 December 2012 ("the period").
The UK economy stabilised over the final months of 2012, contributing to a positive market performance, although the economic outlook remains uncertain. In the Board's opinion, the portfolio contains a balanced mix of special situations in cyclical and defensive stocks, to which the Investment Manager is applying its active engagement strategy by advocating measures to deliver shareholder value.
Net asset value ("NAV") grew by 13.7 per cent from £63.4 million (105.59p per share) at 30 June 2012 to an unaudited £70.8 million (120.08p per share) at 31 December 2012. While the Fund's performance benefited from generally rising markets a number of holdings significantly outperformed by showing a return of over 50 per cent during the period, namely United Drug PLC, Smiths News PLC, N Brown Group PLC and Renishaw PLC. This broad-based performance enabled the Fund to emerge from the period in good shape.
Following discussions with the Investment Manager, the Board has approved a new management remuneration structure. With effect from 1 April 2013, the Investment Manager's fee will be calculated on the lower of the Fund's NAV and its market capitalisation. This arrangement reinforces the alignment of the Investment Manager's and shareholders' interests. The Board views this change as a sign of confidence by the Investment Manager in the continuing success and increasing recognition of the Fund.
During December 2012, as part of the Board's strategy to reduce the Fund's share price discount relative to its NAV, the Fund purchased one million of its own shares, which are held as Treasury shares. This modest buy-back had the immediate effect of reducing the discount. The Board continues to monitor the discount and will take further action as appropriate.
William Collins
Chairman
During the period the Fund maintained close engagement with the management of, and shareholders in, its major holdings, initiated new investments and took profits from holdings as they approached the Fund's target price.
In August, the Fund received the proceeds from the sale of its holding in Omega Insurance Holdings Limited. The positions in Norcros PLC, May Gurney Integrated Services PLC and 4imprint Group PLC were increased. New investments included Northgate PLC, Hansard Global PLC and Thorntons PLC. The Fund has reduced its positions in N Brown Group PLC, Renishaw PLC and United Drug PLC following very substantial share price appreciation.
At 31 December 2012, equity holdings represented 82 per cent of total assets. Cash reserves allow the Fund to take advantage of new investment opportunities. Some of those will have already been identified in the Investment Manager's pipeline of ideas and some are undertaken opportunistically. For example, following a profit warning in September, the Fund was able to buy back into May Gurney Integrated Services PLC at an attractive level. By 31 December 2012, this holding had generated a 0.7 per cent positive contribution to the Fund's NAV, with a gain of more than 50 per cent on the re-purchased stock.
Of the Fund's current holdings, key positive contributors to performance over the six month period have been Sutton Harbour Holdings PLC (3.7 per cent contribution), N Brown Group PLC (2.6 per cent), Smith News PLC (2.5 per cent), Renishaw PLC (2.4 per cent) and United Drug PLC (2.3 per cent ). Key detractors from performance have been JJB Sports PLC (-4.4 per cent) and TT Electronics PLC (-1.6 per cent). Among realisations or part-realisations, the key positive contributors were Renishaw PLC and N Brown Group PLC, and the main detractor was Omega Insurance Holdings Limited.
Top ten equity holdings at 31 December 2012:
|
£m |
Pence per share |
% of investee |
|
|
|
equity held |
TT Electronics PLC |
8.5 |
14.4 |
3.80% |
Sutton Harbour Holdings PLC |
7.6 |
12.8 |
27% |
Norcros PLC |
6.1 |
10.3 |
8.20% |
Devro PLC |
5.7 |
9.7 |
1.10% |
API Group PLC |
5.4 |
9.2 |
8.80% |
Northgate PLC |
4.5 |
7.7 |
1.10% |
Tribal Group PLC |
4.2 |
7.1 |
4.40% |
Smith News PLC |
4.0 |
6.8 |
1.40% |
Renishaw PLC |
2.6 |
4.4 |
0.20% |
4imprint Group PLC |
2.5 |
4.3 |
2.80% |
Other investments |
14.5 |
12.0 |
|
Total investments |
65.6 |
98.7 |
|
Cash and net current assets |
5.7 |
21.4 |
|
Total Assets |
71.3 |
120.1 |
|
Investee companies
Further comments on the operations of investments previously disclosed can be found in the Fund's 2012 Annual Report (available at www.crystalamber.com).
TT Electronics PLC ("TT")
The Fund's holding in TT has been reduced to rebalance the portfolio, and in light of weaker trading in the automotive industry. We have remained actively engaged with the company, its largest shareholders and other stakeholders.
During the period, TT exited its non-core secure power business. The disposal of UK-based Dale in August and of Mexico-based Ottomotores in November generated approximately £40 million of cash for the company, which remains predominantly un-invested. In our view, TT is in a good position to acquire complementary technology attractive to its customer base.
The Fund has publicly highlighted the vulnerability of the business to an opportunist acquirer but it remains supportive of the company's management and its focus on self-help.
Sutton Harbour Holdings PLC ("Sutton")
The positive share price performance and a more conservative valuation of the property portfolio announced in December reduced the discount of the share price to Sutton's NAV to 16.5 per cent.
The announcement of Sutton's indicative master-plan for development of the 113-acre former Plymouth airport site highlighted the long term value of its assets. The completion of lease agreements for the Millbay site in Plymouth allowed Sutton to start the development of its new King Point Marina which, in due course, will add scale to its operations.
Over the period, the Fund remained in close contact with key stakeholders and has been active in putting forward proposals to deliver value.
Devro PLC ("Devro")
Following a site visit and additional market research, we had some constructive discussions with the company's board. We urged more clarity in making the investment case for Devro, and suggested additional explanation of its opportunities for improved profitability through capital investment. Believing that the outlook for the business is favourable, our aim is to help Devro to maximise its potential and to set appropriately stretching goals for its management. We look forward to a continuation of this engagement process.
API Group PLC ("API")
Following previous board announcements, API initiated its sale process at the end of September 2012 by inviting tenders. In its November 2012 interim results, API confirmed that it was in discussions with a number of interested parties and reported an ongoing recovery in profitability, driven by normalised input costs and self-help measures.
In February 2013, after the board announced that indicative bids were below 90p, we wrote to the chairman indicating that, in our opinion, an offer at that level would not reflect the value of the company. The board confirmed its agreement with our position and the sale process was terminated resulting in a decline in the share price.
With the distraction of the sale process behind the company, we plan to work closely with its management to help improve the messaging by demonstrating the underlying value of the business and its highly cash generative operations.
Northgate PLC ("Northgate")
Northgate owns a fleet of commercial vehicles in the UK and Spain, which it rents out to a range of businesses including support services, manufacturing and construction. Its rates are higher than comparable leasing agreements or fixed term hires, and users can return vehicles at any time. To maintain high levels of utilisation, Northgate has over the last few years disposed of a significant number of vehicles through its own second-hand dealership, VanMonster.
We have previously highlighted the scope to reduce the company's cost of capital in the current low interest rate environment. Following its interim results in December, we are pleased to note that such an approach is gaining increasing credence with investors and has led to a share price re-rating. In December, the Fund reduced its holding realising a total profit of £226,000.
Renishaw PLC ("Renishaw")
Renishaw reported strong trading in July and October, beating estimates and confirming a positive outlook supported by the demand for production automation tools.
Though its metrology division revenues have low visibility, it has given improved guidance for the lossmaking healthcare division. Over the period, the Fund has significantly reduced its holding realising a total profit of £1.75 million.
Other holdings
JJB Sports PLC ("JJB")
JJB Sports warned of deterioration in trading on 9 July and of the need for an accelerated funding on 19 July. On 30 August, having failed to secure additional funding, the company was put up for sale. On 24 September, the board announced that the sale would be made through an administration process, with no value attributed to its shares.
As an investor in JJB, the Fund did its utmost over a lengthy period to help JJB's management deliver the financing and operational changes needed to repair the company's fortunes. With this investment, the Fund has learnt the limits of activism in a company in need of a fundamental turnaround.
N Brown Group PLC ("N Brown")
N Brown's share price increased 53.6 per cent over the period. The share price rise has been mainly driven by a re-rating of the stock, which closed N Brown's discount to other retailers and followed the general re-rating of the retail sector seen over 2012.
A positive trading update in October triggered a re-appraisal of N Brown's prospects, which reflect the fact that it is now generating over half of its sales online, and its prospects in the US. In our view, however, pressure on disposable income of its core customers could remain a drag on sales performance in the medium term.
The arrival of Andrew Higginson as non-executive chairman has been well received. The Fund was the first institutional investor to meet him in his new capacity. It was a positive meeting and we were pleased with the new chairman's initial thoughts on the company.
Hansard Global PLC ("Hansard")
Hansard Global is a life insurance company based in the Isle of Man and specialises in long-term savings products. It writes policies in over 170 countries via a network of more than 500 independent financial advisers. Hansard's platform funnels policyholders' savings to external fund managers. While the products are insurance policies, Hansard's liabilities are matched by its asset holdings (unit-linked products). There is little of the insurance risk associated with annuities or with-profits books of business.
Hansard is nimble in its operations and selective in its business. This strategy together with significant investment in its IT systems has delivered impressive margins, well ahead of its UK and European competitors. Its new policies have an attractive payback of around 2.5 years and an IRR in excess of 15 per cent. Despite this, an unexpected cut in the dividend disappointed investors and resulted in a sell-off. At period end, Hansard was trading at around 40 per cent discount to embedded value and generating an 8 per cent dividend yield. Since the Fund invested in Hansard, the founder, Dr Leonard Polonsky, has stepped down from his executive role. Having engaged with the senior independent director over this and other matters, we believe that Hansard is well positioned to take advantage of its growth opportunities.
Thorntons PLC ("Thorntons")
Over the period, the Fund disclosed a small position in Thorntons worth approximately £0.9m. Thorntons is a chocolate confectioner which owns a valuable brand and its factory in Derbyshire and sells via its own stores and through third party grocers. In our view, the successful development of the latter channel will transition the business from being a vertically integrated retailer towards a more profitable branded goods manufacturer.
United Drug PLC ("United Drug")
During the period, United Drug increased its earnings growth guidance on the back of strong trading in its international operations. It also announced five acquisitions for €130m, in total, which complement its two main growth platforms, sales/ marketing and packaging. The company has moved its main listing domicile from Dublin to London, which is expected to increase international investor awareness.
Throughout its holding period, the Fund has remained supportive of the management's growth strategy. In its engagement with the board, the Fund supported moving the listing to London.
Realisations
Over the period, the Fund realised a profit of £1.2m on N Brown, £0.2m on Northgate, £1.7m on Renishaw and £0.5m on United Drug. Losses of £2.5m were booked from the sale of Omega and £0.4m from the reduction of the TT Electronics stake. The Fund's accumulated net realised gain stands at £36.1m. Previous profitable exits include Pinewood Shepperton PLC, 3i Quoted Limited Private Equity, Delta PLC, Kentz Corporation Limited, Tate and Lyle PLC and Chloride Group PLC.
Hedging activity
During the period, the Fund continued its policy of purchasing derivative instruments as protection against a significant market sell-off.
Activist investment process
The Fund originates ideas mainly from its screening processes and its network of contacts, including its shareholders. Companies are assessed 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 under the lens of 'as it could be' to maximise shareholder value.
Investments are made after an initial engagement, which in some cases may have been preceded by the purchase of a modest position in the company. This position allows the Investment Adviser to meet the company as a shareholder. Engagement includes 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 the research and where appropriate, independent research is commissioned. Investee company general meetings are attended to maintain close contact with the board and other stakeholders.
For all companies in the portfolio, 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, the Fund looks for ways to realise it. Throughout the period, 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.
Outlook
Despite continued stimulatory efforts by central banks and a return to risk appetite in the markets, a sustainable economic recovery remains elusive and the outlook is uncertain. We believe that the Fund is both defensively and securely positioned, with its focus on special situation holdings less dependent upon macroeconomic recovery and more upon a combination of self-help and our active engagement.
Crystal Amber Asset Management (Guernsey) Limited
Investment Manager
For the six months ended 31 December 2012
|
|
Six months ended 31 December |
|
Six months ended 31 December |
||||
|
|
2012 |
|
2011 |
||||
|
|
Revenue |
Capital |
Total |
|
Revenue |
Capital |
Total |
|
Notes |
£ |
£ |
£ |
|
£ |
£ |
£ |
Income |
|
|
|
|
|
|
|
|
Dividend income from listed investments |
|
541,393 |
- |
541,393 |
|
630,364 |
- |
630,364 |
Director's fees received |
6 |
9,835 |
- |
9,835 |
|
26,301 |
- |
26,301 |
Fixed deposit interest |
|
- |
- |
- |
|
21,622 |
- |
21,622 |
Bank interest |
|
4,225 |
- |
4,225 |
|
8,401 |
- |
8,401 |
|
|
555,453 |
- |
555,453 |
|
686,688 |
- |
686,688 |
|
|
|
|
|
|
|
|
|
Net gains on financial assets at fair value through profit or loss |
|
|
|
|
|
|
|
|
Equities |
|
|
|
|
|
|
|
|
Realised (loss)/gain |
4 |
- |
(2,420,069) |
(2,420,069) |
|
- |
10,249,937 |
10,249,937 |
Movement in unrealised gains/(losses) |
4 |
- |
12,504,778 |
12,504,778 |
|
- |
(21,446,820) |
(21,446,820) |
Derivative Financial Instruments |
|
|
|
|
|
|
|
|
Realised loss |
4 |
- |
(991,750) |
(991,750) |
|
- |
- |
- |
Movement in unrealised gains |
4 |
- |
26,000 |
26,000 |
|
- |
- |
- |
Total income/(expense) |
|
555,453 |
9,118,959 |
9,674,412 |
|
686,688 |
(11,196,883) |
(10,510,195) |
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
Transaction costs |
|
- |
187,011 |
187,011 |
|
- |
337,956 |
337,956 |
Exchange movements on revaluation of investments |
|
- |
(161,474) |
(161,474) |
|
- |
135,558 |
135,558 |
Management fees |
6 |
637,546 |
- |
637,546 |
|
631,229 |
- |
631,229 |
Consultancy fees |
|
- |
- |
- |
|
50,000 |
- |
50,000 |
Directors' remuneration |
|
42,500 |
- |
42,500 |
|
47,500 |
- |
47,500 |
Administration fees |
6 |
38,434 |
- |
38,434 |
|
38,372 |
- |
38,372 |
Custodian fees |
|
16,687 |
- |
16,687 |
|
14,570 |
- |
14,570 |
Audit fees |
|
8,938 |
- |
8,938 |
|
9,705 |
- |
9,705 |
Other expenses |
|
70,263 |
- |
70,263 |
|
99,173 |
- |
99,173 |
|
|
814,368 |
25,537 |
839,905 |
|
890,549 |
473,514 |
1,364,063 |
(Loss)/Return for the period |
|
(258,915) |
9,093,422 |
8,834,507 |
|
(203,861) |
(11,670,397) |
(11,874,258) |
|
|
|
|
|
|
|
|
|
Basic and diluted (loss)/earnings per share (pence) |
2 |
(0.43) |
15.17 |
14.74 |
|
(0.34) |
(19.45) |
(19.79) |
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 form an integral part of these financial statements.
|
|
As at |
|
As at |
|
As at |
|
|
31 December |
|
30 June |
|
31 December |
|
|
2012 |
|
2012 |
|
2011 |
|
|
(Unaudited) |
|
(Audited) |
|
(Unaudited) |
ASSETS |
Notes |
£ |
|
£ |
|
£ |
Cash and cash equivalents |
|
5,473,113 |
|
1,959,506 |
|
7,583,577 |
Trade and other receivables |
|
227,053 |
|
337,421 |
|
208,353 |
Financial assets designated at fair value through profit or loss |
4 |
65,585,553 |
|
61,369,130 |
|
45,516,815 |
Total assets |
|
71,285,719 |
|
63,666,057 |
|
53,308,745 |
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
Trade and other payables |
|
437,502 |
|
309,586 |
|
75,917 |
Total liabilities |
|
437,502 |
|
309,586 |
|
75,917 |
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
Capital and reserves attributable to the Company's equity shareholders |
|
|
|
|
|
|
Share capital |
|
600,000 |
|
600,000 |
|
600,000 |
Treasury shares |
5 |
(1,042,761) |
|
- |
|
- |
Distributable reserve |
|
55,847,261 |
|
56,147,261 |
|
56,147,261 |
Retained earnings/(losses) |
|
15,443,717 |
|
6,609,210 |
|
(3,514,433) |
Total equity |
|
70,848,217 |
|
63,356,471 |
|
53,232,828 |
|
|
|
|
|
|
|
Total liabilities and equity |
|
71,285,719 |
|
63,666,057 |
|
53,308,745 |
|
|
|
|
|
|
|
Net asset value per share (pence) |
3 |
120.08 |
|
105.59 |
|
88.72 |
The financial statements were approved by the Board of Directors and authorised for issue on 6 March 2013.
The Notes to the Unaudited Condensed Financial Statements form an integral part of these financial statements.
|
|
Share |
Distributable |
Treasury |
Retained earnings |
|
Total |
||
|
Notes |
Capital |
Reserve |
Shares |
Capital |
Revenue |
Total |
|
Equity |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
|
£ |
Opening balance at 1 July 2012 |
|
600,000 |
56,147,261 |
- |
5,296,710 |
1,312,500 |
6,609,210 |
|
63,356,471 |
Repurchase of Company shares allocated as Treasury shares |
5 |
- |
- |
(1,042,761) |
- |
- |
- |
|
(1,042,761) |
Net realised losses on financial assets |
4 |
- |
- |
- |
(3,411,819) |
- |
(3,411,819) |
|
(3,411,819) |
Net unrealised gains on financial assets |
4 |
- |
- |
- |
12,530,778 |
- |
12,530,778 |
|
12,530,778 |
Revenue loss for the period |
|
- |
- |
- |
- |
(258,915) |
(258,915) |
|
(258,915) |
Dividends paid in the period |
7 |
- |
(300,000) |
- |
- |
- |
- |
|
(300,000) |
Transaction costs and exchange movements |
|
- |
- |
- |
(25,537) |
- |
(25,537) |
|
(25,537) |
Balance at 31 December 2012 |
|
600,000 |
55,847,261 |
(1,042,761) |
14,390,132 |
1,053,585 |
15,443,717 |
|
70,848,217 |
|
|
|
|
|
|
|
|
|
|
|
|
Share |
Distributable |
Treasury |
Retained earnings |
|
Total |
||
|
Notes |
Capital |
Reserve |
Shares |
Capital |
Revenue |
Total |
|
Equity |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
|
£ |
Opening balance at 1 July 2011 |
|
600,000 |
56,447,261 |
- |
6,814,554 |
1,545,271 |
8,359,825 |
|
65,407,086 |
Net realised gains on financial assets |
4 |
- |
- |
- |
10,249,937 |
- |
10,249,937 |
|
10,249,937 |
Net unrealised losses on financial assets |
4 |
- |
- |
- |
(21,446,820) |
- |
(21,446,820) |
|
(21,446,820) |
Revenue loss for the period |
|
- |
- |
- |
- |
(203,861) |
(203,861) |
|
(203,861) |
Dividends paid in the period |
|
- |
(300,000) |
- |
- |
- |
- |
|
(300,000) |
Transaction costs and exchange movements |
|
- |
- |
- |
(473,514) |
- |
(473,514) |
|
(473,514) |
Balance at 31 December 2011 |
|
600,000 |
56,147,261 |
- |
(4,855,843) |
1,341,410 |
(3,514,433) |
|
53,232,828 |
The Notes to the Unaudited Condensed Financial Statements form an integral part of these financial statements.
|
|
Six months |
|
Six months |
|
|
ended |
|
ended |
|
|
31 December |
|
31 December |
|
|
2012 |
|
2011 |
|
|
£ |
|
£ |
Cashflows from operating activities |
|
|
|
|
Dividend income received from listed investments |
|
657,543 |
|
778,365 |
Directors' fees received |
|
6,447 |
|
29,698 |
Fixed deposit interest received |
|
4,213 |
|
21,918 |
Bank interest received |
|
1,838 |
|
8,401 |
Management fees paid |
|
(637,546) |
|
(631,229) |
Consultancy fees paid |
|
- |
|
(41,667) |
Directors' fees paid |
|
(47,500) |
|
(47,500) |
Other expenses paid |
|
(149,881) |
|
(177,581) |
Net cash outflow from operating activities |
|
(164,886) |
|
(59,595) |
|
|
|
|
|
Cashflows from financing activities |
|
|
|
|
Purchase of shares held in treasury |
|
(1,042,761) |
|
- |
Dividends paid |
|
(300,000) |
|
(300,000) |
Net cash outflow from financing activities |
|
(1,342,761) |
|
(300,000) |
|
|
|
|
|
Cashflows from investing activities |
|
|
|
|
Purchase of investments |
|
(32,490,727) |
|
(42,270,156) |
Sale of investments |
|
39,009,742 |
|
46,483,743 |
Purchase of derivative financial instruments |
|
(1,310,750) |
|
- |
Transaction charges on purchase and sale of investments |
|
(187,011) |
|
(337,956) |
Net cash inflow from investing activities |
|
5,021,254 |
|
3,875,631 |
|
|
|
|
|
Net increase in cash and cash equivalents during the period |
|
3,513,607 |
|
3,516,036 |
Cash and cash equivalents at beginning of period |
|
1,959,506 |
|
4,067,541 |
Cash and cash equivalents at end of period |
|
5,473,113 |
|
7,583,577 |
The Notes to the Unaudited Condensed Financial Statements form an integral part of these financial statements.
For the six months ended 31 December 2012
General Information
Crystal Amber Fund Limited is a company incorporated and registered in Guernsey on 22 June 2007 and is governed under the provisions of the Companies (Guernsey) Law, 2008. The address of the registered office is given on page 2. 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 AIM, the market of that name operated by the London Stock Exchange, on 17 June 2008. The Company was also listed on the CISX on 17 June 2008. The Company is also a member of the AIC.
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 2012. 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 2012.
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 December 2005) 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.
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 UK equity instruments. 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, 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.
New accounting policies adopted during the period
Treasury shares
The Company has adopted the principals outlined in IAS 32 'Financial Instruments: Presentation' and has treated the consideration paid including directly attributable incremental cost for the repurchase of Company shares ("Treasury shares") as a deduction from equity attributable to the Company's equity holders until the shares are cancelled, reissued or disposed of. No gain or loss is recognised in profit or loss in the purchase, sale, issue or cancellation of the Company's own equity investments.
Any consideration received, net of any directly attributable incremental transaction costs upon sale or reissue of such shares, is included in equity attributable to the Company's equity holders.
Basic and diluted earnings/(loss) per share is based on the following data:
|
|
Six months |
|
Six months |
|
|
ended |
|
ended |
|
|
31 December |
|
31 December |
|
|
2012 |
|
2011 |
|
|
(Unaudited) |
|
(Unaudited) |
Return/(Loss) for the period |
|
£8,834,507 |
|
£(11,874,258) |
Weighted average number of issued Ordinary Shares |
|
59,939,511 |
|
60,000,000 |
Basic and diluted earnings/(loss) per share (pence) |
|
14.74 |
|
(19.79) |
Net asset value per share is based on the following data:
|
|
As at |
|
As at |
|
As at |
|
|
31 December |
|
30 June |
|
31 December |
|
|
2012 |
|
2012 |
|
2011 |
|
|
(Unaudited) |
|
(Audited) |
|
(Unaudited) |
Net asset value per statement of financial position |
|
£70,848,217 |
|
£63,356,471 |
|
£53,232,828 |
Number of Ordinary Shares outstanding |
|
59,000,000 |
|
60,000,000 |
|
60,000,000 |
Net asset value per share (pence) |
|
120.08 |
|
105.59 |
|
88.72 |
|
1 July |
|
1 July |
|
1 July |
|
2012 to |
|
2011 to |
|
2011 to |
|
31 December |
|
30 June |
|
31 December |
|
2012 |
|
2012 |
|
2011 |
|
(Unaudited) |
|
(Audited) |
|
(Unaudited) |
|
£ |
|
£ |
|
£ |
Equity investments |
65,240,553 |
|
61,369,130 |
|
45,516,815 |
Derivative financial instruments |
345,000 |
|
- |
|
- |
|
65,585,553 |
|
61,369,130 |
|
45,516,815 |
|
|
|
|
|
|
Equity investments |
|
|
|
|
|
Cost brought forward |
91,656,377 |
|
77,985,395 |
|
77,985,395 |
Purchases |
32,634,983 |
|
60,803,794 |
|
42,270,156 |
Sales |
(39,009,742) |
|
(59,725,158) |
|
(46,483,743) |
Realised (loss)/gain |
(2,420,069) |
|
12,592,346 |
|
10,249,937 |
Cost carried forward |
82,861,549 |
|
91,656,377 |
|
84,021,745 |
|
|
|
|
|
|
Unrealised losses brought forward |
(30,103,591) |
|
(16,949,976) |
|
(16,949,976) |
Movement in unrealised gains/(losses) |
12,504,778 |
|
(13,153,615) |
|
(21,446,820) |
Unrealised losses carried forward |
(17,598,813) |
|
(30,103,591) |
|
(38,396,796) |
Effect of exchange rate movements |
(22,183) |
|
(183,656) |
|
(108,134) |
Fair value of equity instruments |
65,240,553 |
|
61,369,130 |
|
45,516,815 |
|
|
|
|
|
|
Derivative financial instruments |
|
|
|
|
|
Cost brought forward |
- |
|
- |
|
- |
Purchases |
1,310,750 |
|
704,915 |
|
- |
Sales |
- |
|
(455,280) |
|
- |
Realised loss |
(991,750) |
|
(249,635) |
|
- |
Cost carried forward |
319,000 |
|
- |
|
- |
|
|
|
|
|
|
Unrealised gains brought forward |
- |
|
- |
|
- |
Movement in unrealised gains |
26,000 |
|
- |
|
- |
Unrealised gains carried forward |
26,000 |
|
- |
|
- |
Effect of exchange rate movements |
- |
|
- |
|
- |
Fair value of derivative financial instruments |
345,000 |
|
- |
|
- |
|
|
|
|
|
|
Total financial assets designated at fair value through profit or loss |
65,585,553 |
|
61,369,130 |
|
45,516,815 |
|
Six months ended |
|
|
31 December 2012 |
|
|
|
(Unaudited) |
|
Number |
£ |
Opening balance |
- |
- |
Treasury shares purchased during the period |
1,000,000 |
1,042,761 |
Closing balance |
1,000,000 |
1,042,761 |
The total number of Treasury shares as at 31 December 2012, which were purchased at an average price of 104.04p per share, is 1,000,000 (2011: nil).
Mark Huntley is Managing Director of the Company's Administrator, Heritage International Fund Managers Limited, Managing Director of the CISX Listing Sponsor and a Director of the Investment Manager. He stood down as Director of the Company on 12 October 2012. During the period the Company incurred administration fees of £38,434 (2011: £38,372) of which £19,246 (2011: £18,750) was outstanding at the period end. Mark Huntley also received a Director's fee, for the period until he stood down, of £10,000 (2011: £10,000) of which £nil (2011: £5,000) was outstanding at the period end.
Richard Bernstein is a Director and a member of the Investment Manager, a member of the Investment Adviser and a holder of 830,000 Ordinary Shares (2011: 780,000), representing 1.41 per cent (2011: 1.30 per cent) of the issued share capital of the Company at the period end. During the period, Richard Bernstein was a non-executive Director of JJB Sports PLC, one of the Company's investments.
During the period the Company incurred management fees of £637,546 (2011: £631,229) none of which was outstanding at the period end. The Investment Manager did not earn a performance fee during the period (2011: £nil). As at 31 December 2012, the Investment Manager held 1,410,000 ordinary shares (2011: 1,000,000) of the Company, representing 2.39 per cent (2011: 1.67 per cent) of the issued share capital.
All related party transactions are carried out on an arm's length basis.
On 6 July 2012, the Company declared an interim dividend of £300,000, equating to 0.5p per Ordinary Share, which was paid on 20 August 2012 to shareholders on the register on 20 July 2012.
On 10 January 2013, David Warr was appointed as a Non-executive Director of the Company.
On 7 February 2013, the Company reported that its unaudited NAV at 31 January 2013 was 123.78 pence per share.
On 25 February 2013, Broker Profile Limited was appointed as Stockbroker Relations Consultants to the Company.
On 6 March 2013, the Company reported that its unaudited NAV at 28 February 2013 was 124.05 pence per share.