Result of AGM

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: [phone] Allenby Capital Limited - Nominated Adviser David Worlidge/Liz Kirchner Tel: [phone] Winterflood Securities - Broker Joe Winkley/Neil Langford Tel: [phone] Crystal Amber Advisers (UK) LLP - Investment Adviser Richard Bernstein Tel: [phone]

 

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