12 November 2024

Crystal Amber Fund Limited

("Crystal Amber Fund" or the "Company")

Final results for the year ended 30 June 2024

The Company announces its final results for the year ended 30 June 2024.

Highlights

·    Net Asset Value ("NAV") per share increased by 86.3% over the 12 months to 30 June 2024 from 93.3p to 173.9p a share. NAV rose from £77.7 million to £126.7 million.

·    12.5% of the Company's issued share capital bought in for cancellation at an average of 80.19p a share, a discount to year end NAV of 53.9%

·    Successful activism at De La Rue, with the 15 October 2024 announcement of a definitive agreement to sell its Authentication Division for £300 million cash. Since June 2023, De La Rue's share price has more than doubled.

·    Fund performance: according to Trustnet over the last year the Fund is second out of 22 peer group funds and over three years, first, with shareholder returns of 68.4% against a decline of 9.2% in the Investment Trust Smaller Companies Index.

·    Completed successful exit of Prax Exploration Deferred Consideration Units.

·    Approval received from the US Food and Drug Administration ("FDA") for Morphic Medical Inc's ("MMI") application for amendments to certain requirements for its pivotal study, expected to significantly accelerate access to the key US markets for the treatment of diabetes and obesity.

Contacts:

Crystal Amber Fund Limited

Chris Waldron (Chairman)

Tel: 01481 742 742

www.crystalamber.com

Allenby Capital Limited - Nominated Adviser

Jeremy Porter/ Dan Dearden-Williams

Tel: 020 3328 5656

Winterflood Investment Trusts - Broker

Joe Winkley/Neil Langford

Tel: 020 3100 0160

Crystal Amber Advisers (UK) LLP - Investment Adviser

Richard Bernstein

Tel: 020 7478 9080

(1) All capitalised terms are defined in the Glossary of Capitalised Defined Terms unless separately defined.

Chairman's Statement

I hereby present the seventeenth annual report of Crystal Amber Fund Limited (the "Company" or the "Fund"), for the year to 30 June 2024. I am pleased to report tangible progress as demonstrated by an 86.3% increase in net asset value per share over the year from 93.3p a share to 173.9p a share. NAV was £126.7 million, compared with an unaudited NAV of £88.3 million at 31 December 2023 and an audited NAV of £77.7 million at 30 June 2023. This compares favourably with the Numis Smaller Companies Index, which rose by 14.5% in the same period.

During the year, the Fund continued its policy of monetising the portfolio in an orderly manner, achieving an appropriate balance between maximising value received and making timely returns of capital. In the same period, 10.4 million shares, equivalent to around 12.5% of the issued share capital were purchased for cancellation at an average of 80.19p a share, which had the effect of increasing the year end NAV per share by 6.7%.  This represents buying in at a 53.9% discount to net asset value at the year end. Following the year end, an additional 1.3 million shares (or around 1.8% of the issued share capital) were acquired at an average of 104p a share. This has brought total returns of capital, including share buy backs, to more than £110 million to date.

Last year, I commented that in the course of a prolonged period of intense and ultimately successful activism, the Fund purchased an additional 15.3 million shares in De La Rue at a cost of £6.3 million. This resulted in the Fund increasing its holding in De La Rue to close to 17% of its issued share capital, up from less than 10%.  Subsequently, De La Rue's share price rose by over 130% in the 12 months to 30 June 2024. I also noted that, at a time when the currency market cycle was improving, the Fund remained of the view that the strategic value of De La Rue was substantially more than its then market value, in an industry requiring consolidation. 

This view was reinforced in May 2024 when De La Rue reported that the order book at its Currency Division had increased to £241, million up from £137 million at 31 March 2023. De La Rue also announced that it was in discussions with a number of parties who had made proposals in relation to or expressed interest in both its Currency and Authentication Divisions. This culminated last month with De La Rue reporting that it had entered into a definitive agreement for the sale of its Authentication Division to Crane NXT for a cash consideration representing an enterprise value of £300 million. For the year to March 2024, the division reported an adjusted operating profit of £14.6 million, meaning that the price represents a multiple of more than 20 times operating profits and 2.9 times revenue.

The Fund believes that after proceeds are received from the sale of the Authentication Division, all bank debt and pension liabilities can be settled, leaving De La Rue with net cash of around £140 million. Its remaining Currency Division has attracted interest from trade buyers and the Fund believes that De La Rue could sell this division for at least £150 million. Whilst the price achieved for Authentication significantly exceeded analysts' expectations, it matched the Fund's previous publicly stated target, given its strategic importance. The Fund believes that the price achieved will only serve to increase competitive tension for the disposal of the Currency Division.

During the year under review, the Fund disposed of its remaining holding of Prax Exploration Deferred Consideration Units (DCUs), following the acquisition of Hurricane Energy Plc by Prax Exploration. This brought total proceeds from the DCUs to £12.5 million, realising a profit of £2.3 million. 

Shareholders will recall that in June 2021, the Fund successfully prevented a debt for equity swap in the High Court which would have resulted in 95% dilution of the ordinary shareholders. Ahead of the court case, shares in Hurricane Energy Plc were trading at 1p per share. Following the disposal in May 2024, total proceeds received by the Fund were 8.2p per share on its holding of 575.6 million shares.

As the process of monetising the Company's portfolio has continued, there has been increasing focus on the largest remaining holding, Morphic Medical Inc (MMI). MMI is a privately held company, headquartered in Boston, MA, that has developed an endoscopically delivered medical device for patients with Type 2 diabetes and obesity. The device is called RESET, formerly known as the Endobarrier. RESET is a thin, flexible implant that lines the proximal intestine and mimics gastric bypass bariatric surgery as food bypasses the duodenum and the upper intestines. The Investment Manager believes that MMI's RESET device can deliver superior and durable results without change to the anatomy.

In June 2024, the Company reported that MMI had received approval from the US Food and Drug Administration (FDA) for MMI's application to amend certain requirements for its pivotal study, which is approved as a staged study. These protocol changes are expected to significantly accelerate access to the key US markets for the treatments of diabetes and obesity, subject to, inter alia, successful completion of the study and trials.

MMI is also in very advanced stages of securing CE Mark certification, which is expected in the coming weeks.

Over the last three years, against a backdrop of poor UK equity markets (the AIM index has fallen by around 40%), the Fund has successfully exited several illiquid positions at premiums to carrying value. Moreover, the Board notes that the Investment Manager's dogged determination, perseverance and acumen has resulted in transformational and positive outcomes at both Hurricane Energy and De La Rue. 

When we look back at the last three years, we see that the UK Smaller Companies Investment Companies Index has fallen by 9.2%. Over the same period, the Fund has delivered a return of 68.4% (source: Trustnet).  However, there still remains substantial value within the portfolio and the Board is confident that De La Rue can deliver significant further growth in net asset value as well as a very substantial cash monetisation. In addition, MMI provides our shareholders with the potential to benefit from its market positioning in a sector set to enjoy substantial growth in the coming decade.

The Company continues to pursue its strategy of maximising capital returned to Shareholders by way of timely disposals, and whilst this has taken longer than expected, primarily because of events at De La Rue and MMI, investments have increased in value in the period as noted above. As the Company will not have realised all of its investments by 31 December 2024, it is intended that the Board will consult its larger Shareholders and/or make arrangements to seek Shareholder approval on the future strategy of the Company by the end of the first quarter of 2025, including steps that might be necessary to maximise the opportunity to realise value from the remaining assets of the Company.

In particular, as MMI is very likely to be the last investment held by the Company, there will need to be careful consideration of the best structure through which to hold this investee company in order to maximise its potential in a cost-efficient manner.

Christopher Waldron

Chairman

11 November 2024

Investment Manager's Report

Performance

During the year, the Company's NAV per share rose from 93.3p to 173.9p.

Portfolio and Strategy

At 30 June 2024, the Company held equity investments in five companies (2023: six). The Company also held debt instruments in MMI and Sigma Broking Limited.

The Company's strategy is to optimise realisations for a limited number of special situations where the Company believes value can be realised regardless of broad market direction. By its nature as an activist fund, the Company needs to hold sufficiently large stakes to facilitate engagement as a significant shareholder. Therefore, the Company is inevitably exposed to a growing concentration risk, as continuing realisations have significantly increased the weighting of the remaining holdings.

As at 30 June 2024, the weighted average market capitalisation of the Company's listed investee companies was £181 million (30 June 2023: £83 million).

Morphic Medical Inc ("MMI")

The Fund first acquired a small equity interest in MMI in 2014. MMI is a US based company which initially listed on the Australian Stock Exchange in 2011, raising A$80 million and later commanded a market capitalisation of A$304 million. In 2017, Morphic received formal notification of CE Mark withdrawal for EndoBarrier (now known as RESET), its device to treat diabetes, preventing MMI making sales in Europe and select Middle Eastern countries. Thereafter, Crystal Amber commenced more significant activism. By December 2020, the Fund effected a change of management and supported a delisting of the shares from the Australian Stock Exchange. At that time, the Fund's investment represented 14p per share of the Fund's 129p per share of total net asset value. Since then, Crystal Amber has been and continues to be the sole provider of funding to MMI.

The Fund currently owns 95.3% of MMI's share capital via common shares and preferred shares and holds interest bearing convertible loan notes totalling US$23.4 million, with accrued interest currently standing at approximately US$2.13 million.  The loan notes are repayable from 13 January 2025, unless converted to equity, and accrue interest at 5% and 7.5% per annum. The Fund's representative executive director on the board of MMI has an option to acquire approximately US$1.96 million of the Fund's shareholding in MMI as part of their incentive package. The Fund's representative previously led the Obesity and Metabolic Health Business at Medtronic Inc.

RESET is a thin, flexible implant that lines the proximal small intestine and mimics gastric bypass bariatric surgery as food bypasses the duodenum and the upper intestines. Unlike gastric bypass surgery, RESET is reversible, minimally invasive, and temporary. It does not permanently alter the patient's anatomy and uniquely targets the body's own blood glucose control mechanisms. This is achieved through a 20-minute endoscopic procedure. The patient will typically retain the device for nine months, after which the device is removed.

According to the World Obesity Federation, the impact of being overweight and obese on the UK economy will continue to grow and is projected to reach 2.4% of GDP or £125 billion by 2060. This is both a global problem and a global market, affecting around 1 billion of the world's population and expected to increase to 25% by 2035, or around 1.9 billion people, resulting in an estimated burden of $4 trillion in 2035 or 2.9% of global GDP (Source: IQVIA).

The Investment Manager believes that MMI's RESET device can deliver superior and durable results without changing the anatomy. A UK study by Dr Bob Ryder of the Sandwell and West Birmingham NHS Trust demonstrated an average 17.9 Kg reduction in weight and a 2% reduction in HBA1C (the amount of glucose in blood cells) at the end of treatment with RESET. Three years after treatment, 75% of patients maintained most of the improvement achieved.

The Investment Manager believes that these results compare favourably to the Wegovy and Ozempic drug treatments and importantly, without the side-effects experienced by this currently popular weight loss drug category.

In April 2024, based on the body of evidence submitted, the European Society for Gastrointestinal Endoscopy and the American Society for Gastrointestinal Endoscopy provisionally endorsed RESET therapy in conjunction with lifestyle modification, for treatment of metabolic disease.

MMI is now in the final stages of securing CE Mark certification, with an anticipated commercial launch in Germany and the UK  once this is achieved. Sales in other European markets and the Middle East are planned for the first half of 2025.

Whilst product development and regulatory approval is ongoing, MMI currently has no revenue. In anticipation of receiving regulatory approval, MMI recruited Mike Gutteridge as Head of Commercial Operations, International in late 2023. Mike previously held a senior role at Apollo Endosurgery, which was acquired by Boston Scientific for around £500 million.

In order to ensure volume ramp ups can be achieved, MMI has secured Medical Murray Inc. as its contract manufacturer to complete testing, validation and build inventory in preparation for launch.

MMI continues to expand its innovation pipeline with new R&D projects and IP filings. 

In June 2024, MMI received approval from the US Food and Drug Administration ("FDA") to MMI's application for amendments to certain requirements for its pivotal study, which is approved as a staged study. These protocol changes are expected to significantly accelerate access to the key US markets for the treatments of diabetes and obesity, subject to, inter alia, successful completion of the study and trials.

Given the market opportunity and the ability to tap into other existing infrastructure and sales distribution channels, MMI is in early-stage discussions with a number of large-scale medical devices companies. These discussions aim to achieve significant equity investment via a strategic stake, as well as sales and distribution agreements. There can be no certainty as to a successful outcome of these discussions.

Given the importance of MMI to the Fund, the Fund commissioned two independent third-party valuations of MMI. Further details on the third-party valuations are outlined in note 14. These concluded that, at 30 June 2024, it is reasonable to value MMI at US$98.8 million (approximately £77 million) on a risk-adjusted basis and on a cash free, debt free basis.

This valuation means that the Fund's equity interest in MMI at 30 June 2024, on an undiluted basis (i.e. excluding conversion of loan notes and associated interest and exercise of MMI employee share options) and after including net debt at 31 December 2023 (being the date of the most recently published balance sheet of MMI), was valued at approximately £60 million. 

De La Rue Plc

In May 2023, following the Fund's successful campaign to remove Kevin Loosemore, Clive Whiley was appointed to replace him as Chairman. By the end of the following month he was able to successfully negotiate a reduction in contributions to the pension plan, revise and relax banking covenants and secure the removal of the material uncertainty going concern audit qualification. 

Against this improving backdrop and with increasing evidence of a cyclical upturn in the currency market, the Fund substantially added to its holding. During the summer of 2023, the Fund increased its shareholding from less than 10% of De La Rue's issued capital to close to 17%. The average cost of these purchases was 41.2p a share and by 30 June 2024, De La Rue's share price had risen by over 130%. The Investment Manager remains of the view that the strategic value of De La Rue is substantially more than its operational value in an industry requiring consolidation. 

In May 2024, De La Rue reported that the order book at its Currency division had increased to £241 million, up from £137 million at 31 March 2023. De La Rue also announced that it was in discussions with a number of parties who had made proposals in relation to or expressed interest in both its Currency and Authentication divisions. Last month, De La Rue reported that it had entered into a definitive agreement for the sale of its Authentication Division to Crane NXT for a cash consideration representing an enterprise value of £300 million. For the year to 31 March 2024, the Division reported an adjusted operating profit of £14.6 million. The sale price represents a multiple of more than 20 times operating profits and 2.9 times revenue.

The Investment Manager believes that after proceeds are received from the sale of the Authentication Division, all bank debt and pension liabilities can be settled, leaving De La Rue with net cash of £140 million. Its Currency Division has also attracted interest from trade buyers. The Investment Manager believes that De La Rue can and should sell this Division for at least £150 million. 

The Fund's other remaining holdings of Allied Minds Plc, Sigma Broking Limited and Sutton Harbour Plc account for 10% of the Fund's total net asset value. The Investment Manager is in discussions with each of these companies with a view to maximising their monetisation. 

Outlook

After a successful last 12 months, whilst mindful of significant concentration risk following multiple successful exits and returns of capital since 2022, the Investment Manager believes that the Fund's remaining holdings still offer significant upside. In the coming months, the Manager is hopeful of further progress in the share price of De La Rue, which at the year-end represented around 25% of NAV. Furthermore, the holding in MMI offers the potential for substantial further growth.

Crystal Amber Asset Management (Guernsey) Limited

11 November 2024

Investment Policy

The Company is an activist fund which aims to identify and invest in undervalued companies and, where necessary, engage with management to take steps to enhance their value. The Company's strategy is to optimise realisations for a decreasing number of special situations where the Company believes value can be realised regardless of market direction. By its nature as an activist fund, the Company needs to hold sufficiently large stakes to facilitate engagement as a significant shareholder. Therefore, the Company is inevitably exposed to a growing concentration risk, as continuing realisations have significantly increased the weighting of the remaining investments.

Investment objective

The objective of the Company is to provide its Shareholders with an attractive total return, which is expected to comprise primarily capital growth but with the potential for distributions from realised distributable reserves, including the realisation of investments, if this is considered to be in the best interests of its Shareholders.

Investment strategy

On 7 March 2022 a revised investment policy to reflect a realisation strategy was approved by Shareholders at an Extraordinary General Meeting. It was agreed that the Fund would not make any new investments and would only make further opportunistic investments in existing holdings where, in the view of the Board and Investment Manager, such investment was considered necessary to protect the interests of Shareholders and/or provide the Investment Manager with additional influence to maximise value and facilitate and accelerate an exit. Any such investment would require the prior approval of the Board and would only be permitted where it was not expected to compromise the timescale for realisations. 

From 7 March 2022 the Company adopted a strategy of maximising capital returned to Shareholders by way of timely disposals, including trade sales of the Company's strategic holdings, where appropriate (with the potential exception of Morphic Medical Inc.) and returns of cash to Shareholders. Whilst it was initially intended to complete this process by 31 December 2023, Shareholders were aware that this was a target rather than a deadline.

In seeking the realisation of predominantly all the Company's investments (with the possible exception of Morphic Medical Inc), it was agreed that the Directors would aim to achieve a balance between maximising their net value and progressively returning cash to Shareholders. In so doing, the Board would take account of the continued costs of operating the Company. The Company's admission to trading on AIM will be maintained for as long as the Directors believe it to be practicable and cost-effective within the requirements of the AIM Rules for Companies.

The Company has ceased to make any new investments except where, in the opinion of the Investment Manager and with the approval of the Board, the investment is considered necessary by the Board to protect or enhance the value of any existing investments of the Company or to facilitate orderly disposals of assets held by the Company. Any cash received by the Company as part of the realisation process prior to its distribution to Shareholders will be held by the Company, on behalf of the Shareholders, as cash on deposit and/or as cash equivalents.

As the Company will not have realised all of its investments by 31 December 2024, it is intended that by the end of the first quarter of 2025, the Board will consult its larger Shareholders and/or make arrangements to seek Shareholder approval on the future strategy of the Company, including steps that might be necessary to maximise the opportunity to realise value from the remaining assets of the Company. In particular, as MMI is very likely to be the last investment held by the Company, there will need to be careful consideration of the best structure through which to hold this investee company in order to maximise its potential in a cost-efficient manner.

Dividend Policy

Following any material realisations of the Company's investments, the Directors intend to continue to return cash to Shareholders using tax-efficient means such as the new B Share Scheme approved at the Extraordinary General Meeting held on 28 October 2024.

Crystal Amber Fund Limited

Statement of Profit or Loss and Other Comprehensive Income

For the year ended 30 June 2024

All items in the above statement derive from continuing operations.

The total column of this statement represents the Company's Statement of Profit or Loss and Other Comprehensive Income prepared in accordance with IFRS. The supplementary information on the allocation between revenue return and capital return is presented under guidance published by the AIC.

The Notes to the Financial Statements form an integral part of these Financial Statements.

Crystal Amber Fund Limited

Statement of Financial Position

As at 30 June 2024

The Financial Statements were approved by the Board of Directors and authorised for issue on 11 November 2024.

Christopher Waldron                                     Jane Le Maitre

Chairman                                                            Director

11 November 2024

The Notes to the Financial Statements form an integral part of these Financial Statements.

Crystal Amber Fund Limited

Statement of Changes in Equity

For the year ended 30 June 2024

The Notes to the Financial Statements form an integral part of these Financial Statements.

Crystal Amber Fund Limited

Statement of Cash Flows

For the year ended 30 June 2024

  The Notes to the Financial Statements form an integral part of these Financial Statements.

Crystal Amber Fund Limited

Notes to the Financial Statements

For the year ended 30 June 2024

General information

Crystal Amber Fund Limited (the "Company") was incorporated and registered in Guernsey on 22 June 2007 and is governed in accordance with the provisions of the Companies Law. The registered office address is PO Box 286, Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GYI 4LY. The Company was established to provide Shareholders with an attractive total return, which was expected to comprise primarily capital growth with the potential for distributions of up to 5p per share per annum following consideration of the accumulated retained earnings as well as the unrealised gains and losses at that time. Following changes to the Company's investment policy, the Company's strategy is now to optimise outcomes for a decreasing number of special situations where the Company believes value can be realised regardless of market direction.

Morphic Medical Inc (MMI) is an unconsolidated subsidiary of the Company and was incorporated in Delaware. As at 30 June 2024 it had 5 wholly-owned subsidiaries and its principal place of business is Boston. Refer to Note 15 for further information.

The Company's Ordinary shares were listed and admitted to trading on AIM, on 17 June 2008. The Company is also a member of the AIC.

All capitalised terms are defined in the Glossary of Capitalised Defined Terms unless separately defined.

1.   MATERIAL ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of the Financial Statements are set out below. These policies have been consistently applied to those balances considered material to the Financial Statements throughout the current year, unless otherwise stated.

Basis of preparation

The Financial Statements have been prepared to give a true and fair view, are in accordance with IFRS and the SORP "Financial Statements of Investment Trust Companies and Venture Capital Trusts" issued by the AIC in November 2014 and updated in January 2022 to the extent to which it is consistent with IFRS and comply with the Companies Law. The Financial Statements are presented in Sterling, the Company's functional currency.

The Financial Statements have been prepared under the historical cost convention with the exception of financial assets designated at fair value through profit or loss ("FVTPL").

Investment Entities 

To determine whether the Company meets the definition of an investment entity, further consideration is given to the characteristics of an investment entity that are demonstrated by the Company.

The Company meets the definition of an investment entity on the basis of the following criteria:

·    The Company obtains funds from multiple investors for the purpose of providing those investors with investment management services;  

·    The Company commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and

·    The Company measures and evaluates the performance of substantially all its investments on a fair value basis.            

As the Company has met the definition of an investment entity under IFRS 10, it is exempt from preparing consolidated financial statements.

The Company has taken the exemption permitted by IAS 28 "Investments in Associates and Joint Ventures", IFRS 10 ''Consolidated Financial Statements'' and IFRS 11 "Joint Arrangements" for entities similar to investment entities and measures its investments in subsidiaries and associates at fair value. The Directors consider a subsidiary to be an entity over which the Company has control. The Directors consider an associate to be an entity over which the Company has significant influence by means of owning between 20% and 50% of the entity's shares. The Company's subsidiaries and associates are disclosed in Note 15.

The Company meets the definition of an investment entity and complies with the disclosure requirements in IFRS 10, IFRS 12 and IAS 27.

Going concern

As at 30 June 2024, the Company had net assets of £126.7 million (30 June 2023: £77.7 million) and cash balances of £2.3 million (30 June 2023: £12.25 million) which are sufficient to meet current obligations as they fall due. Approximately 31% of the Company's investment portfolio comprises readily realisable securities with a value of £32.9 million which could be sold to meet funding requirements if necessary.

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

In relation to the Company's investment portfolio, 31% of the Company's investments are valued by reference to market bid price as at the date of this report.

As these are quoted prices in an active market, any volatility in the global economy is reflected within the value of the financial assets designated at fair value through profit or loss. As such, the Company has not included any fair value impairments in relation to its investments.

The Directors have also considered the result of the continuation vote which occurred at the 2021 AGM and results of the subsequent EGM which did not conclude that the Company should be wound up. Following extensive Shareholder consultation, a new investment policy was put before Shareholders and approved at the EGM in March 2022 which prioritised the Company's intention to maximise the return of capital to Shareholders, representing a change of strategy.

The Board believes that it still in the interests of Shareholders for the Company to adopt a strategy of maximising capital returned by way of timely disposals, including trade sales of the Company's mature listed strategic holdings, where appropriate. The Company has a track record of returning cash to Shareholders via share buybacks and dividends: since 2013, when the requirement for the continuation vote to be proposed at the 2021 AGM was introduced, over £110 million has been returned to Shareholders via such means.

In line with the change in strategy, the Company has sold investments in Alquiber Quality S.A., Board Intelligence, Equals Group Plc and Prax Exploration Plc since March 2022

It is intended that, by the end of the first quarter of 2025, the Board will consult its larger Shareholders and/or make arrangements to seek Shareholder approval on the future strategy of the Company, including steps that might be necessary to maximise the opportunity to realise value from the remaining assets of the Company. In particular, as MMI is very likely to be the last investment held by the Company, there will need to be careful consideration of the best structure through which to hold this investee company in order to maximise its potential in a cost-efficient manner.

In 2014, the Company acquired its initial shareholding in MMI. The Company believes it has been able to acquire majority ownership of a valuable shareholding, which comprises 95.3% of MMI's undiluted share capital. The Company contributes to the management of MMI through its representative executive director.

Following updates to MMI as discussed in the Directors' Report, the Directors have also made a robust assessment of the prospects of the Company for the two-year period ending 30 June 2026. The Directors consider that this is an appropriate period to assess the viability of the Company given the new investment policy agreed with Shareholders in March 2022.

The Directors have also considered the Company's expenditure projections for the two-year period ending 30 June 2026. The Company currently has no borrowings, £2.3 million held in cash (which could cover approximately one year's worth of expenses) and the investment portfolio still includes readily realisable securities valued at £32.9 million which could be sold to meet funding requirements if necessary.

Based on the results of this analysis, including change in investment strategy and future strategic plans involving MMI, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due for the foreseeable future.

The Directors have considered the contributing factors set out above and 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. Accordingly, they continue to adopt the going concern basis of accounting in preparing these financial statements.

Use of estimates and judgements

The preparation of the Financial Statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of the reported amounts in these Financial Statements. The determination that the Company is an investment entity is a critical judgement, as set out above. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable in the circumstances. Actual

results may differ from these estimates. The unquoted equity and debt securities have been valued based on unobservable inputs (see Note 14).

Foreign currency translation

Monetary assets and liabilities are translated from currencies other than Sterling ('foreign currencies') to Sterling (the 'functional currency') at the rate prevailing on the reporting date. Income and expenses are translated from foreign currencies to Sterling at the rate prevailing at the date of the transaction. Exchange differences are recognised in the profit or loss section of the Statement of Profit or Loss and Other Comprehensive Income.

Financial instruments

Financial instruments comprise investments in equity, debt instruments, derivatives, trade and other receivables, cash and cash equivalents, and trade and other payables. Financial instruments are initially recognised at fair value unless they are trade receivables. The cost of the instrument may be indicative of the fair value. Subsequent to initial recognition financial instruments are measured as described below.

Financial assets designated at FVTPL

All the Company's investments including equity, debt instruments and derivative financial instruments are held at FVTPL. Financial instruments are initially recognised at fair value. The cost of the instrument may be indicative of the fair value. Transaction costs are expensed in the profit or loss section of the Statement of Profit or Loss and Other Comprehensive Income. Gains and losses arising from changes in fair value are presented in the profit or loss section of the Statement of Profit or Loss and Other Comprehensive Income in the period in which they arise.

Purchases and sales of investments are recognised using trade date accounting. Quoted investments are valued at bid price on the reporting date or at realisable value if the Company has entered into an irrevocable commitment prior to the reporting date to sell the investment. Where investments are listed on more than one securities market, the price used is that quoted on the most advantageous market, which is deemed to be the market on which the security was originally purchased. If the price is not available as at the accounting date, the last available price is used. The valuation methodology adopted is in accordance with IFRS 13.

Loan notes are classified as debt instruments and are initially recognised at fair value. The cost of the instrument may be indicative of the fair value. Subsequent to initial recognition, loan notes are valued at fair value. In the absence of an active market, the Company determines the fair value of its unquoted investments by taking into account the International Private Equity and Venture Capital ("IPEV") guidelines.

Trade and other receivables

The Company's trade and other receivables are classified as financial assets at amortised cost. They are measured at amortised cost less impairment assessed using the general approach of the expected credit loss model based on experience of previous losses and expectations of future losses.

Trade and other payables

The Company's trade and other payables are measured at amortised cost and include trade and other payables and other short term monetary liabilities which are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method.

Derecognition of financial instruments

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred.

On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset derecognised), and consideration received (including any new asset obtained less any new liability assumed) is recognised in the profit or loss section of the Statement of Profit or Loss and Other Comprehensive Income.

The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. Any gain or loss on derecognition is recognised in the profit or loss section of the Statement of Profit or Loss and Other Comprehensive Income.

Cash and cash equivalents

The Company considers all highly liquid investments with original maturities of less than 90 days when acquired to be cash equivalents. Due to the credit rating of the financial institutions holding the Company's cash and cash equivalents, no impairment has been recognised.

Share issue expenses

Share issue expenses of the Company directly attributable to the issue and listing of its own shares are charged to the distributable reserve.

Share capital

Ordinary shares are classified as equity where there is no obligation to transfer cash or other assets. 

Dividends

Dividends declared and paid during the year from distributable reserves are disclosed in the Statement of Changes in Equity. Dividends declared post year end are disclosed in the Notes to the Financial Statements.

Distributable reserves

Distributable reserves represent the amount transferred from the share premium account, approved by the Royal Court of Guernsey on 18 July 2008, and amounts transferred to distributable reserves in relation to the sale of Treasury shares above cost.

Income

Investment income and interest income have been accounted for on an accruals basis using the effective interest method. Dividend income is recognised in the profit or loss section of the Statement of Profit or Loss and Other Comprehensive Income when the relevant security is quoted ex-dividend.

The Company currently incurs withholding tax imposed by countries other than the UK on dividend income.  These dividends are recorded gross of withholding tax in the profit or loss section of the Statement of Profit or Loss and Other Comprehensive Income.

Expenses

All expenses are accounted for on an accruals basis. In respect of the analysis between revenue and capital items presented within the Statement of Profit or Loss and Other Comprehensive Income, all expenses have been presented as revenue items except as follows:

·    expenses which are incidental to the acquisition and disposal of an investment are charged to capital; and

·    expenses are split and presented partly as capital items where a connection with the maintenance or enhancement of the value of the investments held can be demonstrated. Accordingly, the performance fee is charged to capital, reflecting the Directors' expected long-term view of the nature of the investment returns of the Company.

Treasury shares reserve

The Company has adopted the principles outlined in IAS 32 'Financial Instruments: Presentation' and treats consideration paid including directly attributable incremental cost for the repurchase of Company shares held in Treasury as a deduction from equity attributable to the Company's equity holders until the shares are cancelled, reissued or sold. No gain or loss is recognised within the statement of Profit or Loss and Other Comprehensive Income on 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 re-issue of such shares, is included in equity attributable to the Company's equity holders.

2.   NEW STANDARDS AND INTERPRETATIONS

New and amended standards and interpretations applied in these financial statements

New accounting standards and interpretations have been published and are mandatory for the Company's accounting periods beginning on or after 1 January 2023. The following are the new or amended accounting standards or interpretations applicable to the Company:

·    Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting policies (effective for annual periods beginning on or after 1 January 2023);

·    Amendments to IAS 8 - Definition of Accounting Estimates (issued on 12 February 2021 and effective for annual periods beginning on or after 1 January 2023); and

·    Amendments to IAS 12 - International tax reform - Pillar two model rules (issued on 23 May 2023 effective for period beginning on or after 1 January 2023).

New and amended standards and interpretations not applied in these financial statements (issued but not yet effective)

Other accounting standards and interpretations have been published and will be mandatory for the Company's accounting periods beginning on or after 1 January 2024, but the impact of these standards is not expected to be material to the reported results and financial position of the Company.

·    Classification of Liabilities as Current or Non-current - Amendments to IAS 1 (applicable for annual periods beginning on or after 1 January 2024);

·    Non-current Liabilities with Covenants (Amendments to IAS 1) (applicable for annual periods beginning on or after 1 January 2024);

·    Amendments to IFRS 18 - Presentation and Disclosures in Financial Statements (applicable for annual periods beginning on or after 1 January 2027). The Directors are assessing the future impact of this; and

·    Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7 (applicable for annual periods beginning on or after 1 January 2024).

3.   TAXATION

The Company is exempt from taxation in Guernsey under the provisions of the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 2008 and is charged an annual fee of £1,200 (2023: £1,200).

4.   TRANSACTION COSTS

The transaction charges incurred in relation to the acquisition and disposal of investments during the year were as follows:

5.   BASIC AND DILUTED (LOSS)/ EARNINGS PER SHARE

Earnings per share is based on the following data:

6.   NAV PER SHARE

NAV per share is based on the following data:

7.   CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash held by the Company available on demand. Cash and cash equivalents were as follows:

8.   TRADE AND OTHER RECEIVABLES

There were no past due or impaired receivable balances outstanding at the year end (2023: £Nil).

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

Total realised gains and losses and unrealised gains and losses on the Company's equity, debt and derivative financial instruments are made up of the following gain and loss elements:

On 8 June 2023, Hurricane Energy Plc was acquired by Prax Exploration & Production Plc resulting in the Company receiving £34,654,130 and 575,649,999 Deferred Consideration Units (DCU) in Prax Exploration & Production Plc.

In the Statement of Cashflow for the year ended 30 June 2023, the purchases and sales proceeds have been adjusted by the valuation of Prax Exploration & Production Plc of £10,189,005 to reflect that this was a non-cash transaction as part of the acquisition of Hurricane Energy Plc.

On 23 May 2024, the Company sold its remaining holdings in Prax Exploration & Production Plc for a consideration of £3,713,732.44.

10.   TRADE AND OTHER PAYABLES

The carrying amount of trade payables approximates to their fair value.

11.   SHARE CAPITAL AND RESERVES

The authorised share capital of the Company is £3,000,000 divided into 300 million Ordinary shares of £0.01 each.

The issued share capital of the Company, including Treasury shares (See note 12), is as follows:

Capital risk management

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to Shareholders, return capital to Shareholders, issue new shares or sell assets.

In accordance with the Company's Memorandum and Articles of Incorporation, the retained earnings and distributable reserve shown in the Company's Statement of Financial Position at the year-end are distributable by way of dividend.

The Company may carry the returns of the Company to the distributable reserve or use them for any purpose to which the returns of the Company may be properly applied and either employed in the business of the Company or be invested, in accordance with applicable law. The distributable reserve includes the amount transferred from the share premium account which was approved by the Royal Court of Guernsey on 18 July 2008.

During the year ended 30 June 2024, the Company paid no dividends (2023: £37,453,950) from distributable reserves, as disclosed in Note 13.

Externally imposed capital requirement

There are no capital requirements imposed on the Company.

Rights attaching to shares

The Ordinary shares carry the right to vote at general meetings and the entitlement to receive any dividends and surplus assets of the Company on a winding up.

12.   TREASURY SHARES RESERVE

During the year ended 30 June 2024, 10,366,500 Treasury shares were purchased at an average price of 80.19p per share (2023: nil), representing an average discount to NAV at the time of purchase of 10.9%. No Treasury shares were sold during the year ended 30 June 2024 or 30 June 2023.

13.   DIVIDENDS

No dividends were declared or paid during the year.

On 7 July 2022, the Company declared a second interim dividend of £8,323,100 equating to 10p per Ordinary share, which was paid on 12 August 2022 to Shareholders on the register on 15 July 2022.

On 11 November 2022, the Company declared an interim dividend of £8,323,100 equating to 10p per Ordinary share, which was paid on 23 December 2022 to Shareholders on the register on 25 November 2022.

On 8 June 2023, the Company declared an interim dividend of £20.8 million equating to 25p per

Ordinary share, which was paid on 7 July 2023 to Shareholders on the register on 16 June 2023.

14.   FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS

Financial risk management objectives

The Investment Manager, Crystal Amber Asset Management (Guernsey) Limited and the Administrator, Ocorian Administration (Guernsey) Limited provide advice to the Company which allows it to monitor and manage financial risks relating to its operations through internal risk reports which analyse exposures by degree and magnitude of risk. The Investment Manager and the Administrator report to the Board on a quarterly basis. The risks relating to the Company's operations include credit risk, liquidity risk, and the market risks of interest rate risk, price risk and foreign currency risk. The Board has considered the sensitivity of the Company's financial assets and monitors the range of reasonably possible changes in significant observable inputs on a regular basis and does not consider that any changes are required this year to the categories used in prior years.

Credit risk

Credit risk is the risk that the counterparty to a financial instrument will default on its contractual obligations with the Company, resulting in financial loss to the Company. At 30 June 2024 the major financial assets which were exposed to credit risk included financial assets designated at FVTPL and cash and cash equivalents.

The carrying amounts of financial assets best represent the maximum credit risk exposure at 30 June 2024. The Company's credit risk on liquid funds is minimised because the counterparties are banks with high credit ratings assigned by an international credit-rating agency.

The table below shows the cash balances at the accounting date and the S&P credit rating for each counterparty at that date.

The credit ratings disclosed above are the credit ratings of the parent entities of each of the counterparties being The Bank of N. T. Butterfield & Son Limited and Barclays Bank Plc.

The Company's credit risk on financial assets designated at FVTPL arises on debt instruments. The Company's credit risk on financial assets designated at FVTPL is considered acceptable as debt instruments make up only a small percentage of the financial assets. The Company is also exposed to credit risk on financial assets with its brokers for unsettled transactions. This risk is considered minimal due to the short settlement period involved and the high credit quality of the brokers used. There are no credit ratings available for the debt instruments held by the Company. At 30 June 2024, £106,346,715 (2023: £69,259,635) of the financial assets of the Company were held by the Custodian, Butterfield Bank (Guernsey) Limited.

Bankruptcy or insolvency of the Custodian may cause the Company's rights with respect to financial assets held by the Custodian to be delayed or limited. 82% (2023: 70%) of the Company's financial assets are held by the Custodian in segregated accounts. The Company monitors its risk by monitoring the credit quality and financial position of the Custodian. The parent of the Custodian has an S&P credit rating of BBB+ (2023: BBB+). The remaining balance of financial assets of £20,560,407 (2023: £12,926,476) includes £117,590 (2023: £253,423) cash held by Barclays Bank Plc, £76,168 (2023: £71,338) trade receivables and £20,187,483 (2023: £11,888,484) loan notes issued by Morphic Medical Inc and £179,166 (2023: £713,230) loan notes issued by Sigma Broking Limited.

Liquidity risk

Liquidity risk is the risk that the Company will be unable to meet its obligations arising from financial liabilities. Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate framework for the management of the Company's liquidity requirements.

The Company adopts a prudent approach to liquidity risk management and maintains sufficient cash reserves to meet its obligations. All the Company's Level 1 investments are listed and are subject to a settlement period of three days.

The following tables detail the Company's expected and contractual maturities for its financial assets and liabilities:

Market risk

The Company is exposed through its operations to market risk which encompasses interest rate risk, price risk and foreign exchange risk.

Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Company is exposed to interest rate risk as it has current account balances with variable interest rates and debt instruments at fair value through profit or loss. The Company's exposure to interest rates is detailed in the liquidity risk section of this note. Interest rate repricing dates are consistent with the maturities stated in the liquidity risk section of this note. The Company is exposed to fixed interest rate risk on the loans receivable as where an instrument is a fixed rate security, the value of the Financial Instruments is expected to be particularly affected by the current climate of rising interest rate.

The Investment Manager monitors market interest rates and will place interest bearing assets at best available rates but will also take the counterparty's credit rating and financial position into consideration.

The cash at hand balances are the only assets with variable interest rates and the movement in variable interest rates is an immaterial amount, therefore, no sensitivity analysis for the movement is disclosed.

Price risk

Price risk is the risk that the fair value of investments will fluctuate as a result of changes in market prices. This risk is managed through diversification of the investment portfolio across business sectors. However, there is no guarantee that the value will not rise above 20% of gross assets after any investment is made, particularly where it is believed that an investment is exceptionally attractive.

The following tables detail the Company's equity investments as at 30 June 2024:

2024

The following tables detail the investments in which the Company holds more than 20% of the relevant entities. These have been recognised at fair value as the Company is regarded as an investment entity as set out in Note 1.

The Company has assessed the price risk of the listed equity and debt holdings based on a potential 25% (2023: 25%) increase/decrease in market prices, which the Company believes represents the effect of a possible change in market prices and provides consistent analysis for Shareholders, as follows:

At the year end and assuming all other variables are held constant:

·    If market prices of listed equity and debt had been 25% higher (2023: 25% higher), the Company's return and net assets for the year ended 30 June 2024 would have increased by £8,235,493 net of any impact on performance fee accrual (2023: £4,159,562);

·    If market prices of listed equity, debt and derivative financial instruments had been 25% lower (2023: 25% lower), the Company's return and net assets for the year ended 30 June 2024 would have decreased by £8,235,493, net of any impact on performance fee accrual (2023: decreased by £4,159,562 reflecting the effect of the derivative financial instruments held at the reporting date); and

·    There would have been no impact on the other equity reserves.

Foreign exchange risk

Foreign exchange risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates and arises when the Company invests in financial instruments and enters into transactions that are denominated in currencies other than its functional currency. During the year, the Company was exposed to foreign exchange risk arising from equity and debt investments and financial instruments held in US Dollars (2023: US Dollars).

The table below illustrates the Company's exposure to foreign exchange risk at 30 June 2024;

If the US Dollar weakened/strengthened by 10% (2023: 10%) against Sterling with all other variables held constant, the fair value of debt instruments would increase/decrease by £2,018,748 (2023: £1,188,849) and the fair value of the unlisted equity investments would increase/decrease by £5,995,538 (2023: £1,916,508).

Fair value measurements

The Company measures fair values using the following fair value hierarchy that prioritises the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under IFRS 13 are as follows:

Level 1:       Quoted price (unadjusted) in an active market for an identical instrument.

Level 2:       Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using quoted prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques for which all significant inputs are directly or indirectly observable from market data.

Level 3:       Valuation techniques using significant unobservable inputs. This category includes all instruments for which the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument's valuation. This category includes instruments that are valued based on quoted prices for similar instruments for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

The determination of what constitutes 'observable' requires significant judgement by the Company. The Company considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

The objective of the valuation techniques used is to arrive at a fair value measurement that reflects the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date.

The following tables analyse within the fair value hierarchy the Company's financial assets measured at fair value at 30 June 2024 and 30 June 2023:

The Level 1 equity investments were valued by reference to the closing bid prices in each investee company on the reporting date.

The Level 2 equity investments relates to Sutton Harbour due to the low volume of trading activity in the market for this investment but has been valued by reference to the closing bid price in the investee company on the reporting date.

The Level 3 equity investment in Allied Minds (which delisted on 30 November 2022) was valued at the Net Asset Value per share on 30 June 2024 converted at an exchange rate of $1.2647 to £1 and reduced by a 25% liquidity discount to reflect the nature and risks associated with the underlying portfolio of Allied Minds and the likelihood of being able to realise the investment at Net Asset Value. The Level 3 equity and debt investments in MMI were valued by reference to two separate independent third-party valuations commissioned by the Company.  The valuers reported a range of valuations using discounted cash flow techniques and  a probability-weighted expected returns method in the event of a potential liquidation, trade sale or IPO. The total valuation was then allocated through a waterfall to the loan note, Series A shares and common stock owned by the Company. The Level 3 equity investment in Sigma Broking Limited was valued by reference to a third party funding of the company. The third party is an external investor buying into the investment for equity.

For financial instruments not measured at FVTPL, the carrying amount is approximate to their fair value.

Fair value hierarchy - Level 3

The following table shows a reconciliation from the opening balances to the closing balances for fair value measurements in Level 3 of the fair value hierarchy:

The Company recognises transfers between levels of the fair value hierarchy on the date of the event of change in circumstances that caused the transfer.

The table below provides information on significant unobservable inputs used at 30 June 2024 in measuring equity financial instruments categorised as Level 3 in the fair value hierarchy. It also details the sensitivity to changes in significant unobservable inputs used to measure value in each case.

15.   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 (2023: 10,000) Ordinary shares in the Company, representing 0.01% (2023: 0.01%) of the voting share capital of the Company at the year end.

During the year, the Company incurred management fees payable to the Investment Manager of £615,000 (2023: £960,000) none of which were outstanding at the year-end (2023: £Nil). No performance fees were incurred in the year (2023: £Nil) and none were outstanding at the year-end (30 June 2023: £Nil). Details of the revised Investment Management Agreement announced on 23 October 2023 is included in note 17.

As at 30 June 2024, the Investment Manager held 6,299,031 Ordinary shares (2023: 6,899,031) of the Company, representing 8.30% (2023: 8.30%) of the voting share capital. Richard Bernstein is the majority shareholder of the Investment Manager owning 87.0% of the voting share capital (2023: 87.0%)

As at 30 June 2024, the Company's investment in MMI is an unconsolidated subsidiary due to the Company's undiluted 95.3% holding in the voting share capital of MMI. There is no restriction on the ability of MMI to pay cash dividends or repay loans, but it is unlikely that MMI will make any distribution or loan repayments given its current strategy. During the year, the Company purchased unsecured convertible loan notes of $9.5 million (not driven by any contractual obligation) for the purpose of supporting MMI in pursuing its strategy. The total value of the unsecured convertible loan notes held in MMI as at 30 June 2024, including accrued interest amounts to over £20.2 million.

MMI was incorporated in Delaware, had five wholly owned subsidiaries as at 30 June 2024 and its principal place of business is Boston. The five subsidiaries were as follows:

·    Morphic Medical Securities Inc., a Massachusetts-incorporated non-trading entity;

·    Morphic Medical Europe Holding B.V., a Netherlands-incorporated non-trading holding company;

·    Morphic Medical Europe B.V., a Netherlands-incorporated company that conducts certain European business operations;

·    Morphic Medical Germany GmbH, a German-incorporated company that conducts certain European business operations; and

·    GI Dynamics Australia Pty Ltd, an Australian-incorporated company that conducts Australian business operations.

16.   DIRECTORS' INTERESTS AND REMUNERATION

The interests of the Directors in the share capital of the Company at the year end and as at the date of this report are as follows:

(1)   Ordinary shares held indirectly

*held by persons closely associated to him

During the year, the Directors earned the following remuneration in the form of Directors' fees from the Company:

⁽¹⁾ Chairman of the Company with effect from 23 November 2017.

⁽²⁾ Chairman of Audit Committee with effect from 4 January 2018.

⁽³⁾ Chairman of Remuneration and Management Engagement Committee with effect from 22 November 2019

At 30 June 2024, Directors' fees of £32,500 (2023: £32,500) were accrued within trade and other payables.

17.   MATERIAL AGREEMENTS

The Company was party to the following material agreements:

Crystal Amber Asset Management (Guernsey) Limited

In accordance with the revised Investment Management Agreement approved by shareholders on 7 March 2022 the management fee payable to the investment manager was intended to cease on 31 December 2023. In order to ensure that the Fund continued to have active portfolio management in 2024, a new Investment Management Agreement was agreed with the Investment Manager on 25th October 2023. It has been agreed that the Fund will continue to pay a monthly management fee to the Investment Manager calculated on the basis of amounts paid in 2023. Accordingly, the IMA has been amended such that from 1 January 2024, the monthly fee due to the Investment Manager is £57,500 (£690,000 annually, as per 2023). This fee equates to approximately 0.83% of the current NAV on an annual basis. The monthly management fee will be subject to review by the Fund on one month's notice and will be formally reviewed by the Board at regular intervals. It is intended that this will provide the Fund with flexibility and control, depending on the status of the portfolio and progress with realisations.

In accordance with the revised Investment Management Agreement, the performance fee will continue to be calculated by reference to the aggregate cash returned to Shareholders after 1 January 2022. The Investment Manager will receive 20% of the aggregate cash paid to Shareholders after 1 January 2022 (including the interim dividend of 10p per Ordinary Share declared on 22 December 2021) in excess of a threshold of £216,000,000.

Depending on whether the Ordinary shares are trading at a discount or a premium to the Company's NAV per share when the performance fee becomes payable, the performance fee will be either payable in cash (subject to the restrictions set out below) or satisfied by the sale of Ordinary shares out of Treasury or by the issue of new fully paid Ordinary shares (the number of which shall be calculated as set out below):

·    If Ordinary shares are trading at a discount to the NAV per Ordinary share when the performance fee becomes payable, the performance fee shall be payable in cash. Within a period of one calendar month after receipt of such cash payment, the Investment Manager shall be required to purchase Ordinary shares in the market of a value equal to such cash payment.

·    If Ordinary shares are trading at, or at a premium to, the NAV per Ordinary share when the performance fee becomes payable, the performance fee shall be satisfied by the sale of Ordinary shares out of Treasury or by the issue of new fully paid Ordinary shares. The number of Ordinary shares that shall become payable shall be a number equal to the performance fee payable divided by the closing mid-market price per Ordinary share on the date on which such performance fee became payable.

As at 30 June 2024, the Investment Manager held 6,299,031 Ordinary shares (30 June 2023: 6,899,031) of the Company, representing 8.64% (30 June 2023: 8.29%) of the voting share capital.

Performance fee for year ended 30 June 2024

At 30 June 2024, the Basic Performance Hurdle was £216,000,000 (as adjusted for all dividends paid during the performance period on their respective payment dates, compounded at the applicable annual rate) (2023: £216,000,000).

The aggregate cash returned to Shareholders after 1 January 2022 was £54,200,729 (2023: £45,791,950). Accordingly, no performance fee was earned during the year ended 30 June 2024 (2023: £Nil).

Ocorian Administration (Guernsey) Limited

The Administrator provides administration and company secretarial services to the Company. For these services, the Administrator is paid an annual fee of 0.12% (2023: 0.12%) of that part of the NAV of the Company up to £150 million and 0.1% (2023: 0.1%) of that part of the NAV over £150 million (subject to a minimum of £75,000 per annum). During the year, the Company incurred administration fees of £96,841 (2023: £127,028).

Butterfield Bank (Guernsey) Limited

Under the custodian agreement, the Custodian receives a fee, calculated and payable quarterly in arrears at the annual rate of 0.05% (2023: 0.05%) of the NAV per annum, subject to a minimum fee of £25,000 per annum. Transaction charges of £100 per trade for the first 200 trades processed in a calendar year and £75 per trade thereafter are also payable. During the year, the Company incurred custodian fees of £40,186 (2023: £51,497).

18.   ULTIMATE CONTROLLING PARTY

In the opinion of the Directors and on the basis of the shareholdings advised to them, the Company has no ultimate controlling party.

19.   OTHER INFORMATION

The Company reported that its unaudited NAV at 31 July 2024 was 174.13p per Ordinary share.

The Company reported that its unaudited NAV at 31 August 2024 was 169.41p per Ordinary share.

The Company reported that its unaudited NAV at 30 September 2024 was 164.93p per Ordinary share.

20.  POST BALANCE SHEET EVENTS

At An Extraordinary General Meeting held on 28 October 2024, Shareholders voted to adopt and implement a B Share Scheme to enable the Company to pursue returns of capital over time to Shareholders by way of redemption of the B Shares following the full or partial realisation of the Company's assets. The Company will be able to make successive bonus issues of redeemable B Shares to Shareholders on a pro rata basis and redeem such B Shares for cash shortly thereafter without action being required by Shareholders.

Glossary of Capitalised Defined Terms

"AEOI Rules" means the Automatic Exchange of Information Rules;

"AGM" or "Annual General Meeting" means the annual general meeting of the Company;

"AIF" means Alternative Investment Funds;

"AIFM" means AIF Manager;

"AIFM Directive" means the EU Alternative Investment Fund Managers Directive (no. 2011/61/EU);

"AIC" means the Association of Investment Companies;

"AIC Code" means the AIC Code of Corporate Governance;

 "AIM" means the AIM market of the London Stock Exchange;

"Annual Report" means the annual publication of the Company to the Shareholders to describe its operations and financial conditions, together with the Company's financial statements;

"APMs" means Alternative Performance Measures.

"ARR" means annual recurring revenue;

"Articles of Incorporation" or "Articles" means the articles of incorporation of the Company; 

"Audited Financial Statements" or "Financial Statements" means the audited annual financial statements of the Company, including the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and associated notes;

"Australian Stock Exchange" means the Australian Stock Exchange Limited;

"Bank of England" means the Bank of England, the central bank of the UK;

"Basic Performance Hurdle" means the threshold return of aggregated cash returned to shareholders after 1 January 2022 return for Performance Fee. The performance fee is payable at a rate of 20% of the excess amount;

"Board" or "Directors" or "Board of Directors" means the directors of the Company;

"CEO" means chief executive officer;

"CE Mark" means a certification mark that indicates conformity with health, safety, and environmental protection standards;

"Committee" means the Audit Committee of the Company;

"Company" or "Fund" means Crystal Amber Fund Limited;

"Companies Law" means the Companies (Guernsey) Law, 2008, (as amended);

"CRS" means Common Reporting Standard;

"EBITDA" means earnings before interest, taxes, depreciation and amortisation;

"EGM" or "Extraordinary General Meeting" means an extraordinary general meeting of the Company;

"Equals" means Equals Group Plc;

"FATCA" means Foreign Account Tax Compliance Act;

"FCA" means the Financial Conduct Authority;

"FDA" means the United States Food and Drug Administration;

 "FRC" means the Financial Reporting Council;

"FRC Code" means the UK Corporate Governance Code published by the FRC;

"FTSE" means the Financial Times Stock Exchange;

"FV" means Fair Value;

"FVTPL" means Fair Value Through Profit or Loss;

"GFSC" means the Guernsey Financial Services Commission;

"GFSC Code" means the GFSC Finance Sector Code of Corporate Governance;

"Gross Asset Value" means the value of the assets of the Company, before deducting its liabilities, and is expressed in Pounds Sterling;

"IAS" means international accounting standards as issued by the Board of the International Accounting Standards Committee;

"IASB" means the International Accounting Standards Board;

"IFRIC" means the IFRS Interpretations Committee, which issues IFRIC interpretations following approval by the IASB;

"IFRS" means the International Financial Reporting Standards, being the principles-based accounting standards, interpretations and the framework by that name issued by the International Accounting Standards Board;

"Interim Financial Statements" means the unaudited condensed interim financial statements of the Company, including the Condensed Statement of Profit or Loss and Other Comprehensive Income, the Condensed Statement of Financial Position, the Condensed Statement of Changes in Equity, the Condensed Statement of Cash Flows and associated notes;

"Interim Report" means the Company's interim report and unaudited condensed financial statements for the period ended 31 December;

"Investment Adviser" means Crystal Amber Advisers (UK) LLP

"Investment Manager" means Crystal Amber Asset Management (Guernsey) Limited

"Investment Management Agreement" means the agreement between the Company and the Investment Manager, dated 16 June 2008, as amended on 21 August 2013, further amended on 27 January 2015 and further amended on 12 June 2018. Additionally, the Investment Management Agreement was further amended and restated on 14 February 2022.

"IPEV Capital Valuation Guidelines" means the International Private Equity and Venture Capital Valuation Guidelines on the valuation of financial assets;

"KPMG" means KPMG Channel Islands Limited;

"LSE" or "London Stock Exchange" means the London Stock Exchange Plc;

"Market Capitalisation" means the total number of Ordinary shares of the Company multiplied by the closing share price;

"MMI" means Morphic Medical Inc.;

"NAV" or "Net Asset Value" means the value of the assets of the Company less its liabilities as calculated in accordance with the Company's valuation policies and expressed in Pounds Sterling;

"NAV per share" means the Net Asset Value per Ordinary share of the Company and is expressed in pence;

 "NMPI" means Non-Mainstream Pooled Investments;

"Ordinary share" means an allotted, called up and fully paid Ordinary share of the Company of £0.01 each;

"PWERM" means Probability Weighted Expected Return Method

"Risk Committee" means the Risk Committee of the Investment Manager;

"S&P" means Standard & Poor's Credit Market Services Europe Limited, a credit rating agency registered in accordance with Regulation (EC) No 1060/2009 with effect from 31 October 2011;  

"Smaller Companies Index" means an index of small market capitalisation companies;

"SME" means small and medium sized enterprises;

"SORP" means Statement of Recommended Practice;

"Stewardship Code" means the Stewardship Code of the Company adopted from 14 June 2016, as published on the Company's website www.crystalamber.com;

"Supreme Court" means the highest court in the federal judiciary of the US;

"Target Multiple" means the maximum multiple of the original investment that could be paid, given value drivers, and receive a desired return on investment;

"Treasury" means the reserve of Ordinary shares that have been repurchased by the Company;

"Treasury shares" means Ordinary shares in the Company that have been repurchased by the Company and are held as Treasury shares;

 "UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;

"UK Stewardship Code" means the UK Stewardship Code published by the FRC in July 2010 and revised in September 2012;

"US" means the means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"US$" or "$" means United States dollars;

"US Federal Reserve" means the Federal Reserve System, the central banking system of the US; and

 "£" or "Pounds Sterling" or "Sterling" means British pounds sterling and "pence" means British pence.

 Alternative Performance Measures

ALTERNATIVE PERFORMANCE MEASURES ("APMs")

The Company assesses its performance using a variety of measures that are not specifically defined under IFRS and therefore termed APMs. The APMs that are used may not be directly comparable with those used by other companies.

ONGOING CHARGES

Ongoing charges are calculated using the AIC Ongoing Charges methodology, which was last updated in April 2022 and is available on the AIC website (theaic.co.uk). They represent the Company's investment management fee and all other operating expenses, excluding currency loss/profit, ad-hoc costs associated with portfolio transactions, ad-hoc research expenses and non-recurring legal and professional fees and are expressed as a percentage of the average Net Asset Value for the year. The Board continues to be conscious of expenses and works hard to maintain a sensible balance between good quality service and cost. The ongoing charges calculation is shown below:

NET ASSET VALUE ("NAV")

The NAV is the net assets attributable to shareholders that is, total assets less total liabilities, expressed as an amount per individual share.

NAV PER SHARE INCLUDING DIVIDENDS

A measure showing how the NAV per share has performed in the year, taking into account both capital returns and dividends paid to shareholders.

NAV total return is calculated by adjusting for dividends paid. It considers the changes in market value as well as other surges of income such as dividends expressed as a percentage. It shows a more accurate valuation of a stock's return.

The AIC shows NAV total return as a percentage change from the start of the year. It assumes that dividends paid to shareholders are reinvested at NAV at the time the shares are quoted ex-dividend

Net Asset Value ("NAV") per share including dividends paid increased by 86.3% (2023: decrease 4.6%).

TOTAL RETURN

Total return is calculated by taking the difference between the number of shares multiplied by NAV per share at both the start and end of the year. The increase or decrease percentage is calculated based on the opening value. Adjusting for dividends paid, the total loss in the Company's NAV per share for the year was 26.44% (2023: loss 35.68%)