Issue of Equity

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT (INCLUDING THE APPENDIX AND THEINFORMATION CONTAINED HEREIN) IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATIONOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROMTHE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND, THEREPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BEUNLAWFUL. CRYSTAL AMBER FUND LIMITED 18 December 2014 Proposed placing of new ordinary shares ("Shares"), Amendments to theperformance fee and Notice of EGM Further to the announcement of 10 December 2014, the Board of Directors (the"Board") of Crystal Amber Fund Limited (the "Company") is pleased to announcethat the Company is undertaking a placing of new Shares (the "Placing Shares")to qualified investors (the "Placing"). To date, the Company has receivedconditional commitments from certain investors (including existingShareholders), for Placing Shares expected to raise minimum gross proceeds ofin excess of £30 million. The Placing is being made on the terms set out in this announcement and isexpected to close at 4.30 p.m. (London time) on 21 January 2015, but may closeearlier at the absolute discretion of the Company. The Placing Price perPlacing Share will be at a premium of between 1.4 and 1.5 per cent. to the NAVper share as at 19 January 2015, as further detailed below. The Placing The Company announced on 10 December 2014 that it was considering a secondaryissue of shares. In recent weeks, the Company and its agents have been activelymarketing such a placing and following such marketing, the Company announcesthat it is now undertaking a conditional placing of the Placing Shares. The Placing will remain open and the Company reserves the right to acceptfurther commitments to subscribe for Shares from Qualified Investors up to 21January 2015 when the Placing will close. In accordance with the statements made in the admission document published bythe Company on 16 June 2008, as the number of new Shares to be issued under thePlacing may be in excess of 30 per cent. of the Company's issued share capitaland as the Placing will be on a non-pre-emptive basis, the Board has determinedto seek the approval of Shareholders. Approval is intended to be sought in theform of a special resolution to be proposed at an Extraordinary General Meetingexpected to be held on 23 January 2015 (the "EGM"). The Placing Shares will be issued at the Placing Price which will be calculatedas at the Calculation Date by reference to the NAV per Share on that date plusa premium of between 1.4 and 1.5 per cent depending on the number of PlacingShares to be issued. The premium at which the Placing Price has been set isintended to cover the expected costs of the Placing and therefore to ensurethat there is no dilution to the NAV per Share as a result of the Placing andwill therefore vary according to the number of Placing Shares to be issued. As at 30 November 2014, the NAV per Share was 150.07 pence and, as at 16December 2014, the Company had 75,318,703 Shares in issue (excluding OrdinaryShares held in treasury). Assuming an illustrative Placing Price of 152.32pence (being a 1.5 per cent. premium to the NAV per Share on 30 November 2014)and assuming no further commitments are received in the Placing, the Placingwould result in the allotment of approximately 20 million Shares, anenlargement of approximately 26 per cent. of the Company's issued share capitalwith gross proceeds of approximately £30 million. Background to and reasons for the Placing The Board's decision to implement the Placing can be seen against thebackground of the recent performance of the Company. The Company delivered a68.5 per cent. NAV total return in the three year period to 4 December 2014 anda 85.1 per cent. increase in the Share price over the same period. The Board and the Advisers believe that the Company is appropriately positionedto continue to deliver attractive returns to Shareholders, through its focus onspecial situation holdings which are more dependent upon self-help and activemanagement than upon macroeconomic recovery and, further, the increase in thesize of the Company following implementation of the Placing affords thepotential to enhance such returns for the reasons set out below. Facilitate investments in larger companies The Board and the Advisers consider that the implementation of the Company'sactivist investment strategy may be enhanced by increasing the Company's focuson, and the range of investments in, companies with market capitalisations inthe £250 million to £500 million range, which is higher than the marketcapitalisation of companies generally invested in by the Company to date (as at30 September 2014, the investee companies had a weighted average market cap of£193 million). Shares in companies with a market capitalisation in the £250 million to £500million range are typically more liquid than the shares in companies withsmaller market capitalisations. The Board and the Advisers expect thattargeting such larger companies will better enable the Company to takepositions in the companies in which they perceive the best investmentopportunities to exist and to realise investments at the most opportune time. The Investment Adviser's experience is that an additional benefit of investingin larger companies is that their management may respond more constructively toinvestors seeking to actively engage in the development of value creationstrategies. Costs The Board and the Advisers believe that the increase in the size of the Companythat would result from the Placing should reduce the Ongoing Charges Ratio, asa result of the spreading of the Company's fixed costs over a larger assetbase. Following the implementation of the Proposals, it is estimated that theannualised Ongoing Charges Ratio, assuming that the NAV remained constant atthe NAV at 30 November 2014 plus the net proceeds of the Placing and that theannual costs were the same basis as for the year ended 30 June 2014, willreduce to 2.19 per cent., compared to 2.34 per cent. if the Placing does notproceed. Use of proceeds The Board and the Manager believe that significant market opportunities existto invest the proceeds of the Placing in accordance with the Company's activiststrategy. The Board and the Manager currently expect that the net proceeds of the Placingwill be substantially committed within six months following the completion ofthe Placing. However, there can be no guarantee that the net proceeds will beso invested within that time frame. Current investment outlook Against an uncertain outlook of monetary policy tightening, the Directors andthe Advisers consider that the Company is well positioned with its focus onspecial situations, which they believe may act as a catalyst to realise value.The Directors and Advisers consider the Company to be less dependent onmacroeconomic conditions, given its focus on value opportunities and specialsituations, with turnaround or self-help potential. The Company remains ungeared and continues to purchase FTSE 100 Put Options asinsurance against a market sell-off. Details of the Placing The Placing will comprise the issue of new Shares at the Placing Price whichwill be calculated at the Calculation Date by reference to the NAV per Share onthat date plus a premium of between 1.4 and 1.5 per cent., dependent on thenumber of Placing Shares to be issued at Admission. The Placing is conditionalon: (i) the passing of the Resolution at the EGM by not less than 75 per cent.of the total number of votes cast by Shareholders being entitled to vote; and(ii) the Admission of the Placing Shares to trading on AIM. On the basis of the commitments received to date, the Placing is expected toraise gross proceeds of in excess of £30 million and the expenses are estimatedto amount to approximately £0.5 million. However, the size of the Placing mayincrease and the Company reserves the right to accept further commitments tosubscribe for Shares from Qualified Investors up until 21 January 2015. Application will be made to the London Stock Exchange for the Placing Shares tobe admitted to trading on AIM. It is expected that Admission will becomeeffective at 8.00 a.m. on 27 January 2015. The Placing Shares will rank pari passu in all respects with the Sharescurrently in issue, including the right to receive all dividends and otherdistributions declared on or after the date on which they are issued. It is expected that CREST accounts will be credited with entitlements toPlacing Shares as soon as practicable after 8.00 a.m. on the day of Admission(as the case may be) and that share certificates (where applicable) will bedespatched on or shortly after 3 February 2015. In connection with the Placing and conditional upon Admission, third partyintroductory agents may receive placing commissions of up to 1.5 per cent. ofthe value of those Placing Shares placed by such third party introductoryagents with investors on behalf of the Company. Amendments to the performance fee Current structure Currently, payment of the performance fee is subject to: * the achievement of a performance hurdle condition: the NAV per Share at the end of the relevant performance period (adding back for this purpose the aggregate amount of any dividends per Share paid to Shareholders in that period) must exceed an amount equal to the Original Placing Price, increased at a rate of (i) 7 per cent. per annum on an annual compounding basis in respect of that part of the performance period from (and including) the Original Admission Date up to (and not including) the 2013 Admission Date and (ii) 8 per cent. per annum on an annual compounding basis in respect of that part of the performance period which falls from (and including) the 2013 Admission Date up to the end of the relevant performance period (and in respect of future performance periods) (the Performance Hurdle Condition): and * the achievement of a "high watermark": the NAV per Share at the end of the relevant performance period must be higher than the highest previously reported NAV per Share at the end of the performance period in relation to which a performance fee was last earned (the High Watermark). Depending on whether the Shares are trading at a discount or a premium to theCompany's Net Asset Value per Share when the performance fee becomes payable,the performance fee will be either payable in cash (subject to the restrictionsset out below) or satisfied by the sale of Shares out of treasury or by theissue of new fully paid Shares (the number of which shall be calculated as setout below): * if the Shares are trading at a discount to the Net Asset Value per 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 (extended to the extent the application of any close periods precludes such subscription), the Manager shall be required to purchase Shares in the market of a value equal to such cash payment (rounding down to the nearest whole Share with the remainder of the cash payment, if any, retained by the Manager in cash); and * if the Shares are trading at, or at a premium to, the Net Asset Value per Share when the performance fee becomes payable, the performance fee shall be satisfied by the sale of Shares out of treasury or by the issue of new fully paid Shares. The number of Shares that shall become payable shall be a number equal to the performance fee payable divided by the closing mid-market price per Share on the date on which such performance fee became payable (rounding up to the nearest whole Share). New structure The Company and the Manager have agreed to amend the terms of the performancefee as follows with effect from and conditional upon Admission. The Performance Hurdle Condition will, following Admission be increased from 8per cent. to 10 per cent. in respect of that part of the performance periodwhich falls from (and including) the date of 2015 Admission up to the end ofthe current performance period and in respect of future performance periods. The High Watermark will remain unchanged. The Performance Fee will continue to be payable in cash or satisfied by thesale of Shares out of treasury or the issue of new fully paid Shares as set outabove. In addition, it is proposed that some minor clarificatory changes be made tothe provisions relating to the Performance Fee contained in the ManagementAgreement, each of which will have a de minimis impact on the level of thePerformance Fee going forward and are in line with the manner in which thePerformance Fee has been calculated to date and will continue to be calculated. Related party transaction Under the AIM Rules, the Manager is deemed to be a related party of the Companyand the proposed amendments to the Management Agreement are therefore deemed tobe a related party transaction. The Directors consider, having consulted withSanlam Securities, that the proposed amendments to the Management Agreement arefair and reasonable insofar as the Shareholders are concerned. The Extraordinary General Meeting A notice convening the Extraordinary General Meeting to be held on 23 January2015 at 10.00 a.m. at Lefebvre Place, Lefebvre Street, St. Peter Port, GuernseyGY1 2JP, at which the Resolution will be proposed, will be posted toshareholders later today. The Resolution is to be proposed as a special resolution (requiring theapproval of not less than 75 per cent. of the total number of votes cast at themeeting by Shareholders being entitled to vote). The Resolution will, if passed, grant the Directors the authority to issue newShares on a non-pre-emptive basis for cash in respect of the Placing. Enquiries: Crystal Amber Fund LimitedWilliam Collins Tel: 01481 716 000 Sanlam Securities UK Limited - Nominated AdviserDavid Worlidge/Simon Clements Tel: 020 7628 2200 Numis Securities Limited - BrokerNathan Brown/Hugh Jonathan Tel: 020 7260 1426 Crystal Amber Advisers (UK) LLP - Investment AdviserRichard Bernstein Tel: 020 7478 9080 IMPORTANT NOTICE This Announcement has been issued by, and is the sole responsibility of, theCompany. The Appendix to this Announcement (which forms part of this Announcement) setsout the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who choosesto participate in the Placing (a Placee) by making an oral and legally bindingoffer to acquire Placing Shares will be deemed to have read and understood thisAnnouncement in its entirety (including the Appendix) and to be making suchoffer on the terms and subject to the conditions herein, and to be providingthe representations, warranties and acknowledgements contained in the Appendix. Members of the public are not eligible to take part in the Placing. ThisAnnouncement and the terms and conditions set out in the Appendix to thisAnnouncement are for information purposes only and are directed only at personsin the United Kingdom who are: (a) investment professionals falling withinarticle 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) order 2005 (the Order); or (b) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") ofthe Order; or (c) persons to whom it may otherwise be lawfully communicated,(all such persons together being referred to as relevant persons). ThisAnnouncement and the terms and conditions set out in the Appendix to thisAnnouncement must not be acted on or relied on by persons who are not relevantpersons. Any investment or investment activity to which this Announcement andthe terms and conditions set out in the Appendix to this Announcement relate isavailable only to relevant persons and will be engaged in only with relevantpersons. This Announcement provides information about the Placing, but does not inviteparticipation in the Placing. This Announcement (including the Appendix) doesnot constitute, and the Company is not making, an offer to the public oftransferable securities within the meaning of sections 85 and 102B of theFinancial Services and Markets Act 2000, as amended (FSMA). This Announcement(including the Appendix) is therefore not an approved prospectus for thepurposes of section 85 of FSMA, and has not been prepared in accordance withthe prospectus rules of the FCA and as such neither its contents nor its issuehas been approved by the FCA or by any authority which would be a competentauthority for the purposes of any legislation that implements the ProspectusDirective. This Announcement (including the Appendix) and the information contained hereinis not for release, publication or distribution, in whole or in part, directlyor indirectly, in, into or from the United States (including its territoriesand possessions, any state of the United States and the District of Columbia),Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africaor any other state or jurisdiction into which the same would be unlawful. ThisAnnouncement (including the Appendix) is for information purposes only andshall not constitute or form part of any offer to buy, sell, subscribe for,issue, or acquire, or the solicitation of any offer to buy, sell, subscribefor, issue, or acquire any securities, nor shall there be any sale ofsecurities in any jurisdiction in which such offer, solicitation or sale wouldbe unlawful. Any failure to comply with these restrictions may constitute aviolation of the securities laws of such jurisdictions. In particular, thePlacing Shares have not been and will not be registered under the United StatesSecurities Act of 1933, as amended (the Securities Act) and may not be offered,sold or transferred, directly or indirectly, within the United States exceptpursuant to an exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act and the securities laws of anystate or other jurisdiction of the United States. No public offering of thePlacing Shares is being made in the United States, Australia, Canada, Japan,the Republic of Ireland or the Republic of South Africa. Each Placee should consult with its own advisers as to legal, tax, business andrelated aspects of a subscription for the Placing Shares. Numis Securities Limited, which is authorised and regulated in the UnitedKingdom by the Financial Conduct Authority, is acting exclusively as broker toCrystal Amber Fund Limited and for no one else in connection with the Placingand will not be responsible to anyone other than Crystal Amber Fund Limited forproviding the protections afforded to clients of Numis Securities Limited orfor providing advice in relation to the Placing or any matter referred to inthis Announcement (including the Appendix). Sanlam Securities UK Limited, which is authorised and regulated in the UnitedKingdom by the Financial Conduct Authority, is acting as nominated adviser toCrystal Amber Fund Limited and is acting for no-one else in connection with thePlacing and will not be responsible to anyone other than Crystal Amber FundLimited for providing the protections afforded to clients of Sanlam SecuritiesUK Limited nor for providing advice in relation to the Placing or any matterreferred to in this Announcement (including the Appendix). The price of shares and the income from them may go down as well as up andinvestors may not get back the full amount invested on disposal of the shares.Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser authorised for the purposes ofthe Financial Services and Markets Act 2000. No representation or warranty, express or implied, is or will be made by or onbehalf of either Numis Securities Limited or Sanlam Securities UK Limited, andno responsibility or liability is or will be accepted by either NumisSecurities Limited or Sanlam Securities UK Limited or any of their respectiveaffiliates, as to the accuracy, completeness or verification of the informationset out in this Announcement (including the Appendix), and nothing contained inthis Announcement (including the Appendix) is, or shall be relied upon as, apromise or representation in this respect, whether as to the past or thefuture. Numis Securities Limited and Sanlam Securities UK Limited and each oftheir respective affiliates accordingly disclaim, to the fullest extentpermitted by law, all and any liability whether arising in tort, contract orotherwise which they might otherwise have in respect of this Announcement(including the Appendix) or any such statement. Neither the content of the Company's website nor any website accessible byhyperlinks on the Company's website is incorporated in, or forms part of, thisAnnouncement. This Announcement contains (or may contain) certain forward-looking statementswith respect to certain of the Company's current expectations and projectionsabout future events. These statements, which sometimes use words such as "aim","anticipate", "believe", "intend", "plan", "estimate", "expect" and words ofsimilar meaning, reflect the Board's beliefs and expectations and involve anumber of risks, uncertainties and assumptions that could cause actual resultsand performance to differ materially from any expected future results orperformance expressed or implied by the forward-looking statement. By theirnature, forward-looking statements involve risk and uncertainty because theyrelate to future events and circumstances. Statements contained in thisAnnouncement regarding past trends or activities should not be taken as arepresentation that such trends or activities will continue in the future. Theinformation contained in this Announcement is subject to change without noticeand, except as required by applicable law, the Company does not assume anyresponsibility or obligation to update publicly or review any of theforward-looking statements contained herein. You should not place unduereliance on forward-looking statements, which speak only as of the date of thisAnnouncement. No statement in this Announcement is or is intended to be aprofit forecast or to imply that the earnings of the Company for the current orfuture financial years will necessarily match or exceed the historical orpublished earnings of the Company. TERMS AND CONDITIONS OF APPLICATION UNDER THE PLACING IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING. 1. Introduction The Company is undertaking a placing of new Ordinary Shares in the capital ofthe Company to qualified investors. The Company has already receivedcommitments from certain Shareholders and new investors to subscribe, based onthe Company's latest published NAV, for Placing Shares with minimum grossproceeds of in excess of £30 million. The Placing is not underwritten. The Placing Shares will rank pari passu in all respects with the OrdinaryShares currently in issue, including the right to receive all dividends andother distributions declared on or after the date on which they are issued. 2. Application for Admission Application will be made to the London Stock Exchange for the Placing Shares tobe admitted to trading on AIM ("Admission"). It is expected that Admission willtake place, and dealings in the Placing Shares will commence, on or about 27January 2015. 3. Conditions of the Placing The Placing is conditional inter alia on Admission and the passing of theresolution proposed in the notice of general meeting that will accompany theCircular. 4. Participation in the Placing Each Placee which confirms its agreement to the Company to subscribe forPlacing Shares under the Placing will be bound by these terms and conditionsand will be deemed to have accepted them. The Company may require any Placee to agree to such further terms and/orconditions and/or give such additional warranties and/or representations as it(in its absolute discretion) seesfit and/or may require any such Placee toexecute a separate contract note (a "Contract Note"). The Company will determine in its absolute discretion the extent of eachPlacee's participation in the Placing, which may not necessarily be the samefor each Placee. Each Placee's allocation will be confirmed to Placees orally by SanlamSecurities UK Limited ("Sanlam Securities") and a trade confirmation orContract Note will be dispatched as soon as possible thereafter. The oralconfirmation to such Placement will constitute an irrevocable legally bindingcommitment upon such person who will at that point become a Placee in favour ofthe Company under which it agrees to acquire the number of Placing Sharesallocated to it at the Placing Price on the terms and conditions set out inthis Appendix and in accordance with the Company's Articles of Incorporation(the "Articles"). Irrespective of the time at which a Placee's allocation pursuant to the Placingis confirmed, settlement for all Placing Shares to be acquired pursuant to thePlacing will be required to be made at the same time on the basis explainedbelow under "Registration and Settlement". 5. No prospectus Placees' commitments will be made solely on the basis of the informationcontained in this Announcement (including this Appendix) and the ExchangeInformation (as defined below), released by the Company today and which has notbeen approved by, or submitted to the Financial Conduct Authority or the LondonStock Exchange, and subject to the further terms set forth in the Contract Noteto be provided to individual prospective Placees. Each Placee, by accepting a participation in the Placing, agrees that thecontent of this Announcement (including the Appendix) is exclusively theresponsibility of the Company and confirms that it has neither received norrelied on any other information (other than the Exchange Information),representation, warranty, or statement made by or on behalf of the Company orany other person and neither the Company nor any other person will be liablefor any Placee's decision to participate in the Placing based on any otherinformation, representation, warranty or statement which the Placees may haveobtained or received. Each Placee acknowledges and agrees that it has relied onits own investigation of the business, financial or other position of theCompany in accepting a participation in the Placing. Nothing in this paragraphshall exclude the liability of any person for fraudulent misrepresentation orfraud. 6. Agreement to subscribe for Placing Shares Conditional on: a. Admission occurring and becoming effective by 8.00 a.m. (London time) on or prior to 27 January 2015 (or such later time and/or date, not being later than 6 February 2015, as the Company may decide); b. the passing of the resolution approving the Placing at the EGM (or any adjournment thereof); and c. Sanlam Securities confirming to the Placees their allocation of Placing Shares, a Placee agrees to become a member of the Company and agrees to subscribe forthose Placing Shares allocated to it by the Company at the Placing Price. To the fullest extent permitted by law, each Placee acknowledges and agreesthat it will not be entitled to exercise any remedy of rescission at any time.This does not affect any other rights the Placee may have. 7. Payment for Placing Shares Each Placee must pay the Placing Price for the Placing Shares issued to thePlacee in the manner and by the time directed by the Company/Sanlam Securities.If any Placee fails to pay as so directed and/or by the time required, therelevant Placee's application for Placing Shares shall be rejected. 8. Registration and Settlement Settlement of transactions in the Placing Shares (ISIN: GG00B1Z2SL48) followingAdmission will take place within CREST provided that, subject to certainexceptions, the Company reserves the right to require settlement for, anddelivery of, the Placing Shares (or a portion thereof) to Placees by such othermeans that it deems necessary if delivery or settlement is not possible orpracticable within CREST within the timetable set out in this Announcement orwould not be consistent with the regulatory requirements in any Placee'sjurisdiction. Each Placee allocated Placing Shares in the Placing will be sent a tradeconfirmation or Contract Note stating the number of Placing Shares allocated toit at the Placing Price, the aggregate amount owed by such Placee to SanlamSecurities (as agent for the Company) and settlement instructions. Each Placeeagrees that it will do all things necessary to ensure that delivery and paymentis completed in accordance with either the CREST or certificated settlementinstructions that it has in place with Sanlam Securities. It is expected that settlement in respect of the Placing Shares will be on 27January 2015 in accordance with the instructions set out in the tradeconfirmation. Interest is chargeable daily on payments not received from Placees on the duedate in accordance with the arrangements set out above at the rate of twopercentage points above LIBOR as determined by Sanlam Securities. Each Placee is deemed to agree that, if it does not comply with theseobligations, Sanlam Securities may sell any or all of the Placing Sharesallocated to that Placee on such Placee's behalf and retain from the proceeds,for Sanlam Securities' account and benefit (as agent for the Company), anamount equal to the aggregate amount owed by the Placee plus any interest due.The relevant Placee will, however, remain liable and shall indemnify SanlamSecurities on demand for any shortfall below the aggregate amount owed by itand may be required to bear any stamp duty or stamp duty reserve tax orsecurities transfer tax (together with any interest or penalties) which mayarise upon the sale of such Placing Shares on such Placee's behalf. Bycommunicating a bid for Placing Shares, each Placee confers on SanlamSecurities all such authorities and powers necessary to carry out any such saleand agrees to ratify and confirm all actions which Sanlam Securities lawfullytakes in pursuance of such sale. If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the trade confirmation or Contract Note is copiedand delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of itsnominee or in the name of any person for whom a Placee is contracting as agentor that of a nominee for such person, such Placing Shares should, subject asprovided below, be so registered free from any liability to UK stamp duty orstamp duty reserve tax or securities transfer tax. Placees will not be entitledto receive any fee or commission in connection with the Placing. 9. Representations, Warranties and Further Terms By agreeing to subscribe for Placing Shares, each Placee which enters into acommitment to subscribe for Placing Shares will (for itself and any person(s)procured by it to subscribe for Placing Shares and any nominee(s) for any suchperson(s)) be deemed to represent and warrant to each of the Company, SanlamSecurities and Numis Securities Limited ("Numis") that: a. in agreeing to subscribe for Placing Shares under the Placing, it is relying solely on this Announcement (and its Appendix) issued by the Company and not on any other information given, or representation or statement made at any time, by any person concerning the Company or the Placing. It agrees that none of the Company, Numis, Sanlam Securities, nor any of their respective officers, agents employees, will have any liability for any other information or representation and irrevocably and unconditionally waives any rights it may have in respect of any other information or representation; b. it acknowledges and agrees that no offering document, admission document or prospectus has been, or will be, prepared in connection with the Placing and represents and warrants that it has not received, and will not receive, an offering document, admission document or prospectus; c. acknowledges that the Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules (collectively "Exchange Information"), which includes the Company's announcements and circulars published in the previous 12 months and that it is able to obtain access to such information without undue difficulty; d. it (or the beneficial owner as applicable) has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; e. if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Placing Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, is duly authorised and complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, Numis, Sanlam Securities or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing; f. it has carefully read and understands this Announcement (and its Appendix) in its entirety, it has all the information it believes necessary or appropriate in connection with its decision to subscribe for Placing Shares and acknowledges that it is acquiring Placing Shares on the terms and subject to the conditions set out in this Announcement (and its Appendix) and the Articles as in force at Admission; g. it has not relied on Numis, Sanlam Securities or any person affiliated with either of them in connection with any investigation of the accuracy of any information contained in this Announcement (and its Appendix); h. the content of this Announcement (and its Appendix) and any Exchange Information is exclusively the responsibility of the Company and its Directors and neither Numis, Sanlam Securities nor any person acting on their respective behalf nor any of their affiliates are responsible for or shall have any liability for any information, representation or statement contained in this Announcement (and its Appendix) or any information published by or on behalf of the Company (including Exchange Information) and will not be liable for any decision by a Placee to participate in the Placing based on any information, representation or statement contained in this Announcement (and its Appendix) or otherwise; i. it acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained in this Announcement (and its Appendix) and, if given or made, any information or representation must not be relied upon as having been authorised by Numis, Sanlam Securities, the Company or any of their respective officers, agents or employees; j. it represents and warrants that neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depository receipts and clearance services); k. it accepts that none of the Placing Shares have been or will be registered under the laws of the United States, Canada, the Republic of South Africa, Australia or Japan. Accordingly, the Placing Shares may not be offered, sold, issued or delivered, directly or indirectly, within any of United States, Canada, the Republic of South Africa, Australia or Japan, unless an exemption from any registration requirement is available; l. if it is within the United Kingdom, it is a person who falls within Articles 49(2)(a) to (d) or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 or is a person to whom the Placing Shares may otherwise lawfully be offered under such Order, or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations; m. in the case of any Placing Shares acquired by an investor as a financial intermediary as that term is used in Article 3(2) of the EU Directive 2003/ 71/EC (the "Prospectus Directive"): (i) the Placing Shares acquired have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the Company has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any relevant Member State other than qualified investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; n. if it is a resident in any member state of the European Economic Area ("EEA State"), (a) it is a qualified investor within the meaning of the law in the relevant EEA State implementing Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive and (b) if that EEA State has implemented the Alternative Investment Fund Managers Directive (2011/61/EU) (the "AIFM Directive") that it is a person to whom the Placing Shares may lawfully be marketed under the AIFM Directive or under the applicable implementing legislation (if any) of that relevant EEA State; o. if it is outside the United Kingdom, neither this Announcement (and its Appendix) nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements; p. it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person; q. if the investor is a natural person, such investor is not under the age of majority (18 years of age in the United Kingdom) on the date of such investor's agreement to subscribe for Placing Shares under the Placing and will not be any such person on the date any such Placing is accepted; r. it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Appendix or any other offering materials concerning the Placing or the Placing Shares to any persons within the United States or to any US Persons, nor will it do any of the foregoing; s. it represents, warrants, acknowledges and agrees that it is not a national or resident of the United States or a corporation, partnership or other entity organised under the laws of the United States and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares into the United States or any other jurisdiction where to do so would be in breach of any applicable law and/or regulation and, in addition, it acknowledges that the Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or with any securities regulatory authority of any state or other jurisdiction of the United States; t. it has all the relevant permissions, authorisations and due capacity to subscribe for the Placing Shares and to perform its obligations under these terms and conditions and it acknowledges that neither Sanlam Securities nor Numis nor any of their respective affiliates nor any person acting on their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and participation in the Placing is on the basis that it is not and will not be a client of Sanlam Securities or Numis and that neither Sanlam Securities nor Numis have any duties or responsibilities to it for providing protection afforded to their respective clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertaking or indemnities contained in any placing letter; u. it acknowledges that where it is subscribing for Placing Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for the Placing Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Announcement (and its Appendix); and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company and/or Numis. It agrees that the provision of this paragraph shall survive any resale of the Placing Shares by or on behalf of any such account; v. it irrevocably appoints any director of the Company and any director of Sanlam Securities to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Placing Shares for which it has given a commitment under the Placing, in the event of its own failure to do so; w. it accepts that if the Placing does not proceed or the conditions to the Placing Agreement are not satisfied or the Placing Shares for which valid applications are received and accepted are not admitted to trading on AIM for any reason whatsoever then none of Numis, Sanlam Securities, the Company, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person; x. in connection with its participation in the Placing it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering ("Money Laundering Legislation") and that its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering Regulations 2007 in force in the United Kingdom; or (ii) subject to the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or (iii) subject to the Guernsey AML Requirements; or (iv) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive; y. it acknowledges that due to anti-money laundering requirements, the Company may require proof of identity and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the applicant to produce any information required for verification purposes, the Company may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify the Company against any liability, loss or cost ensuing due to the failure to process such application, if such information as has been required has not been provided by it; z. it acknowledges that any person in Guernsey involved in the business of the Company who has a suspicion or belief that any other person (including the Company or any person subscribing for Placing Shares) is involved in money laundering activities, is under an obligation to report such suspicion to the Financial Intelligence Service pursuant to the Terrorism and Crime (Bailiwick of Guernsey) Law, 2002 (as amended); aa. it acknowledges and agrees that information provided by it to the Company, Registrar or Administrator will be stored on the Registrar's and the Administrator's computer systems and manually. It acknowledges and agrees that for the purposes of the Data Protection (Bailiwick of Guernsey) Law 2001 (the "Data Protection Law") and other relevant data protection legislation which may be applicable, the Registrar and the Administrator are required to specify the purposes for which they will hold personal data. The Registrar and the Administrator will only use such information for the purposes set out below (collectively, the "Purposes"), being to: ab. i. process its personal data (including sensitive personal data) as required by or in connection with its holding of Placing Shares, including processing personal data in connection with credit and money laundering checks on it; ii. communicate with it as necessary in connection with its affairs and generally in connection with its holding of Placing Shares; iii. provide personal data to such third parties as the Administrator or Registrar may consider necessary in connection with its affairs and generally in connection with its holding of Placing Shares or as the Data Protection Law may require, including to third parties outside the Bailiwick of Guernsey or the European Economic Area; iv. without limitation, provide such personal data to the Company or the Manager and their respective associates for processing, notwithstanding that any such party may be outside the Bailiwick of Guernsey or the European Economic Area; and v. process its personal data for the Administrator's internal administration. Each Placee further confirms and undertakes that: ab. in providing the Registrar and the Administrator with information, it hereby represents and warrants to the Registrar and the Administrator that it has obtained the consent of any data subject to the Registrar and the Administrator and their respective associates holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purpose set out in paragraph (a)(a). For the purposes of this Appendix, "data subject", "personal data" and "sensitive personal data" shall have the meanings attributed to them in the Data Protection Law; ac. the representations, undertakings and warranties contained in this Appendix are irrevocable. It acknowledges that the Company and its affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the Placing Shares are no longer accurate, it shall promptly notify the Company. The Placee agrees to indemnify on an after-tax basis and hold harmless on demand each of the Company, Numis, Sanlam Securities and each of their respective affiliates and any person acting on its or their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix; ad. where it or any person acting on behalf of it is dealing with Numis, any money held in an account with Numis on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the Financial Conduct Authority which therefore will not require Numis to segregate such money, as that money will be held by Numis under a banking relationship and not as trustee; ae. where it or any person acting on behalf of it is dealing with Sanlam Securities, any money held in an account with Sanlam Securities on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the Financial Conduct Authority which therefore will not require Sanlam Securities to segregate such money, as that money will be held by Sanlam Securities under a banking relationship and not as trustee; af. any of its clients, whether or not identified to Sanlam Securities and/or Numis, will remain its sole responsibility and will not become clients of Sanlam Securities and/or Numis for the purposes of the rules of the Financial Conduct Authority or for the purposes of any other statutory or regulatory provision; ag. it accepts that the allocation of Placing Shares shall be determined by the Company in its absolute discretion and that the Company may scale down any Placing commitments for this purpose on such basis as it may determine; and ah. time shall be of the essence as regards its obligations to settle payment for the Placing Shares and to comply with its other obligations under the Placing. The representations, warranties, acknowledgements and undertakings contained inthese terms and conditions are given to the Company and are irrevocable andshall not be capable of termination in any circumstances. 10. Supply and Disclosure of Information If Sanlam Securities, the Registrar or the Company or any of their agentsrequest any information about a Placee's agreement to subscribe for PlacingShares under the Placing, such Placee must promptly disclose it to them. 11. Miscellaneous The rights and remedies of Numis, Sanlam Securities, the Administrator, theRegistrar and the Company under these terms and conditions are in addition toany rights and remedies which would otherwise be available to each of them andthe exercise or partial exercise of one will not prevent the exercise ofothers. On application, if a Placee is a discretionary fund manager, that Placee may beasked to disclose in writing or orally the jurisdiction in which its funds aremanaged or owned. All documents provided in connection with the Placing will besent at the Placee's risk. They may be returned by post to such Placee at theaddress notified by such Placee. Each Placee agrees to be bound by the Articles once the Placing Shares, whichthe Placee has agreed to subscribe for pursuant to the Placing and all disputesand claims arising out of or in connection with its subject matter or formation(including non-contractual disputes or claims), have been acquired by thePlacee. The contract to subscribe for Placing Shares under the Placing and theappointments and authorities mentioned in this Announcement (and its Appendix)will be governed by, and construed in accordance with, the laws of England andWales. For the exclusive benefit of Numis, Sanlam Securities, theAdministrator, the Company and the Registrar, each Placee irrevocably submitsto the jurisdiction of the courts of England and Wales and waives any objectionto proceedings in any such court on the ground of venue or on the ground thatproceedings have been brought in an inconvenient forum. This does not preventan action being taken against the Placee in any other jurisdiction. In the case of a joint agreement to subscribe for Placing Shares under thePlacing, references to a "Placee" in these terms and conditions are to each ofthe Placees who are a party to that joint agreement and their liability isjoint and several. All times and dates in this document may be subject to amendment. The Company expressly reserves the right to modify the Placing (including,without limitation, the timetable and settlement) at any time beforeallocations are determined. DEFINITIONS In this announcement the words and expressions listed below have the meaningsset out opposite them, except where the context otherwise requires: 2013 Admission Date the date on which Shares issued pursuant to the previous secondary issue were admitted to trading on AIM, being 21 August 2013 Admission or 2015 Admission the admission of the Placing Shares to trading on AIM in accordance with the AIM Rules Advisers the Manager and the Investment Adviser AIM the market of that name operated by the London Stock Exchange AIM Rules the AIM Rules for Companies including the AIM Note for Investing Companies and the AIM Rules for Nominated Advisers, published by the London Stock Exchange Articles the articles of incorporation of the Company Board or Directors the board of Directors of the Company or any duly constituted committee thereof Business Day a day (other than a Saturday, Sunday or public holiday in England or Guernsey) on which banks are generally open for business Calculation Date the date, which is expected to be 19 January 2015, at which the NAV per Share will be calculated for the purposes of determining the Placing Price Circular the circular to be issued by the Company in connection with the Placing, amongst other things, expected to be posted to Shareholders later today Company Crystal Amber Fund Limited Euroclear Euroclear UK & Ireland Limited, being the operator of CREST Extraordinary General the extraordinary general meeting of the CompanyMeeting or EGM to be convened for 10.00 a.m. on 23 January 2015 or any adjournment thereof, notice of which will be set out in the Circular Financial Conduct Authority the UK Financial Conduct Authorityor FCA FSMA the Financial Services and Markets Act 2000, as amended Form of Proxy the form of proxy accompanying the Circular for use in connection with the Extraordinary General Meeting GFSC The Guernsey Financial Services Commission Guernsey Rules the Authorised Closed-Ended Investment Schemes Rules 2008 Investment Adviser Crystal Amber Advisers (UK) LLP Law the Companies (Guernsey) Law, 2008 (as amended) London Stock Exchange London Stock Exchange plc Manager Crystal Amber Asset Management (Guernsey) Limited Net Asset Value or NAV net asset value Net Asset Value per Share or the Net Asset Value divided by the number ofNAV per Share Shares then in issue (excluding Shares held in treasury) Notice of EGM the notice of the Extraordinary General Meeting as set out in the Circular Ongoing Charges Ratio the Company's annualised ongoing charges divided by the Company's average NAV in the same period, expressed as a percentage Original Admission Date 17 June 2008 Original Placing Price 100 pence per Share Placing the conditional placing of the Placing Shares at the Placing Price Placing Price the NAV per Share on the Calculation Date plus a premium of between 1.4 and 1.5 per cent. Placing Shares the new Shares that will be placed with investors under the Placing Qualified Investors as defined in section 86(7) of the Financial Services and Markets Act 2000 (as amended) Regulatory Information a service approved by the London Stock ExchangeService for the distribution to the public of AIM announcements Resolution the resolution to be proposed at the Extraordinary General Meeting, details of which will be contained in the Notice of EGM Sanlam Securities Sanlam Securities UK Limited Shareholder a holder of Shares Shares ordinary shares of £0.01 each in the capital of the Company Shareholders holders of Shares Sterling or £ the lawful currency of the United Kingdom UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland United States the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia Unless otherwise stated in this document, all references to statute or otherforms of legislation shall refer to statute or forms of legislation of the UK.