17 January 2013 CRYSTAL AMBER FUND LIMITED ("Crystal Amber Fund" or the "Fund") Further re. Holding in Company On 14 January 2013, the Company was advised by Invesco Limited ("Invesco") that its shareholding in the Fund had increased to 30.00 per cent. of the Ordinary Shares in issue (excluding shares held as treasury shares) as a result of the recent share buybacks by the Company totalling 1,000,000 Ordinary Shares. Under Rule 9 of the City Code ("Rule 9"), when a person acquires, whether by a series of transactions over a period of time or not, an interest (as defined in the City Code) in shares which (taken together with shares in which persons acting in concert with them are interested) carry 30 per cent. or more of the voting rights of a company to which the City Code applies, such person is normally required by the Panel to make a general offer to the holders of any class of equity share capital of that company (whether voting or non-voting) and also to the holders of any class of transferable securities carrying voting rights issued by that company to acquire their shares or other securities. Rule 9 also provides that any person, together with persons acting in concert with them, who is interested in shares which in aggregate carry not less than 30 per cent. but do not hold more than 50 per cent. of the voting rights of a company to which the City Code applies will be unable, without the Panel's consent, to acquire, either individually or together, any interest in any other shares which increases the percentage of shares carrying voting rights in which they are interested without being required to make a general offer to the holders of any class of equity square capital of that company (whether voting or non-voting) and also to the holders of any class of transferable securities carrying voting rights issued by that company to acquire their shares or other securities. Under Rule 37.1 of the City Code, when a company purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert (a "Concert Party") is interested will be treated as an acquisition for the purpose of Rule 9. A person not acting, or presumed to be acting, in concert with any one or more of the directors will not normally incur an obligation to make a mandatory offer under Rule 9 if, as a result of the purchase of its own shares by a company, they come to exceed the percentage limits set out in Rule 9, but the Panel should be consulted in all such cases. However, this exception will not normally apply when a person (or any relevant members of a group of persons acting in concert) not acting, or presumed to be acting, in concert with any one or more of the directors has acquired an interest in shares at a time when they had reason to believe that such a purchase of its own shares by the company would take place. As at 13 December 2012 (being the date prior to the first share buyback of Ordinary Shares by the Fund) Invesco owned 17,700,000 Ordinary Shares, representing approximately 29.5 per cent. of the Ordinary Shares in issue. As a result of the on-market share buyback programme that the Company commenced on 14 December 2012, Invesco now holds an interest representing 30.00 per cent. of the Ordinary Shares in issue (excluding shares held as treasury shares) of the Fund. Following discussions between the Company and the Panel, the Panel agreed, prior to the commencement of the share buyback programme, that, under Rule 37.1 of the Code and in particular note 1 of that Rule, Invesco should be treated as an "innocent bystander" in relation to any increase in its holding of Ordinary Shares as a result of the on-market share buyback programme and there will not be any Rule 9 consequences on Invesco arising from such buyback of Ordinary Shares. For further enquiries please contact: Crystal Amber Fund Limited William Collins (Chairman) Tel: 01481 716 000 Merchant Securities Limited - Nominated Adviser David Worlidge/Simon Clements Tel: 020 7628 2200 Numis Securities Limited - Broker Nathan Brown/Hugh Jonathan Tel: 020 7260 1426 Crystal Amber Advisers (UK) LLP - Investment Adviser Richard Bernstein Tel: 020 7478 9080 END -0- Jan/17/2013 13:30 GMT
CRYSTAL AMBER FUND LIMITED: Further re Holdings in Company
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