2011-08-24 16:55:00 CEST
2011-08-24 16:55:07 CEST
REGULATED INFORMATION
Amanda Capital - Company Announcement
INTEGRATION OF AMANDA GROUP ADVANCES ACCORDING TO PLANS
AMANDA CAPITAL PLC STOCK EXCHANGE RELEASE
24 AUGUST 2011 AT 17.55
INTEGRATION OF AMANDA GROUP ADVANCES ACCORDING TO PLANS
The integration of Amanda Group began in the second quarter of the year. The
operations were divided into three segments: Asset Management, Corporate
Finance and Investments. By creating three segments, we wish to report the
profitability of the different lines of business to Amanda's shareholders in a
transparent manner.
The Asset Management segment comprises private equity and hedge fund
investments, equity and bond investments, sales and business support. The asset
management segment, which covers more than 75% of the Group personnel, will
concentrate its operations to one location during the autumn of 2011. This will
enable seamless co-operation between persons working with different asset
management products and create good preconditions for selling all asset
management products in a centralised manner. ”I am especially proud of the fact
that, despite difficult market conditions, we managed to carry out the first
closing of the Amanda V East private equity fund at the end of June. Amanda V
East, which is established and managed by Amanda, makes investments in growth
and buyout private equity funds, which make investments in small and midsized
unlisted companies in Russia, CIS, CEE and SEE countries”, says Janne Larma,
CEO.
In the Corporate Finance segment, Advium acted as advisor in a few
transactions, and at the beginning of summer we felt that the number of mergers
and acquisitions and real estate transactions would grow towards the end of the
year. The turbulence of the financial market, which escalated in August, will
have a negative impact on the number of transactions, however, if prolonged.
In the Investments segment, the second quarter was rather active, and we
obtained a cash flow of EUR 4.3 million from exits and invested EUR 2.5 million
in capital calls.
”The second quarter was quite challenging in the capital markets, both in
Finland and worldwide. Despite this, we at Amanda managed to continue with the
integration in a successful manner and make a positive result in all segments”,
says Janne Larma, CEO.
Additional information: Janne Larma, CEO, tel. +358 40 500 4366
Distribution: OMX Nordic Exchange Helsinki, www.amandacapital.fi
Amanda Group is a Finnish group of companies that specialises in asset
management and corporate finance operations. The Group offers services related
to mutual funds, private equity funds and hedge funds as well as traditional
asset management for institutions and individuals. The assets managed by the
Group total approximately EUR 3.8 billion. In addition, Advium Corporate
Finance Ltd, which is part of the Group, offers advisory services related to
mergers and acquisitions, real estate transactions and equity capital markets.
More information on Amanda Group is available on the following websites:
www.amandacapital.fi, www.eQvarainhoito.fi and www.advium.fi.
AMANDA CAPITAL PLC'S INTERIM REPORT 1 JANUARY TO 30 JUNE 2011
Result of operations and financial position during the period 1 January to 30
June 2011
-- The Group's management fees increased to EUR 4.2 million (EUR 2.0 million
from 1 Jan. to 30 June 2010).
-- The Group's net investment income increased to EUR 3.8 million (EUR 0.6
million).
-- The Group's operating profit grew to EUR 4.3 million (EUR 0.9 million).
-- Consolidated earnings after taxes were EUR 2.9 million (EUR 0.4 million).
-- The interim report for the period 1 Jan. to 30 June comprises eQ Asset
Management Group and Advium Corporate Finance Ltd from 1 April 2011.
Therefore reference data of the interim report is not comparable.
-- Earnings per share were EUR 0.09 (EUR 0.018).
-- Equity per share rose to EUR 2.05 (EUR 1.80).
-- The equity to assets ratio was 90.3% (88.4%).
Result of operations during the period 1 April to 30 June 2011
-- The Group's management fees totalled EUR 3.3 million (EUR 1.0 million).
-- The Group's net investment income was EUR 3.3 million (EUR 0.2 million).
-- The Group's operating profit was EUR 3.9 million (EUR 0.3 million).
-- Consolidated earnings after taxes were EUR 2.8 million (EUR 0.1 million).
-- Earnings per share were EUR 0.08 (EUR 0.005).
Financial environment
The first half of 2011 was restless in the capital market. Even though the
direct impacts of the political unrest in North Africa and the earthquake in
Japan on the market decreased by the summer of 2011 and the results and
outlooks of companies have been reasonably good during the entire six-month
period, the equity market has fallen strongly during the summer. Even the bond
market has been unexceptionally unstable. The main reason for this continues to
be the culmination of the debt crisis in Europe and the U.S. and the concern
for the fact that there will not be enough political will for making decisions
that would stabilise the market, in which case the crisis could expand to other
indebted Mediterranean countries.
Because of the more favourable development in the first months of the year, the
global equity market was almost at the same level at the end of June as at the
beginning of the year (MSCI World +1.7% and Stoxx 600 -1.1%). For the Finnish
equity market, the first half of the year was clearly weaker, and the HEX Cap
index fell by 9.9%. The euro strengthened against the dollar by 8.6%.
At the end of May, the new culmination of the debt crisis in Greece resulted in
a strong reaction in the government bonds of the euro zone. During the summer,
the credit risk premiums of the indebted countries became wider and doubled in
July in, for instance, Italy from 1.5 percentage points to more than 3
percentage points and in Portugal from 6 percentage points to 12 percentage
points. The interest rate level of German government bonds remained almost
unaltered. Among interest rate classes, high yield corporate loans gave the
best return in the first half of the year, approximately +4%, and the returns
of other corporate loan classes were also round +2 to 3% during the period
under review.
At the end of July, anxiety in the American and European equity market increase
rapidly. The reason for this was the fear for the expansion of the European
debt crisis to Italy and Spain and the political conflict in the U.S. on means
to put an end to the increase of the government debt burden. At the beginning
of August, the valuation level of the equity market fell rapidly in Europe. As
a fringe area, the Finnish equity market almost crashed, partly due to the
second-quarter results of companies, which were weaker than expected. Because
of the turbulence, the growth expectations of national economies will probably
be cut down, and uncertainty is expected to prevail in the capital market far
into the autumn.
Major events January to June 2011
The Annual General Meeting held on 16 March 2011 decided to approve the
transaction whereby Amanda Capital Plc acquires 100% of the shares in Advium
Corporate Finance Ltd and eQ Asset Management Group Ltd as well as the
convertible bond issued by eQ Asset Management Group Ltd and authorise the
Board of Directors to decide on a share issue. On the basis of the
authorisation, the Board of Directors issued on 16 March 2011 altogether 10 302
605 new shares in Amanda Capital to the shareholders of Advium and eQ Asset
Management Group as well as the holders of the convertible bond. Because of the
execution of the share issue and combination agreement, Advium and eQ AMG have
become fully owned subsidiaries of Amanda.
After the subscription and registration of the issued shares, the total number
of shares issued by Amanda is 33 070 351. At its constitutive meeting on 16
March 2011, the Board of Directors of Amanda Capital Plc appointed Janne Larma
CEO of Amanda Capital Plc, in accordance with a previous announcement.
The Amanda V East private equity fund, established and managed by Amanda, made
its first closing on 30 June 2011 at the size of EUR 33.0 million. The private
equity fund makes investments in growth and buyout private equity funds, which
make investments in small and midsized unlisted companies in Russia, CIS, CEE
and SEE countries. The fund is the second private equity fund of Amanda that
makes investments in Eastern Europe. Like its predecessor, it makes investments
in both new private equity funds and acquires shares from the secondary market.
The fund will continue to collect means, and the final closing will take place
by 30 June 2012.
Group net sales and result development
Advium Corporate Finance Ltd and eQ Asset Management Group Ltd, acquired on 16
March 2011, have had an impact on the result development of the first half of
the year, and the results of said companies were consolidated with the result
of Amanda Group from 1 April 2011.
The consolidated net sales totalled EUR 8.0 million (EUR 2.7 million from 1
Jan. to 30 June 2010). Management fees increased from the comparison period due
to the acquisition of Advium Corporate Finance Ltd and eQ Asset Management
Group Ltd. The net investment income of Amanda Group increased from the
comparison period. The Group's expenses and depreciation totalled EUR 3.7
million (EUR 1.8 million). Personnel expenses totalled EUR 1.9 million (EUR 0.8
million) and depreciation accounted for EUR 0.4 million (EUR 0.4 million).
Other operating expenses were EUR 1.4 million (EUR 0.6 million).
The Group's operating profit was EUR 4.3 million (EUR 0.9 million). The
increase from the comparison period was due to the increasing income from
investment operations and the result of the acquired companies. The profit for
the period under review was EUR 2.9 million (EUR 0.4 million).
BUSINESS AREAS
The Board of Directors of Amanda Capital has decided to introduce three
separate business segments from 1 April 2011: Asset Management, Corporate
Finance and Investments.
Asset Management
The Asset Management segment consists of the business operations of eQ Asset
Management Group and the asset management, investment advice, management and
reporting services related to Amanda Capital's private equity investments.
The operating environment of the Asset Management segment was more challenging
than expected in the first half of the year. During the first months of the
year, the earthquake in Japan and political unrest in North Africa made the
market nervous. The debt crisis in Europe and above all the difficult situation
of the Greece national economy has had a negative impact on both the
development of the private equity market and the willingness of investors to
make new investments in the securities market.
New sales have been challenging, above all in the second quarter. The assets
under management grew, however, to EUR 3 829 million from January to June. On
30 June 2011, the assets managed under equity and bond investments totalled EUR
1 069 million and within private equity investments, the commitments under
management were EUR 2 760 million (original investment commitments).
The nervousness of the market was also reflected on the total net subscriptions
in mutual funds operating in the Finnish market, which were EUR 132 million
negative in January-June. The net subscriptions in the eQ Funds totalled,
however, EUR 34 million during the period.
The mutual fund eQ Emerging Dividend, which makes investments in dividend stock
in emerging markets, was launched in February. Morningstar, which makes
international fund management company comparisons, rated eQ Fund Management
Company Ltd the best special equity house in Finland in 2011, the second time
in a row.
The Amanda V East private equity fund, established and managed by Amanda, made
its first closing on 30 June 2011 at EUR 33.0 million. The private equity fund
makes investments in growth and buyout private equity funds, which make
investments in small and midsized unlisted companies in Russia, CIS, CEE and
SEE countries. The fund is already Amanda's second private equity fund that
makes investments in Eastern Europe, and like its predecessor, it makes
investments in both new private equity funds and acquires shares from the
secondary market. The fund will continue to collect means, and the final
closing will take place by 30 June 2012. The fund has introduced its investment
operations and made its first investment commitment in a Ukrainian private
equity fund established in 2008 and managed by Horizon Capital.
Asset Management April to June/2011 January to June/2011
Net sales EUR 1.7 million EUR 3.1 million
Operating profit EUR 0.6 million EUR 1.0 million
Personnel 49 49
The income statement of eQ Asset Management Group has been consolidated with
the income statement of Amanda Group and the Asset Management segment from 1
April 2011.
Corporate Finance
The Corporate Finance segment offers services related to mergers and
acquisitions, real estate transactions and equity capital markets.
Uncertainty prevailed in the financial market during the period under review,
and transaction processes continue to be rather long. Private equity investors
are returning to the market for mergers and acquisitions, which is expected to
increase the number of transactions in general in the near future.
During the period under review, Advium acted as advisor in two transactions. In
April, Advium acted as advisor for the buyer, when Sponda Plc bough of Suomi
Mutual Life Assurance Company the Fennia block in the city centre of Helsinki
at a transaction value of EUR 122 million. In May, Advium acted as advisor for
the sellers, when Partioaitta was sold to the Swedish outdoor equipment company
Fenix Outdoor AB.
The number of personnel of Advium has remained unaltered during the period, and
was 13 at the end of June.
After the period under review, Advium has acted as advisor for the seller, as a
fund managed by the private equity investor Sentica Partners and the acting
management sold Miratel Oy, which provides communication and alarm systems, to
the Swiss company Ascom Holding AG.
It is typical of corporate finance business that success fees have a
considerable impact on invoicing, due to which the result may vary considerably
from quarter to quarter.
Corporate Finance April to June/2011 January to June/2011
Net sales EUR 1.1 million EUR 1.1 million
Operating profit EUR 0.6 million EUR 0.6 million
Personnel 13 13
The income statement Advium Corporate Finance Ltd has been consolidated with
the income statement of Amanda Group from 1 April 2011.
Investments
The business operations of the Investments segment consist of private equity
fund investments made from the own balance sheet of Amanda Group. Additional
information on the investments of Amanda Group can be found on the company
website at www.amandacapital.fi under Investment Activities.
During the period under review, the net income of Amanda Capital Plc's
Investments segment totalled EUR 3.8 million (EUR 0.6 million from 1 Jan. to 30
June 2010). At the end of the period under review, the fair value of the
private equity funds was EUR 43.9 million (EUR 36.0 million). The amount of the
remaining investment commitments was EUR 17.4 million (EUR 20.2 million on 30
June 2010). During the period under review, private equity funds called in a
total of EUR 3.0 million and returned EUR 5.6 million.
Amanda Capital has made a decision that it will only make new investments in
funds managed by Amanda in future.
Investments April to June/2011 January to June/2011
Net sales EUR 3.3 million EUR 3.8 million
Operating profit EUR 3.2 million EUR 3.6 million
Personnel 1 1
Balance sheet
The consolidated balance sheet total was EUR 75.1 million (EUR 46.48 million).
The increase from the comparison period was mainly due to the positive
development of the market values of the private equity fund investments and the
transaction concluded on 16 March 2011.
At the end of the period under review, Amanda's shareholders' equity was EUR
67.8 million (EUR 41.0 million). The shareholders' equity was influenced by the
profit for the period of EUR 2.9 million and the change in the fair value
reserve of EUR 4.3 million, in total EUR 6.2 million, as well as the
transaction executed on 16 March 2011, whereby 10 302 605 shares were issued at
the price of EUR 1.59 per share. The increase in the reserve for invested
unrestricted equity by EUR 16.4 million is due to the share issue related to
the transaction. The changes are specified in detail in the tables attached to
this release.
EUR 3.2 million (EUR 0.0 million) of the debt was interest-bearing long-term
debt and EUR 0.0 million (EUR 4.0 million) was interest-bearing short-term
debt. Interest-free long-term debt amounted to EUR 1.7 million (EUR 0.7
million) and interest-free short-term debt totalled EUR 2.4 million (EUR 0.7
million). Amanda's equity to assets ratio was 90.3% (88.4%).
Shares and share capital
Amanda Capital Plc's number of shares increased as a result of the decision by
the Annual General Meeting, according to which Amanda Capital Plc will acquire
the shares of Advium Corporate Finance Ltd and eQ Asset Management Group Ltd as
well as a convertible bond issued by eQ Asset Management Group Ltd by issuing
10 302 605 new shares. After the subscription and registration of the issued
shares, the total number of shares issued by Amanda is 33 070 351. The increase
did not influence the share capital of EUR 11 383 873.
Own shares
On 30 June 2011, Amanda Capital Plc acquired 163 153 own shares at the price of
EUR 1 per share. The transaction is related to the corporate acquisition
carried out on 16 March 2011, in which Amanda Capital Plc acquired the share
capital of eQ Asset Management Group Ltd and Advium Corporate Finance Ltd. As a
person who was party in the transaction terminated his employment, Amanda had
the right, in accordance with the terms of the transaction, to repurchase
shares given as payment. The right to repurchase own shares was granted by the
Annual General Meeting held on 14 April 2010.
During the comparison period, Amanda held at the end of the period under review
a total of 475 707 own shares acquired for hedging the share-based incentive
plan and 91 657 shares acquired based on authorisations by Annual General
Meetings.
Shareholders
On 27 June 2011, Amanda published a flagging announcement, in which
Ulkomarkkinat Oy announced that it had acquired shares in such a manner that
the flagging threshold of 10% was exceeded. In addition, Ulkomarkkinat Oy
participated in the guarantee arrangements for Amanda Capital Plc's share issue
directed to the personnel and share holdings. Because of the arrangement,
Ulkomarkkinat Oy had in certain situations a pre-emptive right to purchase
these shares. If Ulkomarkkinat Oy was to exercise the pre-emptive purchase
right, its holding in Amanda Capital would have risen to over one tenth. The
guarantee arrangement has ended, and the holding of Ulkomarkkinat Oy rose to
more than one tenth. In addition, Amanda published a flagging announcement on
30 June 2011, in which Berling Capital Oy participated in the guarantee
arrangement of the share issue directed to Amanda Capital Plc's personnel and
the share holdings. Because of the arrangement, Berling Capital Oy had in
certain situations a pre-emptive right to purchase these shares. If Berling
Capital Oy was to exercise the pre-emptive purchase right, its holding in
Amanda Capital would have risen to over one tenth. The guarantee arrangement
has ended, and the holding rose to more than one tenth.
Ten largest shareholders as at 30 June 2011
Share of shares and votes, %
Veikko Laine Oy 11.05
Fennogens Investments S.A. 10.99
Berling Capital Oy 10.77
Ulkomarkkinat Oy 10.09
Chilla Capital S.A. 8.06
Oy Hermitage Ab 7.15
Mandatum Life Insurance Company 6.21
Oy Cevante Ab 4.29
Linnalex Ab 2.67
Louko Antti 2.26
On 30 June 2011, Amanda Capital Plc had 3 310 shareholders.
Option scheme 2010
During the period under review, the Board of Directors of the company decided
to allocate 450 000 options from the Option Scheme 2010 to Janne Larma, CEO. At
the end of the period, a total of 900 000 options had been allocated. Based on
the authorisation received by the Board on 14 April 2010, there were 1 100 000
unallocated options at the end of the period under review. The terms and
conditions of the option scheme have been published in a stock exchange release
of 18 August 2010, and they can be found in their entirety on the company
website at www.amandacapital.fi.
After the period under review, 200 000 options were returned to Amanda Capital
Plc from the Option Scheme 2010.
Decisions adopted by annual general meeting
Amanda Capital Plc's annual general meeting, held on 16 March 2011 in Helsinki,
decided upon the following:
Confirmation of the financial statements:
Amanda Capital Plc's annual general meeting confirmed the financial statement
of the company, which included the group financial statements, the management
report and the audit report for the financial year 2010.
Decision in respect of the result shown on the balance sheet:
The proposal by the board of directors not to distribute any dividend and to
book the parent company's financial result of the financial period on the
profit and loss account was confirmed.
Discharge from liability to the board of directors, managing directors and
deputy managing director:
The annual general meeting decided to grant discharge from liability to the
board of directors and the managing directors.
The number of board members, appointment of board members and the remuneration
of the members of the board:
In accordance with the decision of the annual general meeting, five board
members, being Ole Johansson, Georg Ehrnrooth, Eero Heliövaara, Jussi Seppälä
and Catharina Stackelberg-Hammarén were appointed for a term until the next
annual general meeting. The annual general meeting decided that the members of
the board would receive remuneration as follows: the chairman of the board will
receive 3,300 Euros and the board members will receive 1,800 Euros per month.
Travel and lodging costs will be compensated in accordance with the company's
expense policy. The board appointed Ole Johansson as chairman of the board in
its constituting meeting held immediately after the annual general meeting.
Auditors:
Ernst & Young Oy, corporation of authorized public accountants, will continue
as auditor of the company, and Ulla Nykky APA will act as Lead Auditor. It was
decided to compensate the auditors as per issued invoice.
Approval of a corporate transaction and authorising the Board of Directors to
decide on the issuance of shares:
The annual general meeting decided to approve the transaction, whereby Amanda
Capital Plc acquires all shares in Advium Corporate Finance Ltd and eQ Asset
Management Group Ltd as well as the convertible bond issues by eQ Asset
Management Group Ltd and decided to authorise the board of directors to decide
on a share issue comprising of no more than 10,302,605 new shares. The
subscription price for each share is 1.41 Euros.
The authorisation includes a right for the board of directors to decide on all
other terms of the share issue, including the right to decide whether the
subscription price is to be booked in full or in part in the reserve for
invested unrestricted equity or as an increase of the share capital, and it
includes the right to decide on a directed issue of shares.
The authorisation is intended to be used to implement the corporate transaction.
The authorisation does not replace earlier authorisations, which will remain in
force and the new authorisation is valid until 31.7.2011.
Amendment of field of activity - article:
It was decided to amend the field of activity as follows: The company's field
of activity is to own and manage shares, other securities and real estate as
well as to engage in securities trading and other investment operations. The
company takes care of the centralised administrative duties of the investment
firms, fund management companies and other companies belonging to the Group.
Personnel and organisation
At the end of the period under review, the number of personnel was 63. The
Asset Management segment had 49 employees, the Corporate Finance segment 13
employees and the Investments segment 1 employee. The personnel of the Asset
Management segment comprises nine persons with fixed-term employment and the
Corporate Finance segment two persons with fixed-term employment.
The overall salaries paid to the employees of Amanda Capital Group during the
period under review totalled EUR 1.9 million (EUR 0.8 million). This sum
comprises the salaries of Advium Corporate Finance Ltd and eQ Asset Management
Group from 1 April to 30 June 2011 and the salaries of Amanda Capital Plc's and
Amanda Advisors Ltd's personnel from 1 January to 30 June 2011.
Major risks and short-term uncertainties
The result of the Asset Management segment depends on the development of the
assets under management, which is highly dependent of the development of the
private equity market. On the other hand, the management fees of private equity
funds are based on long-term agreements that produce a stable cash flow.
Success fees, which depend on the number of mergers and acquisitions and real
estate transactions, have a considerable impact on the result of the Corporate
Finance segment. These vary considerably within one year and are dependent on
economic trends.
The risks associated with Amanda Group's investment operations are the market
risk, currency risk and liquidity risk. Among these, the market risk has the
greatest impact on investments. Amanda's investments are well diversified,
which means that the impact of one investment in a company, made by one
individual fund, on the yield of the investments is often small.
Corporate acquisitions
On 16 March 2011, Amanda Capital Plc acquired 100 % of the shares in Advium
Corporate Finance Ltd and eQ Asset Management Group Ltd and the convertible
bond issued by eQ Asset Management Group Ltd. The combined entity is a strong
Finnish company that specialises in the management of private equity and
alternative investments, traditional asset management and corporate finance
advisory services. The value of the transaction totalled EUR 16.6 million, and
it was paid by issuing 10 302 605 new shares in Amanda Capital. Of the shares,
5 854 563 were allocated to the shareholders of Advium Corporate Finance Ltd,
and their purchase price was EUR 9.4 million. 3 903 042 shares were allocated
to the shareholders of eQ Asset Management Group Ltd, their purchase price
being EUR 6.3 million, and 545 000 shares were issued for acquiring the
convertible bond issued by eQ Asset Management Group Ltd, the purchase price
being EUR 0.9 million. The purchase price comprises a transfer tax of EUR 0.2
million.
The purchase price exceeded Advium Corporate Finance Ltd's net assets by EUR
9.3 million and the purchase price of eQ Asset Management Group Ltd's exceeded
the net assets by EUR 5.2 million. As for Advium, EUR 2.0 million was allocated
to intangible assets by calculating a fair value for the Advium brand. For eQ
Asset Management Group Ltd's part, EUR 2.5 million was allocated to intangible
assets by calculating fair values for the concluded customer agreements and the
brand. A deferred tax liability allocated to these assets was recorded in the
amount of EUR 0.1 million. The remaining goodwill for Advium is EUR 7.3 million
and for eQ Asset Management Group Ltd EUR 2.8 million. The goodwill is based on
the personnel and offers Amanda the opportunity to expand its operations to new
business areas, which increases its customer base and product selection.
Had Advium Corporate Finance and eQ Asset Management Group been consolidated
with Amanda Group at the beginning of 2011, Amanda Group's net sales had been
EUR 1.6 million higher during the period under review.
Acquired net assets and goodwill at preliminary values (EUR
million):
Advium eQ Asset Management
Cash and investments 0.5 1.3
Tangible assets 0.1 0.1
Intangible assets 0.0 0.7
Receivables 0.5 0.8
Financial liabilities -0.6 -1.4
Other liabilities -0.4 -0.4
Acquired net assets 0.1 1.0
Adjustment of the acquisition cost 0.0 0.1
of the convertible bond
Acquisition cost 9.4 6.3
Unallocated purchase price 9.3 5.2
Fair value of the brand 2.0 2.0
Customer agreements 0.0 0.5
Deferred tax 0.1
Goodwill 7.3 2.8
The Group increased its holding in the investment firm Active Hedge Advisors
AHA Oy, which has offered advisory services to eQ Asset Management in
connection with the investment operations of the eQ Active Hedge Fund, from 50
to 100%. This transaction has no impact on the portfolio management of the eQ
Active Hedge Fund.
Acquired net assets and goodwill at preliminary values (EUR 1 000):
Cash and investments 43.7
Other liabilities 1.1
Acquired net assets 42.6
Acquisition cost 100.0
Unallocated purchase price 57.4
Customer agreements 57.4
Events after the reporting period
After the end of the reporting period, the Board of Directors has appointed
Janne Larma, Petter Hoffström, Lauri Lundström and Annamaija Peltonen to Amanda
Group's management team.
Outlook
The fall of share prices that took place at the beginning of the third quarter
and the considerable uncertainty in the financial market will have a negative
impact on the Group's business operations, when prolonged. This will first be
seen as a decreased in the assets managed by the Group and consequently in
management fees.
AMANDA CAPITAL PLC
Board of Directors
Tables
Principles for drawing up the report
This financial statements bulletin has been prepared in accordance with the
International Financial Reporting Standards (IFRS) and the IAS 34 Interim
Financial Reporting standard approved by the EU. When preparing the interim
report, Amanda has applied the same principles as in the financial statements
for the year 2010, and the calculating formulas of the key ratios have been
presented in the financial statements. As for the net investment income, Amanda
Group's net sales are recognised in Amanda's income statement in different
quarters due to factors independent of the company.
The interim report has not been audited.
CONSOLIDATED INCOME STATEMENT, EUR 1
000
4-6/11 4-6/10 1-6/11 1-6/10 1-12/10
NET SALES
Net investment 3 325 210 3 759 627 1 136
income
Management fees 3 289 1 008 4 232 2 027 3 972
Total 6 615 1 219 7 991 2 654 5 108
Depreciation -244 -193 -389 -366 -710
Operating expenses -2 441 -748 -3 295 -1 414 -2 570
Operating profit 3 930 277 4 308 874 1 829
Financial income and -183 -123 -345 -267 -623
expenses
Profit before taxes 3 747 154 3 962 607 1 205
Income taxes -969 -52 -1 050 -198 -371
Minority interests -3 - -3 - -
PROFIT (LOSS) FOR 2 775 103 2 910 409 834
THE PERIOD
Other comprehensive
income:
Available-for-sale 345 812 4 300 1 610 3 407
financial assets,
net
TOTAL COMPREHENSIVE 3 121 915 7 210 2 019 4 241
INCOME FOR THE
PERIOD
Earnings per share, 0.08 0.005 0.09 0.018 0.04
EUR
Earnings per average 0.10 0.005 0.10 0.018 0.04
share, EUR *)
*) Weighted average number of shares outstanding during the
period.
CONSOLIDATED BALANCE SHEET,
EUR 1 000
30 June 30 June 31 December
2011 2010 2010
ASSETS
LONG-TERM ASSETS
Intangible and tangible
assets 19 779 4 984 4 623
Investments available for sale
Private equity investments 43 919 36 046 40 625
Accrued income 133 - -
Deferred tax assets 102 2 173 1 684
CURRENT ASSETS
Accrued income and advance payments 4 398 463 441
Investments available for sale
Financial securities 45 166 -
Cash 6 751 2 545 4 112
TOTAL ASSETS 75 128 46 376 51 486
SHAREHOLDERS' EQUITY AND
LIABILITIES
SHAREHOLDERS' EQUITY 67 832 40 986 44 229
LIABILITIES
Non-current liabilities 4 858 662 946
Current liabilities 2 438 4 727 6 310
TOTAL LIABILITIES 7 296 5 390 7 256
TOTAL SHAREHOLDERS' EQUITY AND 75 128 46 376 51 486
LIABILITIES
CONSOLIDATED CASH FLOW STATEMENT, EUR 1 000
1-6/11 1-6/10 2010
CASH FLOW FROM OPERATIONS
Operating profit 4 308 874 1 829
Depreciation and write-downs 389 366 710
Investments available for sale,
change 88 -2 908 -4 752
Change in working capital
Business receivables, increase (-)
decrease (+) 413 18 39
Interest-free debt, increase (+)
decrease (-) 940 87 -130
Interest-bearing debt, increase (+)
decrease (-) -3 164 1 000 2 800
Total change in working capital -1 810 1 105 2 709
Cash flow from operations before
financial items and taxes 2 974 -563 496
Financial income and expenses -345 -267 -623
Taxes -1 050 -198 -371
CASH FLOW FROM OPERATIONS 1 579 -1 028 -498
CASH FLOW FROM INVESTMENTS
Investing activities in investments -71 -2 15
Corporate acquisitions 1 120
CASH FLOW FROM INVESTMENTS 1 049 -2 15
CASH FLOW FROM FINANCING
Purchase of own shares 0 24 -31
Sale of own shares - 1 085
Other changes 11 -25 -34
CASH FLOW FROM FINANCING 11 -1 1 020
INCREASE/DECREASE IN LIQUID ASSETS 2 639 -1 031 537
Liquid assets at 1 Jan. 4 112 3 575 3 575
Liquid assets at 31 June 6 751 2 545 4 112
Liquid assets contain cash and bank deposits.
CHANGE IN CONSOLIDATED SHAREHOLDERS' EQUITY,
EUR 1 000
Share Reserve Other Fair Retaine Total
capital for reserv value d
investe es reserve earning
d s
unrestr
icted
equity
Shareholders' equity at 1 11 384 29 614 -1 769 -7 701 7 439 38 968
Jan. 2010
Comprehensive income 1 610 1 610
Profit (loss) for the 409 409
period
--------------------------------------------------------------------------------
Total comprehensive income 1 610 409 2 019
Purchase of own shares 24 24
Other changes -25 -25
--------------------------------------------------------------------------------
Shareholders' equity at 30 11 384 29 614 -1 745 -6 091 7 824 40 986
June 2010
Shareholders' equity at 1 11 384 29 614 0 -6 819 10 051 44 229
Jan. 2011
Comprehensive income 4 300 4 300
Profit (loss) for the 2 910 2 910
period
--------------------------------------------------------------------------------
Total comprehensive income 4 300 2 910 7 210
Purchase of own shares 16 381 0 16 381
Other changes 11 11
--------------------------------------------------------------------------------
Shareholders' equity at 30 11 384 45 995 0 -2 520 12 972 67 832
June 2011
SEGMENT INFORMATION, EUR 1 000
Jan to Corporate Undivided part Group,
June/2011 of the
Asset Finance Investm Group total
Manageme ents
nt
Net sales 3 095 1 138 3 759 7 991
Operating 994 554 3 559 -801 4 308
profit
Profit (loss) -1 398 2 910
for the
period
Long-term 10 620 9 394 43 919 63 933
assets
Undivided part of the Group in Operating profit row includes personnel,
administration and other expenses related to group management. Also on-off
items related to eQ and Advium corporate acquisitions are presented in this row.
One-off costs related to corporate acquisitions are law and consulting expenses
EUR 276 thousand and audit expenses EUR 42 thousand.
Undivided part of the Group in Profit (loss) for the period row includes
financial income and expenses and income taxes.
CONSOLIDATED KEY RATIOS
2011 2010
Profit (loss) for the period (EUR 1 000) 2 910 409
Earnings per share, EUR 0.9 0.018
Earnings per average share, EUR *) 0.0 0.018
Equity per share, EUR 2.5 1.80
Equity per average share, EUR *) 2.6 1.85
Return on investment, ROI % p.a. 2.7 3.1
Return on equity, ROE % p.a. 2.6 2.0
Equity to assets ratio, % 90.3 88.4
Share price at the end of period, EUR 1.78 1.45
Number of personnel at the end of period 63 13
Private equity investments to equity
ratio, % 64.7 87.9
Investment commitments to equity
ratio, % 90.4 137.3
*) Weighted average number of shares outstanding during the period.
CHANGE IN BOOK VALUE OF PRIVATE EQUITY FUNDS, EUR 1 000
Book value of private equity funds at 1 Jan. 2011 40 625
Increases from corporate acquisitions 50
Draw-downs to private equity funds 3 018
Return of capital from private equity funds -5 585
Changes in the value of private equity funds
in fair value reserve 5 811
Book value of private equity funds at 30 June 2011 43 919
REMAINING COMMITMENTS
On 30 June 2011, Amanda Capital Plc's remaining commitments in private
equity funds stood at EUR 17.4 million (EUR 20.2 million on 30 June 2010).
Other liabilities totalled EUR 0.2 million at the end of the period under review
(EUR 0.2 on 30 June 2010).
AMANDA CAPITAL PLC STOCK EXCHANGE RELEASE
24 AUGUST 2011 AT 17.45
INTEGRATION OF AMANDA GROUP ADVANCES ACCORDING TO PLANS
The integration of Amanda Group began in the second quarter of the year. The
operations were divided into three segments: Asset Management, Corporate
Finance and Investments. By creating three segments, we wish to report the
profitability of the different lines of business to Amanda's shareholders in a
transparent manner.
The Asset Management segment comprises private equity and hedge fund
investments, equity and bond investments, sales and business support. The asset
management segment, which covers more than 75% of the Group personnel, will
concentrate its operations to one location during the autumn of 2011. This will
enable seamless co-operation between persons working with different asset
management products and create good preconditions for selling all asset
management products in a centralised manner. ”I am especially proud of the fact
that, despite difficult market conditions, we managed to carry out the first
closing of the Amanda V East private equity fund at the end of June. Amanda V
East, which is established and managed by Amanda, makes investments in growth
and buyout private equity funds, which make investments in small and midsized
unlisted companies in Russia, CIS, CEE and SEE countries”, says Janne Larma,
CEO.
In the Corporate Finance segment, Advium acted as advisor in a few
transactions, and at the beginning of summer we felt that the number of mergers
and acquisitions and real estate transactions would grow towards the end of the
year. The turbulence of the financial market, which escalated in August, will
have a negative impact on the number of transactions, however, if prolonged.
In the Investments segment, the second quarter was rather active, and we
obtained a cash flow of EUR 4.3 million from exits and invested EUR 2.5 million
in capital calls.
”The second quarter was quite challenging in the capital markets, both in
Finland and worldwide. Despite this, we at Amanda managed to continue with the
integration in a successful manner and make a positive result in all segments”,
says Janne Larma, CEO.
Additional information: Janne Larma, CEO, tel. +358 40 500 4366
Distribution: OMX Nordic Exchange Helsinki, www.amandacapital.fi
Amanda Group is a Finnish group of companies that specialises in asset
management and corporate finance operations. The Group offers services related
to mutual funds, private equity funds and hedge funds as well as traditional
asset management for institutions and individuals. The assets managed by the
Group total approximately EUR 3.8 billion. In addition, Advium Corporate
Finance Ltd, which is part of the Group, offers advisory services related to
mergers and acquisitions, real estate transactions and equity capital markets.
More information on Amanda Group is available on the following websites:
www.amandacapital.fi, www.eQvarainhoito.fi and www.advium.fi.
AMANDA CAPITAL PLC'S INTERIM REPORT 1 JANUARY TO 30 JUNE 2011
Result of operations and financial position during the period 1 January to 30
June 2011
-- The Group's management fees increased to EUR 4.2 million (EUR 2.0 million
from 1 Jan. to 30 June 2010).
-- The Group's net investment income increased to EUR 3.8 million (EUR 0.6
million).
-- The Group's operating profit grew to EUR 4.3 million (EUR 0.9 million).
-- Consolidated earnings after taxes were EUR 2.9 million (EUR 0.4 million).
-- The interim report for the period 1 Jan. to 30 June comprises eQ Asset
Management Group and Advium Corporate Finance Ltd from 1 April 2011.
Therefore reference data of the interim report is not comparable.
-- Earnings per share were EUR 0.09 (EUR 0.018).
-- Equity per share rose to EUR 2.05 (EUR 1.80).
-- The equity to assets ratio was 90.3% (88.4%).
Result of operations during the period 1 April to 30 June 2011
-- The Group's management fees totalled EUR 3.3 million (EUR 1.0 million).
-- The Group's net investment income was EUR 3.3 million (EUR 0.2 million).
-- The Group's operating profit was EUR 3.9 million (EUR 0.3 million).
-- Consolidated earnings after taxes were EUR 2.8 million (EUR 0.1 million).
-- Earnings per share were EUR 0.08 (EUR 0.005).
Financial environment
The first half of 2011 was restless in the capital market. Even though the
direct impacts of the political unrest in North Africa and the earthquake in
Japan on the market decreased by the summer of 2011 and the results and
outlooks of companies have been reasonably good during the entire six-month
period, the equity market has fallen strongly during the summer. Even the bond
market has been unexceptionally unstable. The main reason for this continues to
be the culmination of the debt crisis in Europe and the U.S. and the concern
for the fact that there will not be enough political will for making decisions
that would stabilise the market, in which case the crisis could expand to other
indebted Mediterranean countries.
Because of the more favourable development in the first months of the year, the
global equity market was almost at the same level at the end of June as at the
beginning of the year (MSCI World +1.7% and Stoxx 600 -1.1%). For the Finnish
equity market, the first half of the year was clearly weaker, and the HEX Cap
index fell by 9.9%. The euro strengthened against the dollar by 8.6%.
At the end of May, the new culmination of the debt crisis in Greece resulted in
a strong reaction in the government bonds of the euro zone. During the summer,
the credit risk premiums of the indebted countries became wider and doubled in
July in, for instance, Italy from 1.5 percentage points to more than 3
percentage points and in Portugal from 6 percentage points to 12 percentage
points. The interest rate level of German government bonds remained almost
unaltered. Among interest rate classes, high yield corporate loans gave the
best return in the first half of the year, approximately +4%, and the returns
of other corporate loan classes were also round +2 to 3% during the period
under review.
At the end of July, anxiety in the American and European equity market increase
rapidly. The reason for this was the fear for the expansion of the European
debt crisis to Italy and Spain and the political conflict in the U.S. on means
to put an end to the increase of the government debt burden. At the beginning
of August, the valuation level of the equity market fell rapidly in Europe. As
a fringe area, the Finnish equity market almost crashed, partly due to the
second-quarter results of companies, which were weaker than expected. Because
of the turbulence, the growth expectations of national economies will probably
be cut down, and uncertainty is expected to prevail in the capital market far
into the autumn.
Major events January to June 2011
The Annual General Meeting held on 16 March 2011 decided to approve the
transaction whereby Amanda Capital Plc acquires 100% of the shares in Advium
Corporate Finance Ltd and eQ Asset Management Group Ltd as well as the
convertible bond issued by eQ Asset Management Group Ltd and authorise the
Board of Directors to decide on a share issue. On the basis of the
authorisation, the Board of Directors issued on 16 March 2011 altogether 10 302
605 new shares in Amanda Capital to the shareholders of Advium and eQ Asset
Management Group as well as the holders of the convertible bond. Because of the
execution of the share issue and combination agreement, Advium and eQ AMG have
become fully owned subsidiaries of Amanda.
After the subscription and registration of the issued shares, the total number
of shares issued by Amanda is 33 070 351. At its constitutive meeting on 16
March 2011, the Board of Directors of Amanda Capital Plc appointed Janne Larma
CEO of Amanda Capital Plc, in accordance with a previous announcement.
The Amanda V East private equity fund, established and managed by Amanda, made
its first closing on 30 June 2011 at the size of EUR 33.0 million. The private
equity fund makes investments in growth and buyout private equity funds, which
make investments in small and midsized unlisted companies in Russia, CIS, CEE
and SEE countries. The fund is the second private equity fund of Amanda that
makes investments in Eastern Europe. Like its predecessor, it makes investments
in both new private equity funds and acquires shares from the secondary market.
The fund will continue to collect means, and the final closing will take place
by 30 June 2012.
Group net sales and result development
Advium Corporate Finance Ltd and eQ Asset Management Group Ltd, acquired on 16
March 2011, have had an impact on the result development of the first half of
the year, and the results of said companies were consolidated with the result
of Amanda Group from 1 April 2011.
The consolidated net sales totalled EUR 8.0 million (EUR 2.7 million from 1
Jan. to 30 June 2010). Management fees increased from the comparison period due
to the acquisition of Advium Corporate Finance Ltd and eQ Asset Management
Group Ltd. The net investment income of Amanda Group increased from the
comparison period. The Group's expenses and depreciation totalled EUR 3.7
million (EUR 1.8 million). Personnel expenses totalled EUR 1.9 million (EUR 0.8
million) and depreciation accounted for EUR 0.4 million (EUR 0.4 million).
Other operating expenses were EUR 1.4 million (EUR 0.6 million).
The Group's operating profit was EUR 4.3 million (EUR 0.9 million). The
increase from the comparison period was due to the increasing income from
investment operations and the result of the acquired companies. The profit for
the period under review was EUR 2.9 million (EUR 0.4 million).
BUSINESS AREAS
The Board of Directors of Amanda Capital has decided to introduce three
separate business segments from 1 April 2011: Asset Management, Corporate
Finance and Investments.
Asset Management
The Asset Management segment consists of the business operations of eQ Asset
Management Group and the asset management, investment advice, management and
reporting services related to Amanda Capital's private equity investments.
The operating environment of the Asset Management segment was more challenging
than expected in the first half of the year. During the first months of the
year, the earthquake in Japan and political unrest in North Africa made the
market nervous. The debt crisis in Europe and above all the difficult situation
of the Greece national economy has had a negative impact on both the
development of the private equity market and the willingness of investors to
make new investments in the securities market.
New sales have been challenging, above all in the second quarter. The assets
under management grew, however, to EUR 3 829 million from January to June. On
30 June 2011, the assets managed under equity and bond investments totalled EUR
1 069 million and within private equity investments, the commitments under
management were EUR 2 760 million (original investment commitments).
The nervousness of the market was also reflected on the total net subscriptions
in mutual funds operating in the Finnish market, which were EUR 132 million
negative in January-June. The net subscriptions in the eQ Funds totalled,
however, EUR 34 million during the period.
The mutual fund eQ Emerging Dividend, which makes investments in dividend stock
in emerging markets, was launched in February. Morningstar, which makes
international fund management company comparisons, rated eQ Fund Management
Company Ltd the best special equity house in Finland in 2011, the second time
in a row.
The Amanda V East private equity fund, established and managed by Amanda, made
its first closing on 30 June 2011 at EUR 33.0 million. The private equity fund
makes investments in growth and buyout private equity funds, which make
investments in small and midsized unlisted companies in Russia, CIS, CEE and
SEE countries. The fund is already Amanda's second private equity fund that
makes investments in Eastern Europe, and like its predecessor, it makes
investments in both new private equity funds and acquires shares from the
secondary market. The fund will continue to collect means, and the final
closing will take place by 30 June 2012. The fund has introduced its investment
operations and made its first investment commitment in a Ukrainian private
equity fund established in 2008 and managed by Horizon Capital.
Asset Management April to June/2011 January to June/2011
Net sales EUR 1.7 million EUR 3.1 million
Operating profit EUR 0.6 million EUR 1.0 million
Personnel 49 49
The income statement of eQ Asset Management Group has been consolidated with
the income statement of Amanda Group and the Asset Management segment from 1
April 2011.
Corporate Finance
The Corporate Finance segment offers services related to mergers and
acquisitions, real estate transactions and equity capital markets.
Uncertainty prevailed in the financial market during the period under review,
and transaction processes continue to be rather long. Private equity investors
are returning to the market for mergers and acquisitions, which is expected to
increase the number of transactions in general in the near future.
During the period under review, Advium acted as advisor in two transactions. In
April, Advium acted as advisor for the buyer, when Sponda Plc bough of Suomi
Mutual Life Assurance Company the Fennia block in the city centre of Helsinki
at a transaction value of EUR 122 million. In May, Advium acted as advisor for
the sellers, when Partioaitta was sold to the Swedish outdoor equipment company
Fenix Outdoor AB.
The number of personnel of Advium has remained unaltered during the period, and
was 13 at the end of June.
After the period under review, Advium has acted as advisor for the seller, as a
fund managed by the private equity investor Sentica Partners and the acting
management sold Miratel Oy, which provides communication and alarm systems, to
the Swiss company Ascom Holding AG.
It is typical of corporate finance business that success fees have a
considerable impact on invoicing, due to which the result may vary considerably
from quarter to quarter.
Corporate Finance April to June/2011 January to June/2011
Net sales EUR 1.1 million EUR 1.1 million
Operating profit EUR 0.6 million EUR 0.6 million
Personnel 13 13
The income statement Advium Corporate Finance Ltd has been consolidated with
the income statement of Amanda Group from 1 April 2011.
Investments
The business operations of the Investments segment consist of private equity
fund investments made from the own balance sheet of Amanda Group. Additional
information on the investments of Amanda Group can be found on the company
website at www.amandacapital.fi under Investment Activities.
During the period under review, the net income of Amanda Capital Plc's
Investments segment totalled EUR 3.8 million (EUR 0.6 million from 1 Jan. to 30
June 2010). At the end of the period under review, the fair value of the
private equity funds was EUR 43.9 million (EUR 36.0 million). The amount of the
remaining investment commitments was EUR 17.4 million (EUR 20.2 million on 30
June 2010). During the period under review, private equity funds called in a
total of EUR 3.0 million and returned EUR 5.6 million.
Amanda Capital has made a decision that it will only make new investments in
funds managed by Amanda in future.
Investments April to June/2011 January to June/2011
Net sales EUR 3.3 million EUR 3.8 million
Operating profit EUR 3.2 million EUR 3.6 million
Personnel 1 1
Balance sheet
The consolidated balance sheet total was EUR 75.1 million (EUR 46.48 million).
The increase from the comparison period was mainly due to the positive
development of the market values of the private equity fund investments and the
transaction concluded on 16 March 2011.
At the end of the period under review, Amanda's shareholders' equity was EUR
67.8 million (EUR 41.0 million). The shareholders' equity was influenced by the
profit for the period of EUR 2.9 million and the change in the fair value
reserve of EUR 4.3 million, in total EUR 6.2 million, as well as the
transaction executed on 16 March 2011, whereby 10 302 605 shares were issued at
the price of EUR 1.59 per share. The increase in the reserve for invested
unrestricted equity by EUR 16.4 million is due to the share issue related to
the transaction. The changes are specified in detail in the tables attached to
this release.
EUR 3.2 million (EUR 0.0 million) of the debt was interest-bearing long-term
debt and EUR 0.0 million (EUR 4.0 million) was interest-bearing short-term
debt. Interest-free long-term debt amounted to EUR 1.7 million (EUR 0.7
million) and interest-free short-term debt totalled EUR 2.4 million (EUR 0.7
million). Amanda's equity to assets ratio was 90.3% (88.4%).
Shares and share capital
Amanda Capital Plc's number of shares increased as a result of the decision by
the Annual General Meeting, according to which Amanda Capital Plc will acquire
the shares of Advium Corporate Finance Ltd and eQ Asset Management Group Ltd as
well as a convertible bond issued by eQ Asset Management Group Ltd by issuing
10 302 605 new shares. After the subscription and registration of the issued
shares, the total number of shares issued by Amanda is 33 070 351. The increase
did not influence the share capital of EUR 11 383 873.
Own shares
On 30 June 2011, Amanda Capital Plc acquired 163 153 own shares at the price of
EUR 1 per share. The transaction is related to the corporate acquisition
carried out on 16 March 2011, in which Amanda Capital Plc acquired the share
capital of eQ Asset Management Group Ltd and Advium Corporate Finance Ltd. As a
person who was party in the transaction terminated his employment, Amanda had
the right, in accordance with the terms of the transaction, to repurchase
shares given as payment. The right to repurchase own shares was granted by the
Annual General Meeting held on 14 April 2010.
During the comparison period, Amanda held at the end of the period under review
a total of 475 707 own shares acquired for hedging the share-based incentive
plan and 91 657 shares acquired based on authorisations by Annual General
Meetings.
Shareholders
On 27 June 2011, Amanda published a flagging announcement, in which
Ulkomarkkinat Oy announced that it had acquired shares in such a manner that
the flagging threshold of 10% was exceeded. In addition, Ulkomarkkinat Oy
participated in the guarantee arrangements for Amanda Capital Plc's share issue
directed to the personnel and share holdings. Because of the arrangement,
Ulkomarkkinat Oy had in certain situations a pre-emptive right to purchase
these shares. If Ulkomarkkinat Oy was to exercise the pre-emptive purchase
right, its holding in Amanda Capital would have risen to over one tenth. The
guarantee arrangement has ended, and the holding of Ulkomarkkinat Oy rose to
more than one tenth. In addition, Amanda published a flagging announcement on
30 June 2011, in which Berling Capital Oy participated in the guarantee
arrangement of the share issue directed to Amanda Capital Plc's personnel and
the share holdings. Because of the arrangement, Berling Capital Oy had in
certain situations a pre-emptive right to purchase these shares. If Berling
Capital Oy was to exercise the pre-emptive purchase right, its holding in
Amanda Capital would have risen to over one tenth. The guarantee arrangement
has ended, and the holding rose to more than one tenth.
Ten largest shareholders as at 30 June 2011
Share of shares and votes, %
Veikko Laine Oy 11.05
Fennogens Investments S.A. 10.99
Berling Capital Oy 10.77
Ulkomarkkinat Oy 10.09
Chilla Capital S.A. 8.06
Oy Hermitage Ab 7.15
Mandatum Life Insurance Company 6.21
Oy Cevante Ab 4.29
Linnalex Ab 2.67
Louko Antti 2.26
On 30 June 2011, Amanda Capital Plc had 3 310 shareholders.
Option scheme 2010
During the period under review, the Board of Directors of the company decided
to allocate 450 000 options from the Option Scheme 2010 to Janne Larma, CEO. At
the end of the period, a total of 900 000 options had been allocated. Based on
the authorisation received by the Board on 14 April 2010, there were 1 100 000
unallocated options at the end of the period under review. The terms and
conditions of the option scheme have been published in a stock exchange release
of 18 August 2010, and they can be found in their entirety on the company
website at www.amandacapital.fi.
After the period under review, 200 000 options were returned to Amanda Capital
Plc from the Option Scheme 2010.
Decisions adopted by annual general meeting
Amanda Capital Plc's annual general meeting, held on 16 March 2011 in Helsinki,
decided upon the following:
Confirmation of the financial statements:
Amanda Capital Plc's annual general meeting confirmed the financial statement
of the company, which included the group financial statements, the management
report and the audit report for the financial year 2010.
Decision in respect of the result shown on the balance sheet:
The proposal by the board of directors not to distribute any dividend and to
book the parent company's financial result of the financial period on the
profit and loss account was confirmed.
Discharge from liability to the board of directors, managing directors and
deputy managing director:
The annual general meeting decided to grant discharge from liability to the
board of directors and the managing directors.
The number of board members, appointment of board members and the remuneration
of the members of the board:
In accordance with the decision of the annual general meeting, five board
members, being Ole Johansson, Georg Ehrnrooth, Eero Heliövaara, Jussi Seppälä
and Catharina Stackelberg-Hammarén were appointed for a term until the next
annual general meeting. The annual general meeting decided that the members of
the board would receive remuneration as follows: the chairman of the board will
receive 3,300 Euros and the board members will receive 1,800 Euros per month.
Travel and lodging costs will be compensated in accordance with the company's
expense policy. The board appointed Ole Johansson as chairman of the board in
its constituting meeting held immediately after the annual general meeting.
Auditors:
Ernst & Young Oy, corporation of authorized public accountants, will continue
as auditor of the company, and Ulla Nykky APA will act as Lead Auditor. It was
decided to compensate the auditors as per issued invoice.
Approval of a corporate transaction and authorising the Board of Directors to
decide on the issuance of shares:
The annual general meeting decided to approve the transaction, whereby Amanda
Capital Plc acquires all shares in Advium Corporate Finance Ltd and eQ Asset
Management Group Ltd as well as the convertible bond issues by eQ Asset
Management Group Ltd and decided to authorise the board of directors to decide
on a share issue comprising of no more than 10,302,605 new shares. The
subscription price for each share is 1.41 Euros.
The authorisation includes a right for the board of directors to decide on all
other terms of the share issue, including the right to decide whether the
subscription price is to be booked in full or in part in the reserve for
invested unrestricted equity or as an increase of the share capital, and it
includes the right to decide on a directed issue of shares.
The authorisation is intended to be used to implement the corporate transaction.
The authorisation does not replace earlier authorisations, which will remain in
force and the new authorisation is valid until 31.7.2011.
Amendment of field of activity - article:
It was decided to amend the field of activity as follows: The company's field
of activity is to own and manage shares, other securities and real estate as
well as to engage in securities trading and other investment operations. The
company takes care of the centralised administrative duties of the investment
firms, fund management companies and other companies belonging to the Group.
Personnel and organisation
At the end of the period under review, the number of personnel was 63. The
Asset Management segment had 49 employees, the Corporate Finance segment 13
employees and the Investments segment 1 employee. The personnel of the Asset
Management segment comprises nine persons with fixed-term employment and the
Corporate Finance segment two persons with fixed-term employment.
The overall salaries paid to the employees of Amanda Capital Group during the
period under review totalled EUR 1.9 million (EUR 0.8 million). This sum
comprises the salaries of Advium Corporate Finance Ltd and eQ Asset Management
Group from 1 April to 30 June 2011 and the salaries of Amanda Capital Plc's and
Amanda Advisors Ltd's personnel from 1 January to 30 June 2011.
Major risks and short-term uncertainties
The result of the Asset Management segment depends on the development of the
assets under management, which is highly dependent of the development of the
private equity market. On the other hand, the management fees of private equity
funds are based on long-term agreements that produce a stable cash flow.
Success fees, which depend on the number of mergers and acquisitions and real
estate transactions, have a considerable impact on the result of the Corporate
Finance segment. These vary considerably within one year and are dependent on
economic trends.
The risks associated with Amanda Group's investment operations are the market
risk, currency risk and liquidity risk. Among these, the market risk has the
greatest impact on investments. Amanda's investments are well diversified,
which means that the impact of one investment in a company, made by one
individual fund, on the yield of the investments is often small.
Corporate acquisitions
On 16 March 2011, Amanda Capital Plc acquired 100 % of the shares in Advium
Corporate Finance Ltd and eQ Asset Management Group Ltd and the convertible
bond issued by eQ Asset Management Group Ltd. The combined entity is a strong
Finnish company that specialises in the management of private equity and
alternative investments, traditional asset management and corporate finance
advisory services. The value of the transaction totalled EUR 16.6 million, and
it was paid by issuing 10 302 605 new shares in Amanda Capital. Of the shares,
5 854 563 were allocated to the shareholders of Advium Corporate Finance Ltd,
and their purchase price was EUR 9.4 million. 3 903 042 shares were allocated
to the shareholders of eQ Asset Management Group Ltd, their purchase price
being EUR 6.3 million, and 545 000 shares were issued for acquiring the
convertible bond issued by eQ Asset Management Group Ltd, the purchase price
being EUR 0.9 million. The purchase price comprises a transfer tax of EUR 0.2
million.
The purchase price exceeded Advium Corporate Finance Ltd's net assets by EUR
9.3 million and the purchase price of eQ Asset Management Group Ltd's exceeded
the net assets by EUR 5.2 million. As for Advium, EUR 2.0 million was allocated
to intangible assets by calculating a fair value for the Advium brand. For eQ
Asset Management Group Ltd's part, EUR 2.5 million was allocated to intangible
assets by calculating fair values for the concluded customer agreements and the
brand. A deferred tax liability allocated to these assets was recorded in the
amount of EUR 0.1 million. The remaining goodwill for Advium is EUR 7.3 million
and for eQ Asset Management Group Ltd EUR 2.8 million. The goodwill is based on
the personnel and offers Amanda the opportunity to expand its operations to new
business areas, which increases its customer base and product selection.
Had Advium Corporate Finance and eQ Asset Management Group been consolidated
with Amanda Group at the beginning of 2011, Amanda Group's net sales had been
EUR 1.6 million higher during the period under review.
Acquired net assets and goodwill at preliminary values (EUR
million):
Advium eQ Asset Management
Cash and investments 0.5 1.3
Tangible assets 0.1 0.1
Intangible assets 0.0 0.7
Receivables 0.5 0.8
Financial liabilities -0.6 -1.4
Other liabilities -0.4 -0.4
Acquired net assets 0.1 1.0
Adjustment of the acquisition cost 0.0 0.1
of the convertible bond
Acquisition cost 9.4 6.3
Unallocated purchase price 9.3 5.2
Fair value of the brand 2.0 2.0
Customer agreements 0.0 0.5
Deferred tax 0.1
Goodwill 7.3 2.8
The Group increased its holding in the investment firm Active Hedge Advisors
AHA Oy, which has offered advisory services to eQ Asset Management in
connection with the investment operations of the eQ Active Hedge Fund, from 50
to 100%. This transaction has no impact on the portfolio management of the eQ
Active Hedge Fund.
Acquired net assets and goodwill at preliminary values (EUR 1 000):
Cash and investments 43.7
Other liabilities 1.1
Acquired net assets 42.6
Acquisition cost 100.0
Unallocated purchase price 57.4
Customer agreements 57.4
Events after the reporting period
After the end of the reporting period, the Board of Directors has appointed
Janne Larma, Petter Hoffström, Lauri Lundström and Annamaija Peltonen to Amanda
Group's management team.
Outlook
The fall of share prices that took place at the beginning of the third quarter
and the considerable uncertainty in the financial market will have a negative
impact on the Group's business operations, when prolonged. This will first be
seen as a decreased in the assets managed by the Group and consequently in
management fees.
AMANDA CAPITAL PLC
Board of Directors
Tables
Principles for drawing up the report
This financial statements bulletin has been prepared in accordance with the
International Financial Reporting Standards (IFRS) and the IAS 34 Interim
Financial Reporting standard approved by the EU. When preparing the interim
report, Amanda has applied the same principles as in the financial statements
for the year 2010, and the calculating formulas of the key ratios have been
presented in the financial statements. As for the net investment income, Amanda
Group's net sales are recognised in Amanda's income statement in different
quarters due to factors independent of the company.
The interim report has not been audited.
CONSOLIDATED INCOME STATEMENT, EUR 1
000
4-6/11 4-6/10 1-6/11 1-6/10 1-12/10
NET SALES
Net investment 3 325 210 3 759 627 1 136
income
Management fees 3 289 1 008 4 232 2 027 3 972
Total 6 615 1 219 7 991 2 654 5 108
Depreciation -244 -193 -389 -366 -710
Operating expenses -2 441 -748 -3 295 -1 414 -2 570
Operating profit 3 930 277 4 308 874 1 829
Financial income and -183 -123 -345 -267 -623
expenses
Profit before taxes 3 747 154 3 962 607 1 205
Income taxes -969 -52 -1 050 -198 -371
Minority interests -3 - -3 - -
PROFIT (LOSS) FOR 2 775 103 2 910 409 834
THE PERIOD
Other comprehensive
income:
Available-for-sale 345 812 4 300 1 610 3 407
financial assets,
net
TOTAL COMPREHENSIVE 3 121 915 7 210 2 019 4 241
INCOME FOR THE
PERIOD
Earnings per share, 0.08 0.005 0.09 0.018 0.04
EUR
Earnings per average 0.10 0.005 0.10 0.018 0.04
share, EUR *)
*) Weighted average number of shares outstanding during the
period.
CONSOLIDATED BALANCE SHEET,
EUR 1 000
30 June 30 June 31 December
2011 2010 2010
ASSETS
LONG-TERM ASSETS
Intangible and tangible
assets 19 779 4 984 4 623
Investments available for sale
Private equity investments 43 919 36 046 40 625
Accrued income 133 - -
Deferred tax assets 102 2 173 1 684
CURRENT ASSETS
Accrued income and advance payments 4 398 463 441
Investments available for sale
Financial securities 45 166 -
Cash 6 751 2 545 4 112
TOTAL ASSETS 75 128 46 376 51 486
SHAREHOLDERS' EQUITY AND
LIABILITIES
SHAREHOLDERS' EQUITY 67 832 40 986 44 229
LIABILITIES
Non-current liabilities 4 858 662 946
Current liabilities 2 438 4 727 6 310
TOTAL LIABILITIES 7 296 5 390 7 256
TOTAL SHAREHOLDERS' EQUITY AND 75 128 46 376 51 486
LIABILITIES
CONSOLIDATED CASH FLOW STATEMENT, EUR 1 000
1-6/11 1-6/10 2010
CASH FLOW FROM OPERATIONS
Operating profit 4 308 874 1 829
Depreciation and write-downs 389 366 710
Investments available for sale,
change 88 -2 908 -4 752
Change in working capital
Business receivables, increase (-)
decrease (+) 413 18 39
Interest-free debt, increase (+)
decrease (-) 940 87 -130
Interest-bearing debt, increase (+)
decrease (-) -3 164 1 000 2 800
Total change in working capital -1 810 1 105 2 709
Cash flow from operations before
financial items and taxes 2 974 -563 496
Financial income and expenses -345 -267 -623
Taxes -1 050 -198 -371
CASH FLOW FROM OPERATIONS 1 579 -1 028 -498
CASH FLOW FROM INVESTMENTS
Investing activities in investments -71 -2 15
Corporate acquisitions 1 120
CASH FLOW FROM INVESTMENTS 1 049 -2 15
CASH FLOW FROM FINANCING
Purchase of own shares 0 24 -31
Sale of own shares - 1 085
Other changes 11 -25 -34
CASH FLOW FROM FINANCING 11 -1 1 020
INCREASE/DECREASE IN LIQUID ASSETS 2 639 -1 031 537
Liquid assets at 1 Jan. 4 112 3 575 3 575
Liquid assets at 31 June 6 751 2 545 4 112
Liquid assets contain cash and bank deposits.
CHANGE IN CONSOLIDATED SHAREHOLDERS' EQUITY,
EUR 1 000
Share Reserve Other Fair Retaine Total
capital for reserv value d
investe es reserve earning
d s
unrestr
icted
equity
Shareholders' equity at 1 11 384 29 614 -1 769 -7 701 7 439 38 968
Jan. 2010
Comprehensive income 1 610 1 610
Profit (loss) for the 409 409
period
--------------------------------------------------------------------------------
Total comprehensive income 1 610 409 2 019
Purchase of own shares 24 24
Other changes -25 -25
--------------------------------------------------------------------------------
Shareholders' equity at 30 11 384 29 614 -1 745 -6 091 7 824 40 986
June 2010
Shareholders' equity at 1 11 384 29 614 0 -6 819 10 051 44 229
Jan. 2011
Comprehensive income 4 300 4 300
Profit (loss) for the 2 910 2 910
period
--------------------------------------------------------------------------------
Total comprehensive income 4 300 2 910 7 210
Purchase of own shares 16 381 0 16 381
Other changes 11 11
--------------------------------------------------------------------------------
Shareholders' equity at 30 11 384 45 995 0 -2 520 12 972 67 832
June 2011
SEGMENT INFORMATION, EUR 1 000
Jan to Corporate Undivided part Group,
June/2011 of the
Asset Finance Investm Group total
Manageme ents
nt
Net sales 3 095 1 138 3 759 7 991
Operating 994 554 3 559 -801 4 308
profit
Profit (loss) -1 398 2 910
for the
period
Long-term 10 620 9 394 43 919 63 933
assets
Undivided part of the Group in Operating profit row includes personnel,
administration and other expenses related to group management. Also on-off
items related to eQ and Advium corporate acquisitions are presented in this row.
One-off costs related to corporate acquisitions are law and consulting expenses
EUR 276 thousand and audit expenses EUR 42 thousand.
Undivided part of the Group in Profit (loss) for the period row includes
financial income and expenses and income taxes.
CONSOLIDATED KEY RATIOS
2011 2010
Profit (loss) for the period (EUR 1 000) 2 910 409
Earnings per share, EUR 0.9 0.018
Earnings per average share, EUR *) 0.0 0.018
Equity per share, EUR 2.5 1.80
Equity per average share, EUR *) 2.6 1.85
Return on investment, ROI % p.a. 2.7 3.1
Return on equity, ROE % p.a. 2.6 2.0
Equity to assets ratio, % 90.3 88.4
Share price at the end of period, EUR 1.78 1.45
Number of personnel at the end of period 63 13
Private equity investments to equity
ratio, % 64.7 87.9
Investment commitments to equity
ratio, % 90.4 137.3
*) Weighted average number of shares outstanding during the period.
CHANGE IN BOOK VALUE OF PRIVATE EQUITY FUNDS, EUR 1 000
Book value of private equity funds at 1 Jan. 2011 40 625
Increases from corporate acquisitions 50
Draw-downs to private equity funds 3 018
Return of capital from private equity funds -5 585
Changes in the value of private equity funds
in fair value reserve 5 811
Book value of private equity funds at 30 June 2011 43 919
REMAINING COMMITMENTS
On 30 June 2011, Amanda Capital Plc's remaining commitments in private
equity funds stood at EUR 17.4 million (EUR 20.2 million on 30 June 2010).
Other liabilities totalled EUR 0.2 million at the end of the period under review
(EUR 0.2 on 30 June 2010).
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