Amanda Capital - Prospectus/Announcement of Prospectus

AMANDA CAPITAL PLC PROSPECTUS APPROVED

NOT FOR RELEASE IN THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN



AMANDA CAPITAL PLC                                              STOCK EXCHANGE
RELEASE 

March 9, 2011



NOT FOR RELEASE IN THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN

AMANDA CAPITAL PLC PROSPECTUS APPROVED

Finnish Financial Supervisory Authority has today March 9, 2011 approved Amanda
Capital Plc's (hereafter also the ”Company”) prospectus (hereafter also the
“Prospectus”). The Prospectus is available from March 10, 2011 onwards at the
registered office of the Company located at address Aleksanterinkatu 15 A, 6th
floor, 00101 Helsinki on weekdays within the limits of normal business hours,
at the NASDAQ OMX Helsinki Ltd. Service Desk, at address Fabianinkatu 14, 00130
Helsinki, Finland and in electronic format on the Company's website at
www.amandacapital.fi. 

The Prospectus relates to the combination agreement dated December 21, 2010 by
and between shareholders of Advium Corporate Finance Oy:n (”Advium”),
shareholders of eQ Asset Management Group Oy (”eQ AMG”) and holders of a
convertible bond of eQ AMG (as borrower) regarding acquisition of shares in
Advium and eQ AMG and the convertible bond of eQ AMG (as borrower) (the
”Transaction”). 

According to the terms and conditions of the combination agreement the closing
of the Transaction requires that the Board of Directors of the Company, by
virtue of authorisation to issue new shares or other equity securities given by
the shareholders meeting of the Company, issues total of 10 302 605 new shares
(the ”Exchange Shares” or ”Shares”) for subscription to shareholders of Advium
Corporate Finance Oy (”Advium”), shareholders of eQ Asset Management Group Oy
(”eQ AMG”) and holders of convertible bond of eQ AMG (as borrower) against
shares or Advium and eQ AMG and eQ AMG (as borrower) convertible bond. The
intention is to close the Transaction without delay after the annual general
meeting of the Company to be held on March 16, 2011. The Company issues the
Prospectus solely for the purpose of admission of the Shares to public trading
on NASDAQ OMX Helsinki Ltd and thus the Company does not offer Shares on the
basis of the Prospectus. 

The Prospectus includes unpublished information described in more detail below.

Description of the Transaction

The total amount of shares of the Company after subscription and registration
of the Shares is 33 070 351. The Shares issued to the shareholders of Advium
represent 25.71 % of the shares and votes of the Company prior to the execution
of the Transaction and the share issue (17.70 % of the shares and votes of the
Company after the execution of the Transaction and the share issue). The Shares
issued to the shareholders of eQ AMG and holders of the convertible bond of eQ
AMG represent 19.54 % of the shares and votes of the Company prior to the
execution of the Transaction and the share issue (13.45 % of the of the shares
and votes of the Company after the execution of the Transaction and the share
issue). The total amount of the Shares issued in the share issue represent
45.25 % of the shares and votes of the Company prior to the execution of the
Transaction and the share issue (31.15 % of the of the shares and votes of the
Company after the execution of the Transaction and the share issue). 

As part of the Transaction, the Board of Directors of the Company resolved on
December 21, 2010 to convey a total of 587 364 shares of the Company to
Fennogens Investments S.A and Notalar Oy (a company controlled by Janne Larma)
in accordance with the combination agreement. The transfer price of shares in
the said transaction was 1.85 euros per share. The shares represent 2,58 % of
the shares and votes of the Company prior to the execution of the Transaction
and the share issue (1.78 % of the of the shares and votes of the Company after
the execution of the Transaction and the share issue). 

The combination agreement includes provisions according to which the Company
shall pay, within 30 days after the closing of the Transaction, a cash
consideration to the shareholders of Advium based on the liquid assets of
Advium as of December 31, 2010. The combination agreement includes the formula
for the calculation of the same. The Company and the shareholders of Advium
have confirmed that the amount of the respective payment is 825.29 euros and
the payment shall be made by March 31, 2011. 

The combination agreement includes provisions according to which the
shareholders of Advium and shareholders of eQ AMG and holders of the
convertible bond of eQ AMG undertake to lock-up provisions. According to the
terms of the lock-up arrangement the respective parties may not transfer the
Shares within 24 months of the closing of the Transaction. However, the lock-up
restriction applies to 80 % of the Shares received by each of the respective
parties. 

In deviation of the above said, Mr. Janne Larma has undertaken not to transfer
the Shares (held by him personally or by companies controlled by him) within 36
months of the closing of the Transaction. However, the lock-up restriction
applies to 80 % of the Shares held by Janne Larma for the period of 24 months
of the closing of the Transaction and 40 % of the Shares during the remainder
of the 36 month period mentioned above. 

Information About the Combined Group

The Company considers that Amanda, Advium and eQ AMG do not have overlapping
operations. The Company considers that the Transaction does not affect the
personnel of the Combined Group (Company and/or its business after the
Transaction including Amanda, Advium and eQ AMG and their business operations
as conducted prior to the Transaction). All companies involved in the
Transaction shall continue their operations at the current premises, although
in the future the premises in the Greater Helsinki Area shall most likely be
re-arranged in order to increase efficiency. In addition to the Greater
Helsinki Area, the Combined Group has offices in Tampere and Kuopio. Due to the
above, achieving cost synergies is not the aim of the Transaction. 

The management of the Company estimates that the Combined Group is able to
utilize the existing customer base in its sales and that the Combined Group is
able to provide to the existing and new customers wider service offering and
product portfolio. 

As part of the Combined Group, the fund offering of Amanda and eQ AMG consists
of a total of 29 own capital and investment funds (Amanda 7 funds and eQ AMG 22
funds) and funds of the partners of the Combined Group. The Combined Group has
substantial institutional clients as well as total of 11 000 holders of fund
units (including eQ AMG´s own funds and funds of its partners). 

The future emphasis is on continuing efforts in trust and quality. The purpose
of the Combined Group is to be forerunner in asset management and to offer its
client first class investment services also in the future. The aim of the
Combined Group is to grow in all of its business areas. This will be done
domestically and in neighboring markets, both organically and through
acquisitions. Amanda has made investments to private equity funds from its own
balance sheet. In the future such investments shall be made only to the fund of
funds managed by Amanda itself, which allows for more flexible distribution of
profits and more freedom to allow for the growth of the Company. 

Pro forma -information

The Prospectus includes unpublished unaudited pro forma information. The
unaudited pro forma information has been prepared to demonstrate to the reader
the effects of the Transactions and the purpose of the pro forma information is
not to describe the results of operations and the balance sheet position had
the Transactions taken place at the time described in the said information. The
pro forma information also does not demonstrate future financial performance of
the Company. 

The subscription price of Shares to be issued is EUR 1.41 euros per share. The
subscription price is based on the combination agreement and the subscription
price and conversion ratio agreed therein. The total subscription price of
Shares and the total value of the Transaction is approximately 14.5 million
euros, which sum is used in the pro forma information. The value of the
Transactions recorded on the IFRS balance sheet is determined at the time of
the closing of the Transaction. Each 0.10 euro increase in the value of the
share price of the Company increases the value of the Transaction by
approximately 1 million euros. E.g. by using share value of 1.61 euros the
value of the Transaction would be 16.6 million euros. 

The pro forma information included in the Prospectus has been directly attached
hereto as an attachment. 



Helsinki March 9, 2011

AMANDA CAPITAL PLC

Jyrki Orpana

Deputy CEO

Additional information: Topi Piela, puh. +358 40 700 2324

Amanda Group is a private equity management company. Its parent company is the
first publicly listed private equity fund of funds in Scandinavia. Amanda has
investments in 21 private equity funds and in five funds of funds under
Amanda's own management. 

Amanda Group offers asset management, investment advice, administrative and
reporting services to 13 investment portfolios. Investments from these
portfolios have been made in more than 190 private equity funds in Europe, the
U.S., Asia and Russia in the amount of EUR 2.6 billion (original investment
commitments).

Attachments:

Amanda Listalleottoesite Pro Forma -tiedot.PDF