eQ PLC FINANCIAL STATEMENT RELEASE 2011 - eQ PERFORMED WELL IN 2011 AND A DIVIDEND OF 0,12 EUROS IS PROPOSED


 

 

eQ PLC                                      STOCK EXCHANGE RELEASE

 

21 February 2012, at 3:45 pm

 

 

 

 

eQ PLC FINANCIAL STATEMENT RELEASE 2011 - eQ PERFORMED WELL IN 2011 AND A DIVIDEND OF 0,12 EUROS IS PROPOSED

 

 

January to December 2011 in brief

 

  • The fee and commission income totalled EUR 9.3 million (EUR 4.0 million from 1 Jan. to 31 Dec. 2010).
  • The Group’s net investment income was EUR 6.5 million (EUR 1.1 million).
  • The operating profit was EUR 7.2 million (EUR 1.8 million).
  • Earnings per share were EUR 0.15 (EUR 0.04).
  • The financial statements release 1 Jan. to 31 Dec. 2011 comprises eQ Asset Management Group and Advium Corporate Finance Ltd from 1 April 2011. The comparison figures of the release are, therefore, not comparable.
  • Proposed dividend of EUR 0.12 per share.

 

 

 

 

Key ratios 10-12/2011 10-12/2010 1-12/2011 1-12/2010
Net sales, EUR million 2,2 1,0 15,8 5,1
Operating profit, EUR million -0,3 0,2 7,2 1,8
Profit before taxes, EUR million -0,3 0,0 6,9 1,2
Profit for the period, EUR million  -0,3 0,0 4,9 0,8
         
Earnings per share, EUR -0,01 0,001 0,15 0,04
         
Proposed dividend, EUR     0,12 0,00
         
Equity per share, EUR 2,08 1,94 2,08 1,94
         
Equity to assets ratio, % 94,10 % 85,90 % 94,10 % 85,90 %
         
Interest-bearing debts, EUR million 0,0 5,8 0,0 5,8

 

 

 

Janne Larma, CEO

 

The year 2011 was a challenging period for asset managers. At the beginning of the year, the equity market rose and the economic outlook was reasonable. The euro crises, however, turned share prices to a strong fall and led to considerable uncertainty in the capital market. Within asset management, this could be seen as a fall in the assets under management and in the corporate finance sector as a slow-down in corporate and real estate transactions.

 

Despite this, eQ Group made a profitable result in all its business segments in 2011. The operating profit of the Asset Management segment was EUR 2.2 million in 2011 and the operating profit of the Corporate Finance segment EUR 0.7 million. When considering the market situation, we can be satisfied with the result of both these segments. Last year, our investments yielded an especially good result, which shows the strength of private equity investments as an asset class, even though share prices fell markedly. The capital returns from investments totalled EUR 8.3 million and the distribution of profit was EUR 6.8 million. The operating profit generated was EUR 6.1 million. Capital calls during the year were EUR 6.1 million.

 

The Group’s balance sheet is in excellent shape. At the year-end, there were no interest-bearing liabilities in the balance sheet, and the liquid assets totalled EUR 10,5 million. This gives us great opportunities to invest in growth. We strongly believe that the Finnish asset management market will be consolidated in the years to come and we believe that eQ will take part in this consolidation.

 

 

Outlook

 

The trust of the market has improved markedly at the beginning of the year. Investors have increasingly turned their focus to analysing the profitability of companies, instead of the debt crises of the euro zone. Even though trust in the future has improved, it is clear that the crisis will slow down the growth of national economies in the years to come. Changes in the assets under the Group’s management and the development of the fee and commission income correlate with the development of the capital market.

 

 

***

 

eQ’s financial statements release for the period 1 January to 31 December 2011 is enclosed to this release and it will also be available on the company website at www.eq.fi.

 

 

 

Additional information: Janne Larma, CEO, tel. +358 40 500 4366

 

Distribution: OMX Nordic Exchange Helsinki, www.eq.fi

 

eQ 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 3.5 billion. In addition, Advium Corporate Finance Ltd, which is part of the Group, offers services related to mergers and acquisitions, real estate transactions and equity capital markets.

More information about the Group is available on our website at www.eq.fi.

 

 

 

 

 

 

eQ PLC’S FINANCIAL STATEMENTS RELEASE 1 JANUARY TO 31 DECEMBER 2011

 

 

Result of operations during the period 1 October to 31 December 2011

 

  • The fee and commission income of the Group totalled EUR 2.5 million (EUR 1.0 million from 1 Oct. to 31 Dec. 2010).
  • The Group’s net investment income was EUR -0.3 million (EUR 0.0 million).
  • The Group’s operating profit was EUR -0.3 million (EUR 0.2 million).
  • Consolidated earnings after taxes were EUR -0.3 million (EUR 0.0 million).
  • Earnings per share were EUR -0.01 (EUR 0.001).

 

Result of operations and financial position during the period 1 January to 31 December 2011

 

  • The fee and commission income increased and totalled EUR 9.3 million (EUR 4.0 million from 1 Jan. to 31 Dec. 2010).
  • The Group’s net investment income increased to EUR 6.5 million (EUR 1.1 million).
  • The operating profit increased to EUR 7.2 million (EUR 1.8 million).
  • Consolidated earnings after taxes were EUR 4.9 million (EUR 0.8 million).
  • The financial statements release 1 Jan. to 31 Dec. 2011 comprises eQ Asset Management Group and Advium Corporate Finance Ltd from 1 April 2011. The comparison figures of the release are, therefore, not comparable.
  • Earnings per share were EUR 0.15 (EUR 0.04).
  • Equity per share rose to EUR 2.08 (EUR 1.94)
  • Equity to assets ratio was 94.1% (85.9%)

 

 

Financial environment

 

Equity market

 

The year 2011 was an unexceptionally challenging period for the capital market. In spring the market plummeted because of the political unrest in North Africa and the earthquake in Japan, but the impacts of these events were rather short-lived. Instead investors have fully concentrated on the debt crisis in Europe. Above all, the challenges of euro countries have received an unforeseen attention in global financial media, and this has had a strong impact on the behaviour of investors. During the entire autumn, investors have concentrated their main attention to the ability of the Greece, Italian and Spanish states to stimulate their economies. It has been exceptionally difficult for political decision-makers to make decisions with a long-term impact, and as a result, several Mediterranean countries have changed their government. From time to time, the entire euro zone’s credibility and ability to function have been viewed in a critical manner. In any case, the crisis will slow down the growth of national economies during the next few years. It is also clear that the crisis will reflect on the solvency of European banks, which have needed and will need recapitalisation. The European Central Bank is also expected to take on a more active role in the management of the crisis.

 

Being a geographic fringe area, the Finnish equity market dropped more than the equity market on the average in 2011. The HEX Cap Index fell by 24.9% during the year. Other stock exchanges in Western Europe also developed negatively, and the Eurostoxx 600 index fell by 11.3%, whereas MSCI World (EUR), which describes shares globally, only fell by 4.6%. The U.S. market ended up to the same level as in the beginning of the year. MSCI EM Total Return Net (EUR), which describes emerging markets, also fell by 15.9%.

 

In 2011, the market concentrated exceptionally strongly on the results of these political processes, and less attention was paid to actually analysing the fundamentals of different asset classes. Already in December and above all in January 2012, financial media shifted their attention from the euro crisis to macro-economic indicators and the results of individual companies. As a result, the last weeks of 2011 and the first weeks of 2012 have been quite positive in the market. Share prices have risen by about 5 to 10% almost globally.

 

Bond market

 

For bond investors, 2011 was a challenging year. Despite the debt crises of several governments, the bond market of the euro zone gave an average annual return of 3.3%. The best performers were government bonds issued by Germany, which is felt to be a safe country, with an almost 10% return. As for the countries that are in the centre of the crisis, Greece and Portugal, investors suffered, on the other hand, from value decreases of several tens of percent, as the increased possibility of defaults was transferred to prices. For corporate loans, the year was twofold. Corporate loans with the highest credit rating gave a reasonable return of about 2%, while high-yield loans with a high risk gave a negative return of about the same size.

 

We experienced the most difficult time of the year in November, when the interest rates of Spanish and Italian corporate bonds rose record high in the secondary market, to about 7%. At the same time, these countries had clear difficulties in the issuance of new bonds. Political decision-makers managed to calm down the situation, however, by tightening up the budget rules of member states and by improving support networks. The measures that the European Central Bank took towards the end of the year in order to safeguard the bank system also restored investors’ trust in above all debt securities issued by banks.

 

Finnish market for mutual funds

 

The uncertain economic situation was also reflected on the investments that Finns made in mutual funds. The net subscriptions in mutual funds operating in the Finnish market totalled EUR -1.0 billion in 2011. Redemptions followed the movements of the investment market and increased in the second half of the year. The largest redemptions took place in equity and corporate bond funds. Within equity funds, redemptions took above all place in funds that make investments in emerging markets. As investors wanted to find safe havens, capital flowed to short-term fixed-income funds and hedge funds. At the end of the year, the fund capital of Finnish funds totalled EUR 55 billion, which is EUR 6 billion less than at the beginning of the year.

 

Private equity market

 

The year 2011 was very active in the European private equity market for the first half, and the number of corporate acquisitions was about 600 in the total value of EUR 45 billion. After summer, the fluctuations of bond and equity markets clearly reduced activity, and in the third quarter, only 180 corporate acquisitions were concluded, their total value being a little less than EUR 15 billion.(Source: unquote, Private Equity Barometer).

 

In the fundraising market, the year 2011 was the poorest year in the past ten years. By the end of September, only EUR 170 billion of new capital had been raised worldwide, which is only 25% of the corresponding figure for 2008. The biggest fundraising market was once more the U.S., even though its share of the private equity market fell. Investors were interested in emerging markets, above all Asia and China, and their share of the fundraising market rose markedly. (Source: Preqin)

 

 

Major events in 2011

 

The Annual General Meeting held on 16 March 2011 decided to approve the transaction whereby eQ Plc (formerly Amanda Capital Plc) acquired 100% of the shares in Advium Corporate Finance Ltd and eQ Asset Management Group Ltd as well as a 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 eQ Plc to the shareholders of Advium and eQ Asset Management Group as well as the holders of the convertible bond. As a result of the execution of the share issue and combination agreement, Advium and eQ AMG have become fully owned subsidiaries of eQ Plc. 

 

After the subscription and registration of the issued shares, the total number of shares issued by the company was 33 070 351. At its constituent meeting on 16 March 2011, the Board of Directors of eQ Plc appointed Janne Larma CEO of the company, in accordance with a previous announcement.

 

In the second quarter of the year, the Board of Directors appointed Janne Larma, Petter Hoffström, Lauri Lundström and Annamaija Peltonen to the Group’s management team. The Board also decided to introduce three different segments starting from 1 April 2011, i.e. Asset Management, Corporate Finance and Investments.

 

The Amanda V East private equity fund, established and managed by eQ, 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 eQ’s second private equity fund that makes investments in Eastern Europe. Like its predecessor, it makes investments in both new private equity funds and acquires their shares from the secondary market. The fund will continue to raise funds, and the final closing will take place by 30 June 2012.

 

The Extraordinary General Meeting of eQ Plc (formerly Amanda Capital Plc) held on 22 September 2011 decided to change the company name to eQ Plc. The change of company name was registered with the Trade Register on 10 October 2011.

 

The Extraordinary General Meeting also decided to consolidate the capital structure of the company through a directed share issue by offering 390 000 new shares to the members of the company’s Board of Directors, deviating from the pre-emptive right of present shareholders. After the subscription and registration of the shares issued, the total number of shares issued by eQ Plc is 33 460 351. The new shares were registered with the Trade Register on 13 October 2011.

 

In the last quarter of the year, the Board of Directors appointed Staffan Jåfs to the Group’s management team. From 23 November 2011, the Group’s management team consisted of the following persons: Janne Larma, Lauri Lundström, Staffan Jåfs and Annamaija Peltonen. Lauri Lundström was appointed substitute for eQ Plc’s CEO from 23 November 2011.

 

 

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 Group, as the result of said companies are consolidated with the result of eQ Plc Group from 1 April 2011.

 

The consolidated net sales totalled EUR 15.8 million (EUR 5.1 million from 1 Jan. to 31 Dec. 2010). Fee and commission income increased from the comparison period due to the acquisition of Advium Corporate Finance Ltd and eQ Asset Management Group Ltd. The Group’s fee and commission income rose to EUR 9.3 million (EUR 4.0 million). The net investment income also increased from the comparison period to EUR 6.5 million (EUR 1.1 million), including a write-down of EUR 0.4 million with result impact. The Group’s expenses and depreciation totalled EUR 8.6 million (EUR 3.3 million). Personnel expenses totalled EUR 4.6 million (EUR 1.3 million) and depreciation was EUR 0.9 million (EUR 0.7 million). Other operating expenses were EUR 3.1 million (EUR 1.2 million).

 

The Group’s operating profit was EUR 7.2 million (EUR 1.8 million). The increase from the comparison period is due to the increasing income from investment operations and the result of the acquired companies. The operating profit of the financial period comprises non-recurring expenses of EUR 0.3 million due to corporate acquisitions. The profit for the financial period was EUR 4.9 million (EUR 0.8 million).

 

 

BUSINESS AREAS

 

The Board of Directors of eQ Plc decided to introduce three separate segments from 1 April 2011: Asset Management, Corporate Finance and Investments.

 

Asset Management

 

The Asset Management segment was formed in 2011, as the business operations of eQ Asset Management Group and the private equity asset management operations of Amanda Advisors Ltd were combined. The combination of the operations in practice started in late autumn 2011, and from the beginning of 2012, the private equity asset management operations have become part of eQ Plc’s subsidiary eQ Asset Management Ltd, as a result of the merger of the companies. The entire asset management segment was reorganised, and the personnel moved to common premises. In practice, co-operation has been launched in sales, customer relationship management, product development, and in middle and back office functions. The change of the parent company name to eQ Plc was registered in October, and consequently, the entire Asset Management segment uses the eQ brand, which was revised in December.

 

The operating environment of the Asset Management segment was exceptionally difficult in 2011. The major single factor that has influenced the global capital market has been the debt crisis of the euro zone. The market has not believed in the ability of political decision-makers to solve the debt problems of some euro states, mainly in the south of Europe. Even though it was possible to solve the refinancing needs of states and possibly also banks in a manner that satisfies the market, there is a risk that heavy savings programmes are reflected on economic growth and the business preconditions of companies in coming years. During the first weeks of 2012, financial media have turned their attention from the debt crisis to the macro-indicators of national economies and the result outlook of companies, which has led to a positive development in both the equity and bond market.

 

It was difficult to sell asset management services to both private individuals and institutions during the latter part of 2011, as news about the debt crisis dominated the media. Customers have been very cautious in making new investments, and the risk levels of positions have been cut down in general. The assets under the segment’s management totalled EUR 3 519 million at the end of 2011. On 31 December 2011, the assets managed under equity and bond investments totalled EUR 881 million and within private equity investments, the assets under management were EUR 2 639 million. Of these assets, EUR 1 147 million was covered by the reporting service.

 

Net subscriptions in eQ Funds totalled EUR -23 million during the year, and the assets managed by the funds dropped to EUR 440 million because of the fall in value. Within eQ Asset Management, the fixed-income fund that clearly gathered the most net subscriptions was the eQ Emerging Markets Corporate Bond Fund, which makes investments in corporate loans in emerging markets. Investors were interested in investments outside the crisis-struck Europe, and on the other hand, the interest rate level of corporate loans, which was higher than that of government bonds. In addition, the Fund is the only Finnish fund product that makes investments in this market.

 

The mutual fund eQ Emerging Dividend, which makes investments in dividend stock in emerging markets, was launched in February. The investment strategy arouses interest among institutional investors, and the fund grew evenly by EUR 23 million during the year despite the difficult market.

 

The Amanda V East private equity fund, established and managed by eQ, 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 will continue to raise funds and it will be offered to all customers of eQ Asset Management during the spring of 2012.

 

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. In the autumn of 2011, eQ Asset Management Ltd has also shown good results in the asset manager comparison that SFR research institute conducted among Finnish institutional investors. eQ Asset Management received a top grade (gold medal) in the comparison, the second year in a row.

 

Asset Management                 Oct. to Dec. 2011     Jan. to Dec. 2011

Net sales                       EUR 2.2 million       EUR 7.6 million

Operating profit                 EUR 0.5 million       EUR 2.2 million

Personnel                        44                    44

 

 

The income statement of eQ Asset Management Group has been consolidated with the income statement of eQ Group and the Asset Management segment from 1 April 2011.

 

 

Corporate Finance

 

In the Corporate Finance segment, Advium Corporate Finance acts as advisor in mergers and acquisitions, larger real estate transactions and equity capital markets.

 

The year 2011 was relatively challenging for Advium. As a result of the general economic development and uncertainty, the market slowed down considerably in the second half of the year. We acted as advisor in six transactions during the calendar year.

 

Advium acted as advisor in, for instance, the largest real estate deal in Finland in 2011, when Sponda Plc bough of Suomi Mutual Life Assurance Company the Fennia block in the city centre of Helsinki at a debt-free transaction value of EUR 122 million. We also acted as advisor in deals through which the Partioaitta trade chain was sold to the Swedish company Fenix Outdoor and the Finnish company Miratel Oy, which designs nurse call systems, was sold to the Swiss company Ascom Holding AG, which provides data communication solutions.

 

At the end of December, the number of personnel at Advium was 11.

                                                                              

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                Oct. to Dec. 2011     Jan. to Dec. 2011

Net sales                        EUR 0.4 million       EUR 2.1 million

Operating profit                 EUR 0.1 million       EUR 0.7 million

Personnel                        11                    11

 

The income statement Advium Corporate Finance Ltd has been consolidated with the income statement of eQ 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 eQ Group. Additional information on the investments of the Group can be found on the company website at www.eq.fi.

 

During the financial period, the net income of eQ Plc’s Investments segment totalled EUR 6.5 million (EUR 1.1 million from 1 Jan. to 31 Dec. 2010), including a write-down of EUR 0.4 million with result impact booked for the last quarter. At the end of the period, the fair value of the private equity funds was EUR 42.5 million (EUR 40.6 million). As for private equity investments, the amount of the remaining investment commitments was EUR 14.7 million (EUR 16.7 million on 31 Dec. 2010). Private equity funds returned EUR 8.3 million and the distribution of profit was EUR 6.8 million. Capital calls during the year were EUR 6.1 million.

 

In 2011, the largest exits were

 

  • Exit of the EQT V Fund from the security service company Securitas Direct, which generated a cash flow of about EUR 1.7 million to eQ,
  • Exit of PAI IV from Spie, which offers HVAC services, which generated a cash flow of EUR 2.1 million,
  • Exit of the IK 1997 Fund from Superfos, which manufactures plastic packaging material, which generated a cash flow of EUR 0.6 million,
  • Exit of the IK 2000 Fund from Idex, a company offering energy services, which generated a cash flow of EUR 0.3 million,
  • Exit of MB III from Medivire, which offers care and medical services, which generated a cash flow of EUR 1.8 million.

 

eQ has made a decision that it will only make new investments in funds managed by eQ in future.

 

Investments                      Oct. to Dec. 2011     Jan. to Dec. 2011

Net sales                        EUR -0.3 million      EUR 6.5 million

Operating profit                 EUR -0.4 million      EUR 6.1 million

Personnel                        1                     1

 

 

Balance sheet

 

The consolidated balance sheet total was EUR 74.0 million (EUR 51.5 million). The increase from the comparison period was mainly due to the transaction concluded on 16 March 2011.

 

At the end of the period, eQ Plc’s shareholders’ equity was EUR 69.7 million (EUR 44.2 million). The shareholders' equity was influenced by the profit for the financial period, the change in the fair value reserve and the transaction executed on 16 March 2011, whereby 10 302 605 shares were issued at the price of EUR 1.59 per share. The shareholders’ equity was also influenced by the consolidation of the company’s capital structure through a directed share issue by offering 390 000 new shares to the members of the company’s Board of Directors, deviating from the pre-emptive right of present shareholders decided by the Extraordinary General Meeting on 22 September 2011. The subscription price of the shares was EUR 1.63 per share.

 

The increase in the reserve for invested unrestricted equity by EUR 17.0 million is due to the share issue related to the transaction and the share issue directed to the Board of Directors. The changes are specified in detail in the tables attached to this release.       

EUR 0.0 million (EUR 5.8 million) of the debt was interest-bearing short-term debt. There are no long-term interest-bearing debts. Interest-free long-term debt amounted to EUR 1.2 million (EUR 0.9 million) and interest-free short-term debt totalled EUR 3.1 million (EUR 0.4 million). eQ’s equity to assets ratio was 94.1% (85.9%).

 

 

Shares and share capital

 

eQ Plc’s number of shares increased as a result of the decision by the Annual General Meeting, according to which eQ Plc acquired 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 at the price of EUR 1.59 per share. After the subscription and registration of the issued shares, the total number of shares issued by eQ Plc was 33 070 351. The increase did not influence the share capital of EUR 11 383 873.

 

The Extraordinary General Meeting held on 22 September 2011 decided to consolidate the capital structure of the company through a directed share issue by offering 390 000 new shares to the members of the company’s Board of Directors, deviating from the pre-emptive right of present shareholders. The issued shares were subscribed for as follows:

 

Number of shares:

Georg Ehrnrooth                                        75 000

Eero Heliövaara                                        30 000

Ole Johansson                                          150 000

Jussi Seppälä                                          75 000

Catharina Stackelberg-Hammarén                         60 000

 

The subscription price of the shares, EUR 1.63 per share, was entered in the reserve for invested unrestricted equity. After the subscription and registration of the issued shares, the total number of shares issued by eQ Plc is 33 460 351. The increase did not influence the share capital of EUR 11 383 873. The new shares were registered with the Trade Register on 13 October 2011.

 

 

Own shares

 

On 30 June 2011, eQ 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 eQ 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, eQ Plc 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 and the right remained valid for 18 months from the decision date. At the end of the financial year company held 163 153 own shares that corresponds to 0,5% of the total shares.

 

During the comparison period (31 December 2010), eQ Plc held no own shares at the end of the period.

 

 

Shareholders

 

The ten largest shareholders as at 31 December 2011

 

                                            Share of shares and votes, %

Veikko Laine Oy                             10.92

Fennogens Investments S.A.                  10.91

Berling Capital Oy                          10.65

Ulkomarkkinat Oy                            10.02

Chilla Capital S.A.                         7.97

Oy Hermitage Ab                             7.07

Mandatum Life Insurance Company             6.14

Oy Cevante Ab                               4.24

Linnalex Ab                                 2.63

Louko Antti                                 2.24

 

On 31 December 2011, eQ Plc had 3 247 shareholders.

 

 

Option scheme 2010

 

During the financial period, 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 financial period, altogether 700 000 options had been allocated. Based on the authorisation received by the Board on 14 April 2010, there were 1 300 000 unallocated options at the end of the period. During the financial period, 200 000 options from the option scheme 2010 were returned to eQ Plc. 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.eq.fi.

 

 

Decisions by the Annual General Meeting

 

eQ Plc’s (formerly Amanda Capital Plc) Annual General Meeting (AGM), held on Wednesday 16 March 2011 in Helsinki, decided upon the following:

 

Confirmation of the financial statements:

eQ Plc’s AGM confirmed the financial statements of the company, which included the consolidated financial statements, Report of the Board of Directors and auditors’ report for the 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 enter the parent company’s result for the financial period in the profit and loss account was confirmed.

 

Discharging the Board of Directors, CEO and the substitute for the CEO from liability:

The AGM decided to discharge the members of the Board of Directors and the CEOs from liability.

 

Number of Board members, election of Board members and remuneration of Board members:

In accordance with the decision of the AGM, five members are elected to the Board. Consequently, Ole Johansson, Georg Ehrnrooth, Eero Heliövaara, Jussi Seppälä and Catharina Stackelberg-Hammarén were elected to the Board for a term that will end at the close of the following Annual General Meeting. The AGM decided that the members of the Board would receive remuneration as follows: the Chairman of the Board will receive EUR 3 300 and the Board members EUR 1 800 per month. Travel and lodging expenses will be compensated in accordance with the company’s expense policy. The Board elected Ole Johansson Chairman of the Board at its constituent meeting held immediately after the AGM.

 

Auditors:

Ernst & Young Oy, a firm of authorized public accountants, will continue as auditor of the company, and Ulla Nykky, APA, will act as auditor with main responsibility. The meeting decided to compensate the auditors based on invoice.

 

Approval of a corporate transaction and authorising the Board of Directors to decide on the issuance of shares:

The AGM decided to approve the transaction whereby eQ Plc acquired 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 authorised the Board of Directors to decide on a share issue comprising no more than 10 302 605 new shares. The subscription price of a share is EUR 1.41.

 

The authorisation includes the right of the Board of Directors to decide on all other terms of the share issue, including the right to decide whether the subscription price is 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 will be used for carrying out a corporate transaction. The authorisation does not replace earlier authorisations, which will remain in force, and the new authorisation is valid until 31 July 2011.

 

Amendment to the company’s field of activity:

The meeting 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.

 

 

Decisions by the Extraordinary General Meeting

 

eQ Plc’s Extraordinary General Meeting, held on Thursday 22 September 2011 in Helsinki, decided upon the following:

 

Changing the company name as follows:

“1 § The company name is eQ Oyj in Finnish, eQ Abp in Swedish and eQ Plc in English. The domicile of the company is Helsinki.”

 

The EGM also decided to consolidate the capital structure of the company by offering 390 000 new shares to the members of the Board of Directors deviating from the present shareholders’ pre-emptive right. The issued shares were subscribed for as follows:

 

                                            Number of shares

Georg Ehrnrooth                             75 000

Eero Heliövaara                             30 000

Ole Johansson                               150 000

Jussi Seppälä                               75 000

Catharina Stackelberg-Hammarén              60 000

 

The subscription price, EUR 1.63 per share, shall be paid by 30 September 2011 and will be entered in the reserve for invested unrestricted equity.

 

 

Personnel and organisation

 

At the end of the financial period, the number of personnel was 62. The Asset Management segment had 44 employees, the Corporate Finance segment 11 employees and the Investments segment one employee. Group administration had six employees. The personnel of the Asset Management segment comprises ten persons with fixed-term employment.

 

The overall salaries paid to the employees of eQ Group during the financial period totalled EUR 4.6 million (EUR 1.3 million). This sum comprises the salaries of Advium Corporate Finance Ltd and eQ Asset Management Group from 1 April to 31 December and the salaries of eQ Plc’s and Amanda Advisors Ltd’s personnel from 1 January to 31 December 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 capital 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 eQ Group's investment operations are the market risk, currency risk and liquidity risk. Among these, the market risk has the greatest impact on investments. The company’s own 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, eQ Plc acquired 100 % of the shares in Advium Corporate Finance Ltd and eQ Asset Management Group Ltd and a 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, asset management and corporate finance operations. The value of the transaction totalled EUR 16.6 million, and it was paid by issuing 10 302 605 new shares in eQ Plc. 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. 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 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 2.9 million. The goodwill is based on the personnel and its expertise and offers eQ 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 eQ Group at the beginning of 2011, the Group’s net sales had been EUR 1.6 million higher during the period under review and the result EUR 0 million higher.

 

 

Acquired net assets and goodwill 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    
               
           
               
Acquisition cost     9.4   6.3    
               
Unallocated purchase price   9.3   5.3    
               
Fair value of the brand   2.0   2.0    
Customer agreements   0.0   0.5    
Deferred tax       0.1    
               
Goodwill     7.3   2.9    

 

 

 

At 31 May 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 (EUR 1 000):  
       
Cash and investments 43.7  
Other liabilities   1.1  
       
Acquired net assets 42.6  
       
Acquisition cost   113.1  
       
Unallocated purchase price 70.5  
       
Goodwill 70.5  
         

 

 

 

Proposal for the distribution of profit

 

The distributable means of the parent company on 31 December 2011 totalled EUR 51.4 million. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.12 per share be paid out on the record date 16 March 2012 to shares held by others than the company. Corresponding dividend is total of EUR 3 995 663,76. The Board proposes that the dividend payment date is 26 March 2012.

 

After the end of the financial period, no essential changes have taken place in the financial position of the company. The Board of Directors feel that the proposed distribution of profit does not endanger the liquidity of the company.

 

 

Events after the reporting period

 

Group Legal Counsel Juha Surve was appointed member of the management team on 21 February 2012. As of 21 February 2012, the Group’s management team consists of the following persons: Janne Larma (chairman), Staffan Jåfs, Lauri Lundström, Annamaija Peltonen and Juha Surve.

 

 

Outlook

 

The trust of the market has improved markedly at the beginning of the year. Investors have increasingly turned their focus to analysing the profitability of companies, instead of the debt crises of the euro zone. Even though trust in the future has improved, it is clear that the crisis will slow down the growth of national economies in the years to come. Changes in the assets under the Group’s management and the development of the fee and commission income correlate with the development of the capital market.

 

eQ Plc

Board of Directors


 

 

 

 

Tables

 

Principles for drawing up the report

 

This financial statements release has been prepared in accordance with the IAS 34 Interim Financial Reporting standard. From the beginning of the financial period, the company has adopted certain new or revised IFRS standards and IFRIC interpretations in the manner described in the financial statements for the year 2010. The introduction of these new and revised standards has not, however, yet in practice had any impact on the reported figures. For other parts, eQ has applied the same accounting principles as in the financial statements for the year 2010. The calculation principles and formulas of the key ratios are unaltered, and they have been presented in the financial statements for 2010.

 

The financial statement figures presented in this release are based on the company’s audited financial statements. The auditors’ report has been issued on 21 February 2012.

 

 

 

 

CONSOLIDATED INCOME STATEMENT, EUR 1 000      
           
    10–12/11 10–12/10 1–12/11 1–12/10
  NET SALES        
  Net investment income -337 43 6 482 1 136
  Fee and commission income 2 511 951 9 327 3 972
  Total 2 174 994 15 808 5 108
           
  Depreciation -237 -171 -865 -710
  Operating expenses -2 257 -591 -7 709 -2 570
  Operating profit -321 232 7 234 1 829
           
  Financial income and expenses 61 -196 -302 -623
  Profit before taxes -260 35 6 932 1 205
           
  Income taxes -20 -22 -1 988 -371
  Minority interests - - -3 -
           
  PROFIT (LOSS) FOR THE PERIOD -280 13 4 942 834
           
  Other comprehensive income:        
  Available-for-sale financial        
  assets, net -760 1 045 3 432 3 407
           
  TOTAL COMPREHENSIVE INCOME FOR THE PERIOD -1 040 1 058 8 374 4 241
           
           
  Undiluted earnings per share, EUR -0,01 0,001 0,15 0,04
  Diluted earnings per share, EUR -0,01 0,001 0,16 0,04
  Earnings per average share,        
  EUR *) -0,01 0,001 0,16 0,04
           
  *) Weighted average number of shares outstanding during the period.

 

 

 

 

 

CONSOLIDATED BALANCE SHEET, EUR 1 000    
       
    31.12.2011 31.12.2010
  ASSETS    
       
  LONG-TERM ASSETS    
  Tangible fixed assets 151 50
       
  Intangible assets 19 318 4 574
       
  Investments available for sale    
  Financial securities 49 -
  Private equity investments 42 539 40 625
       
  Deferred tax assets 79 1 684
       
  CURRENT ASSETS    
  Other assets 1 056 217
  Accrued income and advance payments 242 224
       
  Investments available for sale    
  Financial securities 45 -
       
  Cash 10 540 4 112
       
  TOTAL ASSETS 74 020 51 486
       
       
  SHAREHOLDERS’ EQUITY AND LIABILITIES    
       
  SHAREHOLDERS’ EQUITY 69 684 44 229
       
  LIABILITIES    
       
  NON-CURRENT LIABILITIES    
  Deferred tax liability 1 230 946
       
  CURRENT LIABILITIES    
  Accounts payable and other liabilities 3 106 510
  Financial liabilities - 5 800
       
  TOTAL LIABILITIES 4 336 7 256
       
  TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 74 020 51 486

 

 

 

 

 

CONSOLIDATED CASH FLOW STATEMENT, EUR 1 000  
       
    2011 2010
  CASH FLOW FROM OPERATIONS    
  Operating profit 7 234 1 829
  Depreciation and write-downs 865 710
       
  Operations without cash payment 102 -
  Investments available for sale,    
  change 2 643 -4 752
  Change in working capital    
  Business receivables, increase (-)    
  decrease (+) -809 39
  Interest-free debt, increase (+)    
  decrease (-) 1 525 -130
  Interest-bearing debt, increase (+)    
  decrease (-) -5 800 2 800
       
  Total change in working capital -5 083 2 709
       
  Cash flow from operations before    
  financial items and taxes 5 761 496
  Interests received 52 10
  Interests paid -354 -633
  Taxes -336 -371
       
  CASH FLOW FROM OPERATIONS 5 122 -498
       
  CASH FLOW FROM INVESTMENTS    
  Investing activities in investments 669 15
       
  CASH FLOW FROM INVESTMENTS 669 15
       
  CASH FLOW FROM FINANCING    
  Income from share issue 636 -
  Purchase of own shares 0 -31
  Sale of own shares - 1 085
  Other changes - -34
       
  CASH FLOW FROM FINANCING 636 1 020
       
  INCREASE/DECREASE IN LIQUID ASSETS 6 428 537
  Liquid assets on 1 Jan. 4 112 3 575
  Liquid assets on 31 Dec. 10 540 4 112
       
  Liquid assets contain cash and bank deposits.
       

 

 

 

 

CHANGE IN CONSOLIDATED SHAREHOLDERS’ EQUITY, EUR 1 000    
             
  Share capital Reserve for invested unrestricted equity Other reserves Fair value reserve Retained earnings Total
             
Shareholders’ equity on
1 Jan. 2010
11 384 29 614 -1 769 -7 701 7 439 38 968
             
Comprehensive income       881 2 526 3 407
Profit (loss) for the period         834 834
             
Total comprehensive income       881 3 360 4 241
             
Purchase of own shares     2     2
Sale of own shares     1 766   -681 1 085
Other changes         -67 -67
Shareholders’ equity on
31 Dec. 2010
11 384 29 614 0 -6 819 10 051 44 229
             
             
Shareholders’ equity on
1 Jan. 2011
11 384 29 614 0 -6 819 10 051 44 229
             
Comprehensive income       6 274 -2 841 3 432
Profit (loss) for the period         4 942 4 942
             
Total comprehensive income       6 274 2 101 8 374
             
Purchase of own shares     0     0
Share issue   17 017       17 017
Other changes         64 64
Shareholders’ equity on
 31 Dec. 2011
11 384 46 631 0 -546 12 215 69 684

 

 

 

 

 

SEGMENT INFORMATION, EUR 1 000        
             
1-12/2011 Asset Corporate       Group,
  Management Finance Investments Other Eliminations total
External revenue 7 226 2 101 6 482     15 808
Inter-segment revenue 400       -400  
Net sales 7 626 2 101 6 482   -400 15 808
Operating profit 2 179 707 6 082 -1 734   7 234
Profit (loss)
for the period
2 179 707 6 082 -4 026   4 942
             
Long-term            
assets 10 063 9 384 42 618 71   62 137
             
             
The item presented in the operating profit line under Other     
comprises the undivided personnel, administration and other expenses related to Group administration and the non-recurring expenses related  
to the acquisition of eQ and Advium.
The legal and consulting expenses in connection with the acquisitions
total EUR 276 000 and audit services EUR 42 000.      
             
In addition to the above, undivided financial income and expenses as well as taxes have been presented in line Profit (loss) for the period.  
     
             
The eliminations contain the elimination of a Group-internal management fee for eQ Plc’s own investments.  
             

 

 

 

 

CONSOLIDATED KEY RATIOS    
     
  31 Dec 2011 31 Dec 2010
     
Profit (loss) for the period (EUR 1 000) 4 942 834
Undiluted earnings per share, EUR 0,15 0,04
Diluted earnings per share, EUR 0,16 0,04
Earnings per average share, EUR *) 0,16 0,04
Equity per share, EUR 2,08 1,94
Equity per average share, EUR *) 2,25 1,99
Return on investment, ROI % p.a. 8,8 3,2
Return on equity, ROE % p.a. 8,7 2,0
Equity to assets ratio, % 94,1 85,9
Share price at the end of period, EUR 1,56 1,73
Number of personnel at the end of period 62 13
Private equity investments to equity    
ratio, % 61,0 91,8
Private equity investments and     
investment commitments to equityratio, % 82,1 129,6
     
     
*) 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 on 1 Jan. 2011 40 625
   
Draw-downs to private equity funds 6 083
Return of capital from private equity funds -8 326
Changes in the value of private equity funds  
in fair value reserve 4 510
   
Write-down -352
   
Book value of private equity funds on 31 Dec. 2011 42 539

 

 

 

 

REMAINING COMMITMENTS        
       
On 31 December 2011, eQ Plc’s remaining commitments in private               
equity funds stood at EUR 14.7 million (EUR 16.7 million on 31 Dec. 2010).
Other liabilities totaled EUR 1.5 million at the end of the period
under review (EUR 0.2 on 31 Dec. 2010).