ADAM.L Regulatory News (ADAM)

ADAMAS FINANCE ASIA LIMITED

("ADAM" or the "Company")

Open Offer and Placing of up to 12,538,840 Ordinary Shares

at a price of 25.0 pence per Ordinary Share

and

Notice of General Meeting and Change of Company Name

Adamas Finance Asia Limited (AIM: ADAM), the London quoted company focused on providing shareholders with attractive uncorrelated, risk adjusted returns from a diversified portfolio of pan-Asian investments, is pleased to announce its open offer and placing, notice of General Meeting and proposed change of the Company's name.

Summary

· The Company is proposing to undertake an Open Offer and Placing to raise £3,134,710 (before expenses) through the issue of New Ordinary Shares at the Issue Price. The Company will also issue one Open Offer Warrant with each share with an exercise price of 40.0 pence and an exercise period of 3 years from and including the date of issue.

· WH Ireland is acting as Placing Manager in connection with the Open Offer and Placing. The Placing Manager's responsibilities are due only to the Company.

· The Issue Price of 25.0 pence represents a discount of 13.8 per cent. to the mid-price on the Latest Practicable Date. Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will occur on or around 7 September 2020.

· The Company is also seeking shareholder approval to change its name to Jade Road Investments Limited. A General Meeting is required in order that Shareholders can vote on the required resolution to approve this change, notice of which is set out in a circular that will be posted to Shareholders today and will shortly be available on the Company's website at www.adamasfinance.com.

· Set out below and in the Circular is the background to, and the reasons for, the Open Offer, the Placing and the proposal to change the name of the Company. It explains why the Directors consider the Open Offer and the Placing to be in the best interests of the Company and its Shareholders as a whole.

· To the extent that the maximum number of New Ordinary Shares is not taken up by Shareholders under the Open Offer, such shares and attached warrants will be available for subscription by Placees under the Placing.

· The Company has received £3,134,710 by way of binding commitments in relation to the Placing. The actual number of New Ordinary Shares to be issued under the Placing will only be known once the Open Offer applications have closed.

Terms not otherwise defined in this announcement have the meanings given to them in the Circular. This summary should be read in conjunction with the full text of the announcement and the Circular, when available.

Background to and Reasons for the Open Offer and Placing

2019 and the first quarter of 2020 has been a period in which the Company has built considerable momentum in restructuring its assets and developing a country and sector agnostic diversified portfolio. This all has resulted in a Net Asset Value increase of 8 per cent. and a Net loss decrease of 21 per cent. year-on-year. In addition, portfolio income generated from investments increased by over 500 per cent. from 2018 and the Company has expanded its own investor pool with new investments in the Company from the Middle East in the second half of 2019 and the first half of 2020.

There are estimated to be over 250 million Asian small and medium enterprises with limited access to traditional bank financing (source: Statista) which equates to a US$2.7 trillion funding gap (source: SME Finance Forum (managed by the International Finance Corporation)). The Company is now seeing an increasingly attractive and growing pipeline of investment opportunities in the region, a situation that is accelerating due to the impact of the global COVID-19 pandemic.

The Company is now pursuing the Open Offer fundraise to enhance further its balance sheet and to enable it to pursue a wide range of investment prospects across a number of sectors which are currently under review. Amongst the sectors that the Company has identified as a potential opportunity are: IT, fintech, healthcare and online commerce. The Company may also, where necessary, deploy the net proceeds of the Open Offer for general corporate purposes arising from the day-to-day running of the business.

Reasons for the Change of Name

The Company's portfolio has undergone a transformation over the last few years and is seeking to establish an identity which more fully represents its pan-Asian small and medium-sized enterprise focus. Furthermore, the Board feels that this is an appropriate time for the Company's name to reflect its Asian heritage while also acknowledging the wider investment scope which was adopted for its portfolio construction since May 2017. The Company's new name reflects the spirit of connecting investors and capital from the West, across the Middle East and into the markets of the Far East.

In accordance with BVI Business Companies Act 2004 and the Articles, shareholder approval is required for a change of name and accordingly an ordinary resolution is proposed at the General Meeting, notice of which is set out at the end of this document.

Open Offer

ADAM announces an Open Offer to raise up to approximately £3,134,710 (before expenses) through the issue of up to 12,538,840 Open Offer Shares at the Issue Price of 25.0 pence per Open Offer Share on the basis of 1 Open Offer Share for every 8.216 Existing Ordinary Shares held by shareholders of the Company ("Qualifying Shareholders") on 14 July 2020 (the "Record Date"). To the extent Qualifying Shareholders do not take up their entitlements under the Open Offer, the Company has received irrevocable commitments from third party placees ("Placees") to subscribe for such Open Offer Shares (the "Placing Commitments"). The effect of the Placing Commitments is that the Open Offer is fully underwritten.

The Directors consider it important that Qualifying Shareholders have the opportunity to participate in the fundraising, and the Directors have concluded that the Open Offer is the most suitable option available to the Company and its Shareholders. The Open Offer provides an opportunity for all Qualifying Shareholders to participate in the fundraising by subscribing for their Open Offer Entitlement.

Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to subscribe for 1 Open Offer Share for every 8.216 Existing Ordinary Shares held on the Record Date.

For each Open Offer Share subscribed, a Qualifying Shareholder (or, if relevant, a Placee) shall also be entitled to an Open Offer Warrant exercisable at 40.0 pence. The Open Offer Warrants shall expire on the date falling 36 months from Admission.

The Issue Price represents:

· a discount of 13.8% to the mid-price of 0.29 pence per Existing Ordinary Share on 16 July 2020, being the last practicable date prior to the announcement of the Open Offer on 17 July 2020; and

· on a per share basis, a discount of c.60% to the audited net asset value as at 31 December 2019 of US$100.9 million.

Subject to Admission, if all Shareholders take up their entitlements under the Open Offer, the Open Offer Shares will represent approximately 10.9% per cent. of the Enlarged Share Capital and the Existing Ordinary Shares will represent approximately 89.1% per cent. of the Enlarged Share Capital.

The Placing Manager of the Open Offer is WH Ireland Limited.

Placing

The Placing Manager has agreed to advise the Company in respect of the Placing pursuant to the terms of the Placing Manager Engagement Letter.

The Company has entered into Placing Commitment Letters with Placees pursuant to which those Placees have committed to subscribe for up to a maximum of 12,538,840 New Ordinary Shares at the Issue Price (each such commitment being a "Placing Commitment") for aggregate maximum gross proceeds (assuming such commitments were fully utilised) of £3,134,710, subject to the terms and conditions of the Placing Commitment Letters. To the extent any Placee holds 5 per cent. or more of the issued share capital of the Company upon completion of the Placing, such Placee will enter into an orderly marketing agreement with the Company and the Broker for a period of six months from such date. The actual number of New Ordinary Shares to be issued under the Placing will only be known once the Open Offer applications have closed.

The Placees include multi-family offices from Asia, the Middle East and North America who are interested in gaining exposure to the Pan-Asian Small & Medium Enterprise ("SME") investment opportunities which are targeted by the Company. The Board has carefully considered the identity of Placees and is satisfied that they will be strategic long-term holders of the Company's equity.

The Directors and the Investment Manager have each entered into Placing Commitment Letters pursuant to which they have made commitments as to Mr John Croft, £20,000, Mr Stuart Croker, £20,000, Dr George Lam £25,000, Viscount Trenchard, £15,000 and the Investment Manager, £40,000. The actual number of New Ordinary Shares to be issued to the Directors and the Investment Manager pursuant to the Placing is dependent on the take up of the Open Offer by Shareholders.

As Placees' commitments are firm but their final allocation of Open Offer Shares (and accompanying Open Offer Warrants) will depend on the outcome of the Open Offer, they will be paid a commitment fee equal to 5% of their commitment, to be satisfied by the Company by the issue to such Placees of New Ordinary Shares in an amount equal to 5% of such commitment divided by the Issue Price.

Subject to Admission, should the Placees' commitments be required in full, the resulting New Ordinary Shares, together with the Placing Commission Shares, will represent approximately 11.3% per cent. of the Enlarged Share Capital and the Existing Ordinary Shares will represent approximately 88.7% per cent. of the Enlarged Share Capital.

Conditionality

The Open Offer and Placing are conditional upon (inter alia):

· the London Stock Exchange agreeing to admit (subject only to allotment where relevant) the Placing Shares, the Placing Commission Shares and the Open Offer Shares to trading on AIM; and

· Admission taking place by not later than 8.00 a.m. on 7 September 2020 (or such later date as the Placing Agent may agree as the date for Admission, but in any event not later than 8.00 a.m. on 11 September 2020).

Circular

A circular setting out full details of the Open Offer and Placing, including the terms and conditions and details on how to accept the Open Offer and an accompanying Application Form (for Qualifying Non-CREST Shareholders), together with a notice of General Meeting will be posted to Shareholders on 17 July 2020 and will shortly be available from the Company's website at www.adamasfinance.com.

Financial Information

Audited accounts of the Group for each of the last three financial years ended 31 December 2019, 31 December 2018 and 31 December 2017 are available on the Company's website www.adamasfinance.com. As at 31 December 2019, the Company's net asset value was US$100.9 million (2018: US$93.0 million); gross portfolio income was US$2.2 million (2018: US$0.4 million) and cash balance was US$4.1 million (2018: US$8.8 million).

Use of Proceeds

The Directors intend to use the net proceeds of the Open Offer and Placing (i) to further strengthen the Company's balance sheet and provide the Company with additional funding for pursuing investment opportunities, which are currently under review; and (ii) to contribute to expenses incurred for the continuous day-to-day running of the business, where necessary.

Notice of General Meeting and Change of Company Name

The Company is seeking shareholder approval to change its name to "Jade Road Investments Limited". A general meeting is required in order that Shareholders can vote on the required resolution to approve this change. A notice of General Meeting will be included in the Circular which will be posted to Shareholders on 17 July 2020 and will shortly be available on the Company's website at www.adamasfinance.com.

Effects of the Change of Name

If the resolution set out in the notice of General Meeting is passed the appropriate filings will need to be made with the BVI Registrar of Corporate Affairs in order for the change of name to be effective, upon which a certificate of incorporation on change of name will be issued. The Directors intend to make these filings as soon as possible after the Open Offer has closed on 21 August 2020.

Once the change of name becomes effective:

· any issue of share certificates of the Company thereafter will be in the new name of the Company. The existing share certificates will remain valid after the change of name and it is not proposed that replacement share certificates will be issued in the new name of Jade Road Investments Limited;

· the Company's ticker will change to "JADE" but the Company's shares will remain admitted to trading on the AIM market of London Stock Exchange;

· the Company's website will change to www.jaderoadinvestments.com; and

· an application will be made to the Cayman Islands Stock Exchange for a new ISIN, which is required as result of the Company's change of name.

The change of name will not affect any rights of Shareholders.

RECOMMENDATION

The Directors recommend Shareholders vote in favour of the resolution to change the Company's name proposed at the General Meeting, as they intend to do in respect of the 4,117 Ordinary Shares in aggregate held by them at the Record Date.

PLACING AND OPEN OFFER STATISTICS

and Placing

Number of Open Offer Shares in respect of which Placing Commitments 12,538,840have been received

Number of Placing Commission Shares to be issued in satisfaction  of the 626,942 Placing Commission

Number of Ordinary Shares in issue following the  Open Offer 116,185,204(excluding shares held in treasury)2

Percentage of Enlarged Share Capital represented by the New Ordinary 11.3% Shares to be issued pursuant to the Open Offer2

Maximum number of New Ordinary Shares capable of  being issued 25,704,622pursuant to the terms of the Open Offer and Placing3

Basis of the Open Offer 1 Open Offer Share for  every

8.216 Ordinary Shares held  on

the Record Date

Gross proceeds of the Open Offer and Placing GBP3,134,710 Market capitalisation of the Company at the Issue Price following Admission4 GBP29,046,301ISIN of the Existing Ordinary Shares VGG008271246

SEDOL of the Existing Ordinary Shares BF0GL09

ISIN of the Open Offer Entitlements VGG008271329SEDOL of the Open Offer Entitlements BMCC212

TIDIM ADAM

1 On the assumption that the Open Offer is taken up in full by Shareholders.

2 Being the issued share capital as enlarged by the New Ordinary Shares capable of being issued under the Open Offer and/or Placing and including the Placing Commission Shares.

3 This includes the resulting shares to be issued pursuant to the Open Offer and/or Placing, the Placing Commission Shares and assumes that the Open Offer Warrants are fully exercised.

4 This reflects the total number of New Ordinary Shares capable of being issued under the Open Offer and/or Placing, including the Placing Commission Shares.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date for entitlement to participate in the Open Offer 14 July 2020

Announcement of the Open Offer 17 July 2020

Publication and posting date of this document, Form of Proxy, 17 July 2020

Form of Instruction and Application Form

Ex-Entitlement Date for the Open Offer 8.00 a.m. on 17 July 2020

Open Offer Entitlements credited to CREST stock accounts of 8.00 a.m. on 20 July 2020

Qualifying CREST Shareholders or as soon possible thereafter

Latest time and date for receipt of completed Forms of Proxy 9.00 a.m. (BST) on 3 August 2020

Latest time and date for receipt of completed Forms of 9.00 a.m. (BST) on 31 July 2020

Instruction or CREST voting instruction

General Meeting 9.00 a.m. on 5 August 2020

Results of the General Meeting expected to be announced 5 August 2020

through a Regulatory Information Service

Recommended latest time for requesting withdrawal of Open Offer 10.00 a.m. on 17 August 2020

Latest time for depositing Open Offer Entitlements into CREST 10.00 a.m. on 18 August 2020

Latest time and date for splitting of Application Forms 11.00 a.m. on 19 August 2020

(to satisfy bona fide market claims only)

Latest time and date for receipt of completed 11.00 a.m. on 21 August 2020

Application Forms, and payment in full under

the Open Offer or settlement of relevant CREST instructions (as appropriate)

Results of Open Offer expected to be announced 8.00 a.m. on 24 August 2020

through a Regulatory Information Service

Latest date for settlement of subscription monies due 5.00 p.m. on 1 September 2020

from Placees under the Placing

Admission effective and trading expected to commence in 8.00 a.m. on 7 September 2020

the New Ordinary Shares

CREST members' accounts credited in respect of As soon as possible after

the New Ordinary Shares in  uncertificated form 8.00 a.m. on 7 September 2020

Expected date of dispatch of share certificates in respect By 11 September 2020

of the New Ordinary Shares in certificated form (certificated holders only)

Notes:

1. The ability to participate in the Open Offer is subject to certain restrictions relating to Qualifying Shareholders with registered addresses or who are located or resident in countries outside the UK (particularly the Excluded Overseas Shareholders), details of which are set out in paragraph 6 of Part III of this document. Subject to certain exceptions, Application Forms will not be dispatched to, and Open Offer Entitlements will not be credited to the stock accounts in CREST of, Shareholders with registered addresses in any of the Restricted Jurisdictions.

2. If you have any queries on the procedures for application under the Open Offer, you should contact the Receiving Agent, Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH United Kingdom or telephone Computershare Investor Services plc on +44 (0)370 707 4040. Lines are open in the UK from 8.30 a.m. to 5.30 p.m. Monday to Friday, excluding UK Bank Holidays. Computershare helpline cannot provide advice on the merits of the Open Offer nor give any financial, legal or tax advice.

3. The above timetable is subject to change and the Company reserves the right to vary the timetable. If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.

4. Different deadlines and procedures for applications may apply in certain cases. For example, if you hold your Ordinary Shares through a CREST member or other nominee, that person may set an earlier date for application and payment than the dates noted above.

5. Unless otherwise specified, all times are London times.

FOR FURTHER INFORMATION, PLEASE CONTACT:

For further information, please visit the Company's website at http://adamasfinance.com and follow the Company on Twitter (@AdamasFinance).

About Adamas Finance Asia

Adamas Finance Asia Limited (ADAM) is quoted on the AIM Market of the London Stock Exchange and is committed to providing shareholders with attractive uncorrelated, risk adjusted long-term returns from a combination of realising sustainable capital growth and delivering dividend income.

The Company is focused on providing growth capital and financing to emerging and established Small and Medium Enterprises (SME) sector throughout Asia, well diversified by national geographies, instruments and asset classes. This vital segment of the economy is underserved by the traditional banking industry for regulatory and structural reasons.

The Company's investment manager, Harmony Capital, seeks to capitalise on its team's established investment expertise and broad networks across Asia. Through rigorous diligence and disciplined risk management, Harmony Capital is dedicated to delivering attractive income and capital growth for shareholders with significant downside protection through selectively investing in assets and proactively managing them.

Harmony Capital is predominately sourcing private opportunities and continues to create a strong pipeline of attractive income generating assets from potential investments in growth sectors across Asia, including healthcare, fintech, hospitality, IT and property.

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.