• by  • November 17, 2017 • Amedeo

    AMEDEO AIR FOUR PLUS LIMITED

    Announcement of publication of a supplementary prospectus

    17 November 2017

    The Company confirmed in an announcement on 1 November 2017 that it proposes to acquire a fourth Airbus A350-900 aircraft (the “New Asset”) for leasing to Thai Airways (the “Proposed Acquisition”).

    This follows the successful completion of the acquisitions of three Airbus 350-900s, the first in July 2017, the second in August 2017 and the third in September 2017. These three aircraft were acquired using, alongside debt financing, the proceeds raised from an initial placing of 134,650,000 New Shares in the Company (the “Initial Placing”) in a placing programme (the “Placing Programme”) being conducted pursuant to a prospectus dated 13 June 2017 (the “Prospectus”).

    In line with the Company’s investment policy, it is intended that the Proposed Acquisition will be financed through a combination of equity and debt or other financing arrangements and the Board intends to conduct a further placing under the Placing Programme through which up to 40,350,000 New Shares in the Company will be issued at an issue price of 104 pence per New Share in order to fund the equity portion of the acquisition costs of the New Asset (the “Second Placing”).

    Accordingly, the Company has today published a supplementary prospectus (the “Supplementary Prospectus”), which supplements the Prospectus with the details of the Second Placing.

    The New Asset

    If the Second Placing successfully completes, the Company intends to acquire the New Asset (such asset being the Company’s “Fourteenth Asset”). The New Asset is expected to be purchased by the Company by no later than 31 January 2018.

    The acquisition of the New Asset was approved by Shareholders by ordinary resolution on 5 June 2017, in accordance with the Company’s Articles.

    The Current Assets

    The Company currently owns eight Airbus A380-800s, two Boeing B777-300ERs, and three Airbus A350-900s.

    Income Distributions

    The Company receives, or will receive, income in the form of lease rentals for each Current Asset and each New Asset. Income distributions are currently being made to Shareholders quarterly and, subject to compliance with applicable laws and regulations, it is anticipated that such income distributions will continue to be made on a quarterly basis. The Company is targeting a distribution to investors of 2.0625 pence per Share per quarter (amounting to a yearly distribution of 8.25 pence per share) at least until such time as any aircraft other than the Current Assets and the New Asset are acquired.

    Expected Timetable for the Second Placing

    Each of the times and dates set out below and mentioned elsewhere in this document may be adjusted by the Company, in which event details of the new times and dates will be notified to the Financial Conduct Authority and the London Stock Exchange. References to a time of day are to London time.

    Event

    Date

    Second Placing opens

    17 November 2017

    Latest time and date for commitments under the Second Placing

    3.00 p.m. on 24 November 2017

    Result of Second Placing announced

     27 November 2017

    Dealings in New Shares commence on SFS

    8.00 a.m. on 30 November 2017

    Crediting of CREST stock accounts in respect of the New Shares

     30 November 2017

    Publication of the Supplementary Prospectus

    Copies of the Prospectus and the Supplementary Prospectus are available for inspection at the registered office of the Company, the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG and the offices of Nimrod Capital LLP, 3 St Helen’s Place, London EC3A 6AB during normal business hours on any weekday (Saturdays and Public Holidays excepted) until 12 June 2018, and will also be available on the Company’s website at http://www.aa4plus.com/investors-regulatory-news.

    Defined terms used in this announcement shall have the same meanings as ascribed to them in the Company’s Supplementary Prospectus dated 17 November 2017

    Important Information

    This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus as amended by the Supplementary Prospectus to be published by the Company in due course in connection with the admission of the shares in the capital of the Company to trading on the Specialist Fund Segment of the London Stock Exchange’s Main Market. Copies of the Prospectus and the Supplementary Prospectus are available from the Company’s registered office.

    The above target distributions are targets only and are based on various projections and assumptions at the time of modelling and are therefore subject to change. The income the Company may receive cannot be accurately predicted and is subject to risks including, but not limited to, a default by a lessee on its obligations under a lease, late delivery of either of the New Asset and the effect of loan bullet payments falling due (which may cause the Board to consider if a distribution can lawfully be made under Guernsey law). Moreover, should Shareholders approve the acquisition of further aircraft or the sale proceeds of one or more of the Current Assets or the New Asset be re-invested, there can be no guarantee that the terms on which such further aircraft are leased will support the level of target dividends described above. There can therefore be no guarantee that dividends will be paid to Shareholders and, if dividends are paid, as to the timing and amount of any such dividend. Any distribution of dividends to Shareholders will be subject always to compliance with the Companies Laws.

    Target yields or returns are targets only and there can be no guarantee that the company will achieve such targets at the levels stated or at all. Prospective investors should not place any reliance on such targets in deciding whether to invest in the Company.

    This announcement and the information contained herein is not for publication, release or distribution, directly or indirectly, in or into the United States, Australia, Canada, South Africa or Japan or, within the EEA, outside the United Kingdom, or any jurisdiction in which the same would be unlawful. This announcement is not an offer to sell or a solicitation of any offer to buy the securities of Amedeo Air Four Plus Limited (the “Company”, and such securities, the “Securities”) in the United States, Australia, Canada, Japan or, within the EEA, outside the United Kingdom, or in any other jurisdiction where such offer or sale would be unlawful. Any offering will only be made in any jurisdiction in compliance with local laws.

    The Company has not been and will not be registered under the US Investment Company Act of 1940 (the “Investment Company Act”) and, as such, holders of the Securities will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Securities may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. The Securities have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, US persons as defined in Regulation S under the Securities Act (“US Persons”) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act. No public offering of the Securities is being made in the United States.

    This announcement has been approved for issue in the United Kingdom for the purposes of section 21 of the UK Financial Services and Markets Act 2000 by Nimrod Capital LLP which is authorised and regulated by the UK Financial Conduct Authority.

    Nimrod Capital LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Amedeo Air Four Plus Limited in connection with the Placing and will not regard any other person (whether or not a recipient of this document or other information) as its customer in relation thereto and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Nimrod Capital LLP nor for providing advice in connection with the Placing and the contents of this announcement or any other matter referred to herein. Nimrod Capital LLP is not responsible for the contents of this announcement. This does not exclude or limit any responsibilities which Nimrod Capital LLP may have under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder.