Amedeo Air Four Plus Limited
Amedeo Air Four Plus Limited (“AA4″ or the “Company”) is a non-cellular company limited by shares, registered and incorporated in Guernsey. The shares in the Company (the “Shares”) were admitted to the Specialist Fund Market of the London Stock Exchange on 13 May 2015.
AA4’s investment objective is to obtain income returns and a capital return for its Shareholders by acquiring, leasing and then selling aircraft. The Company intends to purchase four Airbus A380 aircraft which will be leased to Emirates, two of which it is expected will be acquired shortly after Admission and two of which are expected to be acquired in August and November 2015.
The Company aims to provide Shareholders with an attractive total return comprising income, from distributions through the period of the Company’s ownership of the Assets, and a capital return, upon the sale of the Assets.
The Company will receive income in the form of Lease Rentals. It is anticipated that income distributions will be made to Shareholders quarterly, subject to compliance with applicable laws and regulations. From the first dividend payment in July 2015, the Company will target a distribution to investors of 2.0625 pence per Share per quarter (amounting to a yearly distribution of 8.25 per cent. as pro rated from the date of Admission to 31 December 2015, based on the Issue Price of 100 pence per Share) at least until such time as any aircraft other than the Initial Assets are acquired.
There can, however, 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.
Return of capital
Following the sale of an Asset the Directors may, as they deem appropriate at their absolute discretion, either (i) return to Shareholders the net capital proceeds of such sale, or (ii) re-invest the proceeds in accordance with the Company’s investment policy.
For illustrative purposes only, based on information available as at the date of the Prospectus, at the end of a Lease, if the proceeds of sale of an Initial Asset were approximately US$144 million (being the average Base Value (as such term is defined in the appraiser’s handbook issued by ISTAT) of the Asset as forecast by three independent aircraft value appraisal firms as at the end of the term of each relevant Lease), and assuming US Dollar / Sterling exchange rates are the same as at the date of the Prospectus, that no further equity has been raised by the Company and that the Company has not incurred any material unexpected costs, Shareholders would receive a capital return of 134 pence per Share. There is, however, no guarantee that an Asset will be sold at such sale price or that such capital return would be generated.
Target net annualised return in relation to the Initial Assets
In relation to the Initial Assets, the Company will target a net annualised return of 11.1 per cent. over 12 years. This target return is based on various projections and assumptions at the time of modelling in relation to the Initial Assets, and there can be no guarantee that returns will be achieved at the level stated or at all. Investors should also note that this target net annualised return may be reduced as a consequence of dilution where additional Share issues occur prior to the return of capital.
The Articles provide that the Company may also acquire further aircraft with the approval of Shareholders by ordinary resolution in relation to each proposed acquisition, save that Shareholder approval shall not be required in relation to the purchase of two further A380s for lease to Emirates provided that in relation to these two further A380s certain conditions are satisfied including, among other things, that the Board considers that the terms of purchase and lease are substantially similar to those of the Initial Assets and that the target returns specified in the Prospectus will be supported by these acquisitions.
Emirates has grown into a successful airline with a modern fleet of aircraft. Its high quality standards notwithstanding, Emirates has become one of the world’s most cost-efficient airlines. Emirates was one of the first operators of the Airbus A380 and is the largest operator for this aircraft type.
The Airbus A380 is the world’s largest commercial passenger aircraft. It is the first aircraft with two full length passenger decks. The Initial Assets will consist of four Airbus A380s, which are to be purchased by the Company following Admission and which have been or will be leased to Emirates for a period of 12 years.