• by  • June 13, 2017 • Amedeo

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR, WITHIN THE EEA, OUTSIDE THE UNITED KINGDOM. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS UNLAWFUL.

    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 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 PLC (THE “PROSPECTUS”).

    Defined terms used in this announcement shall have the same meaning as ascribed to them in the Company’s Prospectus dated 13 June 2017.

    AMEDEO AIR FOUR PLUS LIMITED

    Announcement of publication of a prospectus

    13 June 2017

    Amedeo Air Four Plus Limited (the “Company”) has today published a Prospectus dated 13 June 2017 in connection with its proposed placing programme (the “Placing Programme”) in respect of new redeemable ordinary Shares of no par value in the capital of the Company (the “New Shares”). The Company also announces the launch of the initial placing under the Placing Programme (“Initial Placing”) on the terms as set out in the Prospectus and the timetable set out below.

    The Placing to acquire new aircraft

    The Company intends to issue up to 134,650,000 New Shares pursuant to the Placing Programme and to use the Net Placing Proceeds alongside debt financing to acquire three Airbus A350-900s, with the intention being that that the same will be leased to Thai Airways on a fully repairing and insuring basis for a fixed 12 year term. The Company expects to take delivery of these aircraft in June 2017, August 2017 and September 2017.

    The Company also intends to acquire a fourth Airbus A350-900 and, if acquired, delivery of the same is expected to take place in January 2018. The intention is for this aircraft to also be leased to Thai Airways on the same terms, and to be financed through a subsequent placing under the placing programme (alongside debt financing).

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

    The Current Portfolio

    The Company currently owns eight Airbus A380-800 aircraft, six of which have been leased to Emirates Airlines and two of which have been leased to Etihad Airways. The Company also currently owns two Boeing 777-300ER, both of which have been leased to Emirates Airlines. All existing aircraft are on fully repairing and insuring leases for 12 year terms.

    Following the intended acquisitions of the four new aircraft under the Placing Programme, the Company will own fourteen aircraft leased to three major airlines. The Board believes that the Company will benefit from this diversification as well as from the potential increase in liquidity of the Shares as a result of the larger issued share capital of the Company.

    Income Distributions

    The Company receives 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. 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 Assets are acquired.

    Future Assets and further acquisitions following the close of the Placing Programme

    If Future Assets are proposed to be purchased under the Placing Programme or, after the closure of the Placing Programme, if any further aircraft are proposed for acquisition by the Company, Shareholder approval for any such acquisition must be obtained by ordinary resolution in accordance with the Articles. An equity capital raise in connection with the acquisition of such further aircraft may then be conducted by the Company

    As is the case under the Placing Programme, it is the current intention of the Directors to offer Shareholders the opportunity to participate in any such equity capital raise to finance such further acquisitions on a broadly pre-emptive basis, although other approaches to equity financing may also be considered and pursued if the Directors consider it appropriate to do so.

    The Placing Programme

    The Placing Programme opens today and will close on 12 June 2018. The Placing Programme will be comprised of an Initial Placing and, potentially, one or more Subsequent Placings. The Company intends to issue up to a maximum of 500,000,000 sterling denominated New Shares pursuant to the Placing Programme.

    The Company intends to issue up to 134,650,000 New Shares pursuant to the Initial Placing at a price of 104 pence per New Share.

    Each Subsequent Placing (other than the Second Placing) is contingent on Shareholder approval by ordinary resolution of a Proposed Acquisition of further aircraft in accordance with the Articles and thereafter subject to the further approval of the Board of Directors. If a Subsequent Placing under the Placing Programme is approved by the Board of Directors, a supplementary prospectus will be issued by the Company setting out the timetable for and further details of the Proposed Acquisition and the Subsequent Placing, including the number of New Shares to be issued, the price at which such shares will be issued and the expected date of Admission.

    Investment Objective and Policy

    The Company’s investment objective is to obtain income returns and a capital return for its Shareholders by acquiring, leasing and then selling aircraft. To pursue its investment objective, the Company will seek to use the net proceeds of placings and/or other equity capital raisings, together with financing facilities (or instruments), to acquire widebody, or other, aircraft which will be leased to one or more major airlines.

    Expected Timetable for the Placing Programme and the Initial 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

    Placing Programme opens

    13 June 2017

    Latest time and date for commitments under the Initial Placing

    5.00 pm on 19 June 2017

    Result of Initial Placing announced

     20 June 2017

    Dealings in New Shares commence on SFS

    8 a.m. on 23 June 2017

    Crediting of CREST stock accounts in respect of the New Shares

     23 June 2017

    Last date for New Shares to be issued pursuant to the Placing Programme

    12 June 2018

    Publication of the Prospectus

    Copies of the Prospectus are available for inspection at the registered office of the Company, 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://aa4plus.com/investors-regulatory-news/ and on www.morningstar.co.uk/uk/nsm.

    End of previous placing programme

    The Company also announces that the placing programme launched through the publication of the prospectus issued by the Company on 29 June 2016 (as supplemented) has closed as of today’s date, 13 June 2017.

    Important Information

    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 Assets 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 Assets 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.