• by  • December 3, 2015 • Amedeo

    AMEDEO AIR FOUR PLUS LIMITED

    Announcement of publication of prospectus

    Amedeo Air Four Plus Limited (the “Company”) has published on 3 December 2015 a prospectus (the “Prospectus”) in connection with its proposed admission of up to 100,000,000 new redeemable ordinary Shares of no par value in the capital of the Company (the “New Shares”) pursuant to a placing programme (the “Placing Programme”).

    The Placing Programme

    The Placing Programme will open on 3 December 2015 and will close on 2 December 2016 and will consist of two placings (the “First Placing” and the “Second Placing”).

    Up to 100,000,000 New Shares are being marketed and are available under the Placing Programme.

    New Shares will be denominated in Sterling.

    Up to 50,000,000 New Shares are being marketed and are available under the First Placing. New Shares will be issued under the First Placing at a price of 100 pence per New Share.

    The Second Placing is subject to the further approval of the Board of Directors. If the Second Placing is approved by the Board of Directors, the number of New Shares to be issued and the price at which they will be issued will be set out in an announcement to be released through a regulatory information service.

    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.

    The Initial Assets

    Since the completion of its initial public offering on 13 May 2015 (the “IPO”), the Company has acquired four Airbus A380 aircraft (the “Initial Assets”) which have been leased to Emirates Airlines.

    The New Assets

    Following admission of the New Shares pursuant to the First Placing, the Company will acquire a fifth Airbus A380 aircraft and following admission of the New Shares pursuant to the Second Placing, the Company will acquire a sixth Airbus A380 aircraft (such aircraft being the “New Assets”).

    The New Assets will be leased to Emirates Airlines, for a term of 12 years, with fixed lease rentals.

    Income Distributions

    The Company receives, or will receive, income in the form of lease rentals for each Initial 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 per cent. as pro-rated from the date of completion of the Company’s IPO on 13 May 2015 to 31 December 2015, based on the IPO issue price of 100 pence per Share) at least until such time as any aircraft other than the Initial Assets and the New Assets are acquired. The first such distribution, at the target amount of 2.0625 pence per Share, was declared on 2 July 2015 and paid on 24 July 2015. The second such distribution, also at the target amount of 2.0625 pence per Share, was declared on 2 October 2015 and paid on 23 October 2015. The third such distribution is expected to be declared in early January 2016 and paid on or around 29 January 2016.

    Future acquisitions

    After the acquisition of the New Assets, the Company’s articles of incorporation provide that the Company may only acquire further aircraft with the approval of Shareholders by ordinary resolution in relation to each proposed acquisition. In such circumstances, it is the current intention of the Directors to offer Shareholders the opportunity to participate in the equity financing of such further acquisitions on a broadly pre-emptive basis, although other approaches to the equity financing may also be considered and pursued if the Directors consider it appropriate to do so.

    Expected Timetable for the Placing Programme and the First 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

    3 December 2015

    Latest time and date for commitments under the First Placing

    3.00 p.m. on 10 December 2015

    Result of First Placing announced

     11 December 2015

    Dealings in New Shares commence on SFM

    8.00 a.m. on 15 December 2015

    Crediting of CREST stock accounts in respect of the New Shares

     15 December 2015

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

    2 December 2016

     

    Publication of the Prospectus

    Copies of the 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 3 December 2016, and will also be available at http://www.rns-pdf.londonstockexchange.com/rns/9711H_-2015-12-3.pdf and on the Company’s website at http://aa4plus.com/investors-regulatory-news/.

     

    Defined terms used in this announcement shall have the same meaning as ascribed to them in the Company’s Prospectus dated 3 December 2015.

    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 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 Market of the London Stock Exchange plc (the “Prospectus”). Copies of the Prospectus will, following publication, be 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 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 Initial 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.