• by  • March 1, 2016 • Amedeo

    AMEDEO AIR FOUR PLUS LIMITED

    Announcement of Second Placing under the Company’s Placing Programme

    1 March 2016

    Further to the announcement made by the Company dated 12 February 2016, the Company is pleased to announce details of the issue of New Shares in a second tranche of its Placing Programme (the “Second Placing”), the proceeds of which will be used to acquire a sixth Airbus A380 aircraft (the “Sixth Asset”).

    On 3 December 2015 the Company published a prospectus (the “Prospectus”) in connection with the proposed admission of up to 100,000,000 new redeemable ordinary Shares of no par value in the capital of the Company pursuant to the Placing Programme. Capitalised terms not otherwise defined in this announcement shall have the meanings ascribed to them in the Prospectus.

    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 wide body, or other, aircraft, which will be leased to one or more major airlines.

    The Assets

    The Company was listed on the Specialist Fund Market on 13 May 2015 (the “IPO”). Following the completion of its IPO, the Company acquired four Airbus A380 aircraft (“Existing Assets”), which have been leased to Emirates Airlines.

    Since the admission of New Shares issued pursuant to the First Placing, the Company has acquired a fifth Airbus A380 aircraft, as described in the announcement made by the Company dated 19 February 2016 (the “Fifth Asset”). Following admission of the New Shares pursuant to the Second Placing, the Company intends to acquire the Sixth Asset, with delivery expected in April 2016 (together with the Fifth Asset and the Existing Assets, the “Assets”).

    The Assets are, or will be, leased to Emirates Airlines for a term of 12 years, with fixed lease rentals (the “Leases”). Under the terms of the Leases, Emirates Airlines will bear the cost of repair and maintenance of the Assets and will be required at its own cost to insure each Asset against both damage and third party liability. At the end of the Leases, Emirates Airlines will be required to redeliver the Assets in full-life physical condition or alternatively by a combination of redelivery in a specified minimum physical condition, as set out in each Lease, plus cash compensation (payable by Emirates Airlines) which together with the aircraft sales proceeds amounts to the appraised (forecast) asset value in full-life condition.

    Income Distributions

    The Company receives, or will receive, income in the form of lease rentals for each Asset.

    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., pro rated from the date of completion of the Company’s IPO 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 Assets are acquired. Following the completion of its IPO, the Company has declared three quarterly dividends of 2.0625 pence per Share in July and October 2015 and in January 2016, amounting to a total distribution of 6.1875 pence per Share to investors since launch. 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, with the next distribution expected to be declared in April 2016.

    Future acquisitions

    After the acquisition of the Sixth Asset, 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.

    The Placing Programme

    The Placing Programme opened on 3 December 2015 and will close on 2 December 2016, and comprises two placings. Under the First Placing, which successfully completed in December 2015, the Company issued 47,000,000 New Shares at an issue price of 100 pence per New Share, which were admitted to trading on the Specialist Fund Market.

    Up to a maximum of 53,000,000 New Shares are being marketed and made available under the Second Placing. New Shares will be issued under the Second Placing at a price of 101 pence per New Share (the “Issue Price”) and will be denominated in Sterling.

    The Second Placing

    On the basis that 53,000,000 New Shares are issued under the Second Placing, the gross proceeds of the Second Placing will be £53,530,000. The expenses of the Company incurred in connection with the Second Placing are not expected to exceed 1.1 per cent. of the Second Placing Proceeds which, assuming Second Placing Proceeds of £53,530,000 are achieved, will amount to £578,000. On that basis, the Net Placing Proceeds of the Second Placing are estimated to be £52,952,000 and the Required Financing to be funded from the Sixth Asset Finance Agreements (or any other form of financing) is expected to be approximately US$205,000,000.

    If fully subscribed, the Second Placing will increase the Company’s net assets by approximately £52,952,000. The Company will not proceed with the Second Placing if the Net Placing Proceeds would be less than £52,952,000, being the Placing Amount for the Second Placing.

    Following completion of the Second Placing, if fully subscribed at the Issue Price, a Shareholder holding 1.00 per cent. of the Company’s issued share capital who does not subscribe for any New Shares pursuant to the Second Placing would hold Shares representing approximately 0.82 per cent. of the Company’s issued share capital.

    Nimrod Capital LLP (which is authorised and regulated by the FCA) has been appointed as the placing agent by the Company in relation to the Placing Programme. In connection with the Second Placing, the Company shall pay Nimrod an additional fee representing approximately 0.80 per cent. of the Second Placing Proceeds, assuming Second Placing Proceeds of £53,530,000 are achieved.

    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

    Latest time and date for commitments under the Second Placing

    3.00 p.m. on 10 March 2016

    Result of Second Placing announced

     11 March 2016

    Unconditional dealings in New Shares issued pursuant to the Second Placing commence on Specialist Fund Market

    8.00 a.m. on 15 March 2016

    Crediting of CREST stock accounts in respect of the New Shares issued pursuant to the Second Placing

     15 March 2016

    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 on the Company’s website at http://aa4plus.com/investors-regulatory-news/.