Amedeo Air Four Plus Limited
Publication of Circular AND NOTICE OF EXTRAORDINARY GENERAL MEETING
The Company has today published a shareholder circular (the “Circular”) containing details of proposals for the Company to acquire, in accordance with its investment policy, two Boeing 777-300ERs for leasing to Emirates Airlines (the “Proposed Acquisitions”).
A copy of the Circular is available on the Company’s website: http://www.aa4plus.com/.
Shareholder approval by ordinary resolution is required by the Company’s articles of incorporation in order to proceed with the Proposed Acquisitions described in the Circular. Accordingly, a notice convening an extraordinary general meeting of the Company (the “EGM”) is included with the Circular.
At the EGM, to be held at 11:00 a.m. on 27 June 2016 Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey, GY1 2HT, a resolution will be put to Shareholders to approve the proposals with respect to the Proposed Investments set out in the Circular.
background to the proposed acquisitions
Since its successful initial public offering in May 2015, the Company has acquired six Airbus A380-800 aircraft (the “Current Assets”), each of which has been leased to Emirates Airlines (“Emirates”) for a term of 12 years.
The Company has had full income generation since its launch and has paid dividends at its target rate of 2.0625 pence per Share per quarter each quarter since July 2015 (amounting to an annual income distribution of 8.25 pence per Share). The Company is also currently targeting a capital return of 143 pence per Share.
The Company’s investment objective is to obtain income returns and a capital return for its Shareholders by acquiring, leasing and then selling aircraft. The Company’s investment policy is to pursue its investment objective by seeking to use the net proceeds of placings and/or other equity raisings, together with financing facilities (or instruments), to acquire widebody, or other, aircraft which will be leased to one or more major airlines. Following the purchase of the Current Assets and the leasing of those aircraft to Emirates, the Company’s articles of incorporation (the “Articles”) provide that any future acquisitions must be put to Shareholders for their approval by ordinary resolution.
Since its inception, in accordance with its investment policy, it has been the intention that the Company should be grown into a larger vehicle, owning a range of widebody aircraft which are leased to a number of different airline counterparties. The aim of this strategy is to diversify the risk profile of the Company’s portfolio of assets as well as to potentially increase its target net annualised returns. In pursuit of this objective, the Board, in discussions with its advisors, Nimrod and Amedeo Limited (“Amedeo”), has been considering further acquisitions to be concluded over the next 12 months. As a result of these discussions, it is now proposed that the Company acquire two Boeing 777-300ERs (the “New Assets”) for leasing to Emirates (the acquisition of such New Assets being the “Proposed Acquisitions”). It is proposed that the first such New Asset be acquired in July 2016 and the second such New Asset be acquired in September 2016. Further acquisitions of aircraft for leasing to Emirates and other major airlines remain under consideration.
The Board, as advised by Amedeo, believes that the Proposed Acquisitions will enable the Company to maintain its target dividend rate, whilst increasing the Company’s target capital return to investors to 151 pence per Share.
As with the Current Assets, and in line with the Company’s investment policy, the Proposed Acquisitions will be financed through a combination of equity and debt or other financing arrangements. Accordingly, it is the Board’s intention to conduct a placing programme in connection with the Proposed Acquisitions (the “Placing Programme”) through which New Shares in the Company will be issued pursuant to an initial placing (the “Initial Placing”) to fund the equity portion of the acquisition costs of the New Assets. Following the completion of the Initial Placing, the Company will enter into financing arrangements with lenders to fund the balance of the acquisition costs of the relevant New Asset.
Contingent on Shareholder approval being obtained for the Proposed Acquisitions, the Placing Programme, once commenced, will remain open for a 12 month period. In the event that further aircraft are proposed to be acquired by the Company during that 12 month period, and such proposed acquisitions are submitted to and approved by Shareholders by ordinary resolution, then the Company may conduct further placings under the Placing Programme to raise the equity portion of the acquisition costs of such additional aircraft.
The Board believes that the Proposed Acquisitions are in the best interests of the Company and its Shareholders as a whole and recommends that Shareholders vote in favour of the ordinary resolution to approve the Proposed Acquisitions at the EGM. Shareholders are therefore urged to complete and return their Form of Proxy without delay, whether or not they intend to attend the EGM.
Timetable for the EGM
Record date for participation and voting at the EGM 11:00 am on 23 June 2016
Latest time and date for the receipt of the Forms of Proxy for the EGM 11:00 am on 23 June 2016
Extraordinary General Meeting 11:00 am on 27 June 2016
Terms used and not defined in this announcement shall have the meaning given in the Circular