THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS UNLAWFUL.
DORIC NIMROD AIR THREE LIMITED
Announcement of publication of prospectus 20 June 2013
Doric Nimrod Air Three Limited (the “Company”) has published on 20 June 2013 a prospectus (the “Prospectus”) in connection with its proposed Admission of 220,000,000 Shares at an issue price of 100p per Share.
The Company will seek to use the net proceeds of placings and other equity capital raisings, together with debt facilities (or instruments), to initially acquire four Airbus A380 aircraft which will be leased to Emirates.
Once the four planes have been acquired and leased, 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. based on the initial placing price of 100 pence per share.)
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 FCA, the London Stock Exchange and the Channel Island Stock Exchange (the “CISX”). References to a time of day are to London time.
|Latest time and date for commitments under the Placing
|5.00 p.m. on 26 June 2013
|Result of Placing announced
|Dealings in Shares commence on SFM
|8.00 a.m. on 2 July 2013
|Admission to listing on the Official List of the CISX
|6.00 p.m. on 2 July 2013
|Dealings in Shares commence on the CISX
|6.00 p.m. on 2 July 2013
|Crediting of CREST stock accounts in respect of the Shares
|Share certificates dispatched
|Week beginning 8 July 2013
Publication of the Prospectus
Copies of the Prospectus dated 20 June 2013 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 the date of Admission.
Defined terms used in this announcement shall have the same meaning as ascribed to them in the Company’s Prospectus dated 20 June 2013.
For further information please contact:
Nimrod Capital LLP + 44 (0) 20 3355 685
This announcement is an advertisement and is not a prospectus. Accordingly, investors should not subscribe for securities except on the basis of information in the Prospectus itself.
Neither this document nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire securities pursuant to the Placing will be made, and any investor should make his investment, solely on the basis of information that is contained in the Prospectus. Once published, copies of the Prospectus may be obtained at no cost from the Company’s registered office.
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 or Japan or any jurisdiction in which the same would be unlawful. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada or Japan or any jurisdiction in which such an offer or solicitation is 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, as amended (the “US Investment Company Act”) and, as such, investors will not be entitled to the benefits of the US Investment Company Act. No purchase, sale or transfer of the Shares may be made except in circumstances in which such purchase, sale or transfer will not result in the Company being required to register as an investment company under the US Investment Company Act. The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States. The Shares may not be offered, sold, pledged, or otherwise transferred or delivered within the United States or to, or for the account or benefit of, any US person (as defined in Regulation S under the US Securities Act, “US Person”). In connection with the Placing, the Shares are being offered and sold only outside the United States to, or for the account or benefit of, investors that are not US Persons in “offshore transactions” within the meaning of, and in reliance upon, the exemption from registration provided by Regulation S under the US Securities Act.
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 Doric Nimrod Air Three 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.