FOR IMMEDIATE RELEASE
NOT FOR RELEASE IN THE UNITED STATES
DORIC NIMROD AIR THREE LIMITED
Announcement re DNA Alpha Limited 15 July 2013
DNA ALPHA LIMITED
ANNOUNCES CLOSING OF $630 MILLION AIRCRAFT FINANCING
St. Peter Port, Guernsey, July 15, 2013- DNA Alpha Limited (“DNA Alpha”), a wholly-owned subsidiary of Doric Nimrod Air Three Limited (“DNA3”), announced that on 12 July 2013 it closed an offering of Class A and Class B enhanced equipment trust certificates (the “Certificates”) with an aggregate face amount of $630 million. DNA Alpha intends to use the proceeds from the offerings to finance the acquisition of four new Airbus A380 aircraft to be leased to Emirates scheduled to be delivered from September 2013 to November 2013.
The Class A certificates, with a face amount of $462 million, will bear interest at an annual rate of 5.250% and will have a final expected distribution date of May 30, 2023. The Class B certificates, with a face amount of $168 million, will bear interest at an annual rate of 6.125% and will have a final expected distribution date of November 30, 2019.
Moody’s Investors Service rated the Class A Certificates A3 and the Class B Certificates Baa3. Goldman, Sachs & Co. acted as Sole Structuring Agent and Lead Bookrunner, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC acted as Joint Bookrunners, and Credit Agricole Securities (USA) Inc. acted as Lead Manager.
Application has been made to the Central Bank of Ireland for the Certificates to be admitted to the official list and to be admitted to trading on the regulated market of the Irish Stock Exchange.
DNA3 is a limited liability company organized under the laws of Guernsey that is listed on the London Stock Exchange (LSE: DNA3) and the Channel Islands Stock Exchange (DORICTHR). DNA3 is engaged in the business of acquiring, leasing and selling aircraft.
This PRESS release is not for PUBLICATION, DISTRIBUTION OR RELEASE IN THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
This press release IS NOT an offer to sell or the solicitation of an offer to buy the Certificates, nor shall there be any sales of the Certificates in the united states or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
The Certificates were not and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES and were offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and to certain persons outside the United States in reliance on Regulation S under the Securities Act. DNA ALPHA does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. There are no registration rights associated with the Certificates.
The Certificates may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
THIS COMMUNICATION IS AN ADVERTISEMENT AND FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER TO ACQUIRE ANY SECURITIES AND IS NOT INTENDED TO PROVIDE THE BASIS FOR ANY CREDIT OR ANY OTHER THIRD PARTY EVALUATION OF THE CERTIFICATES OR THE TRANSACTION (THE “TRANSACTION”) AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY OF THE CERTIFICATES. ANY INVESTOR WHO ACQUIRES CERTIFICATES MUST RELY SOLELY ON THE FINAL OFFERING CIRCULAR PROVIDED BY DNA ALPHA IN CONNECTION WITH THE TRANSACTION, WHICH CONTAINS DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT AS WELL AS FINANCIAL STATEMENTS, ON THE BASIS OF WHICH ALONE PURCHASES OF OR SUBSCRIPTION FOR THE CERTIFICATES MAY BE MADE.
Following publication, copies of any final offering circular will be made available in an electronic form on the website of the regulated market of the Irish Stock Exchange, at: www.ise.ie.
This communication is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49 (2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.