Announcement of Proposed New Acquisitions

RNS Number : 9190A

Amedeo Air Four Plus Limited

29 March 2017

 

-NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR, WITHIN THE EEA, OUTSIDE THE UNITED KINGDOM. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS UNLAWFUL.

AMEDEO AIR FOUR PLUS LIMITED

ANNOUNCEMENT OF PROPOSED NEW ACQUISITIONS

                                                              29 March, 2017

Since Amedeo Air Four Plus Limited's (the "Company") initial public offering in May 2015, the Company has acquired seven Airbus A380-800 and two Boeing 777-300ER aircraft, each of which has been leased to either Emirates or Etihad Airways PJSC for a term of 12 years from the date of acquisition; and one Airbus A380-800 aircraft (anticipated to be delivered in May 2017) leased to Etihad Airways PJSC for a term of 12 years from the date of acquisition (together, the "Current Assets").

As at the date of this announcement, there are currently 467,250,000 shares in issue and the Company's market capital is £481 million. Since launch, the Company has had full income generation and has paid dividends at its target rate of 2.0625 pence per share per quarter since July 2015, amounting to a total return of 14.4375 pence per share in dividend payments to date.

PROPOSED NEW ACQUISITIONS

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 maintain its target net annualised returns. To further this objective, the Company is now proposing to acquire four Airbus A350-XWB aircraft (the "New Assets") for leasing to Thai Airways (the "Proposed New Acquisitions").

In accordance with its articles of incorporation, the Company intends to seek shareholder approval by ordinary resolution to proceed with the Proposed New Acquisitions. A shareholder circular containing details of the Proposed New Acquisitions and a notice convening an extraordinary general meeting of the Company ("EGM") will be published in due course and it is expected that the EGM will be held in mid-May 2017.

The Board believes the Proposed New Acquisitions are in the best interests of the Company and its Shareholders as they will diversify the Company's risk profile and will increase the size of the Company, potentially further improving the market liquidity of its shares. The rental income from the New Assets will be paid to the Company in US dollars. The Proposed New Acquisitions are intended to allow the Company to continue to maintain its target dividend yield of 8.25 pence per share per annum through the rental income from the Current Assets and New Assets.

It is anticipated that the Proposed New Acquisitions will be structured similarly to the Company's previous acquisitions of the Current Assets. Three of the New Assets will be acquired in the Summer of 2017 and the last New Asset will be acquired in January 2018.

PROPOSED PLACING PROGRAMME

Contingent on shareholder approval being obtained for the Proposed New Acquisitions at the EGM, the Board intends to publish a prospectus to propose a new placing programme (the "Proposed Placing Programme") in respect of new redeemable ordinary Shares of no par value in the capital of the Company (the "New Shares") to raise approximately £185 million to fund the Proposed New Acquisitions. While there are no provisions of Guernsey law which confer rights of pre-emption in respect of the issue of additional shares, the Board intends to seek to offer existing shareholders the opportunity to participate in the Proposed Placing Programme on a broadly pre-emptive basis.

It is anticipated that the Proposed Placing Programme will consist of two tranches, the first tranche is expected to raise approximately £135 million and the second tranche is expected to raise approximately £45 million. If the Proposed New Acquisitions are approved by shareholders and the Proposed Placing Programme is launched, the Company expects the New Shares issued pursuant to the first tranche to be admitted to trading on the Specialist Fund Segment of the London Stock Exchange's Main Market for Listed Securities in June 2017 and the second tranche to be admitted to trading in late 2017.

For further information please contact:

Nimrod Capital LLP                                                                 + 44 (0) 207 382 4565

Richard Bolchover

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 (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 Segment of the London Stock Exchange's Main Market for Listed Securities. 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.

 

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