Announcement of the Results of the Initial Placing

RNS Number : 4570D

Amedeo Air Four Plus Limited

06 July 2016

 

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 the results of the Initial Placing under the Company's Placing Programme

6 July 2016

Further to its announcement on 29 June 2016 of the opening of a new placing programme (the "Placing Programme"), Amedeo Air Four Plus Limited (the "Company") is pleased to announce the successful completion of the initial placing under the Placing Programme (the "Initial Placing"). Pursuant to the Initial Placing, which was significantly oversubscribed, 40,250,000 New Shares in the Company are being allotted and issued at an issue price of 102 pence per New Share. The New Shares are expected to be admitted to trading on the Specialist Fund Segment ("SFS") of the London Stock Exchange's Main Market at 8.00 a.m. on 7 July 2016 and dealings in the New Shares are expected to commence at 8.00 a.m. on 11 July 2016.

Nimrod Capital LLP acted as Placing Agent to the Company.

The ISIN number for the New Shares is GG00BWC53H48 and the SEDOL number for the New Shares is BWC53H4.

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

The Current Assets

The Company has acquired six Airbus A380-800 aircraft (the "Current Assets"), each of which has been leased to Emirates Airlines for a term of 12 years with fixed lease rentals. The initial four aircraft were acquired following the completion of the Company's initial public offering on 13 May 2015 and two further aircraft were acquired by the Company following the successful completion of a placing programme on 10 March 2016.

The New Assets

Following the completion of the Initial Placing, the Company intends to acquire two Boeing 777-300ER aircraft (such aircraft being the "New Assets").

The New Assets will also be leased to Emirates Airlines, for a term of 12 years, with fixed lease rentals.

Income Distributions

The Company receives, or will receive, income in the form of lease rentals for each Current Asset and each New Asset. 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. The Company is targeting a distribution to investors of 2.0625 pence per Share per quarter (amounting to a yearly distribution of 8.25 pence per Share) at least until such time as any aircraft other than the Current Assets and the New Assets are acquired. As at the date of this announcement, the Company has been meeting its target distribution and 8.25 pence per Share has been distributed to Shareholders in four quarterly payments. The next quarterly distribution is expected to be made in July 2016.

Future acquisitions

After the acquisition of the New Assets, 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.

If the Directors propose that the Company acquires further aircraft and Shareholder consent to such proposed acquisitions is obtained, then Subsequent Placings may be conducted under the Placing Programme to raise the equity capital portion of the acquisition costs of those further aircraft. 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.

Defined terms used in this announcement shall have the same meaning as ascribed to them in the Company's Prospectus dated 28 June 2016.

For further information, please contact:

For administrative and company information:

JTC (Guernsey) Limited

[phone]

For shareholder information:

Nimrod Capital LLP

Richard Bolchover

Marc Gordon

[phone]

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 dated 28 June 2016.

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 Current 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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