Announcement of the Results of the Second Placing

RNS Number : 7426R

Amedeo Air Four Plus Limited

10 March 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 Second Placing

under the Company's Placing Programme

10 March 2016

Amedeo Air Four Plus Limited (the "Company"), a Guernsey-domiciled company, is pleased to announce the successful completion, pursuant to the Placing Programme, of the Second Placing. Admission of 53,000,000 New Shares of the Company at an issue price of 101p per New Share to trading on the Specialist Fund Market ("SFM") of the London Stock Exchange plc ("Admission") is expected at 8.00 a.m. on 11 March 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 Assets

Since the completion of its initial public offering on 13 May 2015 (the "IPO"), the Company has acquired five Airbus A380 aircraft (the "Assets"), the last of which was delivered in February 2016. 

The Assets are all leased to Emirates Airlines for a term of 12 years, with fixed lease rentals (the "Leases"). Under the terms of the Leases, Emirates Airlines will bear the cost of repair and maintenance of the Assets and will be required at its own cost to insure each Asset against both damage and third party liability.  At the end of the Leases, Emirates Airlines will be required to redeliver the Assets in full-life physical condition or alternatively by a combination of redelivery in a specified minimum physical condition, as set out in each Lease, plus cash compensation (payable by Emirates Airlines) which together with the aircraft sales proceeds amounts to the appraised (forecast) asset value in full-life condition.

The Sixth Asset

Following admission of the 53,000,000 New Shares pursuant to the Second Placing, the Company intends to acquire a sixth Airbus A380 aircraft (the "Sixth Asset"), also to be leased to Emirates Airlines for a term of 12 years; on the same terms as above, with delivery expected in April 2016.

Income Distributions

The Company receives, or will receive, income in the form of lease rentals from the assets.  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 targets a distribution to investors of 8.25 pence per Share per annum or 2.0625 pence per Share per quarter (at least until such time as any aircraft other than the Assets and the Sixth Asset are acquired), with the next distribution expected to be in April 2016.

Future acquisitions

After the acquisition of the Sixth Asset, 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. 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 3 December 2015.

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 3 December 2015.

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 Sixth 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 Assets or the Sixth 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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