Publication of a Prospectus

RNS Number : 6294C

Amedeo Air Four Plus Limited

29 June 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 publication of a prospectus

29 June 2016

Amedeo Air Four Plus Limited (the "Company") has published a prospectus dated 28 June 2016 (the "Prospectus") in connection with its proposed placing programme (the "Placing Programme") in respect of new redeemable ordinary Shares of no par value in the capital of the Company (the "New Shares")

The Placing Programme

The Placing Programme opened on 28 June 2016 and will close on 27 June 2017. The Placing Programme will be comprised of an initial placing (the "Initial Placing") and, potentially, subsequent placings (any such placing, a "Subsequent Placing").

Up to 300,000,000 New Shares are available under the Placing Programme.

New Shares will be denominated in sterling.

Up to 40,250,000 New Shares are being marketed and are available under the Initial Placing. New Shares will be issued under the Initial Placing at a price of 102 pence per New Share.

Any Subsequent Placing is subject in the first instance, in accordance with the Company's articles of incorporation (the "Articles"), to the approval of the acquisition of further aircraft by the Company's Shareholders by ordinary resolution. If such approval is obtained, a supplementary prospectus will be issued by the Company setting out details of the relevant Subsequent Placing (including the number of New Shares to be issued, the price at which they will be issued and the expected timetable of that Subsequent Placing), details of the aircraft to be acquired in connection with that Subsequent Placing, the airline to which such aircraft is/are proposed to be leased, and the terms on which such aircraft will be acquired, financed and leased.

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 New Assets

If the Initial Placing successfully completes, the Company intends to acquire two Boeing 777-300ERs (such assets being the Company's "Seventh Asset" and "Eighth Asset" respectively and, together, the "New Assets"). The Seventh Asset is expected to be purchased by the Company in July 2016 and the Eighth Asset is expected to be purchased by the Company in September 2016.

The acquisition of the New Assets was approved by Shareholders by ordinary resolution on 27 June 2016, in accordance with the Company's Articles.

The Current Assets

The Company currently owns six Airbus A380 aircraft (the "Current Assets"), all of which have been leased to Emirates Airlines.

Income Distributions

The Company receives, or will receive, income in the form of lease rentals for each Initial 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.

Further acquisitions following the close of the Placing Programme

After the closure of the Placing Programme, if any further aircraft are proposed for acquisition by the Company, Shareholder approval for any such acquisition must be obtained by ordinary resolution in accordance with the Articles.

Expected Timetable for the Placing Programme and the Initial Placing

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 Financial Conduct Authority and the London Stock Exchange. References to a time of day are to London time.

Event	Date
Placing Programme opens	28 June 2016
Latest time and date for commitments under the Initial Placing	12.00 noon on 6 July 2016
Result of Initial Placing announced	6 July 2016
Dealings in New Shares commence on SFS	8 a.m. on 7 July 2016
Crediting of CREST stock accounts in respect of the New Shares	11 July 2016
Last date for New Shares to be issued pursuant to the Placing Programme	27 June 2017

Publication of the Prospectus

Copies of the Prospectus 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 27 June 2017, and will also be available on the Company's website at http://aa4plus.com/investors-regulatory-news/.

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:

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 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 plc (the "Prospectus"). 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 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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