TIDMAA4
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 12.00 noon on 6 July
commitments under the Initial 2016
Placing
-------------------------------- ---------------------
Result of Initial Placing 6 July 2016
announced
-------------------------------- ---------------------
Dealings in New Shares commence 8 a.m. on 7 July
on SFS 2016
-------------------------------- ---------------------
Crediting of CREST stock 11 July 2016
accounts in respect of the
New Shares
-------------------------------- ---------------------
Last date for New Shares 27 June 2017
to be issued pursuant to
the Placing Programme
-------------------------------- ---------------------
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
PDIMMGZVRLZGVZG
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