TIDMAA4
RNS Number : 6318I
Amedeo Air Four Plus Limited
20 June 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.
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 PUBLISHED BY THE COMPANY 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.
Defined terms used in this announcement shall have the same
meaning as ascribed to them in the Company's Prospectus dated 13
June 2017.
AMEDEO AIR FOUR PLUS LIMITED
Announcement of results of Initial Placing under the Company
Placing Programme
20 June 2017
Further to its announcement released by the Company on 13 June
2017 regarding the launch of the Placing Programme, the Company is
pleased to announce the successful completion of the Initial
Placing under the Placing Programme.
Pursuant to the Initial Placing, which was significantly
oversubscribed, 134,650,000 New Shares in the Company are being
allotted and issued at an issue price of 104 pence per New Share.
The New Shares are expected to be admitted to trading on the
Specialist Fund Segment of the London Stock Exchange's Main Market
at 8.00 a.m. on 21 June 2017 and dealings in the New Shares are
expected to commence at 8.00 a.m. on 23 June 2017.
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.
Use of proceeds
Following the successful Initial Placing, the Company will issue
134,650,000 New Shares and use the Net Placing Proceeds alongside
debt financing to acquire three Airbus A350-900s, with the
intention being that that the same will be leased to Thai Airways
on a fully repairing and insuring basis for a fixed 12 year term.
The Company expects to take delivery of these aircraft in June
2017, August 2017 and September 2017.
Pursuant to a capital raise to be undertaken at a later date,
the Company intends to acquire a fourth Airbus A350-900 and, if
acquired, delivery of the same is expected to take place in January
2018. The intention is for this aircraft to also be leased to Thai
Airways on the same terms, and to be financed through a subsequent
placing under the placing programme (alongside debt financing).
The acquisition of the four new aircraft was approved by
Shareholders by ordinary resolution on 5 June 2017, in accordance
with the Company's Articles.
The Current Portfolio of Aircraft
The Company currently owns eight Airbus A380-800 aircraft, six
of which have been leased to Emirates Airlines and two of which
have been leased to Etihad Airways. The Company also currently owns
two Boeing 777-300ER, both of which have been leased to Emirates
Airlines. All existing aircraft are on fully repairing and insuring
leases for 12 year terms.
Following the intended acquisitions of the four new aircraft
under the Placing Programme, the Company will own fourteen aircraft
leased to three major airlines. The Board believes that the Company
will benefit from this diversification as well as from the
potential increase in liquidity of the Shares as a result of the
larger issued share capital of the Company.
Income Distributions
The Company receives income in the form of Lease Rentals. It is
anticipated that income distributions will be made to Shareholders
quarterly, subject to compliance with applicable laws and
regulations. 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.
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 Placing Programme
The Placing Programme opened on 13 June 2017 and will close on
12 June 2018. The Company intends to issue up to a maximum of
500,000,000 sterling denominated New Shares pursuant to the Placing
Programme.
Each Subsequent Placing (other than the Second Placing) is
contingent on Shareholder approval by ordinary resolution of a
proposed acquisition of further aircraft in accordance with the
Articles and thereafter subject to the further approval of the
Board of Directors. If a Subsequent Placing under the Placing
Programme is approved by the Board of Directors, a supplementary
prospectus will be issued by the Company setting out the timetable
for and further details of the proposed acquisition and the
Subsequent Placing, including the number of New Shares to be
issued, the price at which such shares will be issued and the
expected date of Admission.
For further information please contact:
Nimrod Capital LLP + 44 (0) 207 382 4565
Richard Bolchover
Marc Gordon
Important Information
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
ROIBXGDLXUDBGRG
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June 20, 2017 10:01 ET (14:01 GMT)
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