TIDMAA4
RNS Number : 0607F
Amedeo Air Four Plus Limited
12 May 2017
Amedeo Air Four Plus Limited
12 May 2017
Publication of Circular AND NOTICE OF EXTRAORDINARY GENERAL
MEETING
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.
The Company has today published a shareholder circular (the
"Circular") containing details of proposals for the Company to
acquire, in accordance with its investment policy, four Airbus
A350-900s for leasing to Thai Airlines (the "Proposed
Acquisitions").
A copy of the Circular is available on the Company's website:
http://www.aa4plus.com/.
Shareholder approval by ordinary resolution is required by the
Company's articles of incorporation in order to proceed with the
Proposed Acquisitions described in the Circular. Accordingly, a
notice convening an extraordinary general meeting of the Company
(the "EGM") is included with the Circular.
At the EGM, to be held at 11:00 a.m. on 5 June 2017, Ground
Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey, GY1 2HT,
a resolution will be put to Shareholders to approve the proposals
with respect to the Proposed Investments set out in the
Circular.
background to the proposed acquisitions
Since its successful initial public offering in May 2015, the
Company has acquired seven Airbus A380-800 aircraft and two Boeing
777-300ERs, of which two A380s are leased to Etihad Airways PJSC
("Etihad") and the eight remaining aircraft are leased to Emirates
Airlines ("Emirates"), for a term of 12 years. The Company expects
to acquire an additional Airbus A380-800 aircraft in May 2017,
which will be leased to Etihad (such aircraft together with those
currently owned and referred to above, the "Current Assets").
The Company has had full income generation since its launch and
has paid dividends at its target rate of 2.0625 pence per Share per
quarter each quarter since July 2015 (amounting to an annual income
distribution of 8.25 pence per Share).
The Company's investment objective is to obtain income returns
and a capital return for its Shareholders by acquiring, leasing and
then selling aircraft. The Company's investment policy is to pursue
its investment objective by seeking to use the net proceeds of
placings and/or other equity raisings, together with financing
facilities (or instruments), to acquire widebody, or other,
aircraft which will be leased to one or more major airlines.
Following the purchase of the Current Assets and the leasing of
those aircraft to Emirates and Etihad (as applicable), the
Company's articles of incorporation (the "Articles") provide that
any future acquisitions must be put to Shareholders for their
approval by ordinary resolution.
Since its inception, in accordance with its investment policy,
it has been the intention that the Company should be grown into a
larger vehicle, owning a range of widebody aircraft which are
leased to a number of different airline counterparties. The aim of
this strategy is to diversify the risk profile of the Company's
portfolio of assets. In pursuit of this objective, the Board, in
discussions with its advisors, Nimrod Capital LLP ("Nimrod") and
Amedeo Limited ("Amedeo"), has been considering further
acquisitions to be concluded over the next 12 months. As a result
of those discussions, it is now proposed that the Company acquire
four Airbus A350-900 aircraft (each being a "New Asset") for
leasing to Thai Airways Limited ("Thai Airways") (the acquisition
of such New Assets being the "Proposed Acquisitions"). It is
proposed that the first three New Assets would be acquired in June,
September and October 2017 and that the remaining New Asset be
acquired in January 2018. Further acquisitions of aircraft for
leasing to other major airlines remain under consideration.
The Board, as advised by Amedeo, believes that the Proposed
Acquisitions, together with the Current Assets, will continue to
enable the Company to generate a double-digit annualised
return.
As with the Current Assets, and in line with the Company's
investment policy, the Proposed Acquisitions will be financed
through a combination of equity and debt or other financing
arrangements. Accordingly, it is the Board's intention to conduct a
placing programme in connection with the Proposed Acquisitions (the
"Placing Programme") through which New Shares in the Company will
be issued pursuant to an initial placing (the "Initial Placing") to
fund the equity portion of the acquisition costs of the New Assets.
Following the completion of the Initial Placing, the Company will
enter into financing arrangements with lenders to fund the balance
of the acquisition costs of the relevant New Asset.
Contingent on Shareholder approval being obtained for the
Proposed Acquisitions, the Placing Programme, once commenced, will
remain open for a 12 month period. In the event that further
aircraft are proposed to be acquired by the Company during that 12
month period, and such proposed acquisitions are submitted to and
approved by Shareholders by ordinary resolution, then the Company
may conduct further placings under the Placing Programme to raise
the equity portion of the acquisition costs of such additional
aircraft.
The Board believes that the Proposed Acquisitions are in the
best interests of the Company and its Shareholders as a whole and
recommends that Shareholders vote in favour of the ordinary
resolution to approve the Proposed Acquisitions at the EGM.
Shareholders are therefore urged to complete and return their Form
of Proxy without delay, whether or not they intend to attend the
EGM.
Timetable for the EGM
Record date for participation and voting at the EGM 11:00 a.m.
on 1 June 2017
Latest time and date for the receipt of the Forms of Proxy for
the EGM 11:00 a.m. on 1 June 2017
Extraordinary General Meeting 11:00 a.m. on 5 June 2017
Terms used and not defined in this announcement shall have the
meaning given in the Circular.
For further information please contact:
Richard Bolchover
+ 44 (0) 207 382 4565
Nimrod Capital LLP
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's Main Market (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 as
more fully described in the Circular 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
Programme 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. 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
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May 12, 2017 12:27 ET (16:27 GMT)
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