TIDMAA4
RNS Number : 2661V
Amedeo Air Four Plus Limited
01 November 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 (INCLUDING ANY SUPPLEMENT THERETO) 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 (THE "PROSPECTUS").
Unless the context requires otherwise, defined terms used in
this announcement shall have the same meaning as ascribed to them
in the Prospectus published on 13 June 2017 (as supplemented from
time to time) in relation to the Company's Placing Programme.
AMEDEO AIR FOUR PLUS LIMITED
(the "Company")
Announcement of Second Placing under the Company's Placing
Programme
1 November 2017
Further to the Company's announcement dated 13 June 2017
regarding the launch of its Placing Programme and the Initial
Placing to acquire three Airbus A350-900s, the Company is now
pleased to announce the launch of the Second Placing to acquire the
fourth Airbus A350-900 (the "New Asset").
Pursuant to the Second Placing, the Company intends to issue New
Shares and to use the Net Placing Proceeds alongside debt financing
to acquire the New Asset with the intention 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 the
New Asset no later than 31 January 2018.
The acquisition of the New Asset was approved by Shareholders by
ordinary resolution on 5 June 2017, in accordance with the
Company's Articles.
The Current Portfolio
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; two Boeing 777-300ER, both of
which have been leased to Emirates Airlines; and three Airbus
A350-900, all of which have been leased to Thai Airways (together,
the "Current Assets"). All the Current Assets are on fully
repairing and insuring leases for fixed 12 year terms.
Following the intended acquisition of the New Asset pursuant to
the Second Placing, the Company will own fourteen aircraft leased
to three major airlines. The Board believes that an increase in the
size of the Company should improve liquidity and enhance the
marketability of the Company, resulting in a broader investor base
which should enable the Company to grow further, thereby spreading
fixed costs over a larger capital base.
The Second Placing
The Company expects the New Shares to be admitted to trading on
the Specialist Fund Segment of the London Stock Exchange's main
market for listed securities around the end of November 2017 and,
once issued, the New Shares will rank pari passu with existing
Shares, including as to dividends. The Company intends to raise Net
Placing Proceeds of approximately GBP43,000,000 through the issue
of New Shares pursuant to the Second Placing at an expected Issue
Price of 104 pence per New Share. Any updates to the expected Issue
Price will be included in the supplementary prospectus relating to
the Second Placing, which will be published by the Company in due
course (the "Supplementary Prospectus").
The acquisition of the New Asset will not proceed if the Placing
Amount, which will be disclosed in the Supplementary Prospectus, is
not raised pursuant to the Second Placing. Whilst it is expected
that the acquisition, financing and leasing terms for the New Asset
will be substantially the same as those for the three Airbus
A350-900s purchased pursuant to the Initial Placing, the final
purchase price of the New Asset will depend on the USD 3M LIBOR
rate two business days prior to the completion date of the
acquisition. The New Asset purchase price is also uncapped, unlike
the three aircraft acquired following the Initial Placing, and the
purchase price is likely to be higher than the cost of acquiring
those three aircraft. In the absence of an unexpected increase in
USD 3M LIBOR, Amedeo has advised the Company that the amount of
equity and debt financing contemplated will be sufficient to fund
the acquisition of the New Asset.
The Company, as advised by Amedeo Limited, considers that the
New Asset represents an investment opportunity that is consistent
with the Company's stated investment objective and policy.
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.
Publication of the Supplementary Prospectus and availability of
documents
The Company intends that the Supplementary Prospectus will be
published in late November 2017, following which copies will be
available for inspection at the registered office of the Company
and the offices of Nimrod Capital LLP, 3 St Helen's Place, London
EC3A 6AB during normal business hours on any weekday (public
holidays excepted) until 12 June 2018, and will also be available
on the Company's website at
http://aa4plus.com/investors-regulatory-news/ and on
www.morningstar.co.uk/uk/nsm. Copies of the Prospectus have been
available for inspection at the above locations since 13 June
2017.
Amedeo Capital Share Sale
Alongside the Second Placing, Amedeo Capital Limited ("Amedeo
Capital"), the parent company of Amedeo Limited, has informed the
Company that it intends to sell 14,074,995 of its Shares (the
"Amedeo Share Sale"). Amedeo Capital currently owns 15,074,995
Shares, which were funded by its major shareholder, Pine Brook
Capital Partners II L.P. ("Pine Brook"). As part of the management
buyout of Pine Brook by Amedeo management, Amedeo Capital will
dispose of these Shares and Amedeo management will increase their
indirect investment to 1,000,000 Shares retained by Amedeo
Capital.
The Amedeo Share Sale will not form part of the Second Placing.
However, Nimrod Capital LLP will seek buyers for 14,074,995 Shares
in the secondary market simultaneous with the Second Placing at
approximately the same price of 104 pence per Share.
For further information please contact:
Nimrod Capital LLP + 44 (0) 207 382 4565
Richard Bolchover
Marc Gordon
Important Information
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 the Company (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
STRUGGUUGUPMGPG
(END) Dow Jones Newswires
November 01, 2017 08:01 ET (12:01 GMT)
Amedeo Air Four Plus (LSE:AA4)
Historical Stock Chart
From Apr 2024 to May 2024
Amedeo Air Four Plus (LSE:AA4)
Historical Stock Chart
From May 2023 to May 2024