TIDMAA4
RNS Number : 9190A
Amedeo Air Four Plus Limited
29 March 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.
AMEDEO AIR FOUR PLUS LIMITED
ANNOUNCEMENT OF PROPOSED NEW ACQUISITIONS
29 March, 2017
Since Amedeo Air Four Plus Limited's (the "Company") initial
public offering in May 2015, the Company has acquired seven Airbus
A380-800 and two Boeing 777-300ER aircraft, each of which has been
leased to either Emirates or Etihad Airways PJSC for a term of 12
years from the date of acquisition; and one Airbus A380-800
aircraft (anticipated to be delivered in May 2017) leased to Etihad
Airways PJSC for a term of 12 years from the date of acquisition
(together, the "Current Assets").
As at the date of this announcement, there are currently
467,250,000 shares in issue and the Company's market capital is
GBP481 million. Since launch, the Company has had full income
generation and has paid dividends at its target rate of 2.0625
pence per share per quarter since July 2015, amounting to a total
return of 14.4375 pence per share in dividend payments to date.
PROPOSED NEW ACQUISITIONS
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 as well as to maintain its target net
annualised returns. To further this objective, the Company is now
proposing to acquire four Airbus A350-XWB aircraft (the "New
Assets") for leasing to Thai Airways (the "Proposed New
Acquisitions").
In accordance with its articles of incorporation, the Company
intends to seek shareholder approval by ordinary resolution to
proceed with the Proposed New Acquisitions. A shareholder circular
containing details of the Proposed New Acquisitions and a notice
convening an extraordinary general meeting of the Company ("EGM")
will be published in due course and it is expected that the EGM
will be held in mid-May 2017.
The Board believes the Proposed New Acquisitions are in the best
interests of the Company and its Shareholders as they will
diversify the Company's risk profile and will increase the size of
the Company, potentially further improving the market liquidity of
its shares. The rental income from the New Assets will be paid to
the Company in US dollars. The Proposed New Acquisitions are
intended to allow the Company to continue to maintain its target
dividend yield of 8.25 pence per share per annum through the rental
income from the Current Assets and New Assets.
It is anticipated that the Proposed New Acquisitions will be
structured similarly to the Company's previous acquisitions of the
Current Assets. Three of the New Assets will be acquired in the
Summer of 2017 and the last New Asset will be acquired in January
2018.
PROPOSED PLACING PROGRAMME
Contingent on shareholder approval being obtained for the
Proposed New Acquisitions at the EGM, the Board intends to publish
a prospectus to propose a new placing programme (the "Proposed
Placing Programme") in respect of new redeemable ordinary Shares of
no par value in the capital of the Company (the "New Shares") to
raise approximately GBP185 million to fund the Proposed New
Acquisitions. While there are no provisions of Guernsey law which
confer rights of pre-emption in respect of the issue of additional
shares, the Board intends to seek to offer existing shareholders
the opportunity to participate in the Proposed Placing Programme on
a broadly pre-emptive basis.
It is anticipated that the Proposed Placing Programme will
consist of two tranches, the first tranche is expected to raise
approximately GBP135 million and the second tranche is expected to
raise approximately GBP45 million. If the Proposed New Acquisitions
are approved by shareholders and the Proposed Placing Programme is
launched, the Company expects the New Shares issued pursuant to the
first tranche to be admitted to trading on the Specialist Fund
Segment of the London Stock Exchange's Main Market for Listed
Securities in June 2017 and the second tranche to be admitted to
trading in late 2017.
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 (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 for Listed Securities.
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 Initial
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.
STRUKAORBRAOUAR
(END) Dow Jones Newswires
March 29, 2017 09:12 ET (13:12 GMT)
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