REG - Amedeo Air Four Plus Lesha Bank LLC - PUBLICATION AND POSTING OF SCHEME DOCUMENT

Amedeo Air Four PlusAnnouncement

01/04/2026 07:00

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RNS Number : 9374Y  Amedeo Air Four Plus Limited  01 April 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

1 April 2026

 

RECOMMENDED CASH ACQUISITION

of

Amedeo Air Four Plus Limited ("AA4+")

by

LAC 10 LLC ("LAC 10")

a newly-incorporated wholly-owned subsidiary of Lesha Bank LLC (Public)
("Lesha Bank")

 

to be implemented by means of a Court-sanctioned scheme of arrangement under
Part VIII of the Companies (Guernsey) Law, 2008 (as amended)

 

PUBLICATION AND POSTING OF SCHEME DOCUMENT

On 6 March 2026, the boards of AA4+ and LAC 10 announced that they had reached
agreement regarding the terms of a recommended cash acquisition the entire
issued share capital of AA4+ by LAC 10 (the "Acquisition"), to be implemented
by means of a court-sanctioned scheme of arrangement under Part VIII of the
Companies Law (the "Scheme").

Publication of the Scheme Document

AA4+ and LAC 10 are pleased to announce the publication of the scheme document
in relation to the Acquisition (the "Scheme Document") which, together with
the associated Forms of Proxy, is today being posted (or, depending on AA4+
Shareholders' communication preferences, a letter or email giving details of
the website where the Scheme Document may be accessed is being posted or sent)
by AA4+ to AA4+ Shareholders and persons with information rights. Capitalised
terms used in this announcement shall, unless otherwise defined, have the same
meanings as set out in the Scheme Document. All references to times in this
announcement are to London, United Kingdom times unless stated otherwise.

The Scheme Document contains, amongst other things, a letter from the Chair of
AA4+, the full terms and conditions of the Scheme, an explanatory statement in
compliance with section 108 and Part VIII of the Companies Law, an expected
timetable of principal events, notices of the Court Meeting and the General
Meeting and details of the actions to be taken by Scheme Shareholders entitled
to vote at the Court Meeting and AA4+ Shareholders entitled to vote at the
General Meeting in relation to the Acquisition.

 

The Scheme Document will (subject to any applicable restrictions relating to
persons resident in Restricted Jurisdictions) be made available for inspection
free of charge, on AA4+'s website at
https://www.aa4plus.gg/offer-for-amedeo-air-four-plus/
(https://www.aa4plus.gg/offer-for-amedeo-air-four-plus/) and on Lesha Bank's
website at
thttps://www.leshabank.com/investor-relations/offer-for-amedeo-air-four-plus-limited/
by no later than 12 noon on the Business Day following the date of this
announcement and will be available up to and including the end of the Offer
Period. The contents of each of AA4+ and Lesha Bank's websites are not
incorporated into, and do not form part of, this announcement.

A copy of the Scheme Document will be submitted to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Action required

 

As further described in the Scheme Document, in order to become Effective, the
Scheme will require, amongst other things: (i) the approval by a majority in
number of Scheme Shareholders who are present and vote (and are entitled to
vote), whether in person or by proxy, at the Court Meeting (or any adjournment
or postponement thereof) and who represent at least 75 per cent. of votes cast
by such Scheme Shareholders; and (ii) the Resolution to approve and implement
the Scheme being duly passed by AA4+ Shareholders representing not less than
75 per cent. of the votes cast at the General Meeting (or any adjournment or
postponement thereof). The Scheme is also subject to the satisfaction or
(where applicable) waiver of the Conditions and further terms that are set out
in the Scheme Document.

 

The Court Meeting and the General Meeting are to be held at the offices of JTC
Fund Solutions (Guernsey) Limited, Ground Floor, Dorey Court, Admiral Park, St
Peter Port, Guernsey, GY1 2HT on 27 April 2026. The Court Meeting is scheduled
to commence at 10.00 a.m. and the General Meeting is scheduled to commence at
10.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been
adjourned or postponed). Notices of the Court Meeting and the General Meeting
are set out in Parts 9 and 10, respectively, of the Scheme Document.

 

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to the Scheme Shareholders and the AA4+ Shareholders
before the relevant Meetings, by an announcement through a Regulatory
Information Service.

It is important, for the Court Meeting in particular, that as many votes as
possible are cast (whether in person or by proxy) in order for the Court to be
satisfied that there is a fair representation of Scheme Shareholders' opinion.
Scheme Shareholders and AA4+ Shareholders are therefore strongly urged to
complete, sign and return their Forms of Proxy or to appoint a proxy
electronically either through Investor Centre, through Proxymity or through
CREST as soon as possible and, in any event, by no later than 10.00 a.m. on 23
April 2026 in respect of the Court Meeting and 10.15 a.m. on 23 April 2026 in
respect of the General Meeting in accordance with the instructions set out in
the Scheme Document and the Forms of Proxy. Instructions in relation to voting
and the completion of the Forms of Proxy are included in the Scheme Document.
Scheme Shareholders and AA4+ Shareholders are also strongly encouraged to
appoint the Chair of the meeting as their proxy.

 

AA4+ Shareholders should read carefully the whole of the Scheme Document
(including any documents incorporated into the Scheme Document by reference),
together with the accompanying Forms of Proxy, before deciding whether or not
to vote, or procure a vote, in favour of the Scheme at the Court Meeting and
the Resolution at the General Meeting. Each of these documents contains
important information relating to the Acquisition. Any vote or decision in
respect of, or other response to, the Acquisition or the Scheme (as
applicable) should only be made on the basis of the information contained in
the Scheme Document.

 

Expected timetable of principal events

An expected timetable of principal events for the Scheme is set out in the
Scheme Document and is also reproduced in the appendix to this announcement.
Subject to the requisite approval of Scheme Shareholders at the Court Meeting
and of AA4+ Shareholders at the General Meeting, the satisfaction or waiver
(if capable of waiver) of the other Conditions set out in the Scheme Document
and the sanction of the Scheme by the Court at the Sanction Hearing, the
Scheme is currently expected to become Effective in Q3 2026.

The dates and times given are indicative only and are based on AA4+'s and LAC
10's current expectations and may be subject to change and will depend on,
among other things, the date on which the Conditions to the Scheme are
satisfied or, if capable of waiver, waived, and the date on which the Court
sanctions the Scheme. If any of the expected dates and/or times set out in the
expected timetable change, the revised times and/or dates will be notified to
AA4+ Shareholders by announcement through a Regulatory Information Service,
with such announcement being made available on AA4+'s website at
https://www.aa4plus.gg/offer-for-amedeo-air-four-plus/
(https://www.aa4plus.gg/offer-for-amedeo-air-four-plus/) .

The AA4+ Shares will be suspended from trading on the Specialist Fund Segment
of the Main Market at 7.30 a.m. on the date of the Sanction Hearing, which is
also expected to be the Effective Date. It is further intended that an
application will be made to the London Stock Exchange to cancel trading in
AA4+ Shares on the Specialist Fund Segment of the Main Market with effect
shortly following the Effective Date. It is intended that the last day for
dealings in, and registration of transfers of, AA4+ Shares (other than the
registration of the transfer of the Scheme Shares to LAC 10 pursuant to the
Scheme) will be the Business Day immediately prior to the Court Hearing to
sanction the Scheme, and no transfers will be registered after 6.00 p.m. on
that date.

Dividends

If, on or prior to the Effective Date, any dividend, distribution or other
return of value is announced, declared, made, or paid or becomes payable
(including by way of redemption) in respect of the AA4+ Shares, LAC 10
reserves the right to reduce the Cash Consideration payable under the terms of
the Acquisition by an amount up to the amount of any such dividend, other
distribution or return of value, in which case any reference in this document
to the Cash Consideration will be deemed to be a reference to the Cash
Consideration so reduced. If (but only to the extent) LAC 10 exercises this
right or makes such a reduction in respect of a dividend, other distribution
or return of value, AA4+ Shareholders shall be entitled to receive and retain
any such dividend, distribution, or other return of value declared, made, paid
or redeemed. In light of the value to be received by AA4+ Shareholders under
the terms of the Acquisition, the AA4+ Directors have determined that no
dividend, distribution or other return of value shall be announced, declared,
made or paid by AA4+ prior to the Effective Date.

Recommendation

 

The AA4+ Directors, who have been so advised by Goldman Sachs as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing advice to the AA4+ Directors, Goldman
Sachs has taken into account the commercial assessments of the AA4+ Directors.
Goldman Sachs is providing independent financial advice to the AA4+ Directors
for the purposes of Rule 3 of the Code.

 

Accordingly, the AA4+ Directors recommend unanimously that AA4+ Shareholders
vote in favour of the Scheme at the Court Meeting and the Resolution at the
General Meeting, as the AA4+ Directors who hold (or whose connected persons
hold) AA4+ Shares have irrevocably undertaken to do in respect of their own
beneficial holdings of 291,264 AA4+ Shares, representing, in aggregate,
approximately 0.11 per cent. of the issued share capital of AA4+ on the Latest
Practicable Date.

Helpline

If you have any questions about this announcement, the Court Meeting or the
General Meeting, or are in any doubt as to how to complete and return the
Forms of Proxy, please contact AA4+'s registrar, MUFG Corporate Markets, at
MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
via email at shareholderenquiries@cm.mpms.mufg.com
(mailto:shareholderenquiries@cm.mpms.mufg.com) or call on 0371 664 0321. Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside of the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday
(excluding public holidays in England and Wales). All calls to the helpline
may be recorded and monitored for security and training purposes. Please note
that, for legal reasons, the helpline cannot provide advice on the merits of
the Acquisition or give any legal, tax or financial advice.

Enquiries:

 Rothschild & Co                                +44 (0) 20 7280 5000

 (Financial Adviser to LAC 10 and Lesha Bank)
 Neil Thwaites

 Matthew Price

 Goldman Sachs International                    +44 (0)20 7774 1000

 (Financial Adviser to AA4+)
 Nick Harper

 Michael Fox

 Ashay Sodha

 Panmure Liberum                                +44 (0) 20 3100 2000
 (Corporate Broker to AA4+)

 Chris Clarke

 

APPENDIX

Expected timetable of principal events

 

The following indicative timetable is based on AA4+, LAC 10 and Lesha Bank's
current expected dates for the implementation of the Scheme and is subject to
change. If any of the dates and/or times in this expected timetable change,
the revised dates and/or times will be notified to AA4+ Shareholders by
announcement through the Regulatory Information Service of the London Stock
Exchange.

 Event                                                                            Time and/or date((1))
 Publication of the Scheme Document                                               1 April 2026
 Latest time and date for receipt of the BLUE Form of Proxy,  a CREST or          10.00 a.m. on 23 April 2026((2))
 Proxymity Proxy Instruction or any other electronic voting instruction in
 respect of the Court Meeting
 Latest time and date for receipt of the WHITE Form of Proxy, a CREST or          10.15 a.m. on 23 April 2026((3))
 Proxymity Proxy Instruction or any other electronic voting instruction in
 respect of the General Meeting
 Scheme Voting Record Time for the Court Meeting and the General Meeting          6.00 p.m. on 23 April 2026((4))
 Court Meeting                                                                    10.00 a.m. on 27 April 2026
 General Meeting                                                                  10.15 a.m. on 27 April 2026((5))
 The following dates and times associated with the Scheme are indicative only
 and subject to change. See also note (1).
 Last day of dealings in, and for registration of transfers of, and disablement   D -1* ((6))
 in CREST of, AA4+ Shares
 Scheme Record Time                                                               6.00 p.m. on D -1* ((7))
 Suspension of trading and dealings in AA4+ Shares                                by 7.30 a.m. on D*
 Sanction Hearing                                                                 a date expected to be in Q3 2026, subject to the satisfaction or (if
                                                                                  applicable) waiver of the relevant Conditions and, in any event, prior to the
                                                                                  Long Stop Date ("D")
 Effective Date of the Scheme                                                     D*((8))
 Cancellation of admission to trading of the AA4+ Shares on the Main Market       by 8:00 a.m. on D +1*
 Latest date for despatch of cheques and crediting of CREST accounts and          within 14 days after the Effective Date
 processing electronic transfers in respect of the cash consideration due under
 the Scheme
 Long Stop Date                                                                   6 November 2026((9))

 

Notes:

(1)        The dates and times are indicative only and are based on
current expectations and may be subject to change and will depend on, among
other things, the date on which the Conditions to the Scheme are satisfied or,
if capable of waiver, waived, and the date on which the Court sanctions the
Scheme. References to times are to London, United Kingdom time unless
otherwise stated. If any of the times and/or dates above change, the revised
times and/or dates will be notified to AA4+ Shareholders by announcement
through a Regulatory Information Service, with such announcement being made
available on AA4+'s website at
https://www.aa4plus.gg/offer-for-amedeo-air-four-plus/.

(2)        It is requested that BLUE Forms of Proxy or CREST or
Proxymity Proxy Instructions, or any other electronic voting instruction, in
respect of the Court Meeting be lodged at least 48 hours prior to the time
appointed for the Court Meeting (excluding any part of such 48 hour period
falling on a non-working day) or, in the case of any adjournment or
postponement, not later than 48 hours before the time fixed for the holding of
the adjourned or postponed Court Meeting (excluding any part of such 48 hour
period falling on a non-working day). BLUE Forms of Proxy that are not so
lodged may be handed to the Chair of the Court Meeting or a representative of
the Company's registrar, MUFG Corporate Markets, at the Court Meeting venue
before the start of the Court Meeting.

(3)        WHITE Forms of Proxy or CREST or Proxymity Proxy
Instructions, or any other electronic voting instruction, in respect of the
General Meeting must be lodged at least 48 hours prior to the time appointed
for the General Meeting (excluding any part of such 48 hour period falling on
a non-working day) or, in the case of any adjournment or postponement, not
later than 48 hours before the time fixed for the holding of the adjourned or
postponed General Meeting (excluding any part of such 48 hour period falling
on a non-working day). WHITE Forms of Proxy that are not so lodged may NOT be
handed to the Chair of the General Meeting or a representative of the
Company's registrar, MUFG Corporate Markets, before the start of or at the
General Meeting.

(4)        If either the Court Meeting or the General Meeting is
adjourned or postponed, the Scheme Voting Record Time for the relevant
adjourned or postponed Meeting will be 6.00 p.m. on the day which is two
Business Days before the date set for such adjourned or postponed Meeting and
only Scheme Shareholders (in the case of the Court Meeting) and AA4+
Shareholders (in the case of the General Meeting) on the Register at such time
shall be entitled to attend and vote at the relevant Meeting(s).

(5)        Or as soon thereafter as the Court Meeting shall have been
concluded or been adjourned or postponed.

(6)        AA4+ Shares will be disabled in CREST from 6.00 p.m. on such
date.

(7)        Scheme Shareholders who are on the Register at this time are
entitled to receive the Cash Consideration under the Acquisition.

(8)        The Scheme shall become Effective as soon as the Court
sanctions the Scheme. The events which are stated as occurring on subsequent
dates are conditional on the Effective Date and operate by reference to that
date.

(9)        This is the latest date by which the Scheme may become
Effective or such later date: (i) as may be agreed in writing by LAC 10 and
AA4+ (with the Panel's consent, if required); or (ii) (in a competitive
situation) as may be specified by LAC 10 with the consent of the Panel; or
(iii) as the Panel may direct under the Note on Section 3 of Appendix 7 of the
Code, and, in each case, as the Court may approve (if such approval is
required).

*All dates by reference to "D-1" and "D+1" will be to the date falling the
number of indicated Business Days immediately before or after the actual date,
which is "D", as indicated above.

 

Notices relating to financial advisers

Goldman Sachs, which is authorised by the PRA and regulated by the FCA and the
PRA in the United Kingdom, is acting exclusively for AA4+ and no one else in
connection with the Acquisition and will not be responsible to anyone other
than AA4+ for providing the protections afforded to clients of Goldman Sachs
nor for providing advice in relation to the Acquisition or any other matters
referred to in this announcement. Neither Goldman Sachs nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Goldman Sachs in connection
with this announcement, any statement contained herein or otherwise.

Panmure Liberum, which is authorised and regulated by the FCA in the United
Kingdom, is acting as corporate broker to AA4+ and no one else in connection
with the Acquisition or any other matter or arrangement set out in this
announcement. Panmure Liberum will not regard any other person as its client
in relation to the Acquisition or any other matter or arrangement set out in
this announcement and will not be responsible to anyone other than AA4+ for
providing the protections afforded to its clients or for providing advice in
relation to the Acquisition or any other matter or arrangement referred to in
this announcement. Neither Panmure Liberum nor any of its affiliates (nor
their respective directors, officers, employees or agents) owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Panmure Liberum in connection with the
Acquisition, this announcement, any statement contained herein or otherwise.
No representation or warranty, express or implied, is made by Panmure Liberum
as to the contents of this announcement.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated in the United Kingdom by the FCA, is acting
exclusively as financial adviser to LAC 10 and Lesha Bank and for no one else
in connection with the subject matter of this announcement and will not be
responsible to anyone other than LAC 10 and Lesha Bank for providing the
protections afforded to clients of Rothschild & Co nor for providing
advice in connection with the Acquisition or any matter referred to in this
announcement. Neither Rothschild & Co nor any of its group undertakings or
affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Rothschild & Co in connection with
this announcement, any statement contained herein, the Acquisition or
otherwise. No representation or warranty, express or implied, is made by
Rothschild & Co as to the contents of this announcement.

Further information

If you are in any doubt as to the contents of this announcement or the action
which you should take, you are recommended to consult your stockbroker,
solicitor, accountant, bank manager or other independent financial adviser
duly authorised under the Financial Services and Markets Act 2000 (as amended)
if you are resident in the United Kingdom, the Protection of Investors
(Bailiwick of Guernsey) Law, 2020 if you are resident in Guernsey, or, if you
are not so resident, from another appropriately authorised independent
financial adviser.

If you have any questions about the Scheme Document, the Court Meeting or the
General Meeting or are in any doubt as to how to complete and return the Forms
of Proxy, please contact  AA4+'s registrar, MUFG Corporate Markets, at MUFG
Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL, via
email at shareholderenquiries@cm.mpms.mufg.com
(mailto:shareholderenquiries@cm.mpms.mufg.com) or call on 0371 664 0321. Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside of the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday
(excluding public holidays in England and Wales). All calls to the helpline
may be recorded and monitored for security and training purposes. Please note
that, for legal reasons, the helpline cannot provide advice on the merits of
the Acquisition or give any legal, tax or financial advice.

Important notice

This announcement, the Scheme Document and the accompanying documents do not
constitute or form part of an offer or an invitation to purchase, subscribe
for, otherwise acquire, sell or otherwise dispose of any securities, or a
solicitation of an offer to buy any securities or of any vote or approval
pursuant to the Acquisition, whether pursuant to this announcement, the Scheme
Document or otherwise, in any jurisdiction in which such offer, invitation or
solicitation is or would be unlawful.

Neither this announcement or the Scheme Document comprise a prospectus or a
prospectus-equivalent document or an exempted document.

The contents of this announcement and the Scheme Document do not amount to,
and should not be construed as, legal, tax, business or financial advice.

The statements contained in this announcement are made as at the date of this
announcement, unless some other date is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to
the Acquisition or otherwise. The Acquisition will be made solely by means of
the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer document), which, together with the accompanying
Forms of Proxy, will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any decision
in respect of the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is implemented by
way of a Takeover Offer, the Offer document).

Overseas Shareholders

The release, publication or distribution of this announcement and the Scheme
Document in, into or from jurisdictions other than the United Kingdom or
Guernsey, and the availability of the Acquisition to AA4+ Shareholders who are
not resident in the United Kingdom or Guernsey, may be restricted by the laws
of those jurisdictions and therefore persons who are not resident in the
United Kingdom or Guernsey or who are subject to the laws of any jurisdiction
other than the United Kingdom or Guernsey (including Restricted Jurisdictions)
should inform themselves about and observe any such restrictions. In
particular, the ability of persons who are not resident in the United Kingdom
or Guernsey or who are subject to the laws of another jurisdiction to
participate in the Acquisition or to vote their AA4+ Shares with respect to
the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy
appointing another person to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located.
Any failure to comply with applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of the securities laws in that
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.

Unless otherwise determined by LAC 10 and Lesha Bank or required by the Code,
and permitted by applicable law and regulation, the Acquisition will not be
made available, directly or indirectly, in, into or from a Restricted
Jurisdiction. Accordingly, copies of this announcement and the Scheme Document
and all documents relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from any Restricted Jurisdiction. If the
Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made, directly or indirectly, in or into, or by use of mails or any other
means or instrumentality (including, without limitation, facsimile, e-mail or
other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or any facility of a national, state or other securities exchange
of any Restricted Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within any Restricted Jurisdiction.

This announcement and the Scheme Document have been prepared in connection
with proposals in relation to a scheme of arrangement pursuant to and for the
purpose of complying with English law, Guernsey law and the Code and
information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws
of jurisdictions outside the United Kingdom or Guernsey. Nothing in this
announcement or the Scheme Document should be relied on for any other purpose.

The Acquisition is subject to the applicable requirements of the Code, the
Panel, the London Stock Exchange, the Companies Law, the Financial Conduct
Authority and the Listing Rules.

Additional information for U.S. investors

AA4+ Shareholders in the United States should note that the Acquisition
relates to the shares of a Guernsey company admitted to trading on the
Specialist Fund Segment of the Main Market and is proposed to be effected by
means of a scheme of arrangement under Part VIII of the Companies (Guernsey)
Law, 2008 which will be governed by Guernsey law. A transaction effected by
means of a scheme of arrangement is not subject to the proxy solicitation or
the tender offer rules under the US Exchange Act.

Accordingly, the Acquisition is subject to the procedural and disclosure
requirements applicable to schemes of arrangement involving a target company
incorporated in Guernsey, which differ from the requirements of US proxy
solicitation and tender offer rules.

However, if LAC 10 or Lesha Bank were to elect, with the consent of the Panel
and in compliance with the Code, to implement the Acquisition by means of a
Takeover Offer, such takeover offer will be made in compliance with all
applicable United States laws and regulations, including, to the extent
applicable, Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such Takeover Offer would be made in the United States by LAC 10
or Lesha Bank and by no one else.

In the event that the Acquisition is implemented by way of a Takeover Offer,
in accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) under the US Exchange Act (if applicable), LAC 10 or Lesha Bank,
their affiliates, their advisers and their nominees or brokers (acting as
agents) may from time to time make certain purchases of, or arrangements to
purchase, shares or other securities of AA4+, other than pursuant to the
Takeover Offer, until the date on which the Takeover Offer becomes or is
declared unconditional in accordance with the Code, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices and would comply with
applicable law, including the US Exchange Act. Any information about such
purchases or arrangements to purchase will be disclosed as required in the
United Kingdom, will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website:
www.londonstockexchange.com.

The receipt of consideration by a US holder for the transfer of its AA4+
Shares pursuant to the Scheme may have tax consequences in the US and such
consequences, if any, are not described herein. Each AA4+ Shareholder is urged
to consult its independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to it, including under applicable
United States state and local, as well as overseas and other, tax laws.

Neither the US Securities and Exchange Commission nor any securities
commission of any state or other jurisdiction of the United States has
approved the Acquisition, passed judgment upon the fairness of the
Acquisition, or passed judgment upon the completeness, adequacy or accuracy of
this announcement. Any representation to the contrary is a criminal offence in
the United States.

Financial information relating to AA4+ included in this announcement and the
Scheme Document has been prepared in accordance with accounting standards
applicable in the United Kingdom and may not be comparable to financial
information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States ("US GAAP"). US GAAP differs in certain significant respects
from accounting standards applicable in the United Kingdom or Guernsey. None
of the financial information in this announcement or the Scheme Document has
been audited in accordance with auditing standards generally accepted in the
United States or the auditing standards of the Public Company Accounting
Oversight Board (United States).

It may be difficult for US holders of AA4+ Shares to enforce their rights and
any claim arising out of the US federal securities laws in connection with the
Acquisition, since LAC 10, Lesha Bank and AA4+ are each organised in countries
other than the United States, and some or all of their officers and directors
may be residents of, and some or all of their assets may be located in,
jurisdictions other than the United States. As a result, US holders of AA4+
Shares may not be able to effect service of process upon a non-US company or
its officers or directors or to enforce against them a judgment of a US court
for violations of federal or state securities laws of the United States,
including judgments based upon the civil liability provisions of the US
federal securities laws. US holders of AA4+ Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's jurisdiction or
judgment.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), the Scheme Document, oral statements made regarding the
Acquisition, and other information published by LAC 10, Lesha Bank or AA4+ may
contain statements about LAC 10, Lesha Bank and AA4+ that are or may be deemed
to be forward-looking statements. All statements other than statements of
historical facts included in this announcement and the Scheme Document may be
forward-looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "shall", "should", "anticipates",
"estimates", "projects", "is subject to", "budget", "scheduled", "forecast" or
words or terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include (without
limitation) statements relating to the following: (i) assets, future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and
growth of LAC 10's or Lesha Bank's or AA4+'s operations and potential
synergies resulting from the Acquisition; and (iii) the effects of government
regulation on LAC 10, Lesha Bank's and AA4+'s business.

Such forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of LAC 10, Lesha Bank and AA4+ about future events, and are
therefore subject to risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many factors could
cause actual results to differ materially from those projected or implied in
any forward-looking statements, including: the ability to complete the
Acquisition, the ability to obtain requisite shareholder approvals, increased
competition, the loss of or damage to one or more key lessee relationships,
changes to customer ordering patterns, the failure of one or more key
suppliers, the outcome of business or industry restructuring, the outcome of
any litigation, changes in economic conditions, currency fluctuations, changes
in interest and tax rates, changes in raw materials or energy market prices,
changes in laws, regulations or regulatory policies, developments in legal or
public policy doctrines, technological developments, the failure to retain key
management, or the timing and success of future offer opportunities or major
investment projects. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in light of such
factors. Neither LAC 10, Lesha Bank nor AA4+, nor any of their respective
associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this announcement will actually occur.
Due to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
hereof. All subsequent oral or written forward looking statements attributable
to any member of the Wider Lesha Bank Group or the AA4+ Group, or any of their
respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.

LAC 10, Lesha Bank and AA4+ expressly disclaim any obligation to update any
forward-looking or other statements contained herein, except as required by
applicable law or by the rules of any competent regulatory authority, whether
as a result of new information, future events or otherwise.

Publication on website

A copy of this announcement, the Scheme Document and the documents required to
be published pursuant to Rule 26.1 of the Code will be available, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
for inspection on AA4+'s website at
https://www.aa4plus.gg/offer-for-amedeo-air-four-plus/
(https://www.aa4plus.gg/offer-for-amedeo-air-four-plus/) and Lesha Bank's
website at
https://www.leshabank.com/investor-relations/offer-for-amedeo-air-four-plus-limited/
(https://www.leshabank.com/investor-relations/offer-for-amedeo-air-four-plus-limited/)
by no later than 12 noon  on the Business Day following the publication of
the Scheme Document.

Save as expressly referred to in this announcement or the Scheme Document,
neither the contents of those websites nor the content of any other website
accessible from hyperlinks on those websites is incorporated into, or forms
part of, this announcement.

Availability of hard copies

In accordance with Rule 30.3 of the Code, AA4+ Shareholders and persons with
information rights may request a copy of this announcement or the Scheme
Document (and any accompanying documents and any information incorporated into
it by reference to another source) in hard copy form free of charge. Such
persons may also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition should be in
hard copy form. For persons who have received a copy of this document in
electronic form or via a website notification, a hard copy of this document
will not be sent to you unless you have previously notified AA4+'s registrar,
MUFG Corporate Markets, that you wish to receive all documents in hard copy
form or unless requested in accordance with the procedure set out below.

If you would like to request a hard copy of this announcement or the Scheme
Document please contact AA4+'s registrar, MUFG Corporate Markets, at MUFG
Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL, or
call on 0371 664 0321 or from overseas +44 (0) 371 664 0321. Calls are charged
at the standard geographical rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Lines are
open between 9.00 a.m. and 5.30 p.m., Monday to Friday (excluding public
holidays in England and Wales). Alternatively, you can email MUFG Corporate
Markets at shareholderenquiries@cm.mpms.mufg.com
(mailto:shareholderenquiries@cm.mpms.mufg.com) . Please note that MUFG
Corporate Markets cannot provide any financial, legal or tax advice. Calls may
be recorded and monitored for security and training purposes.

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rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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