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RNS Number : 0927W Lesha Bank LLC 10 March 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
10 March 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)
Update on letters of support given by Weiss Asset Management
On 6 March 2026, the boards of directors of Lesha Bank, LAC 10 and AA4+
announced that they had reached agreement on the terms of a recommended all
cash acquisition of the entire issued share capital of AA4+ by LAC 10 (the
"Acquisition"), to be implemented by way of a court-sanctioned scheme of
arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)
(the "Scheme") (the "2.7 Announcement"). Capitalised terms used in this
announcement shall, unless otherwise defined, have the same meaning as set out
in the 2.7 Announcement.
As set out in Part C of Appendix III of the 2.7 Announcement, LAC 10 had
received non-binding letters of support from Weiss Asset Management (for and
on behalf of Brookdale Global Opportunity Fund and Brookdale International
Partners, L.P.), who had an interest in a total of 14,135,170 AA4+ Shares
under swap contracts, representing, in aggregate, approximately 5.43 per cent.
of the issued share capital of AA4+ on 5 March 2026 (the "Weiss Letters of
Support"). Weiss Asset Management confirmed in the Weiss Letters of Support
that, should it become the holder of, or otherwise obtain the voting rights
over, any of the AA4+ Shares under swaps, it intends to vote (or procure
votes) in favour of the Scheme at the Court Meeting and the resolutions to be
proposed at the General Meeting in respect of such AA4+Shares.
Since the publication of the 2.7 Announcement, Weiss Asset Management
announced that, on 6 March 2026, it reduced its long position over AA4+ Shares
under the swaps (which are contract for differences ("CFDs")) by a total of
7,807,052 AA4+ Shares. As a result, the Weiss Letters of Support now apply
only in respect of the remaining AA4+ Shares in which Weiss Asset Management
holds an interest under the CFDs, amounting to a total of 6,328,118 AA4+
Shares, representing, in aggregate, approximately 2.43 per cent. of the issued
share capital of AA4+ as at close of business (London time) on 9 March 2026
(being the last Business Day prior to the date of this announcement):
Enquiries:
Rothschild & Co +44 (0) 20 7280 5000
(Financial Adviser to LAC 10 and Lesha Bank)
Neil Thwaites
Matthew Price
Important notices about financial adviser
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
This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer to sell or an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities pursuant to the
Acquisition or otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise nor shall there be any
purchase, sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful.
Overseas shareholders
The release, publication or distribution of this announcement in 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 into whose
possession this announcement comes should inform themselves about and observe
such restrictions. In particular, the ability of persons who are not resident
in the United Kingdom or Guernsey to vote their AA4+ Shares with respect to
the Scheme at the Court Meeting, or to execute and deliver forms of proxy
appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover
Offer, the Offer Document). Any failure to comply with any such restrictions
may constitute a violation of the securities laws of any such 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.
Publication on website
A copy of this announcement and the documents required to be published
pursuant to Rule 26 of the Code will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Lesha Bank's website at
https://www.leshabank.com/investor-relations/offer-for-amedeo-air-four-plus-limited/
by no later than 12 noon (London time) on the Business Day following the date
of this announcement.
For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this announcement.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
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