REG - Lesha Bank LLC Amedeo Air Four Plus - Recommended Cash Acquisition
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RNS Number : 6647V Lesha Bank LLC 06 March 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
6 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)
Summary
· The boards of directors of each of AA4+, Lesha Bank and
LAC 10 are pleased to announce that they have reached agreement on the terms
of a recommended all cash acquisition of the entire issued share capital of
AA4+ by LAC 10 (the "Acquisition"). The Acquisition is to be effected by means
of a scheme of arrangement under Part VIII of the Companies Law.
· Under the terms of the Acquisition, AA4+ Shareholders
will be entitled to receive:
73 pence in cash per AA4+ Share (the "Cash Consideration")
· The Cash Consideration values the entire issued share
capital of AA4+ at approximately £190 million and implies an enterprise value
of £751 million for AA4+, and represents a premium of approximately:
o 33 per cent. to the Closing Price per AA4+ Share of 55 pence on 5 March
2026 (being the Latest Practicable Date);
o 22 per cent. to the volume-weighted average price of 60 pence per AA4+
Share for the 3-month period ending on the Latest Practicable Date; and
o 20 per cent. to the volume-weighted average price of 61 pence per AA4+
Share for the 12-month period ending on the Latest Practicable Date.
Dividends
· If, on or after the date of this Announcement and 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 Announcement 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.
Background to and reasons for the Acquisition
· Lesha Bank is a financial institution based in Qatar
and listed on the Qatar Stock Exchange with a market capitalisation of
approximately QAR 1.9 billion as at the Latest Practicable Date. LAC 10 is a
QFC-incorporated entity that was formed for the purposes of the Acquisition
and has not traded since its incorporation.
· The Lesha Aviation Capital division of Lesha Bank,
operated via wholly-owned subsidiaries of Lesha Bank, is a global aviation
leasing and investment platform and operates as a full-service platform
providing investment management capabilities to global aviation investors. The
platform focuses on resilient asset-backed investments across the aviation
sector.
· Lesha Aviation Capital currently has assets under
management of c.$1.5 billion and its current portfolio consists of 15 wide
body aircraft including six Boeing 787s, five Boeing 777-300ERs and four
Airbus A350-1000s. These assets are currently on lease to a Gulf Cooperation
Council airline and a global flag carrier.
· AA4+'s current owned portfolio of 12 widebody aircraft
consists of six Airbus A380-800 aircraft, four Airbus A350-900 aircraft, and
two Boeing 777-300ER aircraft. The six A380-800 and two 777-300ER aircraft are
leased to Emirates Airlines and the four A350-900 aircraft are leased to Thai
Airways.
· AA4+'s current portfolio represents an attractive pool
of assets, underpinned by long-term contracted cash flows from leading global
flag carriers. The addition of these aircraft to Lesha Aviation Capital's
current portfolio of widebody aircraft increases operational scale, embeds
Lesha Aviation Capital with key partner airlines, expands Lesha Aviation
Capital's presence across important markets, and enables the acquisition of
in-demand, current and new technology aircraft. The robust cash flows
associated with this scaled portfolio enhance Lesha Aviation Capital's lease
management capabilities and support Lesha Aviation Capital's clear ambition to
become a full-service platform, offered to global aviation investors alongside
investment management capabilities.
· The acquisition of AA4+ is in line with Lesha Aviation
Capital's stated strategy of:
o Focusing on modern, fuel-efficient commercial aircraft with high residual
value and strong long-term demand;
o Strong geographic diversification and exposure to a range of global
airlines;
o Active investment in current and new generation aircraft; and
o Achieving operational excellence through its full-service lease and
investment management platform with oversight across technical operations,
asset lifecycle and performance optimisation.
· The acquisition of AA4+ is the next step in the
creation of a global aircraft leasing portfolio alongside alternative aviation
investments and builds upon Lesha Aviation Capital's existing portfolio and
investments made in aviation infrastructure to 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 its advice to the AA4+
Directors, Goldman Sachs has taken into account the commercial assessments of
the AA4+ Directors.
· Accordingly, the AA4+ Directors intend to recommend
unanimously that AA4+ Shareholders vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed 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.
Background to and reasons for the recommendation
· At the time of its IPO in May 2015, AA4+ was
established as a closed‑ended investment vehicle with a defined strategy and
investment policy of acquiring and leasing wide‑body aircraft to major
airlines, generating stable income over the lease term and seeking to realise
capital value on ultimate disposal of the assets. AA4+ currently owns 12
aircraft with six A380-800s and two B777-300ERs leased to Emirates Airlines
and four A350-900s leased to Thai Airways.
· AA4+ has a track record of focusing on its investment
policy, paying dividends and, in the context of dynamic operating conditions,
delivering income returns to its shareholders. In recent years this track
record has been sustained through a period of significant challenges for the
global aviation industry and the aircraft leasing sector. The impact of COVID
and the subsequent period of macroeconomic uncertainty, high levels of
inflation and high level of interest rates had a material impact on the
Company's partners. During this period, the AA4+ Board monitored lessee
performance closely and assessed the strategic direction of the Company with a
focus on maximising value and returns for shareholders.
· In December 2023, in the context of challenging
aviation and aircraft leasing market dynamics, uncertainty regarding outlook
for certain of the Company's assets and the Company's share price trading at a
persistent discount to its realisable asset value, the AA4+ Board decided to
undertake a review of the Company's strategic options to determine how best to
deliver value for AA4+ Shareholders.
· The strategic review considered the value to AA4+
Shareholders from a number of options alongside its existing strategy:
o running off the leases on an as-is basis and realising the value of the
aircraft for AA4+ Shareholders at the end of the relevant lease after the
repayment of outstanding debt;
o sale of one or more assets with or without their associated debt financing
followed by a managed realisation process;
o other strategic combinations or arrangements intended to maximise value
and improve shareholder outcomes;
o potential sale of AA4+ to a third party; and
o negotiate extended or new leases provided the lease extension terms are
accretive for AA4+ Shareholders and increase the likely disposal value of the
aircraft with the extended leases.
· The AA4+ Board has continued to keep all of these
options under review and monitored the feasibility of execution and ability to
maximise value for AA4+ Shareholders since December 2023. As part of this
process, the AA4+ Board and its advisers undertook a structured evaluation of
third party interest in a possible offer for the Company during 2025. This
included the Company and its advisers engaging with a number of potential
counterparties and conducting a private sale process in which interested
parties, including Lesha Bank, were invited to submit proposals regarding a
possible offer for AA4+. Indicative offers were requested on a defined
timetable and with an emphasis on deliverability and executable terms.
Following this engagement and evaluation, the AA4+ Board concluded that while
there was material interest in a possible offer for AA4+ from certain
investors, the proposals received did not in aggregate deliver sufficient
value, or certainty for AA4+ Shareholders.
· Following the conclusion of the private sale process,
the AA4+ Board received an unsolicited proposal from Lesha Bank regarding a
possible cash offer for the Company. The AA4+ Board evaluated the proposal
against the alternatives being considered as part of its strategic review and
the future prospects of AA4+. Following discussions and negotiations with
Lesha Bank, which included the provision of due diligence information by AA4+
and the receipt of revised proposals from Lesha Bank, the AA4+ Board indicated
to Lesha Bank that its latest proposal represented a transaction structure and
was on financial terms which the AA4+ Board was minded to recommend and
granted access to further confirmatory due diligence information.
· In considering the financial terms of the Acquisition
and determining whether they reflect an appropriate valuation of AA4+ and its
future prospects, the AA4+ Board took into account a number of factors
including:
o The Acquisition represents attractive value and deliverable realisation
for shareholders.
· The Acquisition provides AA4+ Shareholders with the opportunity
to realise value in cash at 73 pence per share, representing a premium of 33
per cent. to the Closing Price of 55 pence on the Latest Practicable Date, and
a premium of 22 per cent. and 20 per cent. to the volume‑weighted average
share prices over the three month and 12-month periods ending on the Latest
Practicable Date, respectively.
o The Acquisition has reduced execution risk relative to alternative
strategic outcomes.
· Through a detailed, comprehensive and extended strategic review
process, the AA4+ Board has assessed a broad range of options for the Company,
including asset disposals and other strategic transactions. The AA4+ Board has
noted a number of factors which contribute to a material uncertainty in the
level of value that could be delivered to AA4+ Shareholders relative to the
certainty of a cash offer for AA4+ at this time. These factors included:
· certain of the leases held by AA4+ are approaching maturity;
· the nature of the aircraft owned by AA4+ and the limited range of
options to realise capital value on the disposal of the assets; and
· the cyclical nature of the global aviation industry, the
potential for extended down cycle periods, and, given the nature of the
Company as a closed end investment fund, the ability to manage through such
parts of the aviation cycle.
· In this context, the Acquisition is expected to deliver greater
risk-adjusted value to AA4+ Shareholders than other options considered by the
AA4+ Board.
o The Acquisition provides immediate liquidity and certainty versus
standalone trading and realisation profile.
· The AA4+ Board recognises that the Company's shares have
historically traded with limited liquidity and at a persistent discount to
realisable asset value. In the absence of the Acquisition, AA4+ Shareholders
would remain exposed to risks associated with airline credit, asset residual
values, refinancing and the timing and pricing of future asset disposals. The
Acquisition provides AA4+ Shareholders with a clear and certain route to
realise value now, avoiding the execution risks inherent in a longer dated
realisation strategy.
· Accordingly, while the AA4+ Board remains confident in
its ability to deliver appropriate value for AA4+ Shareholders from its
existing assets, the AA4+ Directors believe that the Cash Consideration
represents an attractive opportunity for AA4+ Shareholders to realise an
immediate and certain cash value for their investment relative to the risks
inherent in the execution of the alternative strategic options available to
AA4+ over the medium to longer-term.
· Following careful consideration of the financial terms
of the Acquisition, the combination of value and certainty that the terms of
the Acquisition provides to AA4+ Shareholders, and the above factors, the AA4+
Directors intend to unanimously recommend that AA4+ Shareholders vote in
favour of the Scheme at the Court Meeting and the resolutions to be proposed
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 AA4+ Shares, amounting in aggregate to
291,264 AA4+ Shares representing approximately 0.11 per cent. of the issued
share capital of AA4+ at the Latest Practicable Date.
Shareholder support
· In addition to the irrevocable undertakings received
from AA4+ Directors, LAC 10 has also received irrevocable undertakings to vote
(or procure votes) in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting from Metage Capital in
respect of a total of 17,841,324 AA4+ Shares, representing, in aggregate,
approximately 6.8 per cent. of the issued share capital of AA4+ on the Latest
Practicable Date.
· In addition, LAC 10 has also received non-binding
letters of support from Staude Capital and Weiss Asset Management in respect
of a total of 32,773,543 AA4+ Shares, representing, in aggregate,
approximately 12.6 per cent. of the issued share capital of AA4+ on the Latest
Practicable Date.
· Taken together with the irrevocable undertakings given
by the AA4+ Directors, LAC 10 has therefore received irrevocable undertakings
and letters of support in respect of a total of 50,906,131 AA4+ Shares
representing, in aggregate, approximately 19.5 per cent. of the issued share
capital of AA4+ on the Latest Practicable Date.
· Further details of these irrevocable undertakings and
letters of support are set out in Appendix III to this Announcement.
Information on Lesha Bank, Lesha Aviation Capital and LAC 10
· Lesha Bank is an independent Shari'a-compliant bank
authorised by the Qatar Financial Center Regulatory Authority, and is listed
on the Qatar Stock Exchange (QSE: QFBQ). Lesha Bank is an active investor, as
principal and representing capital managed on behalf of its clients, in a
range of asset classes including private equity, real assets (including
aviation) and listed securities.
· Lesha Aviation Capital is a division of Lesha Bank,
operated through a number of wholly-owned subsidiaries and is a dynamic and
globally focused aviation leasing and investment platform. Launched in 2025,
Lesha Aviation Capital was created with a clear ambition to become a
full-service platform, offering both investment management and lease
management capabilities to global aviation investors. Lesha Aviation Capital
has 14 full-time employees and is led by an experienced management team with
over 200 years combined industry experience. Since inception, Lesha Aviation
Capital has built a portfolio of 15 widebody aircraft including Boeing
777-300ERs, Boeing 787-8, Boeing 787-9, and Airbus A350-1000 aircraft, all
on-lease to global airlines and is actively pursuing other growth
opportunities in the market. Lesha Aviation Capital is well-positioned to
expand on its strong and scalable global portfolio, supported by robust cash
flow and long-term leasing arrangements. The platform is designed to serve the
growing demand for resilient, asset-backed investments in aviation, while
continually expanding its presence across key markets.
· LAC 10 is a newly incorporated wholly-owned direct
subsidiary of Lesha Bank. LAC 10 is a QFC-incorporated entity that was formed
for the purposes of the Acquisition and has not traded since its
incorporation.
Information on AA4+
· AA4+ is a non-cellular company limited by shares,
registered and incorporated in Guernsey, having its shares listed on the
Specialist Fund Segment of the London Stock Exchange's Main Market since May
2015.
· AA4+'s investment objective is to obtain income returns
and a capital return for its shareholders by acquiring, leasing and then
selling aircraft. AA4+ currently has a portfolio of six A380, two B777-300ER
and four A350-900 aircraft, all on long-term leases to either Emirates
Airlines or Thai Airways.
· AA4+'s asset manager is Amedeo Limited ("Amedeo").
Amedeo is a global leading aircraft asset manager known for its end-to-end
servicing capabilities, with $2 billion AUM (as of May 2025). Amedeo has
expertise in managing wide-body aircraft, with 20 currently in their
portfolio.
Timetable and Conditions
· It is intended that the Acquisition will be implemented
by way of a court-sanctioned scheme of arrangement under Part VIII of the
Companies Law (although LAC 10 and Lesha Bank reserve the right to implement
the Acquisition by way of a Takeover Offer, with the Panel's consent).
· The Acquisition will be put to the AA4+ Shareholders at
the Court Meeting and the General Meeting. In order to become Effective, the
Scheme must be approved by a majority in number of the Scheme Shareholders
present and voting (and entitled to vote) at the Court Meeting, either in
person or by proxy, representing at least 75 per cent. of the votes cast by
those Scheme Shareholders. In addition, a special resolution implementing the
Scheme and the adoption of amended articles of incorporation of AA4+ must be
passed by AA4+ Shareholders representing at least 75 per cent. of votes cast
at the General Meeting. Following the Court Meeting, the Scheme must also be
sanctioned by the Court.
· The Acquisition will also be conditional upon the
receipt of the UAE merger control clearance as detailed in Appendix I to this
Announcement.
· The Acquisition will be made in accordance with the
Code and is also subject to the Conditions and terms set out in Appendix I to
this Announcement.
· The Scheme Document, containing further information about
the Acquisition and notices of the Court Meeting and the General Meeting will
be distributed to AA4+ Shareholders (along with the Forms of Proxy for use in
connection with the Court Meeting and the General Meeting) as soon as
reasonably practicable and, in any event, within 28 days of the date of this
Announcement (or such later time (if any) as LAC 10, AA4+ and the Panel agree
and, if required, the Court may approve).
· Subject to the satisfaction or (where applicable) waiver
of the Conditions, the Acquisition is expected to become Effective during Q3
2026.
· AA4+ Shareholders' attention is drawn to the summary of
the principal provisions of Rule 8 of the Code which is set out in this
Announcement.
Commenting on the Acquisition, Robin Hallam, Independent Non-Executive
Chairman of AA4+, said:
"The AA4+ Board welcomes the offer from Lesha Bank and unanimously recommends
it to AA4+ Shareholders. The transaction represents the conclusion to a
detailed, comprehensive and extended strategic review process undertaken to
consider alternative options and maximise value for shareholders. We believe
this is the best outcome for AA4+ shareholders, delivering a premium,
liquidity and certainty."
Commenting on the Acquisition, Stephan Sayre, Co-Chief Executive Officer of
Lesha Aviation Capital, said:
"We are delighted to announce the acquisition of AA4+ and believe that AA4+'s
portfolio represents an attractive pool of assets that are underpinned by
long-term contracted cash flows. This strategic acquisition is in line with
Lesha Aviation Capital's strategy and represents the next step in the creation
of a global aircraft leasing portfolio. The acquisition reinforces our ability
to execute value driven transactions in the global aviation market."
This summary should be read in conjunction with the full text of this
Announcement and its Appendices. The Acquisition shall be subject to the
Conditions and further terms set out in Appendix I to this Announcement and to
the full terms and conditions which shall be set out in the Scheme Document.
Appendix II to this Announcement contains the sources of information and bases
of calculations of certain information contained in this Announcement,
Appendix III contains a summary of the irrevocable undertakings and letters of
support in relation to this Acquisition and Appendix IV contains definitions
of certain expressions used in this summary and in this Announcement.
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
Clifford Chance LLP is acting as legal adviser to LAC 10 and Lesha Bank.
Norton Rose Fulbright LLP is acting as legal adviser to AA4+.
Important notices
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.
Goldman Sachs International ("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 matters referred
to in this Announcement and will not be responsible to anyone other than AA4+
for providing the protections afforded to clients of Goldman Sachs, or for
providing advice in relation to the matters referred to in this Announcement.
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.
Inside information
This Announcement contains inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018. Upon the publication of this
Announcement via a Regulatory Information Service, this inside information
will be considered to be in the public domain.
The person responsible for arranging for the release of this Announcement on
behalf of AA4+ is Robin Hallam, Chairman.
AA4+'s LEI number is: 21380056PDNOTWERG107.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the Announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the Announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they shall
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
http://www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.
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. 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 any related forms of proxy (or, in the case of
a Takeover Offer, forms of acceptance), will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Scheme (or, in the case of a Takeover Offer, how to accept the Takeover
Offer). Any decision in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer Document).
AA4+ will prepare the Scheme Document to be distributed to AA4+ Shareholders.
AA4+, LAC 10 and Lesha Bank urge AA4+ Shareholders to read the Scheme Document
(or any other document by which the Acquisition is made) in full when it
becomes available because it will contain important information relating to
the Acquisition, including details of how to vote in respect of the Scheme.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time 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 does not constitute a prospectus or prospectus equivalent
document.
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.
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 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 distribute or send them in, into or from
such Restricted Jurisdiction. If the Acquisition is implemented by way of
Takeover Offer (unless otherwise permitted by applicable law or 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 has 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 should be relied on for any
other purpose.
The Acquisition shall be 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 investors in the United States
The Acquisition relates to shares of a Guernsey company traded on the Main
Market and is proposed to be effected by means of a scheme of arrangement
provided for under the Companies Law of Guernsey. A transaction effected by
means of a scheme of arrangement governed by the laws of Guernsey is not
subject to the tender offer rules or the proxy solicitation rules under the US
Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and procedural
requirements applicable to schemes of arrangements involving a target company
incorporated in Guernsey and listed on the Main Market which differ from the
requirements of United States tender offer and proxy solicitation rules.
However, if LAC 10 or Lesha Bank were to elect to implement the Acquisition by
means of a Takeover Offer and determines to extend such Takeover Offer into
the United States, such Takeover Offer shall be made in compliance with all
applicable United States laws and regulations, including, without limitation,
to the extent applicable, Section 14(e) of the US Exchange Act and Regulation
14E thereunder. Such a Takeover Offer would be made in the United States by
LAC 10 or Lesha Bank and no one else.
In the event that the Acquisition is implemented by way of Takeover Offer, in
accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b)
of 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 such Takeover Offer,
during the period in which such Takeover Offer would remain open for
acceptance. 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 shall be disclosed as required in the
UK, shall be available to all investors (including US investors) via a
Regulatory Information Service and shall also be available on the London Stock
Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) .
The receipt of consideration by a US holder for the transfer of its AA4+
Shares pursuant to the Scheme is likely to be a taxable transaction for United
States federal income tax purposes and under applicable US state and local, as
well as overseas and other, tax laws. Each AA4+ Shareholder is urged to
consult their independent professional advisers immediately regarding the tax
consequences of the Acquisition applicable to them, including under applicable
United States federal state and local, as well as overseas and other, tax
laws.
Financial information relating to AA4+ included in this announcement and the
Scheme Document has been or shall have been prepared in accordance with
accounting standards applicable in Guernsey and the United Kingdom and may not
be comparable to financial information of United States 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 Guernsey
and the United Kingdom. None of the financial information in this announcement
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.
Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disproved or passed judgment upon the fairness or
the merits of the Acquisition or determined if this announcement is adequate,
accurate or complete. Any representation to the contrary is a criminal offence
in the United States.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), 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 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.
No profit forecasts or estimates
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for AA4+ for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for AA4+.
Information relating to AA4+ Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by AA4+ Shareholders, persons with information rights and other
relevant persons for the receipt of communications from AA4+ may be provided
to LAC 10 and Lesha Bank during the offer period as requested under Section 4
of Appendix 4 of the Code.
Publication on website and availability of hard copies
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/
and AA4+'s website at https://www.aa4plus.gg/ respectively 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.
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Code, AA4+ Shareholders and persons with
information rights may request a hard copy of this Announcement, free of
charge, by contacting MUFG Corporate Markets (Guernsey) Limited during
business hours on +44 (0)371 664 0300 (lines are open from 9.00 a.m. to 5.30
p.m., Monday to Friday (excluding public holidays in England and Wales)). For
persons who receive a copy of this Announcement in electronic form or via a
website notification, a hard copy of this announcement will not be sent unless
so requested. A person so entitled may also request that all future documents,
announcements and information in relation to the Acquisition be sent to them
in hard copy form.
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.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, AA4+ confirms that as at the date of
this Announcement, it has in issue and admitted to trading on the Main Market
260,485,247 redeemable ordinary shares of no par value. No AA4+ Shares are
held in treasury. The International Securities Identification Number (ISIN) of
AA4+ Shares is GG00BQKNKR70.
General
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
6 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")
to be implemented by means of a Court-sanctioned scheme of arrangement
under Part VIII of the Companies (Guernsey) Law, 2008, as amended
1 Introduction
The boards of directors of each of LAC 10, Lesha Bank and AA4+ are pleased to
announce that they have reached agreement on the terms of a recommended all
cash offer pursuant to which LAC 10 will acquire the entire issued share
capital of AA4+ (the "Acquisition"). The Acquisition is to be effected by
means of a scheme of arrangement under Part VIII of the Companies Law.
2 The Acquisition
Under the terms of the Acquisition, which shall be subject to the Conditions
and further terms set out in Appendix I to this Announcement and to be set out
in the Scheme Document, AA4+ Shareholders will be entitled to receive:
73 pence in cash per AA4+ Share (the "Cash Consideration")
The Cash Consideration values the entire issued share capital of AA4+ at
approximately £190 million and implies an enterprise value of £751 million
for AA4+, and represents a premium of approximately:
· 33 per cent. to the Closing Price per AA4+ Share of 55 pence on 5
March 2026 (being the Latest Practicable Date);
· 22 per cent. to the volume-weighted average price of 60 pence per
AA4+ Share for the 3-month period ending on the Latest Practicable Date; and
· 20 per cent. to the volume-weighted average price of 61 pence per
AA4+ Share for the 12-month period ending on the Latest Practicable Date.
The Scheme Document, containing further information about the Acquisition and
notices of the Court Meeting and the General Meeting will be distributed to
AA4+ Shareholders (along with the Forms of Proxy for use in connection with
the Court Meeting and the General Meeting) as soon as reasonably practicable
and, in any event, within 28 days of the date of this Announcement (or such
later time (if any) as LAC 10, AA4+ and the Panel agree and, if required, the
Court may approve).
3 Background to and reasons for the Acquisition
Lesha Bank is a financial institution based in Qatar and listed on the Qatar
Stock Exchange with a market capitalisation of approximately QAR 1.9 billion
as at the Latest Practicable Date. LAC 10 is a QFC-incorporated entity that
was formed for the purposes of the Acquisition and has not traded since its
incorporation.
The Lesha Aviation Capital division of Lesha Bank, operated via wholly-owned
subsidiaries of Lesha Bank, is a global aviation leasing and investment
platform and operates as a full-service platform providing investment
management capabilities to global aviation investors. The platform focuses on
resilient asset-backed investments across the aviation sector.
Lesha Aviation Capital currently has assets under management of c.$1.5 billion
and its current portfolio consists of 15 wide body aircraft including six
Boeing 787s, five Boeing 777-300ERs and four Airbus A350-1000s. These assets
are currently on lease to a Gulf Cooperation Council airline and a global flag
carrier.
AA4+'s current owned portfolio of 12 widebody aircraft consists of six Airbus
A380-800 aircraft, four Airbus A350-900 aircraft, and two Boeing 777-300ER
aircraft. The six A380-800 and two 777-300ER aircraft are leased to Emirates
Airlines and the four A350-900 aircraft are leased to Thai Airways.
AA4+'s current portfolio represents an attractive pool of assets, underpinned
by long-term contracted cash flows from leading global flag carriers. The
addition of these aircraft to Lesha Aviation Capital's current portfolio of
widebody aircraft increases operational scale, embeds Lesha Aviation Capital
with key partner airlines, expands Lesha Aviation Capital's presence across
important markets, and enables the acquisition of in-demand, current and new
technology aircraft. The robust cash flows associated with this scaled
portfolio enhance Lesha Aviation Capital's lease management capabilities and
support Lesha Aviation Capital's clear ambition to become a full-service
platform, offered to global aviation investors alongside investment management
capabilities.
The acquisition of AA4+ is in line with Lesha Aviation Capital's stated
strategy of:
· Focusing on modern, fuel-efficient commercial aircraft
with high residual value and strong long-term demand;
· Strong geographic diversification and exposure to a
range of global airlines;
· Active investment in current and new generation
aircraft; and
· Achieving operational excellence through its
full-service lease and investment management platform with oversight across
technical operations, asset lifecycle and performance optimisation.
The acquisition of AA4+ is the next step in the creation of a global aircraft
leasing portfolio alongside alternative aviation investments and builds upon
Lesha Aviation Capital's existing portfolio and investments made in aviation
infrastructure to date.
4 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 its advice to the AA4+ Directors, Goldman
Sachs has taken into account the commercial assessments of the AA4+ Directors.
Accordingly, the AA4+ Directors intend to recommend unanimously that AA4+
Shareholders vote in favour of the Scheme at the Court Meeting and the
resolution to be proposed 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.
5 Background to and reasons for the recommendation
Background to AA4+, its strategy and strategic review
At the time of its IPO in May 2015, AA4+ was established as a closed‑ended
investment vehicle with a defined strategy and investment policy of acquiring
and leasing wide‑body aircraft to major airlines, generating stable income
over the lease term and seeking to realise capital value on ultimate disposal
of the assets. AA4+ currently owns 12 aircraft with six A380-800s and two
B777-300ERs leased to Emirates Airlines and four A350-900s leased to Thai
Airways.
AA4+ has a track record of focusing on its investment policy, paying dividends
and, in the context of dynamic operating conditions, delivering income returns
to its shareholders. In recent years this track record has been sustained
through a period of significant challenges for the global aviation industry
and the aircraft leasing sector. The impact of COVID and the subsequent period
of macroeconomic uncertainty, high levels of inflation and high level of
interest rates had a material impact on the Company's partners. During this
period, the AA4+ Board monitored lessee performance closely and assessed the
strategic direction of the Company with a focus on maximising value and
returns for shareholders.
In December 2023, in the context of challenging aviation and aircraft leasing
market dynamics, uncertainty regarding outlook for certain of the Company's
assets and the Company's share price trading at a persistent discount to its
realisable asset value, the AA4+ Board decided to undertake a review of the
Company's strategic options to determine how best to deliver value for AA4+
Shareholders.
The strategic review considered the value to AA4+ Shareholders from a number
of options alongside its existing strategy:
· the running off the leases on an as-is basis and
realising the value of the aircraft for AA4+ Shareholders at the end of the
relevant lease after the repayment of outstanding debt;
· the sale of one or more assets with or without their
associated debt financing followed by a managed realisation process;
· the other strategic combinations or arrangements
intended to maximise value and improve shareholder outcomes;
· the potential sale of AA4+ to a third party; and
· negotiate extended or new leases provided the lease
extension terms are accretive for AA4+ Shareholders and increase the likely
disposal value of the aircraft with the extended leases.
The AA4+ Board has continued to keep all of these options under review and
monitored the feasibility of execution and ability to maximise value for AA4+
Shareholders since December 2023. As part of this process, the AA4+ Board and
its advisers undertook a structured evaluation of third party interest in a
possible offer for the Company during 2025. This included the Company and its
advisers engaging with a number of potential counterparties and conducting a
private sale process in which interested parties, including Lesha Bank, were
invited to submit proposals regarding a possible offer for AA4+. Indicative
offers were requested on a defined timetable and with an emphasis on
deliverability and executable terms. Following this engagement and evaluation,
the AA4+ Board concluded that while there was material interest in a possible
offer for AA4+ from certain investors, the proposals received did not in
aggregate deliver sufficient value, or certainty for AA4+ Shareholders.
Proposal from Lesha Bank and considerations in respect of the Acquisition
Following the conclusion of the private sale process, the AA4+ Board received
an unsolicited proposal from Lesha Bank regarding a possible cash offer for
the Company. The AA4+ Board evaluated the proposal against the alternatives
being considered as part of its strategic review and the future prospects of
AA4+. Following discussions and negotiations with Lesha Bank, which included
the provision of due diligence information by AA4+ and the receipt of revised
proposals from Lesha Bank, the AA4+ Board indicated to Lesha Bank that its
latest proposal represented a transaction structure and was on financial terms
which the AA4+ Board was minded to recommend and granted access to further
confirmatory due diligence information.
In considering the financial terms of the Acquisition and determining whether
they reflect an appropriate valuation of AA4+ and its future prospects, the
AA4+ Board took into account a number of factors including:
· The Acquisition represents attractive value and
deliverable realisation for shareholders.
o The Acquisition provides AA4+ Shareholders with the opportunity to realise
value in cash at 73 pence per share, representing a premium of 33 per cent. to
the Closing Price of 55 pence on the Latest Practicable Date, and a premium of
22 per cent. and 20 per cent. to the volume‑weighted average share prices
over the three month and 12-month periods ending on the Latest Practicable
Date, respectively.
· The Acquisition has reduced execution risk relative to
alternative strategic outcomes.
o Through a detailed, comprehensive and extended strategic review process,
the AA4+ Board has assessed a broad range of options for the Company,
including asset disposals and other strategic transactions. The AA4+ Board has
noted a number of factors which contribute to a material uncertainty in the
level of value that could be delivered to AA4+ Shareholders relative to the
certainty of a cash offer for AA4+ at this time. These factors included:
· certain of the leases held by AA4+ are now approaching maturity;
· the nature of the aircraft owned by AA4+ and the limited range of
options to realise capital value on the disposal of the assets; and
· the cyclical nature of the global aviation industry, the
potential for extended down cycle periods, and, given the nature of the
Company as a closed end investment fund, the ability to manage through such
parts of the aviation cycle.
o In this context, the Acquisition is expected to deliver greater
risk-adjusted value to AA4+ Shareholders than other options considered by the
AA4+ Board.
· The Acquisition provides immediate liquidity and
certainty versus standalone trading and realisation profile.
o The AA4+ Board recognises that the Company's shares have historically
traded with limited liquidity and at a persistent discount to realisable asset
value. In the absence of the Acquisition, AA4+ Shareholders would remain
exposed to risks associated with airline credit, asset residual values,
refinancing and the timing and pricing of future asset disposals. The
Acquisition provides AA4+ Shareholders with a clear and certain route to
realise value now, avoiding the execution risks inherent in a longer dated
realisation strategy.
Accordingly, while the AA4+ Board remains confident in its ability to deliver
appropriate value for AA4+ Shareholders from its existing assets, the AA4+
Directors believe that the Cash Consideration represents an attractive
opportunity for AA4+ Shareholders to realise an immediate and certain cash
value for their investment relative to the risks inherent in the execution of
the alternative strategic options available to AA4+ over the medium to
longer-term.
Following careful consideration of the financial terms of the Acquisition, the
combination of value and certainty that the terms of the Acquisition provides
to AA4+ Shareholders, and the above factors, the AA4+ Directors intend to
unanimously recommend that AA4+ Shareholders vote in favour of the Scheme at
the Court Meeting and the resolutions to be proposed 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 AA4+ Shares, amounting in aggregate to 291,264 AA4+ Shares representing
approximately 0.11 per cent. of the issued share capital of AA4+ as at the
Latest Practicable Date.
6 Shareholder support
LAC 10 has received irrevocable undertakings from each of the AA4+ Directors
who hold (or whose connected persons hold) AA4+ Shares to vote in favour of
the Scheme at the Court Meeting and the resolution to be proposed at the
General Meeting, in respect of a total 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. Such undertakings remain binding in the event
of a competing offer for AA4+.
LAC 10 has also received irrevocable undertakings to vote (or procure votes)
in favour of the Scheme at the Court Meeting and the resolutions to be
proposed at the General Meeting from Metage Capital in respect of a total of
17,841,324 AA4+ Shares, representing, in aggregate, approximately 6.8 per
cent. of the issued share capital of AA4+ on the Latest Practicable Date.
In addition, LAC 10 has also received non-binding letters of support from (i)
Staude Capital who intend 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 18,638,373 AA4+ Shares, representing approximately 7.2 per cent.
of the issued share capital of AA4+ on the Latest Practicable Date; and (ii)
Weiss Asset Management (for and on behalf of two funds it manages) who has an
interest in a total of 14,135,170 AA4+ Shares under swap contracts,
representing, in aggregate, approximately 5.4 per cent. of the issued share
capital of AA4+ on the Latest Practicable Date. Weiss Asset Management
confirmed 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.
LAC 10 has therefore received irrevocable undertakings and letters of support
in respect of a total of 50,906,131 AA4+ Shares representing, in aggregate,
approximately 19.5 per cent. of AA4+'s issued share capital on the Latest
Practicable Date.
Further details of these irrevocable undertakings and letters of support are
set out in Appendix III to this Announcement.
7 Information on Lesha Bank, Lesha Aviation Capital and LAC 10
Lesha Bank is an independent Shari'a-compliant bank authorised by the Qatar
Financial Center Regulatory Authority, and is listed on the Qatar Stock
Exchange (QSE: QFBQ). Lesha Bank is an active investor, as principal and
representing capital managed on behalf of its clients, in a range of asset
classes including private equity, real assets (including Aviation) and listed
securities.
Lesha Aviation Capital is a division of Lesha Bank, operated through a number
of wholly-owned subsidiaries and fund(s) managed by Lesha Bank or its
subsidiaries and is a dynamic and globally focused aviation leasing and
investment platform. Launched in 2025, Lesha Aviation Capital was created with
a clear ambition to become a full-service platform, offering both investment
management and lease management capabilities to global aviation investors.
Lesha Aviation Capital has 14 full-time employees and is led by an experienced
management team with over 200 years combined industry experience. Since
inception, Lesha Aviation Capital has built a portfolio of 15 widebody
aircraft including Boeing 777-300ERs, Boeing 787-8, Boeing 787-9, and Airbus
A350-1000 aircraft, all on-lease to global airlines and is actively pursuing
other growth opportunities in the market. Lesha Aviation Capital is
well-positioned to expand on its strong and scalable global portfolio,
supported by robust cash flow and long-term leasing arrangements. The platform
is designed to serve the growing demand for resilient, asset-backed
investments in aviation, while continually expanding its presence across key
markets.
LAC 10 is a newly incorporated wholly-owned direct subsidiary of Lesha Bank.
LAC 10 is a QFC-incorporated entity that was formed for the purposes of the
Acquisition and has not traded since its incorporation.
8 Information on AA4+
AA4+ is a non-cellular company limited by shares, registered and incorporated
in Guernsey, having its shares listed on the Specialist Fund Segment of the
London Stock Exchange's Main Market since May 2015.
AA4+'s investment objective is to obtain income returns and a capital return
for its shareholders by acquiring, leasing and then selling aircraft. AA4+
currently has a portfolio of six A380, two B777-300ER and four A350-900
aircraft, all on long-term leases to either Emirates Airlines or Thai Airways.
AA4+'s asset manager is Amedeo Limited ("Amedeo"). Amedeo is a global leading
aircraft asset manager known for its end-to-end servicing capabilities, with
$2 billion AUM (as of May 2025). Amedeo has expertise in managing wide-body
aircraft, with 20 currently in their portfolio.
9
Lesha Bank and LAC 10's intentions for AA4+ and its business
Strategic plans
As noted in paragraph 3, Lesha Bank believes that AA4+'s portfolio of assets
is complementary to its existing aircraft portfolio and that its acquisition
is consistent with Lesha Aviation Capital's ambition to become a full-service
investment and lease management platform for global aviation investors.
Subject to the discussions referenced below, Lesha Bank and LAC 10 intend to
continue to manage AA4+'s portfolio of 12 aircraft post-completion in the
ordinary course with a view to maximising value for AA4+, which may include
but is not limited to the exploration of additional leases, sale and/or
potential refinancing opportunities. In particular, given the limited
secondary market demand for Airbus A380-800 aircraft and the high cost of
transitioning such aircraft to other operators, Lesha Bank and LAC 10 intend
to reach agreement with Emirates Airlines in relation to the post-completion
sale of the six Airbus A380-800 aircraft in AA4+'s portfolio at the expiry of
the current lease terms (and have recorded that intention in a non-binding
letter of intent).
Lesha Bank intends to ensure that its investment in LAC 10 and its assets
remains Shari'a compliant, which may include the post-completion transfer of
LAC 10 or its assets to another fund or entity owned or managed by Lesha Bank.
Employment, management and pensions
AA4+ has no executive directors, management or employment of its own and
therefore does not operate any pension schemes. Its operations are conducted
under the AMA with Amedeo.
Following completion of the Acquisition, Lesha Bank and LAC 10 intend for
Amedeo to continue to provide asset management services, in accordance with
the terms of the existing AMA.
Following completion, AA4+ will not require listed company governance
structures. Accordingly, on the completion of the Acquisition, each of the
directors of AA4+ will resign from their office as director. Lesha Bank is
grateful to the directors of AA4+ for their stewardship of AA4+.
Fixed assets, research and development and headquarters
AA4+ has no place of business, fixed assets (other than its aircraft
portfolio), research and development function or headquarters. Lesha Bank and
LAC 10 have no intention to change this following the Effective Date.
The registered office of AA4+ will remain unchanged following completion of
the Acquisition.
Trading facilities
The AA4+ Shares are currently admitted to trading on the London Stock
Exchange. As set out in paragraph 14 of this announcement, it is intended
that, shortly before the Effective Date, an application will be made to the
London Stock Exchange to cancel the admission to trading of the AA4+ Shares,
with such cancellation expected to take effect on or shortly after the
Effective Date.
No post-offer undertakings
None of the statements in this paragraph 9 constitute "post-offer
undertakings" for the purposes of Rule 19.5 of the Code.
10 Financing
The Cash Consideration payable to AA4+ Shareholders under the terms of the
Acquisition will be made available from existing cash resources of Lesha Bank
and its subsidiaries.
It is currently contemplated that LAC 10 and Lesha Bank may substitute such
funding prior to the Effective Date, in whole or in part, with
Shari'a-compliant financing arrangements which may be provided by Lesha
Aviation Fund, a Cayman fund managed by Lesha Bank (or another entity owned or
managed or controlled by, or affiliated with, Lesha Bank).
Rothschild & Co, in its capacity as financial adviser to LAC 10, confirms
that it is satisfied that sufficient resources are available to LAC 10 to
satisfy in full the Cash Consideration payable to AA4+ Shareholders under the
terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
11 Dividends
If, on or after the date of this Announcement and 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 Announcement 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.
12 Offer-related arrangements
Confidentiality Undertaking
AA4+ and Lesha Bank entered into a confidentiality agreement on 28 May 2025
(the "Confidentiality Undertaking") pursuant to which Lesha Bank has
undertaken to keep confidential certain information relating to, inter alia,
the Acquisition and AA4+ and not to disclose it to third parties (other than
certain permitted parties) unless required by law or regulation. The
confidentiality obligations under the Confidentiality Undertaking shall
terminate on the earlier of completion of the Acquisition and two years
following the date of the Confidentiality Undertaking. The Confidentiality
Undertaking also contains non-solicit and standstill provisions, applicable
for 12 months from the date of the Confidentiality Undertaking respectively,
in each case subject to customary carve outs.
Co-operation Agreement
On the date of this Announcement, Lesha Bank, LAC 10 and AA4+ entered into a
co-operation agreement (the "Co-operation Agreement") in relation to the
Acquisition. Pursuant to the Co-operation Agreement:
· Lesha Bank, LAC 10 and AA4+ have agreed to certain
customary undertakings to co-operate in relation to the satisfaction of the
Regulatory Conditions;
· Lesha Bank has agreed to, and to procure that LAC 10
shall:
o co-operate with AA4+ and its advisers and take any and all actions
necessary (or which reasonably appear to be necessary) to implement the
Acquisition substantially in the form contemplated by this Announcement,
together with such other terms as may be agreed by Lesha Bank, LAC 10 and AA4+
in writing;
o take, and procure that each member of the Wider Lesha Bank Group shall
take, any and all actions which are necessary or reasonably appear to be
necessary to achieve the satisfaction of the Regulatory Conditions in
sufficient time so as to enable completion of the Acquisition to occur by the
Long Stop Date; and
o submit, as promptly as reasonably practicable following the date of this
Announcement, any filings (or draft filings where required or customary) with
any regulatory authority in connection with the Regulatory Conditions and any
other filing as agreed between Lesha Bank, LAC 10 and AA4+ as necessary for
the implementation of the Acquisition.
The Co-operation Agreement shall be terminated with immediate effect:
o if such termination is agreed in writing between Lesha Bank, LAC 10 and
AA4+ at any time prior to the Effective Date;
o if, prior to the Long Stop Date, a competing proposal completes, becomes
effective or is declared or becomes unconditional;
o upon service of written notice by LAC 10 to AA4+ if: (i) prior to the Long
Stop Date, a third party offer for AA4+ is publicly recommended by the AA4+
Directors; (ii) the AA4+ Directors change their recommendation in respect of
the Acquisition in certain circumstances; or (iii) the Acquisition is being
implemented by way of the Scheme and the Court Meeting and/or the General
Meeting is not held on or before the 22nd day after the expected date of such
meetings to be set out in the Scheme Document (or such later date, if any as
may be agreed in writing between LAC 10 and AA4+); and
o upon service of written notice by either LAC 10 or AA4+ to the other if:
(i) the Acquisition is being implemented by way of Scheme, the Scheme is not
approved by the requisite majority of AA4+ Shareholders at the Court Meeting
or the resolutions are not passed by the requisite majority of AA4+
Shareholders at the General Meeting; (ii) the Acquisition is being implemented
by way of Scheme, the Court refuses to sanction the Scheme definitively; or
(iii) prior to the Long Stop Date, a third party offer for AA4+ completes,
becomes effective or is declared or becomes unconditional.
13 Structure of and Conditions to the Acquisition
It is intended that the Acquisition will be effected by means of a
Court-approved scheme of arrangement between AA4+ and the Scheme Shareholders
under Part VIII of the Companies Law, although LAC 10 and Lesha Bank reserve
the right to implement the Acquisition by means of a Takeover Offer (with the
Panel's consent).
The purpose of the Scheme is to provide for LAC 10 (and/or one or more
entities owned or managed or controlled by, or affiliated with, Lesha Bank) to
become the holder of the entire issued share capital of AA4+. This is to be
achieved by the transfer of the Scheme Shares to LAC 10 (and/or one or more
entities owned or managed or controlled by, or affiliated with, Lesha Bank),
in consideration for which the Scheme Shareholders shall receive the Cash
Consideration. LAC 10 reserves the right to elect that some or all of the
Scheme Shares are acquired by one or more entities owned or managed or
controlled by, or affiliated with, Lesha Bank.
The Acquisition shall be subject to the Conditions and further terms set out
below and in Appendix I to this Announcement and to be set out in the Scheme
Document and shall only become Effective, if, among other things, the
following events occur on or before the Long Stop Date:
· the approval of the Scheme by a majority in number of the 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 the votes cast by those
Scheme Shareholders;
· the resolutions required to approve and implement the Scheme
being duly passed by AA4+ Shareholders representing the requisite majority or
majorities of votes cast at the General Meeting (or any adjournment or
postponement thereof); and
· the sanction of the Scheme by the Court (with or without
modification, but subject to any modification being on terms acceptable to
AA4+ and LAC 10).
The Acquisition will also be conditional upon the receipt of the UAE merger
control clearance as detailed in Appendix I to this Announcement.
The Scheme will lapse if:
· either the Court Meeting and the General Meeting are not held on
or before the 22nd day after the expected date of such meetings to be set out
in the Scheme Document in due course (or such later date, if any, (a) as LAC
10 and AA4+ may agree or (b) (in a competitive situation) as may be specified
by LAC 10 with the consent of the Panel, and in each case that (if so
required) the Court may allow);
· the Court Hearing is not held on or before the 22nd day after the
expected date of such hearing as first announced by AA4+ through a Regulatory
Information Service (or such later date, if any, (a) as LAC 10 and AA4+ may
agree or (b) (in a competitive situation) as may be specified by LAC 10 with
the consent of the Panel, and in each case that (if so required) the Court may
allow); or
· the Scheme does not become Effective on or before the Long Stop
Date.
Subject to satisfaction (or waiver, where applicable) of the Conditions, the
Scheme is expected to become Effective during Q3 2026.
Upon the Scheme becoming Effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted, or how
they voted, at the Court Meeting or the General Meeting. The Cash
Consideration for the Acquisition will be despatched to Scheme Shareholders no
later than 14 days after the Effective Date.
AA4+ Shares which will be acquired pursuant to the Acquisition will be
acquired fully paid and free from all liens, equities, charges, encumbrances,
options, rights of pre-emption and any other third party rights and interests
of any nature whatsoever and together with all rights now or hereafter
attaching or accruing to them, including, without limitation, voting rights
and the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid or any other return of capital
or value by reference to a record date falling on or after the Effective Date.
Except with the Panel's consent, settlement of the Cash Consideration to which
any Scheme Shareholder is entitled under the Scheme will be implemented in
full in accordance with the terms of the Scheme without regard to any lien,
right of set-off, counterclaim or other analogous right to which LAC 10 may
otherwise be, or claim to be, entitled as against such Scheme Shareholder and
will be effected in the manner described in this Announcement.
Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document, which shall be
distributed to AA4+ Shareholders (along with the Forms of Proxy for use in
connection with the Court Meeting and the General Meeting) in due course.
The Scheme will be governed by Guernsey law and will be subject to the
jurisdiction of the Court. The Acquisition and the Scheme will also be subject
to, among other things, the applicable requirements of the Code, the Panel,
the London Stock Exchange, the Companies Law, the Financial Conduct Authority
and the Listing Rules.
14 Cancellation of admission to trading
It is intended that dealings in, and registration of transfers of, AA4+ Shares
will be suspended shortly before the Effective Date at a time to be set out in
the Scheme Document. It is further intended that applications will be made to
the London Stock Exchange to cancel trading in AA4+ Shares on the Main Market
of the London Stock Exchange, with effect from or shortly following the
Effective Date.
On the first Business Day after the Effective Date, entitlements to AA4+
Shares held within the CREST system will be cancelled, and share certificates
in respect of AA4+ Shares will cease to be valid.
15 Disclosure of Interests in AA4+
Except for the irrevocable undertakings and letters of support referred to in
paragraph 6 above and Appendix III, as at the date of this Announcement,
neither LAC 10, Lesha Bank, nor any of the Lesha Bank directors or Lesha
Bank-appointed LAC 10 directors, nor, so far as LAC 10 or Lesha Bank is aware,
any person acting in concert (within the meaning of the Code) with LAC 10 for
the purposes of the Acquisition:
· has any interest in, or right to subscribe for, any AA4+ Shares
nor does any such person have any short position in AA4+ Shares, including any
short position under a derivative, any agreement to sell, any delivery
obligation or right to require another person to purchase or take delivery of
AA4+ Shares;
· has borrowed or lent any AA4+ Shares or entered into any
financial collateral arrangements relating to AA4+ Shares; or
· is party to any dealing of the kind referred to in Note 11 on the
definition of acting in concert in the Code in relation to the relevant
securities of AA4+.
16 General
LAC 10 and Lesha Bank reserve the right to elect (with the consent of the
Panel) to implement the Acquisition by way of a Takeover Offer for the AA4+
Shares as an alternative to the Scheme. In such event, the Takeover Offer
shall be implemented on the same terms, so far as applicable, as those which
would apply to the Scheme, subject to appropriate amendments, including
(without limitation) an acceptance condition set at a level permitted by the
Panel.
The Acquisition shall be made subject to the Conditions and further terms set
out in Appendix I to this Announcement and to be set out in the Scheme
Document. The bases and sources of certain financial information contained in
this Announcement are set out in Appendix II to this Announcement. A summary
of the irrevocable undertakings and letters of support given in relation to
the Acquisition is contained in Appendix III to this Announcement. Certain
terms used in this Announcement are defined in Appendix IV to this
Announcement.
The Scheme Document, containing further information about the Acquisition and
notices of the Court Meeting and the General Meeting will be distributed to
AA4+ Shareholders (along with the Forms of Proxy for use in connection with
the Court Meeting and the General Meeting) as soon as reasonably practicable
and, in any event, within 28 days of the date of this Announcement (or such
later time (if any) as LAC 10, AA4+ and the Panel agree and, if required, the
Court may approve).
Rothschild & Co, Goldman Sachs and Panmure Liberum have each given and not
withdrawn their consent to the publication of this Announcement with the
inclusion herein of the references to their names in the form and context in
which they appear.
17 Documents available on website
Copies of the following documents will be made available on Lesha Bank's
website at
https://www.leshabank.com/investor-relations/offer-for-amedeo-air-four-plus-limited/
and AA4+'s website at https://www.aa4plus.gg/ until the Effective Date:
· this Announcement;
· the Confidentiality Undertaking;
· the Co-operation Agreement;
· the irrevocable undertakings and letters of support
referred to in paragraph 6 above and summarised in Appendix III to this
Announcement; and
· the written consent letters from each of Rothschild
& Co, Goldman Sachs and Panmure Liberum referred to in paragraph 16
above.
The contents of the websites referred to in this Announcement and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Enquiries:
Rothschild & Co +44 (0) 20 7280 5000
(Financial Adviser to LAC 10)
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
(https://www.google.com/search?gs_ssp=eJzj4tZP1zcsKSs0zjU2MGC0UjWoMLEwNzNMTkxKNTe2NDIxt7QyqEixME4xMDEyMzNKSzQxNUzxEitIzMstLUpVyMlMSi0qzVXIyc9Lyc8DACksFtA&q=panmure+liberum+london&rlz=1C1GCEB_enGB924GB939&oq=PANMIRE+LIBERU%2C&gs_lcrp=EgZjaHJvbWUqDwgBEC4YDRivARjHARiABDIGCAAQRRg5Mg8IARAuGA0YrwEYxwEYgAQyCQgCEAAYDRiABDIJCAMQABgNGIAEMgkIBBAAGA0YgAQyCQgFEAAYDRiABDIJCAYQABgNGIAEMgkIBxAAGA0YgAQyCQgIEAAYDRiABNIBCDcxNDBqMGo0qAIAsAIB&sourceid=chrome&ie=UTF-8)
(Corporate Broker to AA4+)
Chris Clarke
Clifford Chance LLP is acting as legal adviser to LAC 10 and Lesha Bank.
Norton Rose Fulbright LLP is acting as legal adviser to AA4+.
Important notices
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.
Goldman Sachs International ("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 matters referred
to in this Announcement and will not be responsible to anyone other than AA4+
for providing the protections afforded to clients of Goldman Sachs, or for
providing advice in relation to the matters referred to in this Announcement.
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.
Inside information
This Announcement contains inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018. Upon the publication of this
Announcement via a Regulatory Information Service, this inside information
will be considered to be in the public domain.
The person responsible for arranging for the release of this Announcement on
behalf of AA4+ is Robin Hallam, Chairman.
AA4+'s LEI number is: 21380056PDNOTWERG107.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the Announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the Announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they shall
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
http://www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.
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. 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 any related forms of proxy (or, in the case of
a Takeover Offer, forms of acceptance), will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Scheme (or, in the case of a Takeover Offer, how to accept the Takeover
Offer). Any decision in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer Document).
AA4+ will prepare the Scheme Document to be distributed to AA4+ Shareholders.
AA4+, LAC 10 and Lesha Bank urge AA4+ Shareholders to read the Scheme Document
(or any other document by which the Acquisition is made) in full when it
becomes available because it will contain important information relating to
the Acquisition, including details of how to vote in respect of the Scheme.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time 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 does not constitute a prospectus or prospectus equivalent
document.
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.
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 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 distribute or send them in, into or from
such Restricted Jurisdiction. If the Acquisition is implemented by way of
Takeover Offer (unless otherwise permitted by applicable law or 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 has 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 should be relied on for any
other purpose.
The Acquisition shall be 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 investors in the United States
The Acquisition relates to shares of a Guernsey company traded on the Main
Market and is proposed to be effected by means of a scheme of arrangement
provided for under the Companies Law of Guernsey. A transaction effected by
means of a scheme of arrangement governed by the laws of Guernsey is not
subject to the tender offer rules or the proxy solicitation rules under the US
Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and procedural
requirements applicable to schemes of arrangements involving a target company
incorporated in Guernsey and listed on the Main Market which differ from the
requirements of United States tender offer and proxy solicitation rules.
However, if LAC 10 or Lesha Bank were to elect to implement the Acquisition by
means of a Takeover Offer and determines to extend such Takeover Offer into
the United States, such Takeover Offer shall be made in compliance with all
applicable United States laws and regulations, including, without limitation,
to the extent applicable, Section 14(e) of the US Exchange Act and Regulation
14E thereunder. Such a Takeover Offer would be made in the United States by
LAC 10 or Lesha Bank and no one else.
In the event that the Acquisition is implemented by way of Takeover Offer, in
accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b)
of 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 such Takeover Offer,
during the period in which such Takeover Offer would remain open for
acceptance. 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 shall be disclosed as required in the
UK, shall be available to all investors (including US investors) via a
Regulatory Information Service and shall also be available on the London Stock
Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) .
The receipt of consideration by a US holder for the transfer of its AA4+
Shares pursuant to the Scheme is likely to be a taxable transaction for United
States federal income tax purposes and under applicable US state and local, as
well as overseas and other, tax laws. Each AA4+ Shareholder is urged to
consult their independent professional advisers immediately regarding the tax
consequences of the Acquisition applicable to them, including under applicable
United States federal state and local, as well as overseas and other, tax
laws.
Financial information relating to AA4+ included in this announcement and the
Scheme Document has been or shall have been prepared in accordance with
accounting standards applicable in Guernsey and the United Kingdom and may not
be comparable to financial information of United States 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 Guernsey
and the United Kingdom. None of the financial information in this announcement
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.
Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disproved or passed judgment upon the fairness or
the merits of the Acquisition or determined if this announcement is adequate,
accurate or complete. Any representation to the contrary is a criminal offence
in the United States.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), 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 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.
No profit forecasts or estimates
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for AA4+ for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for AA4+.
Information relating to AA4+ Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by AA4+ Shareholders, persons with information rights and other
relevant persons for the receipt of communications from AA4+ may be provided
to LAC 10 and Lesha Bank during the offer period as requested under Section 4
of Appendix 4 of the Code.
Publication on website and availability of hard copies
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/
and AA4+'s website at https://www.aa4plus.gg/ respectively 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.
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Code, AA4+ Shareholders and persons with
information rights may request a hard copy of this Announcement, free of
charge, by contacting MUFG Corporate Markets (Guernsey) Limited during
business hours on +44 (0)371 664 0300 (lines are open from 9.00 a.m. to 5.30
p.m., Monday to Friday (excluding public holidays in England and Wales)). For
persons who receive a copy of this Announcement in electronic form or via a
website notification, a hard copy of this announcement will not be sent unless
so requested. A person so entitled may also request that all future documents,
announcements and information in relation to the Acquisition be sent to them
in hard copy form.
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.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, AA4+ confirms that as at the date of
this Announcement, it has in issue and admitted to trading on the Main Market
260,485,247 redeemable ordinary shares of no par value. No AA4+ Shares are
held in treasury. The International Securities Identification Number (ISIN) of
AA4+ Shares is GG00BQKNKR70.
General
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE ACQUISITION
Part A: Conditions to the Scheme and the Acquisition
1 The Acquisition is conditional upon the Scheme becoming
unconditional and Effective, subject to the provisions of the Code, by no
later than the Long Stop Date.
2 The Scheme shall be subject to the following conditions:
(a)
(i) its approval by a majority in number of the Scheme
Shareholders who are present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting and at any separate class meeting
which may be required (or any adjournment or postponement thereof), and who
represent not less than 75 per cent. of the votes cast by those Scheme
Shareholders; and
(ii) such Court Meeting and any such separate class meeting
(or any adjournment or postponement thereof) being held on or before the 22nd
day after the expected date of the Court Meeting to be set out in the Scheme
Document in due course (or such later date, if any, (a) as LAC 10 and AA4+ may
agree or (b) (in a competitive situation) as may be specified by LAC 10 with
the consent of the Panel, and in each case (if so required) with the approval
of the Court);
(b)
(i) the resolution(s) required to 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); and
(ii) such General Meeting (or any adjournment or
postponement thereof) being held on or before the 22nd day after the expected
date of such meeting to be set out in the Scheme Document in due course (or
such later date, if any, (a) as LAC 10 and AA4+ may agree or (b) (in a
competitive situation) as may be specified by LAC 10 with the consent of the
Panel, and in each case (if so required) with the approval of the Court); and
(c)
(i) the sanction of the Scheme by the Court (with or
without modification, but subject to any modification being on terms
acceptable to AA4+ and LAC 10) and the delivery of a copy of the Court Order
to the Registrar of Companies; and
(ii) the Court Hearing being held on or before the 22nd day
after the expected date of the Court Hearing as first announced by AA4+
through a Regulatory Information Service (or such later date, if any, (a) as
LAC 10 and AA4+ may agree or (b) (in a competitive situation) as may be
specified by LAC 10 with the consent of the Panel, and in each case (if so
required) with the approval of the Court).
3 In addition, subject as stated in Part B below and to the
requirements of the Panel, the Acquisition shall be conditional upon the
following Conditions and, accordingly, sanction of the Scheme by the Court
will not be sought unless such Conditions (as amended, if appropriate) have
been satisfied or, where relevant, waived:
UAE merger control clearance
(a) all necessary consents, approvals, waivers, exemptions or
clearances of the Competition Department of the Ministry of Economy of the UAE
(the "Competition Department") under any applicable merger control laws in the
UAE (from time to time in force) having been obtained with or without
conditions, or such mandatory waiting and other necessary time periods
(including extensions thereof), if any, having been terminated due to the
Competition Department declining to exercise jurisdiction over the
Acquisition.
Official authorisations, regulatory clearances and third party clearances
(b) other than in relation to the matters referred to in Condition
3(a):
(i) the waiver (or non-exercise within any applicable time
limits) by any relevant government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution, any entity owned or controlled
by any relevant government or state, or any other body or person whatsoever in
any jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider AA4+ Group taken as a whole or in the context of the Acquisition)
arising as a result of or in connection with the Acquisition including,
without limitation, its implementation and financing or the proposed direct or
indirect acquisition of any shares or other securities in, or control or
management of, AA4+ by Lesha Bank or any member of the Wider Lesha Bank Group;
(ii) all notifications, filings or applications which are
necessary or appropriate having been made in connection with the Acquisition
and all statutory or regulatory obligations in any jurisdiction having been
complied with in connection with the Acquisition or the acquisition by any
member of the Wider Lesha Bank Group of any shares or other securities in, or
control of, AA4+ and all authorisations, orders, grants, recognitions,
determinations, confirmations, consents, licences, clearances, permissions,
exemptions and approvals deemed necessary or appropriate by LAC 10 or any
member of the Wider Lesha Bank Group for or in respect of the Acquisition
including, without limitation, its implementation and financing or the
proposed direct or indirect acquisition of any shares or other securities in,
or control of, AA4+ or any member of the Wider AA4+ Group by any member of the
Wider Lesha Bank Group having been obtained in terms and in a form
satisfactory to Lesha Bank from all appropriate Third Parties or persons with
whom any member of the Wider AA4+ Group has entered into contractual
arrangements and all such authorisations, orders, grants, recognitions,
determinations, confirmations, consents, licences, clearances, permissions,
exemptions and approvals deemed necessary or appropriate to carry on the
business of any member of the Wider AA4+ Group which are material in the
context of the Wider Lesha Bank Group or the AA4+ Group as a whole or for or
in respect of the Acquisition including, without limitation, its
implementation or financing remaining in full force and effect and all filings
necessary for such purpose having been made and there being no notice or
intimation of any intention to revoke or not to renew any of the same at the
time at which the Acquisition becomes otherwise unconditional and all
necessary statutory or regulatory obligations in any jurisdiction having been
complied with;
(iii) no Third Party having given notice of a decision to
take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference (and, in each case, not having withdrawn
the same), or having required any action to be taken or otherwise having done
anything, or having enacted, made or proposed any statute, regulation,
decision or order, or change to published practice or having taken any other
step, and there not continuing to be outstanding any statute, regulation,
decision or order, which in each case would or might reasonably be expected
to:
(A) require, prevent or delay the divestiture, or alter the terms envisaged
for any proposed divestiture by any member of the Wider Lesha Bank Group or
any member of the Wider AA4+ Group of all or any portion of their respective
businesses, assets or property (including, shares or other securities (or
equivalent)) or impose any limitation on the ability of any of them to conduct
their respective businesses (or any of them) or to own any of their respective
assets or properties or any part thereof which, in any such case, is material
in the context of the Wider Lesha Bank Group or the Wider AA4+ Group in either
case taken as a whole or in the context of the Acquisition;
(B) require, prevent or delay the divestiture by any member of the Wider
Lesha Bank Group or the Wider AA4+ Group of any assets, shares or other
securities (or the equivalent) in any member of the Wider Lesha Bank Group or
the Wider AA4+ Group (other than pursuant to the Acquisition), which, in any
such case, is material in the context of the Wider Lesha Bank Group or the
Wider AA4+ Group, in either case taken as a whole or in the context of the
Acquisition;
(C) impose any limitation on, or result in a delay in, the ability of any
member of the Wider Lesha Bank Group directly or indirectly to acquire or to
hold or to exercise effectively any rights of ownership in respect of shares
or loans or securities convertible into shares or any other securities (or the
equivalent) in any member of the Wider AA4+ Group or the Wider Lesha Bank
Group or to exercise voting or management control over any such member;
(D) otherwise adversely affect any or all of the business, assets, profits
or prospects of any member of the Wider Lesha Bank Group or of any member of
the Wider AA4+ Group to an extent which is material in the context of the
Wider Lesha Bank Group or the Wider AA4+ Group in either case taken as a whole
or in the context of the Acquisition;
(E) make the Acquisition or its implementation or the acquisition or
proposed acquisition by Lesha Bank or any member of the Wider Lesha Bank Group
of any shares or other securities in, or control of AA4+ void, illegal, and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly prevent, restrain, restrict, prohibit, delay, challenge or
otherwise interfere with the same, or impose additional conditions or
obligations with respect thereto;
(F) require any member of the Wider Lesha Bank Group or the Wider AA4+ Group
to offer to acquire any shares or other securities (or the equivalent) or
interest in any member of the Wider AA4+ Group or the Wider Lesha Bank Group
owned by any third party;
(G) impose any limitation on, or result in any delay in, the ability of any
member of the Wider Lesha Bank Group or any member of the Wider AA4+ Group to
conduct, integrate or co-ordinate all, or any part of its business, with all
or any part of the businesses of any other members of the Wider Lesha Bank
Group and/or the Wider AA4+ Group in a manner which is adverse to and material
in the context of the Wider Lesha Bank Group or Wider AA4+ Group, in either
case taken as a whole or in the context of the Acquisition; or
(H) result in any member of the Wider AA4+ Group ceasing to be able to carry
on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or
reference or any other step under the laws of any jurisdiction in respect of
the Acquisition or the acquisition or proposed acquisition of any AA4+ Shares
having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement etc.
(c) save as Disclosed, there being no provision of any
agreement, arrangement, licence, permit or other instrument to which any
member of the Wider AA4+ Group is a party or by or to which any such member or
any of its assets may be bound, entitled or subject, or any circumstance which
in consequence of the Acquisition or the acquisition or proposed acquisition
of any shares or other securities (or equivalent) in AA4+ or because of a
change in the control or management of AA4+ or otherwise, could or might
result in any of the following to an extent which is material and adverse in
the context of the Wider AA4+ Group, or the Wider Lesha Bank Group, in either
case taken as a whole, or in the context of the Acquisition:
(i) any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any such member,
being or becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or affected or any
obligation or liability arising or any action being taken or arising
thereunder;
(iii) any asset or interest of any such member being or
failing to be disposed of or charged or ceasing to be available to any such
member or any right arising under which any such asset or interest could be
required to be disposed of or charged or could cease to be available to any
such member otherwise than in the ordinary course of business;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business, property,
assets or interest of any such member;
(v) the rights, liabilities, obligations or interests of any
such member, or the business of any such member with, any person, firm,
company or body (or any arrangement or arrangements relating to any such
interest or business) being terminated, adversely modified or affected;
(vi) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business
under any name under which it presently does so;
(viii) the creation or acceleration of any liability, actual or
contingent, by any such member (including any tax liability or any obligation
to obtain or acquire any authorisation, order, grant, recognition,
determination, confirmation, consent, licence, clearance, permission,
exemption, approval, notice, waiver, concession, agreement or exemption from
any Third Party or any person) other than trade creditors or other liabilities
incurred in the ordinary course of business or in connection with the
Acquisition;
(ix) any liability of any such member to make any severance,
termination, bonus or other payment to any of its directors or other officers
other than in the ordinary course of business; or
(x) any requirement of any such member to acquire,
subscribe, pay up or repay any shares or other securities (or the equivalent),
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider AA4+ Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (x) of this Condition;
Certain events occurring since Last Accounts Date
(d) save as Disclosed, no member of the Wider AA4+ Group having,
since the Last Accounts Date:
(i) save as between AA4+ and wholly-owned subsidiaries of
AA4+, issued or agreed to issue, authorised or proposed or announced an
intention to propose the issue of additional securities convertible into
shares of any class;
(ii) save as between AA4+ and wholly-owned subsidiaries of
AA4+, issued or agreed to issue, authorised or proposed or announced an
intention to propose the issue of securities convertible into shares of any
class or rights, warrants or options to subscribe for, or acquire, any such
shares or convertible securities;
(iii) other than to another member of the AA4+ Group,
recommended, declared, paid or made or made or proposed to recommend, declare,
pay or make any bonus issue, dividend or other distribution whether payable in
cash or otherwise;
(iv) save for intra-AA4+ Group transactions, merged or
demerged with any body corporate or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over any assets or any
right, title or interest in any asset (including shares and trade investments)
or authorised or proposed or announced any intention to propose any merger,
demerger, acquisition or disposal, transfer, mortgage, charge or security
interest, in each case, other than in the ordinary course of business and, in
each case, to the extent which is material in the context of the Wider AA4+
Group taken as a whole or in the context of the Acquisition;
(v) save for intra-AA4+ Group transactions, made or
authorised or proposed or announced an intention to propose any change in its
loan capital, in each case, to the extent which is material in the context of
the Wider AA4+ Group taken as a whole or in the context of the Acquisition;
(vi) save for intra-AA4+ Group transactions, issued,
authorised or proposed the issue of, or made any change in or to, any
debentures or, save in the ordinary course of business, incurred or increased
any indebtedness or become subject to any contingent liability;
(vii) entered into any exclusive licence or other disposal of
intellectual property rights of any member of the Wider AA4+ Group, which are
material in the context of the Wider AA4+ Group taken as a whole and outside
of the ordinary course of business;
(viii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraphs (i) or (ii)
above, made any other change to any part of its share capital in each case, to
the extent which is material in the context of the Wider AA4+ Group taken as a
whole or in the context of the Acquisition;
(ix) save for intra-AA4+ Group transactions, implemented, or
authorised, proposed or announced its intention to implement, any
reconstruction, conversion, migration, merger, demerger, amalgamation, scheme,
commitment or other transaction or arrangement otherwise than in the ordinary
course of business;
(x) entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract, transaction,
arrangement, agreement or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, onerous or unusual nature
or magnitude or which is or could be restrictive on the business of any member
of the Wider AA4+ Group or the Wider Lesha Bank Group or which involves or
could involve an obligation of such a nature or magnitude which is other than
in the ordinary course of business and which is material in the context of the
Wider AA4+ Group taken as a whole or in the context of the Acquisition;
(xi) (other than in respect of a member which is dormant and
was solvent at the relevant time) taken any corporate action or steps or had
any legal proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, or petition
presented or made for its winding-up, dissolution or reorganisation or for the
appointment of a receiver, administrative receiver, administrator, manager,
trustee or similar officer of all or any part of its assets or revenues or any
analogous proceedings in any jurisdiction or appointed any analogous person in
any jurisdiction or had any such person appointed, in each case, to the extent
which is material in the context of the Wider AA4+ Group taken as a whole or
in the context of the Acquisition;
(xii) entered into or implemented any joint venture, asset or
profit sharing arrangement, partnership or merger of business or corporate
entities which is material in the context of the Wider AA4+ Group taken as a
whole;
(xiii) entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider AA4+ Group or
the Wider Lesha Bank Group other than of a nature and extent which is normal
in the context of the business concerned;
(xiv) waived, compromised or settled any claim otherwise than in
the ordinary course of business which is material in the context of the Wider
AA4+ Group taken as a whole or in the context of the Acquisition;
(xv) made any material alteration to its memorandum or articles
of association or other incorporation documents;
(xvi) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its creditors with
a view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business;
(xvii) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or passed any
resolution or made any offer (which remains open for acceptance) with respect
to or announced any intention to, or proposed to, effect any of the
transactions, matters or events referred to in this Condition 3(d);
(xviii) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of AA4+
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Code;
(xix) entered into or varied or authorised, proposed or announced
its intention to enter into or vary in a material way the terms of, any
contract, agreement, commitment or arrangement with any of the directors or
senior executives of any members of the Wider AA4+ Group; or
(xx) waived or compromised any claim which is material in the
context of the Wider AA4+ Group taken as a whole or in the context of the
Acquisition, otherwise than in the ordinary course;
No adverse change, litigation or regulatory enquiry
(e) save as Disclosed, since the Last Accounts Date:
(i) no adverse change or deterioration having occurred in
the business, assets, value, financial or trading position or profits or
prospects or operational performance of any member of the Wider AA4+ Group
which, in any such case, is material in the context of the Wider AA4+ Group
taken as a whole or in the context of the Acquisition and no circumstances
have arisen which would or might reasonably be expected to result in such
adverse change or deterioration;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider AA4+ Group is or may
become a party (whether as a plaintiff, defendant or otherwise) and no
enquiry, review or investigation by, or complaint or reference to, any Third
Party or other investigative body against or in respect of any member of the
Wider AA4+ Group having been instituted, announced, implemented or threatened
by or against or remaining outstanding in respect of any member of the Wider
AA4+ Group which in any such case has had or might reasonably be expected to
have a material adverse effect on the Wider AA4+ Group taken as a whole or in
the context of the Acquisition;
(iii) no contingent or other liability of any member of the
Wider AA4+ Group having arisen or become apparent to LAC 10 or increased which
has had or might reasonably be expected to have a material adverse effect on
the Wider AA4+ Group taken as a whole or in the context of the Acquisition;
(iv) no enquiry or investigation by, or complaint or reference
to, any Third Party having been threatened, announced, implemented, instituted
by or remaining outstanding against or in respect of any member by or the
Wider AA4+ Group which in any case is material in the context of the Wider
AA4+ Group taken as a whole;
(v) no member of the Wider AA4+ Group having conducted its
business in breach of any applicable laws and regulations and which is
material in the context of the Wider AA4+ Group as a whole or in the context
of the Acquisition; and
(vi) no steps having been taken, and no omissions having been
made, which are likely to result in the withdrawal, cancellation, termination
or modification of any licence or permit held by any member of the Wider AA4+
Group which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which has had, or
would reasonably be expected to have, an adverse effect which is material in
the context of the Wider AA4+ Group taken as a whole or in the context of the
Acquisition;
No discovery of certain matters
(f) save as Disclosed, LAC 10 not having discovered:
(i) that any financial, business or other information
concerning the Wider AA4+ Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider AA4+ Group is
misleading, contains a misrepresentation of fact or omits to state a fact
necessary to make that information not misleading, in each case, to an extent
which is material in the context of the Wider AA4+ Group taken as a whole or
in the context of the Acquisition;
(ii) that any member of the Wider AA4+ Group or partnership,
company or other entity in which any member of the Wider AA4+ Group has a
significant economic interest and which is not a subsidiary undertaking of
AA4+, is subject to any liability (contingent or otherwise) which is not
disclosed in the annual report and accounts of AA4+ Group for the financial
year ended 31 March 2025 or the half-yearly report and unaudited consolidated
condensed interim financial statements of AA4+ Group for the financial period
from 1 April 2025 to 30 September 2025, in each case, to the extent which is
material in the context of the Wider AA4+ Group taken as a whole or in the
context of the Acquisition; or
(iii) any information which affects the import of any
information disclosed at any time by or on behalf of any member of the Wider
AA4+ Group and which is material in the context of the Wider AA4+ Group taken
as a whole or in the context of the Acquisition;
(g) save as Disclosed, LAC 10 not having discovered that:
(i) any past or present member of the Wider AA4+ Group has
failed to comply with any and/or all applicable legislation or regulation, of
any jurisdiction with regard to the use, treatment, handling, storage,
carriage, disposal, spillage, release, discharge, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
(including property) or harm human health or animal health or otherwise
relating to environmental matters or the health and safety of humans, or that
there has otherwise been any such use, treatment, handling, storage, carriage,
disposal, spillage, release, discharge, leak or emission (whether or not the
same constituted a non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) any of which storage,
carriage, disposal, spillage, release, discharge, leak or emission would be
likely to give rise to any liability including any penalty for non-compliance
(whether actual or contingent) or cost on the part of any member of the Wider
AA4+ Group and which is material in the context of the Wider AA4+ Group taken
as a whole or in the context of the Acquisition;
(ii) there is, or is likely to be, for any reason
whatsoever, any liability (actual or contingent) of any past or present member
of the Wider AA4+ Group to make good, remediate, repair, reinstate or clean up
any property or any controlled waters now or previously owned, occupied,
operated or made use of or controlled by any such past or present member of
the Wider AA4+ Group (or on its behalf) or by any person for which a member of
the Wider AA4+ Group is or has been responsible, or in which any such member
may have or previously have had or be deemed to have had an interest, under
any environmental legislation, regulation, notice, circular or order of any
Third Party and which is material in the context of the Wider AA4+ Group taken
as a whole or in the context of the Acquisition;
(iii) circumstances exist (whether as a result of the making
of the Acquisition or otherwise) which would be reasonably likely to lead to
any Third Party instituting, or whereby any member of the Wider Lesha Bank
Group or any present or past member of the Wider AA4+ Group would be likely to
be required to institute, an environmental audit or take any other steps which
would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes currently
carried out or make good, remediate, repair, re-instate or clean up any land
or other asset currently or previously owned, occupied or made use of by any
past or present member of the Wider AA4+ Group (or on its behalf) or by any
person for which a member of the Wider AA4+ Group is or has been responsible,
or in which any such member may have or previously have had or be deemed to
have had an interest which is material in the context of the Wider AA4+ Group
taken as a whole or in the context of the Acquisition; or
(iv) circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any product or
process of manufacture or materials used therein currently or previously
manufactured, sold or carried out by any past or present member of the Wider
AA4+ Group which claim or claims would be likely, to adversely affect any
member of the Wider AA4+ Group and which is material in the context of the
Wider AA4+ Group taken as a whole or in the context of the Acquisition; and
Intellectual property
(h) except as Disclosed and since the Last Accounts Date, no
circumstance having arisen or event having occurred in relation to any
intellectual property owned or used by any member of the Wider AA4+ Group,
including:
(i) any member of the Wider AA4+ Group losing its title to
any intellectual property used in its business, or any intellectual property
owned by any member of the Wider AA4+ Group being revoked, cancelled or
declared invalid; or
(ii) any claim being asserted in writing or threatened in
writing by any person challenging the ownership of any member of the Wider
AA4+ Group to, or the validity or effectiveness of, any intellectual property;
or
(iii) any agreement regarding the use of any intellectual
property licensed to or by any member of the Wider AA4+ Group of the Wider
AA4+ Group being terminated or varied,
in each case which is material in the context of the Wider AA4+ Group taken as
a whole or in the context of the Acquisition;
Anti-corruption, economic sanctions, criminal property and money laundering
(i) save as Disclosed, LAC 10 not having discovered that:
(i) (A) any past or present member, director, officer or
employee of the Wider AA4+ Group is or has at any time engaged in any
activity, practice or conduct (or omitted to take any action) which would
constitute an offence under the Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977, the Prevention of Corruption (Bailiwick of Guernsey)
Law 2003, as amended, or any other applicable anti-corruption or anti-bribery
law, rule or regulation or any other applicable law, rule, or regulation
concerning improper payments or kickbacks or (B) any person that performs or
has performed services for or on behalf of the Wider AA4+ Group is or has at
any time engaged in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, the Prevention
of Corruption (Bailiwick of Guernsey) Law 2003, as amended, or any other
applicable anti-corruption or anti-bribery law, rule or regulation or any
other applicable law, rule, or regulation concerning improper payments or
kickbacks; or
(ii) any asset of any member of the Wider AA4+ Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds
of crime under any other applicable law, rule, or regulation concerning money
laundering or proceeds of crime or any member of the Wider AA4+ Group is found
to have engaged in activities constituting money laundering under any
applicable law, rule, or regulation concerning money laundering; or
(iii) any past or present member, director, officer or
employee of the Wider AA4+ Group, or any other person for whom any such person
may be liable or responsible, is or has engaged in any conduct which would
violate applicable economic sanctions or dealt with, made any investments in,
made any funds or assets available to or received any funds or assets from:
(A) any government, entity or individual in respect of which
US, UK or European Union persons, or persons operating in those territories,
are prohibited from engaging in activities or doing business, or from
receiving or making available funds or economic resources, by US, UK or
European Union laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control, or HM
Revenue & Customs; or
(B) any government, entity or individual targeted by any of
the economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states, save that this shall
not apply if and to the extent that it is or would be unenforceable by reason
of breach of any applicable Blocking Law; or
(iv) any past or present member, director, officer or employee
of the Wider AA4+ Group, or any other person for whom any such person may be
liable or responsible:
(A) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
US Anti-Terrorism Act;
(B) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the US Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the US
Department of State;
(C) has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including but not limited
to any law, rule, or regulation concerning false imprisonment, torture or
other cruel and unusual punishment, or child labour; or
(D) is debarred or otherwise rendered ineligible to bid for or
to perform contracts for or with any government, governmental instrumentality,
or international organisation or found to have violated any applicable law,
rule, or regulation concerning government contracting or public procurement;
or
(v) any member of the Wider AA4+ Group is or has been
engaged in any transaction or conduct which would cause LAC 10 or any member
of the Wider Lesha Bank Group to be in breach of any law or regulation upon
its acquisition of AA4+, including but not limited to the economic sanctions
of the United States Office of Foreign Assets Control, or HM Revenue &
Customs, or any other relevant government authority.
Part B: Certain further terms of the Acquisition
1. Subject to the requirements of the Panel and the Code, LAC 10 reserves
the right in its sole discretion to:
(a) waive or (with the consent of AA4+ and/or the Panel, as applicable)
extend the deadline set out in paragraph 1 of Part A of this Appendix I, and
any of the deadlines set out in paragraphs 2(a)(ii), 2(b)(ii) and 2(c)(ii) of
Part A of this Appendix I for the timing of the Court Meeting, the General
Meeting and the Court Hearing. If any such deadline is not met, LAC 10 shall
make an announcement by 8.00 a.m. on the Business Day following such deadline
confirming whether it has invoked or waived the relevant Condition or agreed
with AA4+ (or, as the case may be, the Panel) to extend the deadline in
relation to the relevant Condition. For the avoidance of doubt, the Conditions
set out in paragraphs 2(a)(i), 2(b)(i) and 2(c)(i) of Part A of this Appendix
I cannot be waived; and
(b) waive in whole or in part, all or any of the Conditions set out in
paragraph 3 of Part A of this Appendix I.
2. Conditions set out in paragraphs 2(a), 2(b) and 3 of Part A of this
Appendix I must each be satisfied or (if capable of waiver) be waived by LAC
10 by no later than the commencement of the Court Hearing. LAC 10 shall be
under no obligation to waive (if capable of waiver), to determine to be or
remain satisfied or to treat as satisfied any of the Conditions set out in
paragraph 3 of Part A of this Appendix I by a date earlier than the latest
date and time specified above for the fulfilment or waiver thereof,
notwithstanding that the other Conditions may at such earlier date have been
waived or fulfilled and that there are at such earlier date no circumstances
indicating that any such Conditions may not be capable of fulfilment.
3. Under Rule 13.5(a) of the Code, and subject to Paragraph 4 below, LAC
10 may only invoke a Condition to the Acquisition so as to cause the
Acquisition not to proceed, to lapse or to be withdrawn with the consent of
the Panel and any Condition that is subject to Rule 13.5(a) of the Code may be
waived by LAC 10. The Panel will normally only give its consent if the
circumstances which give rise to the right to invoke the Condition are of
material significance to LAC 10 in the context of the Acquisition.
4. Conditions set out in paragraphs 1 and 2 of Part A of this Appendix
I and, if applicable, any acceptance condition if the Acquisition is
implemented by means of a Takeover Offer, are not subject to Rule 13.5(a) of
the Code.
5. If LAC 10 is required by the Panel to make an offer for AA4+ Shares
under the provisions of Rule 9 of the Code, LAC 10 may make such alterations
to any of the Conditions and the terms of the Acquisition as are necessary to
comply with the provisions of Rule 9 of the Code.
6. LAC 10 reserves the right to elect to implement the Acquisition by way
of a Takeover Offer as an alternative to the Scheme (with the Panel's
consent). In such an event, the Acquisition will be implemented on the same
terms and conditions as those which would apply to the Scheme, subject to
appropriate amendments including (without limitation) the inclusion of an
acceptance condition set at 75 per cent. of the AA4+ Shares (or such other
percentage as LAC 10 may determine, subject to the rules of the Code and in
consultation with the Panel, being in any case more than 50 per cent. of the
AA4+ Shares), or any amendments required by, or deemed appropriate by, LAC 10
under applicable law or any amendments necessary to reflect the Takeover
Offer. Further, if sufficient acceptances of such Takeover Offer are received
and/or sufficient AA4+ Shares are otherwise acquired, it is the intention of
LAC 10 to apply the provisions of Part XVIII of the Companies Law to
compulsory acquire any outstanding AA4+ Shares to which such Takeover Offer
relates.
7. AA4+ Shares which will be acquired pursuant to the Acquisition will be
acquired fully paid and free from all liens, equities, charges, encumbrances,
options, rights of pre-emption and any other third party rights and interests
of any nature whatsoever and together with all rights now or hereafter
attaching or accruing to them, including, without limitation, voting rights
and the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid or any other return of capital
or value by reference to a record date falling on or after the Effective Date.
8. If, on or after the date of this Announcement and 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 (without
prejudice to any right LAC 10 may have, with the consent of the Panel, to
invoke the Condition set out in paragraph 3(d)(iii) of Part A of this
Appendix I) 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
Announcement or in the Scheme 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. For the avoidance of doubt,
any exercise by LAC 10 of its rights referred to in this paragraph shall not
be regarded as constituting any revision or variation of the Acquisition.
9. Except with the Panel's consent, settlement of the Cash Consideration
to which any Scheme Shareholder is entitled under the Scheme will be
implemented in full in accordance with the terms of the Scheme without regard
to any lien, right of set-off, counterclaim or other analogous right to which
LAC 10 may otherwise be, or claim to be, entitled as against such Scheme
Shareholder and will be effected in the manner described in this Announcement.
10. The availability of the Acquisition to persons not resident in the
United Kingdom or Guernsey may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom or Guernsey
should inform themselves about and observe any applicable legal and regulatory
requirements.
11. The Acquisition is not being made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, email or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of, any
Restricted Jurisdiction where to do so would violate the laws of that
jurisdiction.
12. The Scheme is governed by the laws of Guernsey and is subject to the
jurisdiction of the Court, and to the Conditions and further terms set out in
this Appendix I and the full terms and conditions to be set out in the Scheme
Document. 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.
13. Each of the Conditions shall be regarded as a separate Condition and
shall not be limited by reference to any other Condition.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
i. As at the Latest Practicable Date, AA4+ has in issue and admitted to
trading on the Main Market 260,485,247 redeemable ordinary shares of no par
value. No AA4+ Shares are held in treasury. It is anticipated that no further
AA4+ Shares will be issued prior to the Effective Date.
ii. Any references to the issued share capital of AA4+ are based on the
260,485,247 AA4+ Shares referred to in paragraph i above.
iii. The value of approximately £190 million for the entire issued share
capital of AA4+ is based on multiplying the issued share capital (as referred
to in paragraph ii above) by the Cash Consideration of 73 pence per AA4+
Share.
iv. The implied enterprise value of AA4+ of approximately £751 million is
calculated by reference to:
a. the value of approximately £190 million for the entire issued share
capital of AA4+ set out in paragraph iii above; plus
b. borrowings of £614 million and maintenance provisions of £84 million
extracted from the balance sheet of AA4+ contained within the unaudited
consolidated interim financial statements of AA4+ for the financial period
ended 30 September 2025; less
c. cash and cash equivalents of £124 million and short term investments
of £12 million extracted from the balance sheet of AA4+ contained within the
unaudited consolidated interim financial statements of AA4+ for the financial
period ended 30 September 2025.
v. Unless otherwise stated, all prices and Closing Prices for AA4+
Shares are closing middle market quotations derived from Bloomberg.
vi. The volume-weighted average prices of an AA4+ Share are derived from
Bloomberg for the relevant period.
vii. Unless otherwise stated, the financial information relating to AA4+ is
extracted from the audited consolidated financial statements of AA4+ for the
financial year to 31 March 2025, prepared in accordance with UK-adopted
International Accounting Standards in conformity with the requirements of the
Companies Law.
viii. Certain figures included in this announcement have been subject to
rounding adjustments.
APPENDIX III
IRREVOCABLE UNDERTAKINGS AND LETTERS OF SUPPORT
Part A - AA4+ Directors' Irrevocable Undertakings
The following AA4+ Directors have given irrevocable undertakings to vote (or
procure the voting of) the below AA4+ Shares held by them (or their connected
persons) in favour of the Scheme at the Court Meeting and the resolutions to
be proposed at the General Meeting and, if LAC 10 exercises its right to
implement the Acquisition by way of a Takeover Offer, to accept or procure
acceptance of such Takeover Offer:
Name of AA4+ Director Number of AA4+ Shares in respect of which undertaking is given Percentage of AA4+ issued share capital as at the Latest Practicable Date
Robin Hallam 70,500 0.03%
David Gelber 145,765 0.06%
Stephen Le Page 74,999 0.03%
TOTAL 291,264 0.11%
The obligations of the AA4+ Directors under the irrevocable undertakings shall
lapse and cease to have effect on and from the following occurrences:
· the Scheme lapses or is withdrawn in accordance with its terms
and LAC 10 publicly confirms that it does not intend to proceed with the
Acquisition or to implement the Acquisition by way of a Takeover Offer or
otherwise; or
· if LAC 10 announces its valid and binding election to implement
the Acquisition by way of a Takeover Offer and the Offer Document is not
published within 28 days (or such longer period as the Panel may agree) after
the date of the announcement of such election unless, on or before that date
(as extended, if applicable), LAC 10 announces its election to implement the
Acquisition by way of a Scheme or otherwise; or
· LAC 10 announces, with the consent of the Panel, that it does not
intend to make or proceed with the Acquisition and no new, revised or
replacement offer or scheme is announced in accordance with Rule 2.7 of the
Code at the same time; or
· the Scheme has not become effective by the Long Stop Date.
Part B - Non-director AA4+ Shareholder Irrevocable Undertakings and Letters of
Support
Metage Capital has given an irrevocable undertaking to vote (or procure the
voting of) in favour of the Scheme at the Court Meeting and the resolutions to
be proposed at the General Meeting and, if LAC 10 exercises its right to
implement the Acquisition by way of a Takeover Offer, to accept or procure
acceptance of such Takeover Offer, in respect of 17,841,324 AA4+ Shares under
its discretionary management, representing approximately 6.85% of AA4+ issued
share capital as at the Latest Practicable Date.
The obligations of the Metage Capital under the irrevocable undertaking shall
lapse and cease to have effect on and from the following occurrences:
· the Scheme lapses or is withdrawn in accordance with its terms
and LAC 10 publicly confirms that it does not intend to proceed with the
Acquisition or to implement the Acquisition by way of a Takeover Offer or
otherwise; or
· the Scheme has not become effective by the Long Stop Date; or
· any third party (other than LAC 10 or its concert parties)
announces, in accordance with the Code, prior to the date of the Court Meeting
and/or the General Meeting, a firm intention to make a general offer (which is
not subject to any pre-conditions) for the entire issued share capital of AA4+
(a "Competing Offer") on terms which represent an improvement of at least 10
per cent above the value of the consideration under the Acquisition as at the
date on which the Competing Offer is announced unless LAC 10 has announced an
improvement to the terms of the Acquisition within five business days of the
Competing Offer being announced such that the terms of the improved
Acquisition are at least as favourable as under the Competing Offer; or
· any offer by a third party for the entire issued share capital of
AA4+ is declared wholly unconditional or, if proceeding by way of a scheme of
arrangement, becomes effective.
LAC 10 has received a non-binding letter of support from Staude Capital to
vote (or procuring the voting of) in favour of the Scheme at the Court Meeting
and the resolutions to be proposed at the General Meeting in respect of
18,638,373 AA4+ Shares under its full discretionary management control,
representing approximately 7.16% of the issued share capital of AA4+ on the
Latest Practicable Date.
Part C - Letters of Support from Persons Holding an Interest in AA4+ Shares
LAC 10 has received non-binding letters of support from Weiss Asset Management
(for and on behalf of the below two funds it manages), who has an interest in
the following AA4+ Shares pursuant to swap contracts. Weiss Asset Management
confirmed that, should it become the holder of, or otherwise obtain the right
to exercise or direct the exercise of 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:
Name of fund Number of AA4+ Shares in respect of which the letter of support is given Percentage of AA4+ issued share capital as at the Latest Practicable Date
Brookdale Global Opportunity Fund 6,650,623 2.55%
Brookdale International Partners, L.P. 7,484,547 2.87%
TOTAL 14,135,170 5.43%
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
AA4+ or the Company Amedeo Air Four Plus Limited
AA4+ Board the board of directors of AA4+ as at the publication of this Announcement or,
where the context so requires, the
board of directors of AA4+ from time to time
AA4+ Directors the directors of AA4+ as at the publication of this Announcement or, where the
context so requires, the
directors of AA4+ from time to time
AA4+ Group AA4+ and its group undertakings from time to time
AA4+ Shareholders the holders of AA4+ Shares
AA4+ Shares redeemable ordinary shares of no par value in the capital of AA4+
Acquisition the proposed acquisition of the entire issued share capital of AA4+ by LAC
10, to be implemented by way of the Scheme as described in this Announcement
(or by a Takeover Offer), and where the context admits, a subsequent revision,
variation, extension or renewal thereof
AMA the asset management agreement between AA4+ and Amedeo dated 30 April 2015 (as
supplemented from time to time)
Amedeo Amedeo Limited, the asset manager of AA4+
Announcement this announcement
AUM asset under management
Authorisations regulatory authorisations, orders, determinations, recognitions, grants,
consents, clearances, confirmations, certificates, licences, permissions,
exceptions or approvals
Blocking Law (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996
(or any law or regulation implementing such Regulation in any member state of
the European Union); (ii) any provision of Council Regulation (EC) No
2271/1996 of 22 November 1996, as it forms part of domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018; or (iii) any
similar blocking or anti-boycott law
Business Day a day (other than Saturdays, Sundays and public holidays in the UK) on which
banks are open for business in London and Guernsey
Cash Consideration has the meaning given to it in paragraph 2
Closing Price the closing middle market price of an AA4+ Share on a particular trading day
as derived from Bloomberg
Code the City Code on Takeovers and Mergers issued by the Panel, as amended from
time to time
Companies Law the Companies (Guernsey) Law, 2008, as amended from time to time
Conditions the conditions to the implementation of the Acquisition, as set out in Part A
of Appendix I to this Announcement and to be set out in the Scheme Document
Confidentiality Undertaking has the meaning given to it in paragraph 12
Co-operation Agreement has the meaning given to it in paragraph 12
Court the Royal Court of Guernsey
Court Hearing the hearing by the Court of the application to sanction the Scheme under Part
VIII of the Companies (Guernsey) Law, 2008, as amended
Court Meeting the meeting (or meetings) of Scheme Shareholders to be convened pursuant to an
order of the Court pursuant to section 107 under the Companies Law, for the
purpose of considering and, if thought fit, approving the Scheme (with or
without amendment approved or imposed by the Court and agreed to by AA4+ and
LAC 10), including any adjournment or postponement thereof, notice of which is
to be contained in the Scheme Document
Court Order the order of the Court sanctioning the Scheme under the Companies Law
CREST the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear
Dealing Disclosure has the same meaning as in Rule 8 of the Code
Disclosed the information fairly disclosed by, or on behalf of AA4+, (i) in the annual
report and accounts of AA4+ Group for the financial period ended 31 March
2025; (ii) in this Announcement; (iii) in any other announcement to a
Regulatory Information Service by, or on behalf of, AA4+ prior to the date of
this Announcement (including, without limitation, in the quarterly factsheets
published by AA4+; or (iv) as otherwise fairly disclosed to LAC 10 (or its
respective officers, employees, agents or advisers) (including via the virtual
data room operated by or on behalf of AA4+ in respect of the Acquisition and
any diligence calls or meetings in connection with the Acquisition attended by
AA4+ and LAC 10 (or their respective officers, employees, agents or advisers))
prior to the date of this Announcement
Effective in the context of the Acquisition:
(a) if the Acquisition is implemented by way of the Scheme, the
Scheme having become effective pursuant to its terms; or
(b) if the Acquisition is implemented by way of a Takeover Offer,
such Takeover Offer having become or been declared unconditional in accordance
with the Code
Effective Date the date on which the Acquisition becomes Effective
Euroclear Euroclear UK & International Limited
Excluded Shares AA4+ Shares at any relevant time which (if any): (a) are registered in the
name of or beneficially owned by LAC 10; or (b) held as treasury shares
FCA or Financial Conduct Authority the Financial Conduct Authority acting in its capacity as the competent
authority for the purposes of Part VI of FSMA, or any successor regulatory
body
Forms of Proxy the forms of proxy for use in connection with each of the Court Meeting and
the General Meeting, which shall accompany the Scheme Document
FSMA the Financial Services and Markets Act 2000, as amended from time to time
General Meeting the general meeting of AA4+ Shareholders (including any adjournment or
postponement thereof) to be convened to consider, and if thought fit, pass the
resolutions in connection with the Scheme
Goldman Sachs Goldman Sachs International
Guernsey the Island of Guernsey
LAC 10 LAC 10 LLC
Lesha Aviation Capital Lesha Aviation Capital, a division of Lesha Bank operated through wholly-owned
subsidiaries of Lesha Bank, including Lesha Aviation Services (Ireland)
Limited
Last Accounts Date 31 March 2025
Latest Practicable Date 5 March 2026, being the latest practicable date prior to the date of this
Announcement
Lesha Bank Lesha Bank LLC (Public)
Listing Rules the listing rules made by the FCA
London Stock Exchange London Stock Exchange plc
Long Stop Date 11.59 p.m. on 6 November 2026, or such later time or date, if any: (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)
Metage Capital Metage Capital Limited (as discretionary investment manager to Metage Funds
Limited)
Offer Document should the Acquisition be implemented by way of an Offer, the document to be
sent to AA4+ Shareholders and persons with information rights containing the
terms and conditions of the Takeover Offer
offer period has the same meaning as in the Code
Opening Position Disclosure has the same meaning as in Rule 8 of the Code
Overseas Shareholders AA4+ Shareholders (or nominees of, or custodians or trustees for AA4+
Shareholders) not resident in, or nationals or citizens of, the United Kingdom
or Guernsey
Panel the UK Panel on Takeovers and Mergers
PRA the Prudential Regulation Authority or its successor, from time to time
Qatar the State of Qatar
QFC Qatar Financial Centre
Regulatory Conditions the Conditions set out in paragraphs 3(a) and 3(b) of Part
A of Appendix I to this Announcement and to be set out in
the Scheme Document
Regulatory Information Service any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements
Restricted Jurisdiction any jurisdiction (other than the United Kingdom and Guernsey) into which
making the Acquisition available, distributing information relating to the
Acquisition, or paying consideration pursuant to the Acquisition may result in
a significant risk of civil, regulatory or criminal exposure or may require
LAC 10 to comply with any requirements which in its absolute discretion is
regarded as unduly onerous
Rothschild & Co N.M. Rothschild & Sons Limited
Scheme or Scheme of Arrangement the proposed scheme of arrangement under Part VIII of the Companies Law
between AA4+ and Scheme Shareholders in connection with the Acquisition, with
or subject to any modification, addition or condition approved or imposed by
the Court and agreed by AA4+ and LAC 10
Scheme Document the document to be sent to AA4+ Shareholders containing, amongst other things,
the Scheme, an explanatory statement in compliance with Part VIII of the
Companies Law, and the notices convening the Court Meeting and the General
Meeting
Scheme Shareholder a holder of Scheme Shares
Scheme Shares (a) the AA4+ Shares in issue at the date of the Scheme Document and which
remain in issue at the Scheme Record Time; (b) any AA4+ Shares issued after
the date of the Scheme Document and prior to the Scheme Voting Record Time and
which remain in issue at the Scheme Record Time; and (c) any AA4+ Shares
issued at or after the Scheme Voting Record Time and prior to the Scheme
Record Time in respect of which the original or any subsequent holder thereof
is bound by the Scheme, or shall by such time have agreed in writing to be
bound by the Scheme, and which remain in issue at the Scheme Record Time, but
in each case other than Excluded Shares
Scheme Record Time the time and date specified as such in the Scheme Document, expected to be
6.00 p.m. on the day of, or the Business Day immediately before, the Court
Hearing, or such other time as AA4+ and LAC 10 may agree
Scheme Voting Record Time the date and time specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined, expected to be
6.00 p.m. on the day which is two Business Days before the Court Meeting or,
if the Court Meeting is adjourned or postponed to 6.00 p.m. on the day which
is two Business Days before the date of such adjourned or postponed Court
Meeting
Significant Interest in relation to an undertaking, a direct or indirect interest of 20 per cent.
or more of the total voting rights conferred by the equity share capital of
such undertaking
Staude Capital Staude Capital Pty Ltd
Takeover Offer should the Acquisition be implemented by way of a takeover offer for the
purposes of section 337 of the Companies Law, the offer to be made by or on
behalf of LAC 10 to acquire the entire issued share capital of AA4+, other
than the AA4+ shares held by LAC 10 and, where the context admits, any
subsequent revision, variation, extension or renewal of such takeover offer
Third Party each of a central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative, fiscal or
investigative body, court, trade agency, association, institution,
environmental body, employee representative body, any entity owned or
controlled by any government or state, or any other body or person whatsoever
in any jurisdiction
UAE the United Arab Emirates
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
United States or US the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof
US Exchange Act the United States Securities Exchange Act of 1934, and the rules and
regulations promulgated thereunder
US GAAP generally accepted accounting principles in the United States
Weiss Asset Management Weiss Asset Management LP
Wider AA4+ Group AA4+ and its subsidiary undertakings, associated undertakings and any other
undertaking, body corporate, partnership, joint venture or person in which
AA4+ and/or such undertakings (aggregating their interests) have a Significant
Interest
Wider Lesha Bank Group Lesha Bank and its subsidiary undertakings, associated undertakings and any
other undertaking, body corporate, partnership, joint venture or person in
which Lesha Bank and/or such undertakings (aggregating their interests) have a
Significant Interest
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking"
and "undertaking" have the respective meanings given thereto by the United
Kingdom Companies Act 2006 and "associated undertaking" has the meaning given
thereto by paragraph 19 of Schedule 6 to the United Kingdom Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008,
other than paragraph 19(1)(b) of Schedule 6 to those regulations which shall
be excluded for this purpose.
All references to "£", "pence" and "p" are to the lawful currency of the
United Kingdom.
All references to "$" are to the lawful currency of the United States.
All references to "QAR" are to the lawful currency of Qatar.
All the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
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. END OUPSSDSMMEMSELD
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