RESULTS OF COURT MEETING AND GENERAL MEETING
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
27 April 2026
RECOMMENDED CASH ACQUISITION
of
Amedeo Air Four Plus Limited ("AA4+")
by
LAC 10 LLC ("LAC 10")
a newly-incorporated wholly-owned subsidiary of Lesha Bank LLC (Public) ("Lesha Bank")
to be implemented by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)
RESULTS OF THE COURT MEETING AND THE GENERAL MEETING
On 6 March 2026, the boards of AA4+ and LAC 10 announced that they had reached agreement regarding the terms of a recommended cash acquisition for the entire issued share capital of AA4+ by LAC 10 (the "Acquisition").
The Acquisition is being implemented by means of a court-sanctioned scheme of arrangement under Part VIII of the Companies Law (the "Scheme") and is subject to the terms and conditions set out in the scheme document relating to the Acquisition published on 1 April 2026 (the "Scheme Document"). Capitalised terms used and not defined in this document have the meanings given to them in the Scheme Document. All references to times in this announcement are to times in London unless otherwise stated.
Results of the Court Meeting and the General Meeting
The AA4+ Directors are pleased to announce that at the Court Meeting and General Meeting which were held earlier today in connection with the Acquisition:
· the requisite majority of Scheme Shareholders voted (in person or by proxy) to approve the Scheme at the Court Meeting; and
· the requisite majority of AA4+ Shareholders voted (in person or by proxy) in favour of the Resolution at the General Meeting.
Full details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in Part 9 and Part 10 (respectively) of the Scheme Document.
The total number of AA4+ Shares in issue at the Voting Record Time was 260,485,247.
Voting Results of the Court Meeting
The Court Meeting, convened in accordance with an order of the Court dated 31 March 2026, sought
approval from Scheme Shareholders for the Scheme.
A majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 98.16 per cent. by value of those Scheme Shares, voted in favour of the resolution to approve the Scheme. Accordingly, the resolution proposed at the Court Meeting was duly passed. Each Scheme Shareholder present (either in person or by proxy) was entitled to one vote per Scheme Share held at the Voting Record Time.
The table below sets out the results of the poll conducted at the Court Meeting:
|
|
Scheme Shares voted |
Scheme Shareholders who voted |
No. of Scheme Shares voted as a % of the Scheme Shares eligible to be voted at the Court Meeting(2) |
||
|
Number(1) |
%(1)(2) |
Number |
%(2) |
||
|
FOR |
122,920,008 |
98.16 |
38 |
76.00 |
47.19 |
|
AGAINST |
2,307,271 |
1.84 |
12 |
24.00 |
0.89 |
|
TOTAL(3) |
125,227,279 |
100 |
40 |
100 |
48.07 |
Notes:
(1) Where a Scheme Shareholder cast some of their votes 'for' and some of their votes 'against' the resolution, such Scheme Shareholder has been counted as having voted both 'for' and 'against' the resolution for the purposes of determining the number and percentage of Scheme Shareholders who voted.
(2) All percentages have been rounded down to the nearest two decimal places.
(3) The aggregate of Scheme Shareholders voting "for" and "against" the resolution as set out in this row exceeds the total number and percentage of Scheme Shareholders who voted because 10 registered members gave instructions for votes to be cast "for" the resolution in respect of part of their holding of Scheme Shares and "against" the resolution in respect of another part of their holding of Scheme Shares.
Voting Results of the General Meeting
The General Meeting sought approval for the Resolution, which was duly passed by the requisite majority. Each AA4+ Shareholder present (either in person or by proxy) was entitled to one vote per AA4+ Share held at the Voting Record Time.
The table below sets out the results of the poll conducted at the General Meeting:
|
|
Votes For |
Votes Against |
Total Votes |
Votes Withheld(2) |
||
|
Number |
%(1) |
Number |
%(1) |
Number |
Number |
|
|
Resolution |
124,783,484 |
98.32 |
2,131,463 |
1.68 |
126,914,947 |
65,992 |
Notes:
(1) All percentages have been rounded to the nearest two decimal places.
(2) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'for' or 'against' the Resolution.
Next steps and timetable
The outcome of today's Court Meeting and General Meeting means Conditions 2(a) and 2(b) (as set out in Part A of Part 4 of the Scheme Document) have been satisfied.
The Scheme remains subject to the satisfaction (or, where applicable, waiver) of the remaining Conditions set out in the Scheme Document, including the receipt of UAE merger control clearance and the sanction of the Scheme by the Court.
The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 10 to 11 (inclusive) of the Scheme Document. On the basis of the current expected timetable, and subject to the satisfaction (or where applicable, waiver) of the remaining Conditions, the Scheme is expected to become Effective in Q3 2026.
The dates and times given are indicative only and are based on AA4+'s and LAC 10's current expectations and may be subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. If any of the expected dates and/or times set out in the expected timetable change, the revised times and/or dates will be notified to AA4+ Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on AA4+'s website at https://www.aa4plus.gg/offer-for-amedeo-air-four-plus/.
The AA4+ Shares will be suspended from trading on the Specialist Fund Segment of the Main Market at 7.30 a.m. on the date of the Sanction Hearing, which is also expected to be the Effective Date. It is further intended that an application will be made to the London Stock Exchange to cancel trading in AA4+ Shares on the Specialist Fund Segment of the Main Market with effect shortly following the Effective Date. It is intended that the last day for dealings in, and registration of transfers of, AA4+ Shares (other than the registration of the transfer of the Scheme Shares to LAC 10 pursuant to the Scheme) will be the Business Day immediately prior to the Court Hearing to sanction the Scheme, and no transfers will be registered after 6.00 p.m. on that date.
A copy of the Resolution passed at the General Meeting will be available for inspection on the AA4+ website at https://www.aa4plus.gg/offer-for-amedeo-air-four-plus/ and will be submitted to the National Storage Mechanism where it will be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries:
|
Rothschild & Co (Financial Adviser to LAC 10 and Lesha Bank) |
+44 (0) 20 7280 5000 |
|
Neil Thwaites Matthew Price |
|
|
|
|
|
Goldman Sachs International (Financial Adviser to AA4+) |
+44 (0)20 7774 1000 |
|
Nick Harper Michael Fox Ashay Sodha |
|
|
|
|
|
Panmure Liberum |
+44 (0) 20 3100 2000 |
|
(Corporate Broker to AA4+) Chris Clarke |
|
|
|
|
Important notices
Goldman Sachs, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for AA4+ and no one else in connection with the Acquisition and will not be responsible to anyone other than AA4+ for providing the protections afforded to clients of Goldman Sachs nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Goldman Sachs nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs in connection with this announcement, any statement contained herein or otherwise.
Panmure Liberum, which is authorised and regulated by the FCA in the United Kingdom, is acting as corporate broker to AA4+ and no one else in connection with the Acquisition or any other matter or arrangement set out in this announcement. Panmure Liberum will not regard any other person as its client in relation to the Acquisition or any other matter or arrangement set out in this announcement and will not be responsible to anyone other than AA4+ for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement. Neither Panmure Liberum nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with the Acquisition, this announcement, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Panmure Liberum as to the contents of this announcement.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to LAC 10 and Lesha Bank and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than LAC 10 and Lesha Bank for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with the Acquisition or any matter referred to in this announcement. Neither Rothschild & Co nor any of its group undertakings or affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.
Further information
If you are in any doubt as to the contents of this announcement or the action which you should take, you are recommended to consult your stockbroker, solicitor, accountant, bank manager or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, the Protection of Investors (Bailiwick of Guernsey) Law, 2020 if you are resident in Guernsey, or, if you are not so resident, from another appropriately authorised independent financial adviser.
This announcement, the Scheme Document and the accompanying documents do not constitute or form part of an offer or an invitation to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities, or a solicitation of an offer to buy any securities or of any vote or approval pursuant to the Acquisition, whether pursuant to this announcement, the Scheme Document or otherwise, in any jurisdiction in which such offer, invitation or solicitation is or would be unlawful.
Neither this announcement or the Scheme Document comprise a prospectus or a prospectus-equivalent document or an exempted document.
The contents of this announcement and the Scheme Document do not amount to, and should not be construed as, legal, tax, business or financial advice.
The statements contained in this announcement are made as at the date of this announcement, unless some other date is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer document), which, together with the accompanying Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer document).
Overseas Shareholders
The release, publication or distribution of this announcement and the Scheme Document in, into or from jurisdictions other than the United Kingdom or Guernsey, and the availability of the Acquisition to AA4+ Shareholders who are not resident in the United Kingdom or Guernsey, may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws of any jurisdiction other than the United Kingdom or Guernsey (including Restricted Jurisdictions) should inform themselves about and observe any such restrictions. In particular, the ability of persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws of another jurisdiction to participate in the Acquisition may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of the securities laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by LAC 10 and Lesha Bank or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction. Accordingly, copies of this announcement and the Scheme Document and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into, or by use of mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
This announcement and the Scheme Document have been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law, Guernsey law and the Code and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom or Guernsey. Nothing in this announcement or the Scheme Document should be relied on for any other purpose.
The Acquisition is subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Companies Law, the Financial Conduct Authority and the Listing Rules.
Additional information for U.S. investors
AA4+ Shareholders in the United States should note that the Acquisition relates to the shares of a Guernsey company admitted to trading on the Specialist Fund Segment of the Main Market and is proposed to be effected by means of a scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 which will be governed by Guernsey law. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or the tender offer rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the procedural and disclosure requirements applicable to schemes of arrangement involving a target company incorporated in Guernsey, which differ from the requirements of US proxy solicitation and tender offer rules.
However, if LAC 10 or Lesha Bank were to elect, with the consent of the Panel and in compliance with the Code, to implement the Acquisition by means of a Takeover Offer, such takeover offer will be made in compliance with all applicable United States laws and regulations, including, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the United States by LAC 10 or Lesha Bank and by no one else.
In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) under the US Exchange Act (if applicable), LAC 10 or Lesha Bank, their affiliates, their advisers and their nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of AA4+, other than pursuant to the Takeover Offer, until the date on which the Takeover Offer becomes or is declared unconditional in accordance with the Code, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website: www.londonstockexchange.com.
The receipt of consideration by a US holder for the transfer of its AA4+ Shares pursuant to the Scheme may have tax consequences in the US and such consequences, if any, are not described herein. Each AA4+ Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to it, including under applicable United States state and local, as well as overseas and other, tax laws.
Neither the US Securities and Exchange Commission nor any securities commission of any state or other jurisdiction of the United States has approved the Acquisition, passed judgment upon the fairness of the Acquisition, or passed judgment upon the completeness, adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.
Financial information relating to AA4+ included in this announcement and the Scheme Document has been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom or Guernsey. None of the financial information in this announcement or the Scheme Document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).
It may be difficult for US holders of AA4+ Shares to enforce their rights and any claim arising out of the US federal securities laws in connection with the Acquisition, since LAC 10, Lesha Bank and AA4+ are each organised in countries other than the United States, and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. As a result, US holders of AA4+ Shares may not be able to effect service of process upon a non-US company or its officers or directors or to enforce against them a judgment of a US court for violations of federal or state securities laws of the United States, including judgments based upon the civil liability provisions of the US federal securities laws. US holders of AA4+ Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.
Forward-looking statements
This announcement (including information incorporated by reference in this announcement), the Scheme Document, oral statements made regarding the Acquisition, and other information published by LAC 10, Lesha Bank or AA4+ may contain statements about LAC 10, Lesha Bank and AA4+ that are or may be deemed to be forward-looking statements. All statements other than statements of historical facts included in this announcement and the Scheme Document may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "shall", "should", "anticipates", "estimates", "projects", "is subject to", "budget", "scheduled", "forecast" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include (without limitation) statements relating to the following: (i) assets, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of LAC 10's or Lesha Bank's or AA4+'s operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on LAC 10, Lesha Bank's and AA4+'s business.
Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of LAC 10, Lesha Bank and AA4+ about future events, and are therefore subject to risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements, including: the ability to complete the Acquisition, the ability to obtain requisite shareholder approvals, increased competition, the loss of or damage to one or more key lessee relationships, changes to customer ordering patterns, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw materials or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future offer opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in light of such factors. Neither LAC 10, Lesha Bank nor AA4+, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to any member of the Wider Lesha Bank Group or the AA4+ Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
LAC 10, Lesha Bank and AA4+ expressly disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
Publication on website
A copy of this announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on AA4+'s website at https://www.aa4plus.gg/offer-for-amedeo-air-four-plus/ and Lesha Bank's website at https://www.leshabank.com/investor-relations/offer-for-amedeo-air-four-plus-limited/ by no later than 12 noon on the Business Day following the publication of the Scheme Document.
Save as expressly referred to in this announcement or the Scheme Document, neither the contents of those websites nor the content of any other website accessible from hyperlinks on those websites is incorporated into, or forms part of, this announcement.
Availability of hard copies
In accordance with Rule 30.3 of the Code, AA4+ Shareholders and persons with information rights may request a copy of this announcement or the Scheme Document (and any accompanying documents and any information incorporated into it by reference to another source) in hard copy form free of charge. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. For persons who have received a copy of this document in electronic form or via a website notification, a hard copy of this document will not be sent to you unless you have previously notified AA4+'s registrar, MUFG Corporate Markets, that you wish to receive all documents in hard copy form or unless requested in accordance with the procedure set out below.
If you would like to request a hard copy of this announcement or the Scheme Document please contact AA4+'s registrar, MUFG Corporate Markets, at MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL, or call on 0371 664 0321 or from overseas +44 (0) 371 664 0321. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Alternatively, you can email MUFG Corporate Markets at shareholderenquiries@cm.mpms.mufg.com. Please note that MUFG Corporate Markets cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.
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.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 59 minutes ago Alumasc Group
- 1 hour ago Land Securities Group
- 1 hour ago Computacenter
- 2 hours ago Computacenter
- 2 hours ago Total Graphite Plc