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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Doric Nimrod Air One Limited | LSE:DNA | London | Ordinary Share | GG00B4MF3899 | ORD PRF SHS NPV |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 60.00 | 59.00 | 61.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2021 to Apr 2024
TIDMDNA
RNS Number : 3184H
Doric Nimrod Air One Limited
02 August 2021
DORIC NIMROD AIR ONE LIMITED
(Legal Entity Identifier: 2138009FPM7EH4WDS168)
ANNUAL FINANCIAL REPORT
The Board of the Company is pleased to announce its results for the year ended 31 March 2021.
To view the Company's Annual Financial Report please follow the link below:
http://www.rns-pdf.londonstockexchange.com/rns/3184H_1-2021-8-2.pdf
In addition, to comply with DGTR 4.1 please find below the full text of the annual financial report. The report will also shortly be available on the Company's website, https://www.dnairone.com .
ANNUAL GENERAL MEETING
Notice of the Annual General Meeting of the shareholders of the Company (the "AGM") will be published in due course.
For further information, please contact:
For administrative and Company information:
JTC Fund Solutions (Guernsey) Limited
+44 (0) 1481 702400
For shareholder information:
Nimrod Capital LLP
+44 (0) 20 7382 4565
OF ANNOUNCEMENTE&OE - in transmission
Doric Nimrod Air One Limited
Annual Financial Report
From 1 April 2020 to
31 March 2021
DEFINITIONS
Hot Features
Premium
"Administrative Subordinated administrative shares
Shares"
"AED" United Arab Emirates dirham
"AGM" Annual general meeting
"Amedeo" or Amedeo Management Limited
the Liaison
Agent
"AR Committee" Audit and Risk Committee
"Articles" Company's Articles of Incorporation
"ASKs" Available seat kilometres
"Asset" or Airbus A380-861 Aircraft, manufacturer's serial
the "Aircraft" number 016
"ATAG"
Air Transport Action Group
"BA" British Airways
"Board" Company's Board of directors
"CDS's" Credit Default Swaps
"Chair" Chair of the Board
"Code" The UK Corporate Governance Code
"CORSIA" Carbon Offsetting and Reduction Scheme for
International Aviation
"Deloitte" Deloitte LLP
"DGTRs" Disclosure Guidance and Transparency Rules
"DNA" or the Doric Nimrod Air One Limited
"Company"
"Doric" or Doric GmbH
the "Asset
Manager"
"Doric LLP" Doric Partners LLP
"DWC" Dubai World Central International Airport
"Emirates" Emirates Airlines
or the "Lessee"
"EPS or LPS" Earnings / loss per share
"ESG" Environmental, Social and Governance
"EU" European Union
"EU ETS" European Union Emission Trading Scheme
"FCA" Financial Conduct Authority
"FRC" Financial Reporting Council
"FVOCI" Fair value through other comprehensive income
"FVTPL" Fair value through profit or loss
"GBP", "GBP" Pound Sterling
or "Sterling"
"GFSC" Guernsey Financial Services Commission
"GHG" Greenhouse gas
"IAS 1" International Accounting Standard 1 - Presentation
of financial statements
"IAS 8" International Accounting Standard 8 - Accounting
policies
"IAS 16" International Accounting Standard 16 - Property,
Plant and Equipment
"IAS 36" International Accounting Standard 36 - Impairment
of Assets
"IASB" International Accounting Standards Board
"IATA" International Air Transport Association
"ICAO" International Civil Aviation Organization
"IFRIC" International Financial Reporting Interpretations
Committee
"IFRS" International Financial Reporting Standards
"IFRS 16 " IFRS 16 - Leases
"IPCC" Intergovernmental Panel on Climate Change
"IPO" Initial Purchase Offering
"ISAE 3402" International Standard on Assurance Engagement
3402
"ISTAT" International Society of Transport Aircraft
Trading
"JTC" or "Secretary" JTC Fund Solutions (Guernsey) Limited
or "Administrator"
"Law" The Companies (Guernsey) Law, 2008, as amended
"Lease(s)" Lease of Aircraft to Emirates
"Loan(s)" Borrowings obtained by the Company to part-finance
the acquisition of Aircraft
"LSE" London Stock Exchange
"NBV" Net book value
"Nimrod" or Nimrod Capital LLP
"Corporate
and Shareholder
Adviser"
"Pandemic" COVID-19 pandemic
"Period" 1 April 2020 until 31 March 2021
"PIES" Public Interest Entities
"PLF" Passenger load factor
"Registrar" JTC Registrars Limited
"RPKs" Revenue passenger kilometres
"SAF" Sustainable Aviation Fuel
"SDG" Sustainable Development Goals
"SFS" Specialist Fund Segment of the London Stock
Exchange's Main Market
"Shareholders" Shareholders of the Company
"Shares" Ordinary Preference Shares of the Company
"Share Capital" Share capital of the Company
"SID" Senior Independent Director
"TAP" TAP Air Portugal
"UAE" United Arab Emirates
"UK" United Kingdom
"USD", or United States Dollar
"$"
"VIU" Value-in-use
"WACC" Weighted average costs of capital
"Westpac" Westpac Banking Corporation
SUMMARY INFORMATION
Listing Specialist Fund Segment of the London
Stock Exchange's Main Market
Ticker DNA
----------------------------------------------
Share Price 33.00 pence (as at 31 March 2021)
33.00 pence (as at 30 July 2021)
----------------------------------------------
Market Capitalisation GBP 14.008 million (as at 30 July 2021)
----------------------------------------------
Current / Future Anticipated Current dividends are 2.25 pence per
Dividend quarter per share (9 pence per annum)
and it is anticipated that this will
continue until the aircraft lease terminates
in 2022
----------------------------------------------
Dividend Payment Dates April, July, October, January
----------------------------------------------
Currency Sterling
----------------------------------------------
Launch Date / Share Price 13 December 2010 / 100 pence
----------------------------------------------
Incorporation and Domicile Guernsey
----------------------------------------------
Aircraft Registration A6 - EDC (16 December 2022)
Number (Lease Expiry Date)
----------------------------------------------
Asset Manager Doric GmbH
----------------------------------------------
Corporate and Shareholder Nimrod Capital LLP
Adviser
----------------------------------------------
Administrator JTC Fund Solutions (Guernsey) Limited
----------------------------------------------
Auditor Deloitte LLP
----------------------------------------------
Market Makers finnCap Ltd
Investec Bank
Jefferies International Ltd
Numis Securities Ltd
Shore Capital Limited
Winterflood Securities Ltd
----------------------------------------------
SEDOL, ISIN, LEI B4MF389, GG00B4MF3899, 2138009FPM7EH4WDS168
----------------------------------------------
Year End 31 March
----------------------------------------------
Stocks & Shares ISA Eligible
----------------------------------------------
Website www.dnairone.com
----------------------------------------------
COMPANY OVERVIEW
DNA is a Guernsey company incorporated on 8 October 2010. Its Shares were admitted to trading on the SFS on 13 December 2010.
The Company's total issued Share Capital currently consists of 42,450,000 Shares which were admitted to trading at an issue price of 100 pence per Share. As at 30 July 2021 , the latest practicable date prior to publication of this report, these Shares were trading at 33.00 pence per Share.
Investment Objectives and Policy
The Company's investment objective is to obtain income returns and a capital return for its Shareholders by acquiring, leasing and then selling a single aircraft. The Company purchased one Aircraft in December 2010 for USD179 million, which it leased for twelve years to Emirates, the national carrier owned by The Investment Corporation of Dubai based in Dubai, UAE.
The operating Lease is for an Airbus A380 aircraft. The term of the Lease is for 12 years ending December 2022 with reduced rental payments in the last two years and no extension option.
Emirates bears all costs (including maintenance, repair and insurance) relating to the Aircraft during the lifetime of the Lease.
Distribution Policy
The Company currently targets a distribution of 2.25 pence per Share per quarter.
There can be no guarantee that dividends will be paid to Shareholders and, if dividends are paid, as to the timing and amount of any such dividend. There can also be no guarantee that the Company will, at all times, satisfy the solvency test required to be satisfied pursuant to section 304 of the Law, enabling the directors to effect the payment of dividends.
Performance Overview
All payments by Emirates have, to date, been made in accordance with the terms of the Lease.
During the financial year under review, and in accordance with the Distribution Policy, the Company declared four interim dividends of 2.25 pence per Share. Two interim dividends of 2.25 pence per Share have been declared after the reporting period. Further details of dividend payments can be found on page 23.
Return of Capital
If and when the Company is wound up (pursuant to a Shareholder resolution, including the liquidation resolution) the Company intends to return to Shareholders the net capital proceeds upon the eventual sale of the Asset subject to compliance with the Articles and the applicable laws (including any applicable requirements of the solvency test contained therein).
Liquidation Resolution
Although the Company does not have a fixed life, the Articles require that the directors convene a general meeting of the Company six months before the end of the term of the Lease where an ordinary resolution will be proposed that the Company proceed to an orderly wind-up at the end of the term of the Lease (currently expected to be in June 2022) and the directors will consider (and if necessary, propose to Shareholders) alternatives for the future of the Company, including re-leasing the Asset, or selling the Asset and reinvesting the capital received from the sale of the Asset in another aircraft.
CHAIR'S STATEMENT
During the Period the Company has declared and paid four quarterly dividends of 2.25 pence per Share each, at a rate of dividend payment equivalent to 9 pence per Share.
The Company's investment objective is to obtain income returns and a capital return for its Shareholders by acquiring, leasing and then selling a single aircraft. The Company purchased the Aircraft in December 2010 which it leased to Emirates. A senior secured finance facility provided by Westpac, in the amount of USD122 million made up the monies along with the placing proceeds for the acquisition of the Asset. Upon the purchase of the Aircraft, the Company entered into a 12 year Lease with Emirates with fixed Lease rentals for the duration. The debt portion of the funding is designed to be fully amortised over the term of the Lease, which would leave the Aircraft unencumbered on the conclusion of the Lease. Emirates bears all costs (including maintenance, repair and insurance) relating to the Aircraft during the lifetime of the Lease. At 30 July 2021, the latest practical date prior to this report, the Company had outstanding debt associated with the Aircraft totalling USD6.46 million (5% of the initial balance) as well as unencumbered cash resources of GBP0.69 million (net of the upcoming quarterly dividend payable at the end of July which amounts to approximately GBP0.96 million). This unencumbered cash is, in the absence of any unforeseen costs or event of default, forecast to grow to approximately GBP2.02million by the time the Lease expires. At the time of writing the Share price is 33.00 pence, representing a market capitalisation of GBP14.008 million based on the 42,450,000 Shares in issue. The Company's Lease expiry falls due in December 2022 and more detail on this event is provided below.
All payments by Emirates during the Period and throughout the Lease have been made in accordance with the terms of the Lease. MSN 016, the serial number of the A380 held by the Company, has been stored since March 2020, at DWC.
COVID-19 has obviously had a devastating impact globally and has precipitated the biggest disruption to the global aviation industry in its entire history, adversely impacting the prospects for many widebody aircraft, including the A380. IATA has recently increased its forecast for an airline industry-wide net loss for 2021 to USD47.7 billion while many airlines do not anticipate a full recovery until 2023 / 4. In the face of such news, it is reassuring to know that Emirates is one of the world's largest, most dynamic and stable airlines. Wholly owned by the Government of Dubai, the airline received financial support from its shareholder in the third quarter of last year and recent comments give no indication that further support would not be forthcoming if the recovery is delayed.
Emirates results for the year to 31 March 2021 reported an annual loss of USD 5.5 billion, the first non-profitable year in over three decades. Emirates ended the year with a cash balance of USD 1 billion. Emirates received capital injections totalling USD 3.1 billion from their ultimate shareholder, the Government of Dubai. Despite a significant strain on cash assets, Emirates assured the market that they continued to honour all financial obligations. Further, Emirates announced that new credit lines and facilities have been set up to ensure appropriate liquidity is maintained to mitigate any short term shocks in case the crisis continues for longer than they anticipate.
Emirates has invested to upgrade its signature A380 experience with new Premium Economy seats and other product enhancements. Specifically regarding the A380 Emirates president Sir Tim Clark recently commented that it "will figure in the Emirates fleet for the next 15 years" and that "It's hugely popular. 85% of our profits prior to COVID-19 came from the A380. It was always full ... It was popular in all classes."
Whilst Emirates do not have a formal credit rating, they have previously issued unsecured USD bonds with maturities in 2023, 2025 and 2028. At the time of writing these instruments are trading at approximately 101.1, 102.3 and 102.4 cents respectively, equivalent to USD running yields in the range of roughly 3.8 to 4.4%.Further details on Emirates and the A380 can be found in the Asset Manager's report by Doric.
In line with the appraisals obtained last year your Board has elected to use 'future soft values' for the A380 with the published figure based on the average of three independent appraisers all of which have remained the same since the Company's launch. These values are characterised by less favourable market conditions for the seller, including but not limited to an imbalance of supply and demand in the aircraft type. As a result of the COVID-19 pandemic the vast majority of A380 worldwide remain grounded and therefore, with a limited number of operators, a high degree of uncertainty remains over future values. Following a steep decline last year where the appraised value essentially halved in USD terms the latest value of the Company's Asset reflects a much more modest decline of GBP5.4m (approximately 15%) to GBP31.2m on a future soft value (uninflated) basis. On a USD basis the decline is approximately 5.5% year-on-year. Based on the current Share price of the Company the market appears to be discounting the latest appraisal value by in excess of 50%. The Company's quarterly factsheet provides a useful sensitivity analysis of the potential returns to Shareholders, after Lease expiry, under different scenarios for A380 appraisal values. Further details on residual values can be found in notes 2(l), 3 and 10 of the accounts.
The Company's Lease with Emirates expires on 16 December 2022, approximately 17 months from now. The Lease provided Emirates with an option to purchase the Aircraft at an average appraised valuation. The option lapsed on 16 May 2021. Following this the Company's Asset Manager, Doric, in its role as remarketing agent will pursue with its efforts to remarket MSN 016 for sale or lease, which may include a lease prolongation with Emirates at any time before the Lease expires. Given the current situation whereby many airlines, including Emirates, remain uncertain about future fleet planning, the Board does not anticipate further news in the near term.
Your Board believes it would be helpful to outline the high-level considerations and possibilities surrounding the end of the Lease and also the implications of the various potential outcomes for Shareholders. The redelivery procedure for a widebody aircraft is complex and highly technical and so although this outline is by no means exhaustive, it should act as a helpful aide-memoire of the possible pathways as we approach lease end;
1. As stated above, Emirates' option to purchase the Aircraft and the associated mechanism to affect that option has lapsed. This does not preclude Emirates from making an offer in the future.
2. As highlighted in the IPO prospectus the Lease provides that the Aircraft must be redelivered in 'full-life' condition to the Company by Emirates or a combination of a minimum physical redelivery condition as set out in the Lease plus a cash compensation. In the event the Asset is returned in full-life condition physically it is unlikely that any significant additional monetary compensation will be received by the Company. Full-life condition means from a physical perspective an aircraft in 'as new' condition with all major components having zero flying hours since all major maintenance checks have been completed.
3. The redelivery condition side letter, which offered Emirates the option to return the Aircraft at the expiry date of the Lease in 'half-life' condition rather than 'full-life' condition for a fixed compensation payment to the Company in the amount of USD12 million has not been exercised. Half-life condition can be thought of as half-way between major services with the major components of the Aircraft (engines, landing gear and auxiliary power unit etc) having half their remaining life left before next overhaul.
4. Whilst the Lease does not provide a specific mechanism for a lease extension of the Aircraft such an outcome is a possibility. Between now and the lease expiry the associated secured finance will have been fully repaid. In the event of a re-lease, the new monthly lease rate, and the duration of a newly contracted lease term, would broadly determine the potential quantum of future dividends.
5. In the event that the Company's Aircraft cannot be sold or re-leased either to Emirates or a third-party, parting-out the Aircraft remains an option. The proceeds of such a process would mainly depend on the condition in which it was redelivered by Emirates and the demand for spare parts.
The Asset Manager is pursuing a number of avenues in relation to opportunities for the Asset at lease expiry. As the Board obtains a clearer view of the possible outcome(s) nearer the Lease expiry we will continue to communicate with the Company's Shareholders. Although the Company does not have a fixed life, the Articles required that the directors convene a general meeting six months before the end fo the term of the Lease (therefore in June 2022) where an ordinary resolution will be proposed that the Company proceed to an orderly wind-up at the end of the term fo the Lease. The directors will consider (and if necessary, propose to Shareholders) alternatives for the future of the Company depending on the outcome(s) of the aforementioned pathways as we approach Lease end.
This report delivers the second iteration of the Company's ESG Policy. This provides Shareholders with further detail on the Company's business model and matters such as the environmental and social considerations of the aviation industry and the importance of high standards of Corporate Governance. Your Board recognises the increasing importance of ESG matters in relation to shareholders' investment considerations and has sought to address the topic in a pragmatic fashion, as detailed in our ESG report on page 33.
Doric continues to monitor the Lease and is in frequent contact with the Lessee and reports regularly to the Board. Nimrod continues to liaise with Shareholders on behalf of the Board and has provided valuable feedback on the views of Shareholders in the current climate.
Shareholders should note that although the underlying cash flows received and paid during the Period have been received and paid as anticipated and in accordance with contractual obligations; it may not be obvious that this is so because of the application of the accounting treatments for foreign exchange, rental income and finance costsmandated by IFRS.
For instance, the entirety of the rental income that is receivable under the 12 year Lease is credited evenly over each of the 144 months of the Lease. However rental income is not received in this uniform pattern, although it does closely match the similarly uneven pattern of debt servicing and other payments. The mismatch in timing between the receipt and recognition of rental income results in large deferred income or accrued income balances in the balance sheet.
Similarly, the relevant accounting standards require that transactions denominated in currencies other than the presentation currency (including, most importantly, the cost of the Aircraft) are translated into the presentation currency at the exchange rate ruling at the date of the transaction whilst monetary items (including also very significantly, the outstanding borrowings and deferred income creditor) are translated at the rate prevailing on the reporting date. The result is that the figures sometimes show large mismatches which are reported as unrealised foreign exchange differences - although the distortive effect becomes less pronounced over time as debt is paid down.
On an on-going basis and assuming the Lease rental is received, and the loan payments are made as anticipated, such exchange differences do not reflect the commercial substance of the situation in the sense that the key transactions denominated in USD are in fact closely matched. Rental income received in USD is used to make loan repayments due which are likewise denominated in USD. Furthermore, the USD Lease rentals and loan repayments are fixed at the inception of the Lease and are very similar in amount and timing.
The Board encourages Shareholders to read the Company's quarterly fact sheets which we believe provide a great deal of interesting information. We hope these regular reports, in addition to the communication you receive from Nimrod, are useful and informative. The directors welcome Shareholder engagement and feedback and encourage you to contact Nimrod to request a meeting or to relay any feedback.
Finally, on behalf of the Board, I would like to thank our service providers for all their help and, most importantly, all Shareholders for their continuing support of the Company during these difficult times. I look forward to keeping all Shareholders up to date with further progress.
Charles Wilkinson
Chair
2 August 2021
ASSET MANAGER'S REPORT
At the request of the directors of the Company, this commentary has been provided by the Asset Manager of the Company.
COVID-19
The Pandemic continues to impact private and economic life worldwide. The consequences of COVID-19 are far reaching and changing at a significant pace. The impact of this Pandemic on the aviation sector has been significant with a large part of the global passenger aircraft fleet grounded. This Asset Manager's report is exclusively based on known facts at the time of writing and does not seek to draw on any speculation about any possible future, long-term impacts of the pandemic on the aviation sector or the Company specifically and should be read in such context.
1. The Doric Nimrod Air One Airbus A380
The Airbus A380 is registered in the UAE under the registration mark A6-EDC. Due to the effects of COVID-19, the Aircraft has been stored since March 2020, currently at DWC.
Maintenance Status
Emirates maintains its A380 aircraft fleet based on a maintenance programme according to which minor maintenance checks are performed every 1,500 flight hours, and more significant maintenance checks (C checks) at 36-month or 18,000-flight hour intervals, whichever occurs first.
Due to the continuing Pandemic, Emirates has stored the Aircraft owned by the Company in Dubai. The Lessee has "a comprehensive aircraft parking and reactivation programme [in place], that strictly follows manufacturer's guidelines and maintenance manuals". In addition, Emirates has enhanced standards and protocols of their own, to protect and preserve the Asset during the downtime. This includes the watertight sealing of all apertures and openings through which environmental factors - sand, water, birds, and insects - can find their way inside an aircraft. During parking, maintenance teams complete periodic checks at different intervals. Depending on the reactivation date of a specific aircraft, Emirates might defer due maintenance checks, which are calendar-based, until that time. This would allow the airline to make use of the full maintenance interval once the operation of a specific aircraft resumes.
Emirates bears all costs (including for maintenance, repairs, and insurance) relating to the Aircraft during the lifetime of the Lease.
Inspections
The Asset Manager conducted a records audit in May 2020 and a physical inspection of the Aircraft in October 2020. Due to the storage of the Aircraft and the protective measures associated with this, the inspection of the Aircraft was limited to viewing the outside of the aircraft from ground level. The condition of the Aircraft - to the extent visible - was in compliance with the provisions of the Lease agreement.
Lease Expiry
The Lease with Emirates expires on 16 December 2022 and provides the Lessee with an option to purchase the Aircraft. The Company has notified Emirates about the availability of this option. However, the Lessee had not made use of this by the contractual deadline, which was 16 May 2021. For this reason, the Company's remarketing agent, Doric, will pursue with its efforts to remarket MSN 016 for sale or lease. Alternatively, although the current Lease does not entail an extension option beyond its 12 year term, both parties could agree on a lease prolongation at any time before the Lease expires.
2. Market Overview
The impact of COVID-19 on the global economy has been severe, resulting in an estimated contraction in global GDP of 4.3% for 2020, according to the World Bank. This is expected to be followed by a recovery in growth of 5.5% in 2021. In its latest economic impact analysis from April 2021, ICAO estimates that the full year 2020 has seen an overall reduction in seats offered by airlines of 50% compared with the previous baseline forecast for that year. Furthermore, ICAO anticipates this trend to continue through 2021 with airlines reducing seats offered by 34% to 39% compared to 2019 levels. However, the actual impact of COVID-19 on the airline industry will depend on several factors, including the duration and magnitude of the outbreak and containment measures, the degree of consumer confidence in air travel as well as general economic conditions.
IATA anticipates an airline industry-wide net loss of USD47.7 billion in 2021, according to its latest update from April 2021. On this occasion it also revised the net loss estimate for the previous year from nearly USD119 billion to more than USD126 billion, due to larger than anticipated losses in the final quarter of 2020.
While air passenger demand began its recovery from the low point in April 2020, IATA notes that the recovery in air travel has been stagnating due to the global resurgence of the virus and the related shutdowns during the fourth quarter of 2020. In total, industry-wide RPKs fell by 65.9% in 2020 - the largest decline in the history of aviation. Similarly, industry-wide capacity, measured in ASKs, contracted by 56.7% last year. As a result, the worldwide PLF fell by 17.5 percentage points to 65.1%.
Due to their reliance on international long-haul routes, Middle Eastern carriers like Emirates experienced the greatest decline in RPKs (-72.2%) of any region in 2020. Capacity also fell by 63.3% during that period. This resulted in an 18.5 percentage point decrease in PLF to 57.6%.
The latest IATA passenger traffic data from February 2021 demonstrate renewed weakness in air travel following new variants of the virus leading to a record-high level of confirmed cases in January 2021 and governments increasing travel restrictions. However, global new cases of COVID-19 were on a downward trend in February, around 40% below the record level from January. Despite this, RPKs in February contracted by 74.7% compared to pre-crisis February 2019 levels. This deterioration in the air travel recovery was primarily driven by domestic markets, especially in China, where citizens were asked to stay at home during the traditional Chinese New Year travel period. IATA notes that this decline could reverse in March with flights scheduled in domestic China rising above pre-crisis levels.
IATA cautions that vaccine distribution efforts are progressing slowly. At the end of February, there were only 3.3 doses given per 100 people worldwide. Countries have kept international travel restricted to avoid importing new variants and because both sides of the route require low infection rates. Only Africa and the Middle East have begun to ease flight restrictions as of February 2021.
Source: IATA, ICAO
(c) International Air Transport Association, 2021. Air Passenger Market Analysis December 2020. Air Passenger Market Analysis February 2021 . Outlook for the Global Airline Industry - Update April 2021. All Rights Reserved. Available on the IATA Economics page .
(c) International Civil Aviation Organization. Effects of Novel Coronavirus (COVID-19) on Civil Aviation: Economic Impact Analysis, 20 April 2021.
3. Lessee - Emirates
Network
Emirates' recovery efforts continued at the beginning of 2021 with the restart of operations to destinations in the Americas. As of the beginning of March, Emirates had resumed flights to 10 destinations in North America: Boston, Chicago, Dallas, Houston, Los Angeles, New York JFK, San Francisco, Seattle, Toronto, and Washington DC. Emirates also increased the frequencies of its services to New York, Los Angeles, and Sao Paulo. Additionally, Emirates announced plans to increase services to the Maldives and Seychelles ahead of the Easter holiday. Emirates is primarily using Boeing 777 aircraft to serve these destinations.
However, Emirates has also had to demonstrate flexibility in its recovering operations amid worsening COVID-19 cases. At the end of January, the UK restricted the entry of passengers who arrived from or transited through the UAE to those with British or Irish passports or UK residency and banned direct flights from the country. In response, Emirates is providing outbound passenger services from the UK to Dubai, primarily for UAE residents. By the end of March 2021, Emirates had restored services to over 120 passenger and cargo destinations worldwide, reaching 42% of its total capacity compared to the previous year. Emirates operated flights to 157 destinations in 82 countries before the pandemic started.
Emirates' president Sir Tim Clark stated in February that the carrier will recover from the COVID-19 crisis without any fundamental changes to its business model. Rather, Emirates intends to use its mix of widebody aircraft to take advantage of anticipated supply-side shortages in medium- and long-haul sectors in the coming years. At the same time, he revised his earlier prediction according to which medium- and long-haul international traffic would ramp up significantly in July and August this year. He now expects such developments in the last quarter of 2021: "At the end of the day, my view is that once we are through this, demand for air travel will return, consumer confidence will return."
In February, Emirates announced that it has become among the first airlines in the world to operate a flight with fully vaccinated frontline teams across all customer touchpoints, including check-in and security personnel, as well as engineers, pilots, and cabin crew. About a month into its vaccination programme, close to 26,000, or 44%, of Emirates Group's UAE frontline aviation workforce, which includes Emirates and air service provider dnata, have already received both doses of the vaccine.
In March, Emirates and TAP signed a Memorandum of Understanding to expand the codeshare partnership currently in place between both airlines. TAP passengers will gain access to Emirates' destinations in East Asia, while Emirates passengers will be able to access additional domestic destinations in Portugal as well as to cities in the USA, Canada, Mexico, Brazil, Senegal, Guinea-Bissau, Guinea-Conakry, Morocco, Tunisia, Gambia, and Cape Verde. The carriers also intend to explore ways to cooperate on their respective frequent flyer and stopover programmes.
In April, Emirates commenced trials of IATA's Travel Pass on a flight from Dubai to Barcelona. The Travel Pass is a mobile application with an integrated registry of travel requirements designed to enable passengers to manage their travel in line with any government requirements for COVID-19 testing or vaccine information.
Fleet
For the last year or so, Emirates' operations have largely focused on cargo services using its fleet of Boeing 777 aircraft. To meet the global demand for the transport of essential supplies, Emirates SkyCargo introduced freighter services using passenger aircraft as well as 19 Boeing 777-300ER 'mini-freighters' converted for cargo operations. Emirates SkyCargo also made use of A380 'mini-freighters' on select cargo charter operations during this time. As of mid-March, Emirates SkyCargo has operated more than 27,800 cargo-only flights on passenger aircraft, which have transported more than 100,000 tonnes of essential supplies. In total, about a third of Emirates' passenger aircraft was used for cargo operations.
The table below details the passenger aircraft fleet activity as of 31 March 2021:
Passenger Fleet Activity
Aircraft Type Grounded In Service
-------- ----------
A380 102 15
-------- ----------
777 1 134
-------- ----------
Total 103 149
-------- ----------
% 41 % 59 %
-------- ----------
Source: Cirium as of 31 March 2021
In late January 2021 , Boeing announced a further delay to the 777X programme , now pushing the delivery of the first of the type to at least late 2023. Given the delay, the 777X might not enter into service with Emirates as late as 2025 and so the carrier now intends to operate the A380 on trunk routes through to the mid-2030s with the 777X gradually replacing A380s leaving the fleet. In this context, Emirates President Sir Tim Clark has even raised the prospect of switching orders from the 777X to the 787 Dreamliner, a smaller aircraft family compared to the 777X. He also noted that the use of generally smaller aircraft will result in slot capacity issues, once traffic levels return after the Pandemic.
According to the airline's chief operating officer, Emirates is discussing dates and schedules of new aircraft deliveries with Airbus and Boeing. Additionally, amid the uncertainty of the new deliveries, Sir Tim Clark emphasized that the A380 will continue to play an ongoing role at Emirates for at least another 15 years, underscoring that the A380 accounted for 85% of profits and was "always full" prior to the Pandemic.
Key Financials
In the financial year end ing 31 March 202 1 , Emirates recorded its first loss in over 30 years. Revenues fell 66.4% to AED 30.9 billion (USD 3.7 billion) due to the global Pandemic. As a result, Emirates recorded a net loss of AED 20.3 billion (USD 5.5 billion) compared to a profit of AED 1.1 billion (USD 287.7 million) in the previous financial year .
The number of passengers Emirates carried fell 88% to 6.6 million during the financial year following the suspension of passenger operations in the early part of the year and the subsequent sluggish recovery . As a result, Emirates reduced its ASKs by 83% in the 2020/21 financial year, while RPKs were down by 90%. During this period, Emirates' average PLF fell to 44.3%, compared to last year's pre-Pandemic figure of 78.5%.
In response to the crisis, Emirates took a number of actions to reduce costs, including reducing its workforce by 32.0%. It also trimmed its fleet by a net 11 units. This includes five A380. One was retired during the financial year. A further four were taken out of operations as they are currently grounded and not expected to be used before their scheduled retirement dates within the 2021/22 financial year. Additionally, the carrier sought to restructure certain financial obligations, renegotiate contracts, and consolidate its operations. Overall, Emirates reduced its total operating costs by 46.4%. This was attributable to lower nominal cost in all but one operating cost category. Charges for depreciation, amortization and impairment increased, and its share in total operating costs amounted to 42.9%. Jet fuel, traditionally the single largest cost category with Emirates, represented a share of 13.9% in the total operating cost. Despite this significant reduction in operations, the carrier's EBITDA remained positive at AED 4.6 billion (USD 1.3 billion).
While demand for air passenger travel was down during the 2020/2021 financial year, airfreight demand rose strongly. In fact, Emirates SkyCargo increased its revenues by 52.6% to AED 17.1 billlion (USD 4.7 billion) during this period. The volume of cargo uplifted decreased by 21.6% to 1.9 million tonnes due to the lower belly capacity available, while the yield nearly doubled. This development reflects the extraordinary market situation during the global Pandemic.
In February 2021, Adel Al Redha, Emirates COO, noted that freight revenues exceeded the airline's expectations. Revenue from cargo operations amounted to 56.6% of Emirates' total revenues during the last financial year, up from 12.8% in the period before. However, passenger travel revenues appear to be volatile, depending on the measures taken by countries to overcome the Pandemic.
As of 31 March, Emirates' total liabilities decreased by 11.3% to AED 131.6 billion (USD 35.9 billion USD) compared to the end of the previous financial year. Total equity decreased by 14.6 % to AED 20.1 billion (USD 5.5 billion ) with an equity ratio of 13. 3%. Emirates' cash position amounted to AED 4 billion (USD 1 billion) at the end of March 2021. This compares to AED 20.2 billion (USD 5.5 billion) in cash assets at the beginning of the 2020/21 financial year. The drop in liquid funds was mainly driven by ticket refund payments to customers in the amount of AED 8.5 billion (USD 2.3 billion), while the cash flow from operating activities was AED 4.0 billion (USD 1.1 billion) positive.
On the ongoing financial position of Emirates in light of the global pandemic, HH Sheikh Ahmed bin Saeed Al Maktoum, chairman and chief executive of Emirates, stated: " Our top priorities throughout the year were: the health and wellbeing of our people and customers, preserving cash and controlling costs, and restoring our operations safely and sustainably. Emirates received a capital injection of AED 11.3 billion (USD 3.1 billion) from our ultimate shareholder, the Government of Dubai... [This] helped us sustain operations and retain the vast majority of our talent pool."
As at the end of June 2021, Emirates has outstanding USD debt issuances with maturities in 2023, 2025, and 2028. These respective bonds were trading at above par (100 cents) each and with running yields ranging from approximately 3.8% to 4.4% in USD. There has also been no upward pressure on yields. This level of yields does not appear to indicate that the market sees any significant financial stress to the issuer. In its latest annual financial report the auditor PricewaterhouseCoopers issued an unqualified audit report and the airline stated it "remains confident to meet our financial commitments as they fall due in the coming year and beyond through proactive working capital management and utilisation of available credit lines and facilities".
Source: Bloomberg, Cirium, Emirates, Khaleej Times
4. Aircraft - A380
As of the end of March 2021, the global A380 fleet consisted of 240 planes with airline operators. Only 23 of these aircraft were in service, the remainder of the fleet is currently parked due to COVID-19. The fifteen operators are Emirates (117), Singapore Airlines (19), Deutsche Lufthansa (14), Qantas (12), BA (12), Korean Air Lines (10), Etihad Airways (10), Qatar Airways (10), Air France (9), Malaysia Airlines (6), Thai Airways (6), Asiana Airlines (6), China Southern Airlines (5), and All Nippon Airways (3), and Hi Fly (1). Another five aircraft are on order.
In February 2021, Qantas chief executive officer Alan Joyce contradicted earlier suggestions from experts that the Australian carrier's parked A380s could be permanently removed from future fleet plans: "So we do believe that there's a need for that fleet and we do believe it's going to generate cash, and it's all going to be about cash when we start up international." The airline is now planning to restart regular international passenger flights to most destinations from 31 October 2021.
At the Royal Aeronautical Society conference on 15 March, BA CEO Sean Doyle confirmed the carrier's intentions to return the A380 to service, stating that the aircraft type is "an important part of our fleet, and at the minute our plans are to obviously fly [it again]". He added that the A380 "works very well in a number of larger markets". BA has not provided a timeline for the return of the A380 to operations.
Also in March, Lufthansa Group CEO Carsten Spohr confirmed that the A380 will be phased out as a part of its fleet remodelling. In total, Lufthansa plans to reduce its group fleet size by approximately 200 aircraft (approximately 25% of its current fleet) by 2023.
Thai Airways International has begun to gauge market interest for two of its six A380s. In March, the carrier issued a request for indication of interest for the 2013-built aircraft (MSNs 125 and 131). The carrier added that, given the ongoing preparation of its rehabilitation plan, it will formally invite bidders to submit "official proposals" following a court order approving that plan.
With the final production A380 aircraft ferried to Hamburg in March for interior outfitting and painting, Airbus will now concentrate on supporting the in-service fleet of A380s "for as long as possible", according to its chief executive Guillaume Faury.
An April analysis report from Cirium stated that, while older A380 aircraft are more likely to be phased out, airlines will be at least partially incentivized to retain and operate their A380s for at least the next five years, because of the cost of an early phase-out. In fact , the report notes that there have been very few formal decisions to remove the A380 from fleets since the beginning of the COVID-19 crisis, with Air France being the only operator to have explicitly retired aircraft. This is also because, for some operators, such as BA, Emirates and Qantas, the A380 remains an important part of the fleet and hub network, as industry experts state in the report. However, the report adds that growing concerns around sustainability and other factors could further decrease the likelihood of a second-hand market developing for the A380. Regarding Emirates, the report stated that " it remains unclear how many of Emirates' A380s will return to service - and at what speed" but the carrier is better positioned than any other carrier to sustain large-scale A380 fleet capacity.
Source: Cirium
DIRECTORS
As at 31 March 2021 the Company had four directors all of whom were independent and non-executive.
Charles Edmund Wilkinson - Chair of the Company and Nomination Committee
Charles Wilkinson is a solicitor who retired from Lawrence Graham LLP in March 2005. While at Lawrence Graham he specialised in corporate finance and commercial law, latterly concentrating on investment trust and fund work.
Charles is a director of Doric Nimrod Air Two Limited and Chair of Doric Nimrod Air Three Limited. Charles is also a director of Landore Resources Ltd, a Guernsey based mining exploration company. He is resident in Guernsey.
Geoffrey Alan Hall - Chair of the AR Committee
Geoffrey Hall has extensive experience in asset management, having previously been Chief Investment Officer of Allianz Insurance plc, a major UK general insurance company and an investment manager at HSBC Asset Management, County Investment Management, and British Railways Pension Funds. Geoffrey is also the Chair of Doric Nimrod Air Two Limited and a director and Chair of the AR Committee of Doric Nimrod Air Three Limited.
Geoffrey earned his master's degree in Geography at the University of London and is an associate of the CFA Society of the UK. He is resident in the United Kingdom.
Suzanne Elaine Procter - SID
Suzie Procter brings over 39 years' experience in financial markets, with specific expertise in asset management. She was previously a non-executive director of TR Property Investment Trust plc, an investment company listed on the FTSE 250 index. Her executive roles included Partner and member of the Executive Management Committee at Cantillon Capital Management LLC, Managing Director of Lazard Asset Management, Head of Institutional Sales at INVESCO Asset Management, Director and Head of Fixed Income Business at Pictet International Management Ltd and Head of Fixed Income at Midland Montagu Asset Management.
Suzie is also the SID of Doric Nimrod Air Two Limited and Doric Nimrod Air Three Limited. She is resident in the United Kingdom.
Andreas Josef Tautscher - Chair of the Management Engagement Committee
Andreas Tautscher brings over 32 years' financial services experience. He serves as a non-executive director and member of the Audit Committee of BH Global Limited, a Guernsey closed-ended investment company whose shares are traded on the Main Market of the LSE, and as a non-executive director of MJ Hudson Group plc, a Jersey company whose shares are traded on the AIM Market of the LSE. He is also a director and Chair of Arolla Partners , a leading independent director services business in the Channel Islands. From 1994 to 2018 Andreas held various roles at Deutsche Bank and was most recently CEO of the Channel Islands and Head of Financial Intermediaries for EMEA. He was previously a non-executive director of the Virgin Group. Andreas qualified as a Chartered Accountant in 1994.
Andreas is also Chair of the AR Committee of Doric Nimrod Air Two Limited, Chair of the Management Engagement Committee of Doric Nimrod Air Two Limited and Doric Nimrod Air Three Limited, and a director of Doric Nimrod Air Three Limited. He is resident in Guernsey.
SERVICE PROVIDERS
Management and the Delegation of Functions
The directors, whose details are set out on page 16, are responsible for reviewing the business affairs of the Company in accordance with the Articles and have overall responsibility for the Company's activities including all business decisions, review of performance and authorisation of distributions. The Company has delegated management of the Aircraft to Doric, which is a company incorporated in Germany. Further details are outlined below under the heading Asset Manager. The directors delegate secretarial and administrative functions to JTC which is a company incorporated in Guernsey and licensed by the GFSC for the provision of administration services. The registrar function is delegated to the Registrar, which is licensed and regulated by the GFSC.
Asset Manager
Doric has been appointed by the Company to provide asset management services to the Company. Pursuant to the Asset Management Agreement, Doric will: (i) monitor Emirates' and any subsequent lessees' performance of its obligations under the Lease and any subsequent leases respectively (which shall include the obligations relating to the maintenance of insurance cover); (ii) provide the Company with information regarding alternatives with respect to any potential sale or re-lease of the Asset; (iii) carry out mid-lease inspections of the Asset; (iv) provide the Company with asset monitoring reports describing the state and any material changes to the state of the Asset; and (v) liaise, as and when necessary, with lenders, on all matters relating to the loan, as required.
Doric has further undertaken that it will dedicate sufficient time and resources as it reasonably believes is required from time to time to fulfil any contractual arrangements it enters into with the Company.
The Doric Group is a member of ISTAT and is a leading provider of products and services for investors in the fields of aviation, shipping, renewable energy and real estate. The Doric Group has an international presence, with offices in Germany, Hong Kong, the United Kingdom, and the United States, and a multinational team which offers access to extensive relationship networks and expert asset knowledge maintaining regulated financial institutions in Europe. One of the firm's core competencies is its asset management expertise, which is an integrated part of all Doric transactions and a cornerstone of the business. For further information about the Doric Group, please visit www.doric.com.
The aircraft portfolio currently managed by the Doric Group is valued at $7 billion and consists of 42 aircraft under management. These aircraft include commercial airliners ranging from ATR 72-500s and the Airbus A320 family, through the Boeing 737, 777, 787 and Airbus A330, up to the Boeing 747-8F and Airbus A380.
The Doric Group has 22 Airbus A380 aircraft currently under management and is therefore considered well positioned to perform the technical asset management of this aircraft type.
Corporate and Shareholder Adviser
Nimrod, which is authorised by the FCA has been appointed as the Corporate and Shareholder adviser by the Company.
Nimrod was founded in 2008 as an independent organisation which specialises in generating and sourcing interesting investment funds, themes and solutions managed by experts in their fields for the professional investor marketplace. It has launched nine listed investment companies since its formation and it also provides investment, marketing, distribution and advisory services to investment companies and their boards and managers.
Nimrod, together with Doric and Emirates, was awarded the "Innovative Deal of the Year 2010 award" by the international aviation magazine Airfinance Journal in recognition of the innovative financing of an Airbus A380 leased to Emirates by the Company, which was the first stock market listed aircraft investment vehicle.
Secretary & Administrator
JTC is an independent provider of institutional and private client services to clients in numerous jurisdictions and is a member of the JTC Group. For further information about the JTC Group please visit www.jtcgroup.com .
JTC is a Guernsey incorporated company and provides administration and secretarial services to the Company pursuant to an Administration and Secretarial Agreement. In such capacity, JTC is responsible for the general secretarial functions required by the Law and assists the Company in its compliance with its continuing legal and regulatory obligations, as well as providing advice on good corporate governance and best practice for a publicly traded company.
JTC is also responsible for the Company's general administrative functions and for the preparation of unaudited half-yearly and audited annual financial reports, subject to the direction and oversight of the Board.
Registrar
The Registrar is the Company's CREST compliant registrar. The Registrar is responsible for the maintenance of the Company's Share register and for the processing of dividend payments and stock transfers. The Registrar is licensed and regulated by the GFSC and further information about the Registrar may be obtained from their website at www.jtcgroup.com.
Liaison Agent
Amedeo Services (UK) Limited had been appointed by the Company, pursuant to the Amended Liaison Services Agreement, to act as Liaison agent. The Board considered that the services of the Liaison agent were no longer required and the Liaison Services Agreement was terminated on 21 April 2021.
Review
The Board keeps under review the performance of the Asset Manager, Corporate and Shareholder Adviser, the Secretary, Administrator and the Registrar and the powers delegated to each service provider. In the opinion of the Board, the continuing appointments of the service providers on the terms agreed are in the best interests of Shareholders as a whole.
A full list of the Company's service providers is set out on page 89.
MANAGEMENT REPORT
A description of important events which have occurred during the financial year under review, their impact on the performance of the Company as shown in the financial statements and a description of the principal risks and uncertainties facing the Company are given in the Chair's Statement, Asset Manager's Report, Statement of Principal Risks and the notes to the financial statements contained on pages 61 to 88 and are incorporated here by reference.
T h e re w ere no ma t erial r ela t ed pa r ty tra nsact ions w hich t ook place in t he Period, o t her t han t hose disclosed at no te 22 of t he no t es to t he f i n anci al st a t emen ts.
Principal Risks and Uncertainties
The Board has undertaken a robust assessment of the principal risks facing the Company and has undertaken a detailed review of the effectiveness of its risk management and internal control systems. The Board is comfortable that the risks are being appropriately monitored on a regular basis.
The risks set out below are those which are considered to be the material risks relating to an investment in the Shares but are not the only risks relating to the Shares or the Company. Additional risks and uncertainties of which the Company is presently unaware or that the Company currently believes are immaterial may also adversely affect its business, financial condition, results of operations or the value of the Shares.
The principal risks associated with the Company are:
-- Operational risk: The Board is ultimately responsible for all operational facets of performance including cash management, asset management, regulatory and listing obligations. The Company has no employees and so enters into a series of contracts/legal agreements with a series of service providers to ensure both operational performance and the regulatory obligations are met. This risk has been mitigated by the Company using well established, reputable and experienced service providers and assessing service providers' continued appointment on at least an annual basis.
-- Investment risk: There are a number of risks associated with the Company's Asset in relation to the occurrence of technical faults with the Asset or actions by third parties causing both damage to the Asset and also damaging the demand for global air travel. This risk has been mitigated by the Lessee's contractual responsibility to insure, repair and maintain the Aircraft for the duration of the Lease.
-- Borrowings and financing risk: There is a risk that the Company is exposed to fluctuations in market interest rates and foreign exchange rates. This risk has been mitigated by ensuring that loan repayments are made from lease rental revenues received in the matching currency and by fixing the interest rates on loan and lease rentals.
-- Credit risk: Emirates is the sole lessee of the Asset and is headquartered in the Middle East. Should Emirates default on the rental payments due to domestic events, events in the wider airline industry or other reasons it is unlikely the Company will be able to meet its targeted dividends or, in the case of ongoing default, continue as a going concern. The risk of default is potentially mitigated by the ability of the Company to sell or re-lease the Asset in the event of a single default. However, this could be impacted by market conditions at the time.
-- Secondary market risk: There is a risk that the Company would not be able to achieve the projected resale value of the Asset due to changes in demand for second hand aircraft of the type owned by the Company. The Board monitors, and revises the residual value of the Aircraft on an annual basis.
-- Regulatory risk : The Company is required to comply with the DGTRs of the FCA and the requirements imposed by the Law and the GFSC. Any failure to comply could lead to criminal or civil proceedings. Although responsibility ultimately lies with the Board, the Secretary also monitors compliance with regulatory requirements.
-- Valuation risk : There is a risk that the useful life or residual value used in determining depreciation are not appropriate or accurately calculated. The Board assess, based on the latest forecast valuations, particularly in light of COVID-19, whether the selected residual values remains as an appropriate basis of valuation and with consideration to the range of estimates provided by the external valuers. The Group has a robust audit process to ensure that valuations accurately reflect the requirements of IFRS
-- Global Pandemic: The emergence of a global Pandemic has had a profound and negative impact on the operations and performance of the Company and may directly or indirectly affect some of the other risks mentioned in this table. The Board and its key service providers all act to the best of their abilities to protect the welfare of the various teams involved in the affairs of the Company to ensure operations are maintained to the extent possible, and to protect and support the assets of the Company for as long as is required. Please refer to the Chair's Statement, the Asset Manager's Report and the going concern statement below for more information on how the Company is being affected by COVID-19.
Data Protection
The Company has implemented measures designed to ensure its compliance with the EU General Data Protection Regulation (EU) 2016/679 and associated legislation in Guernsey. The Company has also issued a privacy notice explaining the data it holds, how the data is processed and its procedures for processing this data. This notice is available for review and download at the Company's website.
Going Concern
The Company's principal activities are set out within the Company Overview on page 6. The financial position of the Company is set out on page 58. In addition, note 19 to the financial statements includes the Company's objectives, policies and processes for managing its capital, its financial risk management objectives and its exposures to credit risk and liquidity risk.
The directors in consultation with the Asset Manager are monitoring the continuous effect of the Pandemic generally on the aviation industry and specifically on the Company's aircraft value and the financial wellbeing of its Lessee both now and in the future. The Pandemic continues to have a pervasive impact on the global economy and it remains possible that the Company's future performance could be impacted in this prolonged period of uncertainty. In many jurisdictions restrictions on the ability of people to travel still adversely affect the airline sector, and by extension the aircraft leasing sector. The risk therefore remains that some airlines may not be able to pay rent as it falls due. The impact of the Pandemic on the aviation industry has been significant with a large part of the global passenger aircraft fleet temporarily grounded. These factors, together with wider economic uncertainty and disruption, have had an adverse impact on the future value of the Aircraft owned by the Company, and could also negatively impact on the sale, re-lease, refinancing or other disposition of the Aircraft.
Given the prolonged impact of the Pandemic, increased lessee counterparty credit risk remains in existence and there could be requests for Lease rental deferrals. Reduced rents receivable under the Lease may not be sufficient to meet the fixed loan interest and regular repayments of debt scheduled during the life of the Loan and may not provide surplus income to pay for the Company's expenses and permit the declaration of dividends.
The option to remarket the Aircraft following a potential event of default by the Lessee has not been taken into account. The period of time necessary to successfully complete such a process is beyond the twelve months forecasting horizon of the going concern considerations. This applies in particular in times of COVID-19, as various restrictions are still in place to contain the Pandemic.
Based on current information the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, although the risk to this is clearly higher compared to a pre-COVID-19 environment.
The directors have considered Emirates' ability to continue paying the Lease rentals over the next 12 months and are satisfied that the Company can meet its liabilities as they fall due over this period. Further detail regarding the assumptions adopted when forming this conclusion can be found in the Viability Statement below. The directors consider that the going concern basis of accounting remains appropriate however note a material uncertainty below.
Although the Company does not have a fixed life, the articles of incorporation require that the Directors convene a general meeting of the Company six months before the end of the term of the Lease where an ordinary resolution will be proposed that the Company proceed to an orderly wind-up at the end of the term of the Lease (the "Liquidation Resolution") and the directors will consider (and if necessary, propose to Shareholders) alternatives for the future of the Company, including re-leasing the Asset, or selling the Asset and reinvesting the capital received from the sale of the Asset in another aircraft.
The outcome of the Liquidation Resolution will be known at a point within the 12 month period commencing on the date when the Board approved the Annual Financial Report ("AFR"), which is due to take place in June 2022. This is six months before the end of the lease term in December 2022 and creates a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. In this event, the Company would proceed with an orderly wind-up after the lease-end. Such a determination would mean that the Company, though solvent and able as before to meet its liabilities as they fall due, would no longer meet the definition of a going concern i.e. an entity which will continue its operations for the foreseeable future.
Viability Statement
In accordance with Provision 31 of the Code, the directors of the Company have considered the prospects of the Company over the period from present until the Lease is due to terminate in December 2022, a period of approximately seventeen months. In choosing the period of viability for the Company the Board has considered the prospect of Emirates performing their obligations until the end of their Lease.
The Board, in assessing the viability of the Company, has paid particular attention to the principal risks faced by the Company as disclosed in the Management Report and the notes to the financial statements, reviewing on an ongoing basis the risks faced and ensuring that any mitigation measures in place are functioning correctly.
In addition, the Board has considered a detailed cashflow projection for the running costs of the Company and has assumed that Emirates is a going concern. The Board believes that it is reasonable to assume as of the date of the approval of the annual financial report that Emirates will continue with the contracted lease rental payments due to the following:
- Emirates continues to be a going concern as at the date of the Lessee's latest signed annual financial report for the financial year ended on March 31, 2021.
- Challenged by an unprecedented drop in passenger air travel during 2020, the Lessee reacted quickly and temporarily adjusted its business model with a particular focus on air cargo services. The high Pandemic-driven demand in this space helped the Lessee to contain its losses in the passenger segment.
- Although Emirates concluded its last financial year with the first net loss in more than 30 years and refunded already paid tickets in the amount of US$ 2.3 billion, it still has a substantial cash position, which also benefited from the support of its ultimate shareholder.
- Emirates confirmed to have access to the capital markets and was able already able to secure committed offers for the financing of two upcoming aircraft deliveries.
- The Government of Dubai has injected capital in the combined amount of US$3.1 billion into Emirates so far, since the Pandemic brought global air travel to a near halt. It previously had publicly confirmed that they will financially support Emirates during this period , indicating the trust capital markets have in Emirates .
- Emirates' listed debt and CDS's are trading at non-distressed levels.
- As of the date of the annual financial report, the Board is not aware of a formal request to the Company for a Lease payment deferral or any other efforts that would result in the restructuring of the existing transaction.
- Emirates has paid all the Lease rentals to the Company in a timely manner.
- If end of lease negotiations with Emirates have not been concluded by the end of the term of the current Lease, the Lease rentals due under the existing agreement must continue to be paid.
The Company retains sufficient cash to cover the forecast operating costs of the Company until the termination date of the Lease in December 2022, assuming receipt of planned rental income.
The directors believe that their assessment of the viability of the Company over the period chosen was sufficiently robust and encompassed the risks which would threaten the business model, future performance, solvency or liquidity of the Company.
As a result of their review, the directors of the Company have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due until the termination date of the Lease in 2022, however there is a material uncertainty noted in the going concern section above on page 20-21.
Responsibility Statement
The directors jointly and severally confirm that to the best of their knowledge:
(a) the financial statements, prepared in accordance with IFRS give a true and fair view of the assets, liabilities, financial position and profits of the Company and performance of the Company;
(b) this Management Report includes or incorporates by reference a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces; and
(c) the annual report taken as a whole is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's position, performance, business model and strategy.
Charles Wilkinson Geoffrey Hall Chair Director
2 August 2021
DIRECTORS' REPORT
The directors present their annual report and audited financial statements of the Company for the financial year ended 31 March 2021.
Principal Activities and Business Review
The principal activity of the Company is to acquire, lease and then sell a single aircraft. The directors do not envisage any change in these activities for the foreseeable future. A description of the activities of the Company in the year under review is given in the Chair's Statement and the Asset Manager's Report respectively on pages 7 to 10 and 11 to 15.
Status
The Company is a Guernsey domiciled company the Shares of which are admitted to trading on the SFS. Its registered number is 52484. The Company operates in accordance with the Law.
Results and Dividends
The results of the Company for the financial year are set out on page 57.
The Company declared dividends during the financial year under review as follows:
Quarter End Announcement Date Payment Date Dividend per Share
(pence)
31 March 2020 16 April 2020 30 April 2020 2.25
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30 June 2020 16 July 2020 31 July 2020 2.25
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30 September 2020 15 October 2020 30 October 2020 2.25
------------------- ----------------- -------------------
31 December 2020 14 January 2021 29 January 2021 2.25
------------------- ----------------- -------------------
The Company declared the following dividends after the financial year end:
Announcement Date Payment Date Dividend per Share (pence)
14 April 2021 30 April 2021 2.25
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30 July 2021 (expected
15 July 2021 payment date) 2.25
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The Company aims to continue to pay quarterly dividends of 2.25 pence per Share, in line with the Distribution Policy. There is no guarantee that any future dividends will be paid.
Directors
The directors in office are shown on page 16 and all directors remain in office as at the date of signing of these financial statements. Further details of the directors' responsibilities are given on page 22.
No director has a contract of service with the Company, nor are any such contracts proposed.
The following interests in Shares of the Company are held by persons discharging directorial responsibility and their persons closely associated:
Number of Shares Number of Shares
held held
as at 31 March 2021 as at 30 July 2021
Charles Wilkinson 100,000 100,000
Geoffrey Hall 70,000 70,000
Suzie Procter 12,500 12,500
Andreas Tautscher 6,400 6,400
Other than the above shareholdings, none of the directors nor any persons connected with them had a material interest in any of the Company's transactions, arrangements or agreements during the year and none of the directors has or has had any interest in any transaction which is or was unusual in its nature or conditions or significant to the business of the Company, and which was effected by the Company during the reporting year.
As at the financial year end and as at the date of this report, there are no outstanding loans or guarantees between the Company and any director.
There were no material related party transactions which took place in the financial year under review, other than those disclosed in the Directors' Report and at note 22 to the financial statements.
Substantial Controllers of Voting Rights
The Company has identified the following substantial controlling interests in voting rights attached to the Company's issued Share capital in accordance with Chapter 5 of the DGTRs. These are based on notifications made to the Company since inception and may differ substantially from positions recorded on the Company's Share register.
There have been no material changes in the below list of substantial controlling interests between the end of the year under review and 30 July 2021, being the latest practicable date prior to the date of approval of this report.
Name % of Total Voting Rights Number of Shares Weiss Asset Management LP 12.72% 42,450,000 City of Bradford Metropolitan District Council 10.60% 4,500,000 East Riding of Yorkshire Council 10.60% 4,500,000 Nestle Capital Management Limited 9.42% 4,000,000
Corporate Governance
Statement of Compliance with the Code, as published in July 2018
As a Guernsey incorporated company and under the DGTRs, the Company was not, for the year under review, required to comply with the Code. The Company has, however, voluntarily committed to comply with the Code or explain any departures. A copy of the Code is available for download from the FRC's website (www.frc.org.uk).
Having reviewed the Code, the Board considers that it has maintained procedures during the year to ensure that it has complied with the Code, other than the following exceptions:
(i) Provision 2: The board should assess and monitor culture.
Provision 5: The board should understand the views of the company's other key stakeholders and describe in the annual report how their interests and the matters set out in section 172 of the Companies Act 2006 have been considered in board discussions and decision-making. The board should keep engagement mechanisms under review so that they remain effective.
For engagement with the workforce, one or a combination of the following methods should be used:
-- a director appointed from the workforce; -- a formal workforce advisory panel; -- a designated non-executive director.
Provision 6: There should be a means for the workforce to raise concerns in confidence and - if they wish - anonymously.
Company Response: the Company does not have any employees and therefore does not assess and monitor culture or engage with the workforce;
(ii) Provision 10: The board should identify in the annual report each non-executive director it considers to be independent. Circumstances which are likely to impair, or could appear to impair, a non-executive director's independence include, but are not limited to, whether a director:
-- has, or has had within the last three years, a material business relationship with the company, either directly or as a partner, shareholder, director or senior employee of a body that has such a relationship with the company;
-- holds cross-directorships or has significant links with other directors through involvement in other companies or bodies;
-- has served on the board for more than nine years from the date of their first appointment.
Where any of these or other relevant circumstances apply, and the board nonetheless considers that the non-executive director is independent, a clear explanation should be provided.
Provision 19: The chair should not remain in post beyond nine years from the date of their first appointment to the board. To facilitate effective succession planning and the development of a diverse board, this period can be extended for a limited time, particularly in those cases where the chair was an existing non-executive director on appointment. A clear explanation should be provided.
Company Response: the Board considers the directors to be independent. The directors of the Company are also directors of other DNA Companies and therefore the Board has implemented measures to manage any conflicts which might arise as a result of these appointments. The Chair and one director have been in situ since incorporation of the Company in October 2010 which exceeds the nine year provision. The Company's sole Asset has a fixed lease term of 12 years and as such the Board considers that continuity is important in the final years of the Company's life;
(iii) Provision 9: The chair should be independent on appointment when assessed against the circumstances set out in Provision 10. The roles of chair and chief executive should not be exercised by the same individual.
Company Response: there is no chief executive;
(iv) Provision 20: Open advertising and / or an external search consultancy should generally be used for the appointment of the chair and non-executive directors. If an external search consultancy is engaged it should be identified in the annual report alongside a statement about any other connection it has with the company or individual directors.
Company Response: due to the specific nature of the Company, it has thus far used industry contacts to identify a list of suitable candidates and undertakes a rigorous interview process;
(v) Provision 13: Non-executive directors have a prime role in appointing and removing executive directors. Non-executive directors should scrutinise and hold to account the performance of management and individual executive directors against agreed performance objectives. The chair should hold meetings with the non-executive directors without the executive directors present.
Provision 32: The board should establish a remuneration committee of independent non-executive directors, with a minimum membership of three, or in the case of smaller companies [i.e. not in the FTSE 350], two.
Provision 33: The remuneration committee should have delegated responsibility for determining the policy for executive director remuneration and setting remuneration for the chair, executive directors and senior management.
Provision 35: Where a remuneration consultant is appointed, this should be the responsibility of the remuneration committee.
Provision 41: There should be a description of the work of the remuneration committee in the annual report.
Company Response: the Company has no executive directors, senior management or employees. It does not have a remuneration committee given the small size of the exclusively non-executive and independent board. Remuneration provision is set out in this Directors' Report.
Board Evaluation
The Board is committed to ensuring that on an annual basis the strengths of the Board are recognised and any weaknesses are addressed. Each director has undertaken to engage with the evaluation process and take appropriate action when development needs have been identified. An external facilitation of the performance evaluation is considered by the Chair of the Nomination Committee on an annual basis.
For the financial year under review, the Nomination Committee agreed that an external facilitation of the performance evaluation required by provision 21 of the Code was not required and instead the evaluation was performed by the Nomination Committee.
Directors were asked to complete individual questionnaires on the performance of the Board and its committees on an anonymous basis and the completed questionnaires were considered at a meeting of the Nomination Committee. At the conclusion of its evaluation, the Nomination Committee made minor suggestions for improvements and also concluded that the Board generally operated well within its compact size.
Board Responsibilities
The Board comprises four directors and their biographies appear on page 16 demonstrating the wide range of skills and experience they each bring to the Board. All the directors are non-executive and independent, with Charles Wilkinson acting as Chair and Suzie Procter acting as SID.
The Nomination Committee regularly reviews the balance, knowledge and effectiveness of the Board, to identify if any additional experience or skills are needed and to ensure that the current directors have sufficient available time to undertake the tasks required and remain independent. The directors are able and encouraged to provide statements to the Board of their concerns and ensure that any items of concern are recorded in the Board minutes. When undertaking a search for a new director the Board would be mindful of diversity and meritocracy.
The other significant commitments of the current Chair are detailed in his biography on page 16. The Board was satisfied during the year and remains satisfied that the Chair's other commitments do not interfere with the day-to-day performance of his duties to the Company and that he has the commitment and time to make himself available at short notice should the need arise.
In accordance with the Articles the directors shall determine the directors' fees payable provided that the aggregate amount of such fees paid in respect of services rendered to the Company shall not exceed GBP150,000 per annum. All directors receive an annual fee and there are no share options or other performance related benefits available to them. All directors are paid a fee of GBP15,000 per annum and the Chair is paid an additional fee of GBP5,000 per annum. The Chair of the AR Committee is paid an additional GBP3,000 per annum. The terms and conditions of appointment of non-executive directors are available for inspection at the Company's registered office by prior arrangement with the Secretary.
The Board usually meets in Guernsey at least four times per year to consider the business and affairs of the Company, at which meetings the directors review the Company's Assets and all other important issues to ensure control is maintained. Due to travel restrictions imposed as a result of COVID-19 the UK resident directors have been unable to travel to Guernsey. However, the Board continues to operate effectively utilising both telephone and video conferencing to maintain contact with each other and with their advisors and auditors. The directors hold a Dividend Committee meeting each quarter in Guernsey to consider and, if thought suitable, approve the payment of a dividend in accordance with the Company's distribution policy.
Between these regular meetings the Board keeps in contact by email and telephone as well as meeting to consider specific matters of a transactional nature. Additionally the directors may hold strategy meetings with its relevant advisors in attendance as appropriate.
The directors are kept fully informed by the Asset Manager and Secretary of all matters that are relevant to the business of the Company and should be brought to the attention of the directors and/or the Shareholders. All directors have direct access to the Secretary who is responsible for ensuring that Board procedures are followed and that there are effective information flows both within the Board and between the committees and the Board.
The directors also have access to the advice and services of the Asset Manager and the Corporate and Shareholder Adviser and may also, in the furtherance of their duties, take independent professional advice at the Company's expense.
During the year the number of full Board meetings and committee meetings attended by the directors was as follows:
Director Board Meetings Audit and Risk Nomination Management Dividend
Committee Meetings Committee Engagement Committee
Meetings Committee Meetings***
meetings
Charles Wilkinson 5 of 5 6 of 6 3 of 3 1 of 1 4 of 4
--------------- -------------------- ----------- ------------ -------------
Geoffrey 5 of 5 6 of 6 3 of 3 1 of 1 4 of 4
Hall
--------------- -------------------- ----------- ------------ -------------
Suzie Procter 5 of 5 6 of 6 3 of 3 1 of 1 4 of 4
--------------- -------------------- ----------- ------------ -------------
Andreas Tautscher 5 of 5 6 of 6 3 of 3 1 of 1 4 of 4
--------------- -------------------- ----------- ------------ -------------
*** refer to page 29 for the composition and function of the Dividend Committee.
Audit and Risk Committee
Mr Hall, Mr Tautscher and Miss Procter are all members of the AR Committee, with Mr Hall acting as Chair. The AR Committee has regard to the Guidance on AR Committee's published by the FRC in September 2012 and as updated in April 2016. The AR Committee examines the effectiveness of the Company's and its service providers' internal control systems as appropriate, the annual and half-yearly reports and financial statements, the auditor's remuneration and engagement, as well as the auditor's independence and any non-audit services provided by them.
The FRC published updated Ethical and Auditing Standards in December 2019, which further restrict the provision of non-audit services by audit firms to their clients. The previous list of prohibited non-audit services list has been replaced with a short list of permitted services. Auditors of PIES can now only provide non-audit services which are closely linked to the audit itself or are required by law or regulation. Also, whereas PIES were previously limited to those entities incorporated in the EU, the FRC now defines PIES as all issuers whose transferable securities have been admitted to trading on a UK regulated market, which includes the LSE but not AIM. The Crown Dependency rules were also changed so that Market Traded Companies incorporated in the Crown Dependencies are also included in this requirement.
The AR Committee considers the nature, scope and results of the auditor's work and reviews it annually prior to providing a recommendation to the Board on the re-appointment or removal of the auditor. When evaluating the external auditor the AR Committee has regard to a variety of criteria including industry experience, independence, reasonableness of audit plan, ability to deliver constructive criticism, effectiveness of communication with Board and the Company's service providers, quality control procedures, effectiveness of audit process and added value beyond assurance in audit opinion.
Auditor independence is maintained through limiting non-audit services to specific audit-related work that falls within defined categories. All engagements with the auditor are subject to pre-approval from the AR Committee and fully disclosed within the annual financial report for the relevant period. A new lead audit partner is appointed every five years and the AR Committee ensures the auditor has appropriate internal mechanisms in place to ensure its independence.
The AR Committee usually meets in Guernsey at least twice per year, shortly before the Board meets to consider the Company's half-yearly and annual financial reports, and reports to the Board with its deliberations and recommendations and also holds annual planning and final meetings with the auditor. In addition the Board also meets during the audit process with the auditors to discuss issues relating to the residual values of the Assets. The AR Committee operates within clearly defined terms of reference based on the Institute of Chartered Secretaries and Administrators recommended terms and provides a forum through which the Company's external auditor reports to the Board. The AR Committee can request information from the Company's service providers with the majority of information being directly sourced from the Asset Manager, the Secretary and Administrator and the external auditor. The terms of reference of the AR Committee are available on the Company's website and on request from the Secretary.
Each year the Board examines the AR Committee's performance and effectiveness, and ensures that its tasks and processes remain appropriate. Key areas covered included the clarity of the AR Committee's role and responsibilities, the balance of skills among its members and the effectiveness of reporting its work to the Board. The Board is satisfied that all members of the AR Committee have relevant financial experience and knowledge and ensure that such knowledge remains up to date. Overall the Board considers that the AR Committee has the right composition in terms of expertise and has effectively undertaken its activities and reported them to the Board during the year under review.
During the financial year the AR Committee met six times. The AR Committee considered the annual financial report for the year ended 31 March 2020 and the half-yearly financial report for the period ended 30 September 2020. They met in January 2021, with the external auditor in attendance, to approve the 2021 audit plan. The AR Committee also undertook a review of the Company's auditor during the year.
Dividend Committee
The Dividend Committee consists of any one or more director, who has been given full power and authority to consider and, if thought suitable, declare and approve the payment of a dividend in accordance with the Company's distribution policy, provided all directors had been provided with prior notice of the proposal to declare each dividend and no director had raised any objection to the declaration of each dividend.
Nomination Committee
The Nomination Committee consists of all directors of the Company, with Mr Wilkinson acting as Chair of the committee, except when the Nomination Committee considers any matter in relation to the chairmanship of the Company, in which case an alternative chair would be appointed.
The functions of the Nomination Committee include to regularly review the structure, size and composition (including the skills, knowledge, experience, diversity and how effectively members work together to achieve objectives) of the Board and make recommendations to the Board with regard to any changes, and to perform a formal and rigorous performance evaluation of the Board, its committees, the chair and individual directors, including the consideration of having a regular externally facilitated Board evaluation .
During the financial year the Nomination Committee met twice, to consider the appointment of a SID and to undertake the annual performance evaluation of the Board and its committees.
Management Engagement Committee
The Management Engagement Committee was established on 15 October 2020 and consists of all directors of the Company, with Andreas Tautscher acting as Chair. The Management Engagement Committee meets at least once a year and the principal duties of the Management Engagement Committee are to review the terms of the agreements between the Company and its key service providers to ensure that they are competitive, fair and reasonable for shareholders, to review and make recommendations on any proposed amendment or material breach of those agreements and to monitor and evaluate the performance of the key service providers including the on-going suitability of the key service providers to provide advice to the Company .
During the financial year the Management Engagement Committee met once, to perform a review of the Company's service providers .
Internal Control and Financial Reporting
The Board is responsible for the Company's system of internal control and for reviewing its effectiveness. The Board confirms that there is an on-going process for identifying, evaluating and monitoring the significant risks faced by the Company.
The internal control systems are designed to meet the Company's particular needs and the risks to which it is exposed. Accordingly, the internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and by their nature can only provide reasonable and not absolute assurance against misstatement and loss.
The Board on an annual basis conducts a full review of the Company's risk management systems including consideration of a risk matrix which covers various areas of risk including corporate strategy, accuracy of published information, compliance with laws and regulations, relationships with service providers and business activities.
Asset management services are provided to the Company by Doric. Corporate and shareholder advisory services are provided to the Company by Nimrod. Administration and Secretarial duties for the Company are performed by JTC.
The Board clearly defines the duties and responsibilities of their agents and advisors. The appointment of agents and advisers is conducted by the Board after consideration of the quality of the parties involved and the Board monitors their on-going performance and contractual arrangements. The Board also specifies which matters are reserved for a decision by the Board and which matters may be delegated to its agents and advisers.
Management of Conflicts of Interest
The Company has adopted a formal conflict of interest policy and is committed to ensuring that all directors and service providers facilitate the Company conducting its business in a manner that is consistent with its reputation, conducive to maintaining high standard of integrity in all its business dealings, in the best interests of the Company's Shareholders.
The Board considers the directors' conflicts of interest at each Board meeting by reviewing a schedule of each director's other directorships and other interests held. Each director is required to notify the Secretary of any potential, or actual, conflict situations that would need to be considered by the Board.
No director has a service contract with the Company, although directors are issued with letters of appointment nor did any director have any interest in contracts with the Company during the financial year under review, or subsequently.
Anti Bribery Policy
The directors have undertaken to operate the business in an honest and ethical manner and accordingly take a zero-tolerance approach to bribery and corruption. The key components of this approach are implemented as follows:
-- The Board is committed to acting professionally, fairly and with integrity in all its business dealing and relationships.
-- The Company has implemented and enforces effective procedures to counter bribery.
-- The Company requires all its service providers and advisors to adopt equivalent or similar principles.
Dialogue with Shareholders
All holders of Shares in the Company have the right to receive notice of, and attend, the general meetings of the Company, during which members of the Board will be available to discuss issues affecting the Company.
The primary responsibility for Shareholder relations lies with the Company's Corporate and Shareholder Adviser. The Corporate and Shareholder Adviser regularly meets with Shareholders to discuss the Company and seek feedback. The views of Shareholders are discussed by the Board at every Board meeting, and action would be taken to address any shareholder concerns. The Company provides regular updates to Shareholders through the annual and half-yearly financial reports and quarterly factsheets.
In addition the directors are available to enter into dialogue with Shareholders and the Chair is willing to meet Shareholders as the Company believes such communication to be important. The Company's directors can be contacted at the Company's registered office or via the Secretary .
Stakeholders and Section 172
The Code requires that the Company should understand the views of the Company's key stakeholders and describe in the annual report how their interests and the matters set out in section 172 of the UK's Companies Act 2006 have been considered in Board discussions and decision-making. Section 172 is not strictly applicable as this is a Guernsey company. However its application is being considered as part of the Code.
The Company has no employees and all of the directors are non-executive, so the Board considers that its key stakeholders are its Shareholders, its service providers, society, the government and regulators.
The Board's engagement with Shareholders is described in the "Dialogue with Shareholders" section above . All Shareholders are treated equally and no Shareholder receives preferential treatment. When making decisions of relevance to Shareholders, the Board considers first and foremost the likely consequences of their decisions in light of their duty to act in the best interests of the Company. The Board also considers what is likely to be in the best interests of Shareholders as a whole, but does not consider individual Shareholders' specific circumstances or desires when making its decisions.
In addition to the regular reporting provided by key service providers, the Management Engagement Committee undertakes a review of the performance of these key service providers on an annual basis. The services provided by the key third party service providers are critical to the ongoing operational performance of the Company. The Board believes that fostering constructive and collaborative relationships with the Company's service providers will assist in their promotion of the success of the Company for the benefit of all Shareholders.
As described in detail in the Company's viability statement, the Board considers the prospects of the Company for at least the next year whenever it considers the Company's sustainability. All strategic decisions are therefore taken with the success of the Company in mind and the Board would take external advice whenever it considered that such would be beneficial to its decision making process, primarily from its retained service providers (including legal counsel), but also from other external consultants.
The Board recognises that responsible investment and the associated ESG considerations can have a significant impact on investment activity in terms of raising funds, identifying investment opportunities and long-term value creation for Shareholders. Please see more information regarding ESG in the report on pages 33 to 36.
The Board ascribes to the highest standards of business conduct and has policies in place to ensure compliance with all applicable laws and regulations. In addition to the monitoring of the Company's compliance with its own obligations, the Board also monitors compliance by its service providers with their own obligations. The Board encourages openness and transparency and promotes proactive compliance with new regulation.
Statement of Directors' Responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable Guernsey law and regulations. Under the Law the directors are required to prepare financial statements for each financial year. The directors have chosen to prepare the Company's financial statements in accordance with IFRS.
Under the Law the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, International Accounting Standard 1 requires that directors:
-- properly select and apply accounting policies;
-- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
-- provide additional disclosures when compliance with the specific requirements in IFRS are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and
-- make an assessment of the Company's ability to continue as a going concern.
The directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Law. They are also responsible for safeguarding the assets of the Company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Disclosure of Information to the Auditor
The directors who held office at the date of approval of this Directors' Report confirm in accordance with the provisions of Section 249 of the Law that, so far as they are each aware, there is no relevant audit information of which the Company's auditor is unaware; and each director has taken all the steps that he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Auditor
During the period the AR Committee undertook an audit tender process as an exercise of good corporate governance procedures, on the basis that Deloitte have been in situ as Auditors of the Company for 9 years. As a result, it is expected that Deloitte will resign and Grant Thornton Limited will be appointed as external auditor by the Board, both with effect from 2 August 2021. A resolution proposing Grant Thornton Limited's reappointment will be submitted at the Company's forthcoming annual general meeting to be held pursuant to section 199 of the Law.
Charles Wilkinson Geoffrey Hall Chair Director
Signed on behalf of the Board
on 2 August 2021
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT
The Board recognises that responsible investment and the associated ESG considerations can have a significant impact on investment activity in terms of raising funds, identifying investment opportunities and long-term value creation for Shareholders. This report sets out our policy and approach to ensuring that the level of engagement on ESG matters is commensurate to the size, nature and complexity of the business.
This policy seeks to address ESG matters on two levels; firstly, with regard to the Company itself and secondly, in relation to the Asset which the Company owns. The direct and practical management of the Company seeks to uphold ESG standards where possible and applicable. This is greatly influenced by the nature of the Company's activities and the legal structure of the associated Lease.
The Company
The Company is a self-managed Guernsey company incorporated on 8 October 2010. Its Shares were admitted to trading on the SFS on 13 December 2010.
The Company is under the control of its Board on behalf of Shareholders. All directors are independent and non-executive. The Board are responsible for reviewing the business affairs of the Company in accordance with the Articles and have overall responsibility for the Company's activities including all business decisions, review of performance and authorisation of distributions.
The Company has delegated the following activities to its appointed service providers:
-- Asset Management - Doric -- Corporate and Shareholder Adviser - Nimrod -- Secretary and Administrator - JTC -- Registrar - JTC Registrars Limited
The Company has no executive directors or employees and no physical office premises. The Company's business is carried out in a series of meetings held in the offices of its administrator JTC, in Guernsey, the Company's place of incorporation.
Subject to any travel restrictions imposed, the directors are required to travel in the fulfilment of their duties. Where circumstances allow, travel is kept to a minimum. The directors are required to travel to Guernsey on at least a quarterly basis for Board and other committee meetings, and to the UK to visit Shareholders and service providers as and when required. Regular dialogue with the Asset's Lessee is maintained via the Asset Manager.
The Company consequently has a limited physical footprint and therefore its environmental impact is considered to be low.
The Modern Slavery Act
Due to the nature of the Company's business, being a company that does not offer goods or services to customers, the Board considers there are no relevant disclosures with regard to modern slavery in relation to the Company's own operations. The Board considers the Company's supply chains, dealing predominantly with professional advisers and service providers in the financial services industry, to be low risk in this regard.
The Asset
The principal activity of the Company is to acquire, lease and then sell a single aircraft. The Company owns one Airbus A380-861 aircraft which is leased for twelve years to the Lessee, the national carrier owned by The Investment Corporation of Dubai based in Dubai, UAE.
The Company's own operational influence in the fields of climate change, air quality, and resource efficiency is minimal. The nature of the Lease with the Lessee means that control over the usage of the Asset rests with the Lessee. The Company has leased the Asset for a term of 12 years, with fixed lease rentals for the duration, to the Lessee. The Lessee bears all costs (including for maintenance, repairs and insurance) relating to the Aircraft during the lifetime of the Lease. This would include any modifications or modernisations related to ESG requirements as mandated by regulatory agencies. However, in all other respects, the influence of the Company over the Lessee with regard to voluntary ESG concerns is limited due to existing quiet enjoyment arrangements between the Company and the Lessee.
The Airbus A380 is the world's largest commercial passenger aircraft. It is the first and only aircraft with two full-length passenger decks, giving it a maximum capacity of up to 853 passengers. In a typical three-class configuration (First, Business and Economy Class), the Airbus A380 has capacity for approximately 525 passengers. Additionally, developments with respect to the aircraft's aerodynamics, control elements and flight systems, coupled with the use of advanced, lightweight composite materials make the A380 an attractive and efficient aircraft. In comparison with other modern long-range passenger aircraft of the same category (the so-called Very Large Aircraft segment), the Airbus A380 consumes less fuel per passenger, using approx. three litres of kerosene per 100 passenger kilometers, when equipped with Engine Alliance engines. Furthermore, the A380 offers an efficient way to capture traffic at the most concentrated airports and times by giving airlines the ability to consolidate routes, thereby increasing seat capacity while creating economies of scale.
The most critical environmental issue related to aircraft operations is GHG emissions generated from fossil energy consumption. Air transportation is one of the most energy and carbon dioxide intensive modes of transport, whether measured per passenger kilometer or per hour in transit. According to Oxford University, the global aviation industry (including domestic and international; passenger and freight) accounts for:
-- 1.9% of GHG emissions (e.g. all greenhouse gases, not only CO(2) ); -- 2.5% of carbon emissions; and -- 3.5% of 'effective radiative forcing' - a measure of impact on global warming.
The first figure refers to 2016, while the latter two refer to 2018, each being the latest year for which such data are available.
The Aviation Industry
Despite aviation's important role in local and global economic development, the aviation industry faces the challenge of meeting long term strong growth in passenger demand while simultaneously reducing its environmental impacts. In addition to GHG emissions, these environmental impacts could also include noise and nuisance, as well as water pollution (due to aircraft de-icing, cleaning, and other chemical-heavy aircraft operations).
To address these growing environmental concerns, the cross-industry ATAG developed the 'Wayward 2025' action plan in line with the Paris Agreement on climate change. The blueprint builds on IATA's 2009 commitment to (1) increase fuel efficiency by 1.5% every year between 2010-20, (2) to cap carbon emissions (carbon neutral growth) from 2020, and (3) to achieve the 50% emissions reduction by the middle of the century, as the first two goals have already been accomplished. Annual fuel efficiency gains have exceeded expectations with annual improvements greater than 2%. The mechanism for ensuring carbon neutral growth, known as CORSIA, started as a pilot scheme in 2021 with approx. 100 countries participating and the remaining scheduled to join by 2027.
In pursuit of the final goal, Wayward 2050 has identified three key technological developments to accelerate the reduction of carbon emissions:
1. Improved aircraft and engine designs for lighter, more efficient aircraft; 2. Hydrogen and electric powered aircraft; and 3. SAF.
The analysis performed for Wayward 2050 revealed that SAF will play a key role, driving between 50% and 75% of the emissions' reductions. SAFs, such as drop-in power fuels like biofuels that can be used in today's aircraft and engines without modification, are already commercially available and are expected to increase in prominence once initial costs can be reduced through scale. Evolutionary concepts, such as the second-generation geared turbo fan engine, could become widely commercially available in the medium-term. Revolutionary concepts such as hydrogen and electric powered aircraft, represent the greatest potential improvements, but will most likely not be commercially available until the 2050s, based on current forecasts.
As these technological developments progress, the aviation industry is taking additional measures to curb its environmental impact, while maintaining its commitment to local and global economic development. For example, alongside CORSIA, the aviation industry is able to participate in other carbon dioxide emissions trading markets, such as the EU ETS.
Furthermore, a number of countries currently levy passenger taxes on air tickets over and above infrastructure charges and there are a number of proposals for additional environmental taxes to be imposed on the aviation industry. However, as IATA notes, the income generated from an environmental tax is usually seen as general revenue by governments, thus it can be used to fund any variety of public sector programs and initiatives. As such, IATA takes the position that, while the overall goal of an environmental tax is laudable, it has distortionary effects on jobs and the economy, while at the same time not effectively incentivising the development or use of newer and greener technology. The effects of any newly introduced environmental taxes on the aviation industry will have to be monitored. The aviation industry plays a critical role in local and global economic development, contributing 4.1% to global gross GDP and supporting 87.7 million jobs worldwide.
The Wayward 2050 plan can be found here: https://aviationbenefits.org/media/167187/w2050_full.pdf
Further environmental information can be found on the IATA website: https://www.iata.org/en/policy/environment/ .
ICAO have used the United Nations' SDGs as a basis to identify the contributions the aviation industry is making to sustainable development. For further information and the full working paper on aviation's contributions towards the United Nations' 2030 agenda for sustainable development from ICAO's 40(th) session please refer to the ICAO website:
https://www.icao.int/Meetings/A40/Documents/WP/wp_189_en.pdf .
Concerning the role of aircraft in sustainable development, aircraft assets are likely to contribute to at least five of the SDG. Specifically, airlines are able to utilize aircraft in a manner consistent with the achievement of the following targets:
1. SDG 5: Aviation is working to achieve gender balance across the sector. In Europe, aviation is the most gender-balanced of all transport modes with 41 per cent female employees. More work is still needed to encourage balance in technical and executive roles;
2. SDG 8.1: Devise and implement policies to promote sustainable tourism that creates jobs and promotes local culture and products;
3. SDG 9.1: Develop quality, reliable, sustainable and resilient infrastructure, including regional and trans-border infrastructure, to support economic development and human wellbeing, with a focus on affordable and equitable access for all;
4. SDG 12.2: Achieve sustainable management and efficient use of natural resources productions; and
5. SDG 13: Invest in the transition to net-zero carbon dioxide energy, energy efficiency and the reduction of GHG emissions from transport operations.
Detailed information on the SDGs can be found on the United Nations website: https://sustainabledevelopment.un.org/ .
Emirates, the Lessee, is committed to efforts to reduce resource consumption while also investing in wildlife conservation and protection. This includes participation in CORSIA as well as internal initiatives.
For further information on Emirates' environmental policy and initiatives, please visit the Emirates website where annual environmental reports are also available:
https://www.emirates.com/english/about-us/our-planet/
In the context of the Asset and the associated Lease, the Board is committed to responsible decision making throughout the lifecycle of the Company. The Board is in continuous dialogue with its service providers and regularly reviews processes to guarantee transparency and accountability. The Board will continue to monitor the sustainability efforts of the industry and the Lessee and keep Shareholders abreast of developments.
AUDIT AND RISK COMMITTEE REPORT
Membership
Geoffrey Hall - Chair of the AR Committee
Andreas Tautscher - Non-executive Director
Suzie Procter - SID
Key Objective
The provision of effective governance over (i) the appropriateness of the Company's financial reporting including the adequacy of related disclosures, (ii) the performance of the Company's external auditor, (iii) monitoring of the systems of internal controls operated by the Company and (iv) the Company's principal service providers and the management of the Company's regulatory compliance activities.
Responsibilities
The key duties of the AR Committee are as follows:
-- reviewing the Company's financial results announcements and financial statements and monitoring compliance with relevant statutory and listing requirements;
-- reporting to the Board on the appropriateness of the Company's accounting policies and practices including critical accounting policies and practices;
-- advising the Board on whether the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position, performance, business model and strategy;
-- overseeing the relationship with the external auditor and reviewing the effectiveness of the external audit process; and
-- monitoring the systems of internal controls operated by the Company and by the Company's principal service providers.
AR Committee Meetings
The AR Committee usually meets in Guernsey at least twice a year. The AR Committee reports to the Board as part of a separate agenda item, on its activities and on matters of particular relevance to the Board in the conduct of its work. During the financial year under review the AR Committee formally reported to the Board on three occasions.
Main Activities of the AR Committee during the Financial Year
The AR Committee assisted the Board in carrying out its responsibilities in relation to financial reporting requirements, compliance and the assessment of internal controls. The AR Committee also managed the Company's relationship with the external auditor and undertook an audit tender process .
Fair, Balanced and Understandable
In order to comply with the Code, the Board has requested that the AR Committee advises them on whether it believes the annual financial report, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's performance, business model and strategy.
The AR Committee engaged with the Company's auditor and Administrator in order to ensure that the financial statements were fair, balanced and understandable.
Financial Reporting and Significant Issues
The AR Committee's primary role in relation to financial reporting is to review, with its service providers and the external auditor, the appropriateness of the half-year and annual financial statements, the significant financial reporting issues and accounting policies and disclosures in the financial statements. The AR Committee has considered the key risks identified as being significant to these accounts and the most appropriate treatment and disclosure of any new significant issues identified during the audit and half-year reviews as well as any recommendations or observations made by the external auditor, Deloitte. To aid its review the AR Committee considered reports prepared by external service providers, including Doric and Nimrod, and reports from Deloitte on the outcome of their annual audit. The significant issues considered by the AR Committee in relation to the 2021 accounts and how these were addressed are detailed below:
Significant issues for the How the AR Committee addressed these
year under review significant issues
Residual value of aircraft
asset The Company has engaged three internationally
recognised expert appraisers to provide
The non-current asset of the Company with third party consultancy
the Company comprises a valuation services. In the absence of
single Airbus A380 aircraft. sales data for similar used assets, appraisers
An annual review is required are heavily reliant on databases containing
of the residual value of historical data points of aircraft sales
the Asset as per IAS 16, relating to large commercial aircraft.
which defines residual value Interpretation of historical data is
as "the estimated amount the basis for the current market value
that an entity would currently and provides, together with the expected
obtain from disposal of developments in the future, the foundation
the asset, after deducting for their opinions on future values.
the estimated costs of disposal, Furthermore, the appraisers' valuations
if the asset were already take into account specific technical
of an age and in the condition and economic developments as well as
expected at the end of its general future trends in the aviation
useful life." industry and the macro-economic outlook.
In the aftermath of Airbus' February
2019 decision to discontinue the A380
production in 2021, a number of A380
operators disclosed plans to withdraw
at least parts of their A380 fleets earlier
than originally anticipated. Furthermore,
it became obvious that A380s returned
following the expiration of operating
lease agreements could not be placed
with a new operator within a reasonable
period of time and owners were forced
to explore alternative scenarios for
revenue generation like engine lease.
This also includes part-out activities
for the first few A380s returned from
Singapore Airlines.
The ongoing spread of COVID-19 and comprehensive
travel restrictions around the world
came along with an unprecedented drop
in air travel. About a year into the
Pandemic, around 90% of all A380s worldwide
were still on the ground in the first
quarter of 2021. The financial difficulties
most of the airlines currently experience,
result in various measures to weather
the consequences of the Pandemic, as
many expect the recovery to pre-Pandemic
passenger flows take much longer than
in previous situations, where demand
was negatively affected, like 9/11.
Due to the A380-specific developments
over the last few years and the generally
dimmed market sentiment in the aviation
sector since the COVID-19 outbreak, which
is not over yet, there is an increasing
risk that the underlying assumptions
of the Base Value concept might not be
met at the time when the Lease expires.
For this reason the Asset Manager recommended
to continue with making use of a more
conservative approach by deploying Future
Soft Values instead of Base Values. Soft
Values are more conservative, also applicable
under "abnormal conditions" and do not
necessarily require a balanced market
as the Base Value concept does.
The Company's estimation technique is
to make reference to the most recently
produced forecast soft value (excluding
inflation), not an estimate of the amount
that would currently be achieved and
therefore could be different, and so
this is not a direct application of the
IAS 16 definition. This approach has
been taken because current market values
in today's prices for comparable twelve
year old A380 were not available at the
reporting date.
A decrease in USD terms in the residual
value of the aircraft from the prior
year has resulted in an adjustment made
to depreciation in the current year,
details of which have been disclosed
in note 10.
As updated valuations of the Asset as
at the financial year end were commissioned
and received from third party professional
valuers and analysed by the Asset Manager
and the directors, the Committee believes
that those valuations are appropriate
for use in preparing the financial statements.
Therefore, the average residual soft
value excluding inflation used in the
accounts are based on these appraisals.
Upon review of the advice they have received
from Doric and the appraisers, the AR
Committee is of the opinion that the
latest estimate of the residual soft
values excluding inflation of the Asset
is a reasonable approximation of the
residual value of the Aircraft within
the IAS 16 definition.
Residual values remain exposed to estimation
uncertainty. This is disclosed in note
3 and has been highlighted by the auditor
in their key observations section of
the valuation and ownership of aircraft
key audit matter.
---------------------------------------------------
Significant issues for the How the Committee addressed these significant
year under review issues
---------------------------------------------------
Recording foreign exchange In assessing foreign exchange, the AR
gains/losses Committee has considered the issue at
length and are of the opinion that, on
IFRS require that certain an on-going basis and assuming the lease
transactions denominated and loan payments are made as anticipated,
in currencies other than such exchange differences do not reflect
the presentation currency the commercial substance of the situation
(including, most importantly, in the sense that the key transactions
the cost of the Asset) be denominated in US dollars are in fact
translated into presentation closely matched. Rental income received
currency at the exchange in US dollars is used to pay loan repayments
rate ruling transaction due which are likewise denominated in
date whilst monetary balances US dollars. US dollar lease rentals and
(principally the outstanding loan repayments are fixed at the outset
borrowings) are translated of the Company's life and are very similar
at the rate prevailing on in amount and timing.
the reporting date. The
resultant figures sometimes The AR Committee concluded that the matching
show very large mismatches of the lease rentals to settle loan repayments
which are reported as unrealised therefore mitigates risks of foreign
foreign exchange differences. exchange fluctuations.
During the year under review The AR Committee has carefully considered
the Company recorded a significant the disclosure in note 19(b) to the financial
foreign exchange rate profit statements to ensure that the reality
due to the appreciation of the Company's foreign exchange risk
of Sterling against US dollars exposure is properly explained.
and the consequent decrease
in the Sterling value of
the US dollar denominated
debt.
---------------------------------------------------
Significant issues for the How the Committee addressed these significant
year under review issues
---------------------------------------------------
Going concern risk The AR Committee received quarterly reports
from Doric during the year which comment
Emirates are the sole lessee on the performance of Emirates.
of the Asset. Should Emirates
default on the rental payments, The Lessee's economic performance in
it will result in the Company its 2020-21 financial year, which ended
failing to service debt on 31 March 2021, was heavily affected
and it is unlikely the Company by the Pandemic. After scheduled passenger
will be able to meet its operations were suspended for nearly
targeted dividends or, in eight weeks at the beginning of the Period,
the case of ongoing default, the company's business environment remained
continue as a going concern. very challenging for the rest of the
year. Finally, Emirates recorded its
There is material uncertainity first net loss in over 30 years, amounting
related to events or conditions to 5.5 billion USD. However, the Lessee
that may cast significant was able to generate a positive EBTIDA
doubt on the entity's ability at 1.3 billion USD and 1.1 billion USD
to continue as a going concern positive cash flow from operating activities.
and, therefore, that it Early into the Pandemic, Emirates has
may be unable to realize been quick to ramp up its existing cargo
its assets and discharge operations by utilizing its fleet of
its liabilities in the normal Boeing 777-300ER passenger aircraft.
course of business. Some of them were even converted into
'mini-freighters' and joined by A380
'mini-freighters' on select cargo charter
operations. In total, about a third of
Emirates' passenger aircraft was used
for cargo operations.
In response to the crisis, Emirates took
a number of actions to reduce costs,
including reducing its workforce by 32.0
%, the restructuring of certain financial
obligations, renegotiation of contracts
and consolidation of its operations.
With the Pandemic not over yet, the management
of the airline is mindful that the "recovery
will be patchy", but sees the fundamental
ingredients of its success to date unchanged.
Notwithstanding the challenging conditions,
Emirates was able to raise 4 billion
USD financing for aircraft and general
corporate purposes during the 2020-21
financial year and received committed
offers to finance two aircraft deliveries
due in 2021-22. Emirates ended the financial
year on 31 March 31, 2021 with 4 billion
USD in cash assets and "continues to
tap the financial market for further
liquidity to provide a cushion for the
potential impact of COVID-19 on the business
cash flows in the near term", according
to its Chairman and CEO HH Sheikh Ahmed
bin Saeed Al Maktoum.
The management of the airline came to
the conclusion that the company is a
going concern. The auditors PwC did not
raise a material uncertainty on going
concern in its unqualified auditor's
report, which is dated 6 May 2021.
During the 2020-21 financial year, Emirates
has received capital injections from
its ultimate shareholder in the combined
amount of 3.1 billion USD and according
Sheikh Ahmed "the Government of Dubai
is ... committed to supporting the Group
[Emirates Airline and dnata] through
its recovery". In its annual financial
report the airline stated "it remains
confident to meet our financial commitments
as they fall due in the coming year and
beyond through proactive working capital
management and utilization of available
credit lines and facilities".
By the end of March 2021, Emirates had
restored services to over 120 passenger
and cargo destinations worldwide, reaching
42% of its total capacity compared to
the previous year. By the end of July
2021, the carrier expects to operate
flights to 124 destinations, which would
be close to 90 % of its pre-pandemic
network.
The Asset Manager is not aware of a formal
request addressed to the Company for
a lease deferral or any other efforts
that would result in the restructuring
of the existing transaction and could
potentially have an impact on the committed
future lease rental receipts.
Emirates is owned by the Investment Corporation
of Dubai, a state-owned holding company
that can be characterized as a sovereign
wealth fund owned by the Government of
Dubai. It is neither listed nor carry
its bond issuances an issuer rating.
However, Emirates' senior unsecured bonds
with maturities in 2023, 2025 and 2028
are trading and the markets' pricing
for such instruments provide proxies
for the credit risk of the lessee. As
the operating lease agreements between
Emirates and the Company include a hell
or highwater clause, the lease rental
stream and any other contractual payment
primarily depends to Emirates' ability
to meet its financial obligations whenever
they fall due. In mid-July 2020, Emirates'
bonds are trading at around 96 cents
(maturities in 2023 and 2025) and 92
cents (2028 maturity), representing USD
running yields from approximately 4.1%
to 4.9%. This level of yields certainly
does not appear to indicate any significant
financial stress to the issuer. Another
readily available indicator for the lessee's
financial health are CDS's on Emirates
bonds. The quote informs about the annual
cost in basis points of insuring against
an Emirates credit event for a five year
period. In mid-July 2020 the annual insurance
premium on one USD face value in Emirates
bonds is 353bps, which is elevated versus
the longer term average of around 150bps.
However, taking into consideration that
aviation is one of the hardest hit sectors
by COVID-19, the CDS's still indicates
that the market perceives Emirates as
a trustworthy company, which is very
likely able to meet its obligations in
the next five years.
The AR Committee concluded that it would
continue to receive regular updates from
Doric on the performance of Emirates
and would continue to monitor Emirates'
overall performance .
The AR Committee carefully considered
the disclosure in note 19(c) to the financial
statements to ensure that this concentration
of credit risk is properly reflected.
---------------------------------------------------
Consideration of any triggers The AR Committee has considered the issue
for impairment at length and accordingly an impairment
review has been undertaken as at 31 March
IAS 36 Impairment of Assets 2021. Refer to note 3 for further detail
requires that a review for on the factors triggering the review
impairment be carried out and the sensitivity analysis performed
by the Company when there on the discount rates and residual value
is an indication of impairment inputs. As a result of the current year
of an asset and if events review, an impairment loss of GBP6,316,569
or changes in circumstances was booked in the accounts as disclosed
indicate that the carrying in note 3.
amount of an asset may not
be recoverable. The review Contributing factors, which triggered
will compare the carrying the AR Committee's decision to perform
amount of the asset with an impairment review, included the Pandemic
its recoverable amount, and the global travel restrictions leading
which is the higher of its to a temporary halt of A380 operations
value if sold (if known) worldwide. It was also necessary as the
and its VIU. Company continued to adhere to the concept
of Future Soft Values for measuring the
residual value of the aircraft.
---------------------------------------------------
Global Pandemic Risk The COVID-19 pandemic continues with
rising numbers of infections in many
The emergence of a global countries around the world. Restrictions
Pandemic may have a profound on people socialising and travelling
and negative impact on the have begun to ease in some countries
operations and performance but remain in a significant number of
of the Company and may directly others and this continues to have a significant
or indirectly affect some effect on many industries and in particular
of the other risks mentioned the airline industry.
in this table.
Due to restriction on travel imposed
by many countries, a significant share
of passenger aircraft remain grounded.
The consequent lack of income for airlines
may cause bankruptcy and, in a worse
case, repossession of aircraft which
would need to be stored pending remarketing
when restrictions are eased.
The Board and its key service providers
have all acted to the best of their abilities
to protect the welfare of the various
teams involved in the affairs of the
Company to ensure operations are maintained
to the extent possible and to protect
and support the assets of the Company
for as long as is required.
The impact of COVID-19 on financial reporting
has been considered in respect of other
risks such as residual value, impairment
and going concern. More information of
COVID-19 is set out in the Chair's Statement
on pages 7 to 10 and the Asset Manager
Report on pages 11 to 15.
---------------------------------------------------
We note that the auditor also considers the recognition of rental income within their key audit matters. This item has been considered by the AR Committee in the current year, but, as there have been no changes in respect of this risk, it has not been a primary area of focus of the AR Committee in the current year.
Going Concern
The directors in consultation with the Asset Manager are monitoring the continuous effect of the Pandemic generally on the aviation industry and specifically on the Company's aircraft value and the financial wellbeing of its Lessee both now and in the future. The Pandemic continues to have a pervasive impact on the global economy and it remains possible that the Company's future performance could be impacted in this prolonged period of uncertainty. In many jurisdictions restrictions on the ability of people to travel still adversely affect the airline sector, and by extension the aircraft leasing sector. The risk therefore remains that some airlines may not be able to pay rent as it falls due. The impact of the Pandemic on the aviation industry has been significant, with a large part of the global passenger aircraft fleet temporarily grounded. These factors, together with wider economic uncertainty and disruption, have had an adverse impact on the future value of the Aircraft owned by the Company, and could also negatively impact the sale, re-lease or other disposition of the Aircraft.
Given the prolonged impact of the Pandemic, increased lessee counterparty credit risk remains in existence and there could be requests for lease rental deferrals. Reduced rents receivable under the Lease may not be sufficient to meet the fixed loan interest and regular repayments of debt scheduled during the life of the Loan and may not provide surplus income to pay for the Company's expenses and permit the declaration of dividends.
The option to remarket the Aircraft following a potential event of default by the Lessee has not been taken into account. The period of time necessary to successfully complete such a process is beyond the twelve months forecasting horizon of the going concern considerations. This applies in particular in times of COVID-19, as various restrictions are still in place to contain the Pandemic.
Based on current information the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, although the risk to this is clearly higher compared to a pre-COVID-19 environment.
The directors have considered Emirates' ability to continue paying the Lease rentals over the next 12 months and are satisfied that the Company can meet its liabilities as they fall due over this period. Further detail regarding the assumptions adopted when forming this conclusion can be found in the Viability Statement below. The directors consider that the going concern basis of accounting remains appropriate however note a material uncertainty below.
Although the Company does not have a fixed life, the articles of incorporation require that the directors convene a general meeting of the Company six months before the end of the term of the Lease where an ordinary resolution will be proposed that the Company proceed to an orderly wind-up at the end of the term of the Lease (the "Liquidation Resolution") and the directors will consider (and if necessary, propose to Shareholders) alternatives for the future of the Company, including re-leasing the Asset, or selling the Asset and reinvesting the capital received from the sale of the Asset in another aircraft.
The outcome of the Liquidation Resolution will be known at a point within the 12 month period commencing on the date when the Board approved the Annual Financial Report ("AFR"), which is due to take place in June 2022. This is six months before the end of the lease term in December 2022 and creates a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. In this event, the Company would proceed with an orderly wind-up after the lease-end. Such a determination would mean that the Company, though solvent and able as before to meet its liabilities as they fall due, would no longer meet the definition of a going concern i.e. an entity which will continue its operations for the foreseeable future.
Internal Controls
The AR Committee has made due enquiry of the internal controls of the Administrator. The AR Committee is satisfied with the controls currently implemented by the Administrator. However, it has requested that the Administrator keep the Company informed of any developments and improved internal control procedures.
The most recent report on the internal control of JTC's administration services, prepared in accordance with the ISAE 3402, for the period from 1 April 2020 to 31 March 2021, has been provided to the AR Committee .
Internal Audit
The Company has no employees and operates no systems of its own, relying instead on the employees and systems of its external service providers. Following a recommendation from the AR Committee, the Board has therefore taken the decision that it would be of insufficient benefit for the Company to engage an internal auditor.
External Audit
The effectiveness of the external audit process is dependent on appropriate audit risk identification at the start of the audit cycle . The AR Committee received from Deloitte a detailed audit plan identifying their assessment of the key risks. For the financial year under review, the primary risks identified were in respect of valuation of the Asset, the recognition of lease rental income and the presumed risk on management override of controls.
Using its collective skills, the AR Committee evaluates the effectiveness of the audit process in addressing the matters raised through the reporting it received from Deloitte at the conclusion of the audit. In particular the AR Committee formally appraise Deloitte against the following criteria:
-- Independence -- Ethics and conflicts -- Knowledge and experience -- Challenge -- Promptness -- Cost -- Overall quality of service
In addition the AR Committee sought feedback from the Administrator on the effectiveness of the audit process.
For the financial year under review, the AR Committee was satisfied that there had been appropriate focus on the primary areas of audit risk and assessed the quality of the audit process to be good.
The AR Committee holds meetings with the external auditor to provide additional opportunity for open dialogue and feedback from the auditor. Should it be necessary, the AR Committee members meet with the external auditor without the Administrator and Asset Manager being present. Matters typically discussed include the auditor's assessment of business risks and management activity thereon, the transparency and openness of interactions with the Administrator, confirmation that there has been no restriction in scope placed on them by the Administrator on the independence of their audit and how they have exercised professional scepticism.
Appointment and Independence
Deloitte provided audit services to the Company for the financial year under review. Deloitte had been the Company's external auditor since October 2012 , with the first audit being carried out for the year ended 31 March 2012.
The external auditor is required to rotate the audit partner responsible for the audit every five years. The lead audit partner had been in place since January 2020 with his first audit reporting period being the year to 31 March 2020. This was his second year of involvement.
During the financial year under review the AR Committee undertook a review of the audit function, undertaking a tender process with a number of audit firms which resulted in the recommendation to the Board, to appoint Grant Thornton Limited as auditor for the financial year ended 31 March 2022, which the Board accepted.
It is expected that Deloitte will resign and Grant Thornton Limited will be appointed as external auditor to the Company on 2 August 2021. Grant Thornton Limited's tenure is therefore not currently an area of consideration for the AR Committee.
The AR Committee considered Deloitte and Grant Thornton Limited, the Company's new auditor, to be independent of the Company. The AR Committee has provided the Board with its recommendation to Shareholders on the ratification of the appointment of Grant Thornton Limited as external auditor for the year ending 31 March 2022 at the forthcoming annual general meeting .
Non-Audit Services
To further safeguard the objectivity and independence of the external auditor from becoming compromised, the AR Committee has a formal policy governing the engagement of the external auditor to provide non-audit services. No changes have been made to this policy during the year. This policy specifies that the external auditor should only be engaged for non-audit services where there is considered to be a very low threat to auditor independence. No non-audit services had been provided by Deloitte during the year.
The external auditor is prohibited from providing any other services without the AR Committee's prior approval. In reaching such a determination the AR Committee will take into consideration whether it is in the best interests of the Company that such services should be supplied by the Company's external auditor (rather than another service provider) and, if so, whether any safeguards regarding auditor objectivity and independence in the conduct of the audit should be put in place, whether these would be effective and how such safeguards should be disclosed.
Committee Evaluation
The AR Committee's activities formed part of the review of Board effectiveness performed in the year under review.
An internal evaluation of the AR Committee's effectiveness will be carried out in 2021.
Geoffrey Hall
Chair of the Audit and Risk Committee
2 August 2021
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF DORIC NIMROD AIR ONE LIMITED
Report on the audit of the financial statements
1. Opinion
In our opinion the financial statements of Doric Nimrod Air One Limited (the 'Company'):
-- give a true and fair view of the state of the Company's affairs as at 31 March 2021 and of its loss for the year then ended;
-- have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union; and
-- have been prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008.
We have audited the financial statements which comprise:
-- the statement of comprehensive income; -- the statement of financial position; -- the statement of cash flows; -- the statement of changes in equity; and -- the related notes 1 to 23.
The financial reporting framework that has been applied in their preparation is applicable law and IFRSs as adopted by the European Union.
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (the 'FRC's') Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We confirm that the non-audit services prohibited by the FRC's Ethical Standard were not provided to the Company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
3. Material uncertainty related to going concern
We draw attention to note 2 [J] in the financial statements which indicates that, in June 2022, an ordinary resolution will be proposed that the Company proceed to an orderly wind-up at the end of the lease in December 2022. As stated in note 2 [J], these events or conditions, along with the other matters as set forth in note 2 [J] indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:
-- evaluated management's assessment of the material uncertainty and reviewed the articles of the Company to confirm details of the ordinary resolution;
-- evaluated the ability of Emirates Airlines ("Emirates") to meet the lease obligations as they fall due through the analysis of publicly available financial information and through our own independent investigations, including checking the credit rating of Emirates;
-- confirmed with the directors and Investment Manager as to whether any rental restructuring has been requested by Emirates and collaborated responses with other evidence such as adherence to lease payment schedules;
-- assessed whether there have been any lease payment defaults since the year end by comparing scheduled lease payments to amounts received; and
-- evaluated the financial support available to Emirates through its main investor the United Arab Emirates ("UAE") and our independent assessment on the main investor's ability to provide support. This included evaluation of publicly available announcements from Emirates, UAE as well as review of financial statements of Emirates.
In relation to the reporting on how the Company has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to:
-- the directors' statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting; and
-- the directors' identification in the financial statements of the material uncertainty related to the Company's ability to continue as a going concern over a period of at least twelve months from the date of approval of the financial statements.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
4. Summary of our audit approach
Key audit matters The key audit matters that we identified in the current
year were:
* Going concern (see material uncertainty related to
going concern section);
* Valuation of aircraft; and
* Recognition of lease rental income.
Within this report, key audit matters are identified
as follows:
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
------------------- -----------------------------------------------------------
Materiality The materiality that we used in the current year
was GBP553,000 which was determined on the basis
of 2% of shareholders' equity. This is consistent
with the prior year.
------------------- -----------------------------------------------------------
Scoping Audit work to respond to the risks of material misstatement
was performed directly by the audit engagement team.
------------------- -----------------------------------------------------------
Significant changes Ownership of aircraft has been removed from the key
in our approach audit matter "Valuation and ownership of aircraft"
as disclosed in the prior year. From the results
of our work in the prior year and understanding of
the balance we have reassessed the risk in the current
year as the ownership of aircraft is not complex
and does not involve judgement.
The risk relating to valuation of aircraft has been
increased in the current year due to the uncertainty
arising from the impact of the COVID-19 pandemic
and the very limited secondary market for A380 aircraft
indicating a material level of uncertainty over the
residual values which can be achieved by the Company.
We have also removed the accounting for debt using
the effective interest method as a key audit matter
in the current year. From the results of our work
in prior year and understanding of the balance we
have reassessed the risk in the current year as the
calculations are not complex or involve significant
judgements or estimation uncertainty.
The risk around going concern has increased in the
current year as a result of the material uncertainty
referred to Section 3 above.
------------------- -----------------------------------------------------------
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
5.1. Valuation of aircraft
Key audit matter Included in the Company's statement of financial
description position as at 31 March 2021 is an aircraft asset
amounting to GBP41.6 million (2020: GBP57.8 million)
as disclosed in Note 10 to the financial statements.
As explained in Note 2(l), the Company's accounting
policy is to measure its aircraft asset at depreciated
historic cost less impairment. The asset is being
depreciated on a straight-line basis over the term
of the lease to an estimated residual value at the
end of that period.
As stated in Note 3, estimation of the aircraft's
residual value is a significant source of estimation
uncertainty and is a key determinant in preparing
the financial statements. The Company uses external
valuers who provide an estimate of the residual value
which is based on significant judgement and assumptions
about current and future market conditions.
Note 2(J) and Note 3 describe the effects of the
uncertainties created by the COVID-19 pandemic and
the very limited secondary market for the A380 aircraft
on the residual values of the Company's assets. The
outbreak has caused extensive disruptions to businesses
and economic activities and, in particular, the airline
industry. There has been slow recovery of the widebody
aircrafts market with Emirates being the single largest
operator of the A380. Due to this impact by COVID-19
and Airbus cancelling the A380 programme, airlines
are retiring their A380 fleet earlier. The market
for the A380 remains illiquid with virtually no transactions
in the last 12 months and the prospect of significant
oversupply expected in the market driven by lower
demand and a number of airlines choosing to retire
or reduce their fleet. As a result, the Company has
used soft market values as the basis of residual
values rather than base value. As disclosed in note
3, if the assumptions used in the determining the
valuations prove to be false, actual results of operations
and the realisation of the Company's asset differ
from estimates set forth in the financial statements,
the difference in the valuation of the aircraft could
be material.
For the year ended 31 March 2021 a further impairment
of GBP6.3 million (2020: GBP12.8 million) has been
recognised.
The valuation of aircraft was deemed to be a key
audit matter as:
* judgement is required in assessing whether any
indicators of impairment exist and estimation is
required for key data inputs to the impairment review
model such as the residual value or terminal value,
expected useful life of the aircraft as well as the
discount rate and inflation rate used;
* the determination of residual values used in
determining depreciation requires significant
judgement. The basis of valuation used to determine
these residual values may either not be appropriate
or that the assumptions made by the Company's valuers
may not appropriately reflect the current market
conditions, including the impact of COVID-19 as well
as the limited market for the A380; and
The Audit and Risk Committee have referred to this
risk in their report on page 38 of the financial
statements.
----------------------- ------------------------------------------------------------------------------
How the scope Our procedures included:
of our audit responded * obtaining an understanding of the relevant business
to the key audit processes and controls associated with the valuation
matter of aircraft assets;
* evaluating relevant triggers and indicators of
impairement such as;
* market value decline;
* negative developments with regards to market,
technology and economy i.e. retirement of A380;
* assessing the reasonabless of the key inputs used in
the impairment model such as discount rate and useful
economic life;
* reconciled the cash flows within the model to rent
schedules;
* engaged our valuation specialists to assess the
reasonableness of the weighted average cost of
capital ("WACC") used by management;
* evaluating sensitivity analysis of the key inputs to
the model;
* assessing the completeness and accuracy of the
disclosures in the financial statements;
* assessing and challenging the residual value
estimates used by management by;
* assessing the basis of determination of residual
values in light of current market conditions;
* we worked with our internal aviation industry
specialists in assessing the conclusions reached by
the Company on the appropriateness of the selected
residual values when considered against available
market information, contradictory evidence, the terms
of the aircrafts lease agreements as well as
valuations obtained by the Company from expert
aircraft valuers;
* evaluating the competence, capability and objectivity
of the valuers used by management;
* assessing the completeness and accuracy of the
disclosure related to this material estimation
uncertainty as set out in Note 3.
----------------------- ------------------------------------------------------------------------------
Key observations While we note the increased estimation uncertainty
as a result of COVID-19 and the very limited secondary
market for the A380 aircraft in relation to residual
values of the Company's assets, we consider the basis
of valuation and assumptions used to be appropriate.
In addition, we concluded that the inputs used in
the impairment review including these residual values,
the resulting impairment adjustment GBP6.3 million
and the disclosures of the resulting sensitivities
in note 3 are appropriate.
----------------------- ------------------------------------------------------------------------------
5.2. Recognition of lease rental income
Key audit matter The Company's lease has been classified as an operating
description lease and as such rental income which amounts to
GBP14.8 million (2020: GBP15.4 million) is recognised
on a straight-line basis over the lease term, which
differs from the profile of actual rental payments.
As stated in Note 2 (K) the lease relating to the
aircraft asset has been classified as an operating
lease. As further stated in Note 3, classification
of leases as operating leases is a key determinant
in preparing the financial statements. Note 4 of
the financial statements sets out that a significant
portion of the lease rentals is receivable in US
Dollars and must be appropriately translated into
the Sterling functional and presentation currency.
The recognition of revenue also requires consideration
of all terms of the signed lease contract.
The recognition of revenue was deemed to be a key
audit matter as:
* revenue might not be properly recorded on a
straight-line basis in accordance with requirements
of IFRS 16 Leases and the lease contract term;
* deferred or accrued income might not be recognised
appropriately; and
* revenue transactions and related amortisation of
deferred income are significant to the Company's
financial performance, hence any material
misstatements in revenue will have an impact on
statement of comprehensive income.
----------------------- -------------------------------------------------------------------
How the scope Our procedures included:
of our audit responded * obtaining an understanding of the relevant business
to the key audit processes and controls and adopted a controls
matter reliance approach on recognition of lease income;
* assessing on whether the classification of the leases
as operating is appropriate with reference to the
lease terms and the nature of the asset and the
requirements of IFRS 16 Leases;
* developing independent expectations of lease income
for the year based on total lease rentals receivable,
the lease term and the applicable foreign exchange
rates during the year;
* testing the cut-off of lease rental income and the
measurement of deferred income at the year-end;
* tracing a sample of rental income receipts to bank
statements; and
* recalculating deferred and accrued rental income
recognised in the statement of financial position and
testing accuracy of related translation differences.
----------------------- -------------------------------------------------------------------
Key observations Having performed the procedures above, we concluded
that classification of the lease is appropriate and
that revenue recognition is in line with the terms
of the signed lease contract and is in line with
IFRS 16 Leases.
We also concluded that deferred and accrued income
balances recorded were appropriate.
----------------------- -------------------------------------------------------------------
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Materiality GBP553,000 (2020: GBP636,000)
----------------------------------- ---------------------------------------------------------------------------------
Basis for determining materiality 2% (2020: 2%) of shareholders' equity.
----------------------------------- ---------------------------------------------------------------------------------
Rationale for the benchmark applied Our materiality is based on shareholders' equity of the Company. Comprehensive
income is significantly
influenced by fluctuations in exchange rates, hence it will not be a stable
benchmark to use
in our determination of materiality. We consider shareholders' equity to be the
most important
balance on which the shareholders would judge the performance of the Company.
----------------------------------- ---------------------------------------------------------------------------------
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. Performance materiality was set at 70% of materiality for the 2021 and 2020 audits. In determining performance materiality, we considered the following factors:
a. the quality of the control environment and whether we were able to rely on controls over a number of business processes; and
b. our past experience of the audit, which has indicated a low number of corrected and uncorrected misstatements.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of GBP27,000 (2020: GBP31,000), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
7. An overview of the scope of our audit
7.1. Scoping
Our audit was scoped by obtaining an understanding of the Company and its environment, including internal control, and assessing the risks of material misstatement. Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team.
7.2. Our consideration of the control environment
The Company is administered by a third party Guernsey regulated service provider, as part of our audit we assessed ISAE 3402 report of the service organisations and obtained an understanding of the relevant controls for debt, cash, expenses and revenue. In addition, we also adopted a controls reliance approach in our testing of recognition of lease rental income.
8. Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
10. Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor's report.
11. Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
-- the nature of the industry and sector, control environment and business performance including the design of the Company's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets;
-- results of our enquiries of management and the audit committee about their own identification and assessment of the risks of irregularities;
-- any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:
o identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
o detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
o the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
-- the matters discussed among the audit engagement team and relevant internal specialists, including tax, aviation industry and internal valuation specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the valuation of aircraft and recognition of lease rental income. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Companies (Guernsey) Law, 2008.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company's ability to operate or to avoid a material penalty.
11.2. Audit response to risks identified
As a result of performing the above, we identified valuation of aircraft and recognition of lease rental income as key audit matters related to the potential risk of fraud. The key audit matters section of our report explains the matters in more detail and also describes the specific procedures we performed in response to those key audit matters.
In addition to the above, our procedures to respond to risks identified included the following:
-- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
-- enquiring of management and the audit committee concerning actual and potential litigation and claims;
-- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
-- reading minutes of meetings of those charged with governance and correspondence with the regulator; and
-- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12. Corporate Governance Statement
We are required to review the directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit:
-- the directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 20;
-- the directors' explanation as to its assessment of the Company's prospects, the period this assessment covers and why the period is appropriate set out on page 21;
-- the directors' statement on fair, balanced and understandable set out on page 22;
-- the board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 19;
-- the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 19; and
-- the section describing the work of the audit committee set out on page 28. 13. Matters on which we are required to report by exception 13.1. Adequacy of explanations received and accounting records
Under the Companies (Guernsey) Law, 2008 we are required to report to you if, in our opinion:
-- we have not received all the information and explanations we require for our audit; or -- proper accounting records have not been kept; or -- the financial statements are not in agreement with the accounting records.
We have nothing to report in respect of these matters.
14. Use of our report
This report is made solely to the Company's members, as a body, in accordance with Section 262 of the Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
David Becker,
For and on behalf of Deloitte LLP
Recognised Auditor
St Peter Port, Guernsey
02 August 2021
ST A TEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2021
Year ended Year ended
Notes 31 Mar 2021 31 Mar 2020
GBP GBP
INCOME
A rent income 4 10,304,627 10,871,136
B rent income 4 4,508,388 4,520,740
-------------
14,813,015 15,391,876
EXPENSES
Operating expenses 5 (679,610) (641,063)
Depreciation of Asset 10 (9,862,508) (12,654,636)
Impairment of Asset 10 (6,316,569) (12,847,569)
-------------
(16,858,687) (26,143,268)
Net loss for the year before finance
costs and foreign exchange losses (2,045,672) (10,751,392)
Finance costs 11 (638,738) (1,274,983)
Net loss for the year after finance
costs before foreign exchange losses (2,684,410) (12,026,375)
Unrealised foreign exchange profit/(loss) 7 2,385,102 (1,727,598)
------------- -------------
Loss for the year (299,308) (13,753,973)
Other Comprehensive Income - -
------------- -------------
Total Comprehensive Losses for
the year (299,308) (13,753,973)
------------- -------------
Pence Pence
Loss per Share for the year - Basic
and Diluted 9 (0.71) (32.40)
In arriving at the results f or the fin ancial year, all amounts abo ve relate to c ontinuing operations.
T h e notes on pages 61 to 88 f orm an integral part of these fin ancial s t atements.
ST A TEMENT OF FINANCIAL POSITION
A s at 31 March 2021
31 Mar 2021 31 Mar 2020
Notes G BP G BP
NON-CURRENT A SSETS
A ircra ft 10 41,605,961 57,785,038
----------------------- -----------------------
CURRENT A SSETS
Accrued income 471,201 953,531
Cash and c ash equiv ale nts 17 2,092,159 3,770,813
Receiv ables 13 114,362 13,687
----------------------- -----------------------
2,677,722 4,738,031
----------------------- -----------------------
TOTAL A SSETS 44,283,683 62,523,069
======================= =======================
CURRENT LI ABILITIES
B o rrowin gs 15 3,046,374 9,578,401
De f erred income 6,077,975 99,554
P a y ab les - due within one y ear 14 53,405 34,547
----------------------- -----------------------
9,177,754 9,712,502
NON-CURRENT LI ABILITIES
B o rrowin gs 15 2,294,683 5,877,968
De f erred income 5,130,919 15,132,464
----------------------- -----------------------
7,425,602 21,010,432
----------------------- -----------------------
TOTAL LI ABILITIES 16,603,356 30,722,934
======================= =======================
TOTAL NET A SSETS 27,680,327 31,800,135
----------------------- -----------------------
EQ UITY
S ha re c apital 16 39,016,728 39,016,728
Retain ed loss (11,336,401) (7,216,593)
----------------------- -----------------------
27,680,327 31,800,135
----------------------- -----------------------
P e nce P e nce
Net Asset V alue per Ordin ary S hare based
o n 42,450,000 (31 March 2020: 42,450,000)
s hares in issue 65.21 74.91
The financial statements were approved by the Board and authorised for issue on 2 August 2021 and are signed on its behalf by:
Charles Wilkinson Geoffrey Hall Director Director
T h e notes on pages 61 to 88 f orm an integral part of these fin ancial s t atements.
ST A TEMENT OF CASH FLOWS
For the year ended 31 March 2021
Year ended Year ended
31 Mar 2021 31 Mar 2020
Notes G BP G BP
OPE RATING ACTIVITIES
Loss f o r the year (299,308) (13,753,973)
Mo v ement in accrued and de f erred
income (2,003,144) 1,104,704
Impairment of Asset 10 6,316,569 12,847,569
De preciation of Asset 10 9,862,508 12,654,636
Loa n interest payable 11 578,184 1,214,263
Increase/(decrease) in pa y ables 18,858 (141,264)
Increase in receiv ables (100,671) (105)
A mortisation of debt arrangement
costs 11 60,554 60,720
Foreign e xchange mo v ement 7 (2,385,102) 1,727,598
------------------------ -----------------------
NET CA SH FROM O PERATING ACTIVITIES 12,048,448 15,714,148
------------------------ -----------------------
FINANCING ACTIVITIES
Divid ends paid 8 (3,820,500) (3,820,500)
Re pa yments of c apital on borrowin
gs 20 (9,132,742) (11,113,917)
Interest on borrowin gs 20 (577,143) (1,233,659)
------------------------ -----------------------
NET CA SH USED IN FINANCING ACTIVITIES (13,530,385) (16,168,076)
------------------------ -----------------------
CA SH AND CA SH EQUIV ALENTS AT
BBEGINNINGBEGINNING
BEGINNING O F YEAR 3,770,813 4,009,908
D e crease in c ash and c ash equiv
ale nts (1,481,937) (453,928)
Effects of foreign exchange rates (196,717) 214,833
------------------------ -----------------------
CA SH AND CA SH EQUIV ALENTS AT
OF
YEAR 17 2,092,159 3,770,813
------------------------ -----------------------
T h e notes on pages 61 to 88 f orm an integral part of these fin ancial s t atements.
ST A TEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2021
Notes Share Retained Total
Capital Loss
GBP GBP GBP
Balance as at 1 April
2020 39,016,728 (7,216,593) 31,800,135
Total Comprehensive Losses
for the year - (299,308) (299,308)
Dividends paid 8 - (3,820,500) (3,820,500)
----------- ------------- ------------
Balance as at 31 March
2021 39,016,728 (11,336,401) 27,680,327
----------- ------------- ------------
Notes Share Retained Total
Capital Loss
GBP GBP GBP
Balance as at 1 April
2019 39,016,728 10,357,880 49,374,608
Total Comprehensive Losses
for the year - (13,753,973) (13,753,973)
Dividends paid 8 - (3,820,500) (3,820,500)
------------ ------------- -------------
Balance as at 31 March
2020 39,016,728 (7,216,593) 31,800,135
------------ ------------- -------------
T h e notes on pages 61 to 88 f orm an integral part of these fin ancial s t atements.
NO TES TO THE FINANCIAL ST A TEMENTS
For the year ended 31 March 2021
1 GE NERAL INFORM ATION
The Company was incorporated in Guernsey on 8 October 2010 with registered number 52484. The address of the registered office is given on page 89. Its Share Capital consists of one class of the Shares and Administrative Shares. T he Compan y 's Shares have been admitted to trading on the SFS of the LSE Main Market.
T h e Compan y 's in v estment objective is to obtain income returns and a capital return f or its S harehold ers by acquirin g, le asing and then s elling a sin gle Aircra ft. The principal activities of the Company are set out in the Chair's Statement and Management Report on pages 7 to 10 and 11 to 15 respectively.
2 A CCOUNTING POLICIES
T h e sig nificant accounting policies adopted by the Company are as f ollows:
(a) Ba sis of Preparation
T h e fin ancial st atements ha ve been prepared in con f ormity with IFRS, as adopted by the EU, which comprise standards and interpretations approved by the IASB and IFRIC as adopted by the EU and applicable Guernsey law. The financial statements have been prepared on a historical cost basis.
T h e accounting policies adopted are consist ent with those of the pre vio us fin ancial y ear, e xcept f or the adoption of the new and amended st andards set out belo w:
(b) Adoption of new and revised Standards
New and amended IFRS Standards that are effective for current year
The following Standard and Interpretations have been adopted in the current year. Their adoption has not had a material impact on the amounts reported in these financial statements and is not expected to have any impact on future financial periods except where stated otherwise:
IAS 1 and IAS 8, 'changes in accounting estimates and error' on definition of material - These amendments to IAS 1, IAS 8 and consequential amendments to other IFRSs: use a consistent definition of materiality throughout IFRSs and the Conceptual Framework for Financial Reporting; clarify the explanation of the definition of material; and incorporate some of the guidance in IAS 1 about immateriality information. The effective date is for annual periods beginning on or after 1 January 2020. The standard has not had a material impact on the financial statements or performance of the Company.
New and Revised Standards in issue but not yet effective
IFRS 16 - Covid-19 related rent concessions. As a result of the coronavirus (COVID-19) Pandemic, rent concessions have been granted to lessees. Such concessions might take a variety of forms, including payment holidays and deferral of lease payments. Lessees can elect to account for such rent concessions in the same way as they would if they were not lease modifications. In many cases, this will result in accounting for the concession as variable lease payments in the period(s) in which the event or condition that triggers the reduced payment occurs. The standard is not expected to have a material impact on the financial statements or performance of the Company as it is applicable to lessees. The effective date is for annual periods beginning on or after June 2020. The standard is not expected to have a material impact on the financial statements or performance of the Company and is not endorsed by the EU.
IAS 1 Classification of Liabilities as Current or Non-current. The IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The effective date is for annual periods beginning on or after 1 January 2023. The standard is not expected to have a material impact on the financial statements or performance of the Company and is not endorsed by the EU.
(c) Taxation
The Company has been assessed for tax at the Guernsey standard rate of 0 per cent.
(d) Share Capital
Shares are classified as equity. Incremental costs directly attributable to the issue of Shares are recognised as a deduction from equity.
(e) Expenses
All expenses are accounted for on an accruals basis.
(f) Interest Income
Interest income is accounted for on an accruals basis.
(g) Foreign Currency Translation
The currency of the primary economic environment in which the Company operates (the "functional currency") is GBP, GBP or Sterling , which is also the presentation currency. Transactions denominated in foreign currencies are translated into Sterling at the rate of exchange ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income.
(h) Cash and Cash Equivalents
Cash at bank and short term deposits which are held to maturity are carried at cost. Cash and cash equivalents are defined as call deposits, short term deposits with a term of no more than three months from the start of the deposit and highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value.
(i) Segmental Reporting
The directors are of the opinion that the Company is engaged in a single segment of business, being the acquiring, leasing and selling of the Aircraft.
(j) Going Concern
The directors in consultation with the Asset Manager are monitoring the continuous effect of the Pandemic generally on the aviation industry and specifically on the Company's aircraft value and the financial wellbeing of its Lessee both now and in the future. The Pandemic continues to have a pervasive impact on the global economy and it remains possible that the Company's future performance could be impacted in this prolonged period of uncertainty. In many jurisdictions restrictions on the ability of people to travel still adversely affect the airline sector, and by extension the aircraft leasing sector. The risk therefore remains that some airlines may not be able to pay rent as it falls due. The impact of the Pandemic on the aviation industry has been significant, with a large part of the global passenger aircraft fleet temporarily grounded. These factors, together with wider economic uncertainty and disruption, have had an adverse impact on the future value of the Aircraft owned by the Company, and could also negatively impact the sale, re-lease, refinancing or other disposition of the Aircraft.
Given the prolonged impact of the Pandemic, increased lessee counterparty credit risk remains in existence and there could be requests for lease rental deferrals. Reduced rents receivable under the Lease may not be sufficient to meet the fixed loan interest and regular repayments of debt scheduled during the life of the Loan and may not provide surplus income to pay for the Company's expenses and permit the declaration of dividends.
The option to remarket the Aircraft following a potential event of default by the Lessee has not been taken into account. The period of time necessary to successfully complete such a process is beyond the twelve months forecasting horizon of the going concern considerations. This applies in particular in times of COVID-19, as various restrictions are still in place to contain the Pandemic.
Based on current information the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, although the risk to this is clearly higher compared to a pre-COVID-19 environment.
The Board will continue to actively monitor the financial impact on the Company from the evolving position with its aircraft lessee and lender whilst bearing in mind its fiduciary obligations and the requirements of Guernsey law which determine the ability of the Company to make dividends and other distributions.
Note 15 ('Borrowings') describes the borrowings obtained by the Company to part-finance the acquisition of its Aircraft. The Company has obligations under the loans to make scheduled repayments of principal and interest, which are serviced by the receipt of lease payments from Emirates.
The Company's aircraft with a carrying value of GBP41,605,961 is pledged as security for the Company's borrowings (see note 15).
The directors, with the support of its Asset Manager, believe that it is reasonable to assume as of date of approval of annual financial statements that Emirates will continue with the contracted lease rental payments due to the following:
- Emirates continues to be a going concern as at the date of the Lessee's latest signed annual financial report for the financial year ended on March 31, 2021.
- Challenged by an unprecedented drop in passenger air travel during 2020, the Lessee reacted quickly and temporarily adjusted its business model with a particular focus on air cargo services. The high Pandemic-driven demand in this space helped the Lessee to contain its losses in the passenger segment.
- Although Emirates concluded its last financial year with the first net loss in more than 30 years and refunded already paid tickets in the amount of US$ 2.3 billion, it still has a substantial cash position, which also benefited from the support of its ultimate shareholder.
- Emirates confirmed to have access to the capital markets and was already able to secure committed offers for the financing of two upcoming aircraft deliveries.
- The Government of Dubai has injected capital in the combined amount of US$3.1 billion into Emirates so far, since the Pandemic brought global air travel to a near halt. It previously had publicly confirmed that they will financially support Emirates during this period, indicating the trust capital markets have in Emirates.
- Emirates' listed debt and CDS's are trading at non-distressed levels.
- As of the date of the annual financial report, the Board is not aware of a formal request to the Company for a lease deferral or any other efforts that would result in the restructuring of the existing transaction
- Emirates has paid all the lease rentals to the Company in a timely manner.
- If end of lease negotiations with Emirates have not been concluded by the end of the terms of the current Lease, the Lease rentals due under the existing agreement must continue to be paid.
The directors have considered Emirates' ability to continue paying the lease rentals over the next 12 months and are satisfied that the Company can meet its liabilities as they fall due over this period. Further detail regarding the assumptions adopted when forming this conclusion can be found in the Viability Statement on page 21. Refer to note 12 for expiry dates of the leases
Although the Company does not have a fixed life, the articles of incorporation require that the directors convene a general meeting of the Company six months before the end of the term of the Lease where an ordinary resolution will be proposed that the Company proceed to an orderly wind-up at the end of the term of the Lease (the "Liquidation Resolution") and the directors will consider (and if necessary, propose to Shareholders) alternatives for the future of the Company, including re-leasing the Asset, or selling the Asset and reinvesting the capital received from the sale of the Asset in another aircraft.
The outcome of the Liquidation Resolution will be known at a point within the 12 month period commencing on the date when the Board approved the Annual Financial Report ("AFR"), which is due to take place in June 2022. This is six months before the end of the lease term in December 2022 and creates a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. In this event, the Company would proceed with an orderly wind-up after the lease-end. Such a determination would mean that the Company, though solvent and able as before to meet its liabilities as they fall due, would no longer meet the definition of a going concern i.e. an entity which will continue its operations for the foreseeable future.
(k) Leasing and Rental Income
The Lease relating to the Asset has been classified as an operating lease as the terms of the Lease do not transfer substantially all the risks and rewards of ownership to the Lessee. The Asset is shown as a non-current asset in the Statement of Financial Position. Further details of the Lease are given in note 12.
Rental income and advance lease payments from the operating lease are recognised on a straight line basis over the term of the Lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and amortised on a straight-line basis over the lease term.
(l) Property, Plant and Equipment - Aircraft
In line with IAS 16, the Asset is initially recorded at the fair value of the consideration paid. The cost of the Asset is made up of the purchase price of the Asset plus any costs directly attributable to bringing it into working condition for its intended use. Costs incurred by the Lessee in maintaining, repairing or enhancing the Aircraft are not recognised as they do not form part of the costs to the Company. Accumulated depreciation and any recognised impairment loss are deducted from cost to calculate the carrying amount of the Asset.
Depreciation is recognised so as to write off the cost of the Asset less the estimated residual value over the estimated useful life of the Asset of 12 years, using the straight line method. As at 31 March 2021, the estimated residual value of the Asset is GBP31.2 million (31 March 2020: GBP36 .6 million). Residual value was arrived at by taking the average amount of three independent external valuers and after taking into account disposition fees where applicable. The residual value of the A380 Aircraft was determined using the soft value excluding inflation, which best approximates residual value as required by IAS 16.
Due to the change in the estimate of residual value of the Aircraft which have been translated at the foreign exchange rate prevailing as at 31 March 2021, there has been a GBP2,008,059 increase in the annual depreciation charge as compared to what the charge would have been if based on residual value determined as at 31 March 2020 translated at the foreign exchange prevailing as at 31 March 2020
The depreciation method reflects the pattern of benefit consumption. The residual value is reviewed annually and is an estimate of the fair amount the entity would receive today if the Asset were already of the age and condition expected at the end of its useful life. Useful life is also reviewed annually and, for the purposes of the financial statements, represents the likely period of the Company's ownership of the Asset. Depreciation starts when the Asset is available for use.
A t each audited St atement of Fin ancial Position date, the Company re vie ws the carrying amounts of the Asset to determine whether there is any in dication that the Asset has su ff ered an im pairment loss. If any such in dication e xists, the reco v erable amount of the Asset is estim ated to determine the e xtent of the impairment loss (if an y). Further details are given in note 3.
Recoverable amount is the higher of fair value less costs to sell and VIU. In assessing VIU, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the Asset for which the estimates of future cash flows have not been adjusted.
An impairment loss exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, since it was not possible to measure fair value less costs of disposal because there is no basis for making a reliable estimate of the price at which an orderly transaction to sell the asset would take place between market participants at the measurement date under current market conditions hence, the Company used the asset's value in use as it recoverable amount.
(m) Financial instruments
A financial instrument is recognised when the Company becomes a party to the contractual provisions of the instrument. Financial liabilities are derecognised if the Company's obligations, specified in the contract, expire or are discharged or cancelled.
Financial assets are derecognised if the Company's contractual rights to the cash flows from the financial assets expire, are extinguished, or if the Company transfers the financial assets to a third party and transfers all the risks and rewards of ownership of the Asset, or if the Company does not retain control of the asset and transfers substantially all the risk and rewards of ownership of the Asset.
Under IFRS 9, on initial recognition, a financial asset is classified as measured at:
- Amortised cost; - FVOCI; or - FVTPL.
The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. The Company only has financial assets that are classified as amortised cost.
i) Financial assets held at amortised cost
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. These assets are subsequently measured at amortised cost using the effective interest method. The effective interest method calculates the amortised cost of financial instruments and allocates the interest over the period of the instrument.
The Company's financial assets held at amortised cost include trade and other receivables and cash and cash equivalents.
The Company assesses on a forward looking basis the expected credit losses associated with its financial assets held at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
ii) Financial liabilities held at amortised cost
Financial liabilities consist of payables and borrowings. The classification of financial liabilities at initial recognition depends on the purpose for which the financial liability was issued and its characteristics. All financial liabilities are initially measured at fair value, net of transaction costs. All financial liabilities are recorded on the date on which the Company becomes party to the contractual requirements of the financial liability. Financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.
T h e e ff ective interest method is a method of calculating the amortised cost of the fin ancial liability and of allocating interest e x pense o v er the rele v ant perio d. T he e ff ective interest rate is the rate that e x actly discounts estim ated f uture cash pa yments through the e x pect ed life of the fin ancial liability, or, where appropriate, a s horter perio d, to the net carrying amount on initial recognition.
T h e Company derecognises fin ancial liabilities when, and only when, the Compan y 's obligations are discharged, cancelled or they e x pir e.
3 SIGNIFICANT JUDGEMENTS AND ESTIMATES
I n the application of the Compan y 's accounting policies, which are describ ed in note 2, the direct ors are requir ed to make judgements, estim ates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. T he estim ates and associated assumptions are based on historical e x perie nce and other f act ors that are considered to be rele v ant. Act ual results may diff er from these estim ates.
T h e estim ates and underlying assumptions are re vie wed on an ongoing basis. Re visio ns to accounting estim ates are recognised in the period in which the estim ate is re vised if the re vision a ff ects only that perio d, or in the period of the re vision and f uture perio ds if the re vision a ff ects both current and f uture perio ds.
T h e f ollowing are the critical judgements and estim ates that the direct ors ha ve made in the process of applying the Compan y 's accounting policies and that ha ve the most significant e ff ect on the amounts recognised in fin ancial st atements.
Estimates
Re sidual V alue, Impairment and Useful Life of Aircraft
A s describ ed in note 2 (l), the Company depreciates the Asset on a straig ht line basis o v er the estim ated use f ul life of the Asset after taking into consideration the estim ated residual v alu e. IAS 16 requir es residual v alue to be determin ed as an estim ate of the amount that the Company would currently obtain from the disposal of the Asset, a fter deducting the estim ated costs of disposal, if the Asset were of the age and condition e x pect ed at the end of its use f ul lif e. Ho we v er, there is currently no data for aircraft of a similar type of sufficient age f or the direct ors to make a dir ect market comparison in making this estim ation. The residual values of the A380 Aircraft are determined using soft values excluding inflation since the directors consider this best approximates to residual value as required by IAS 16.
In estimating residual value for the year, the directors refer to future soft values (excluding inflationary effects) for the Asset obtained from three independent expert aircraft valuers. This has resulted in a further reduction in the anticipated residual value of the Aircraft since the prior financial year. Details of which have been disclosed in note 10.
The Company's future performance can potentially be impacted should COVID-19 have a pervasive and prolonged impact on the aviation industry and on the business of its lessee and also affect the residual value of the aircraft it owns. This together with the wider economic uncertainty and disruption, are likely to have an adverse impact on the future value of the aircraft asset owned by the Company, as well as on the sale, re-lease, or other disposition of the relevant aircraft. Therefore the estimation of residual value remains subject to material uncertainty.
Re sidual V alue, Impairment and Useful Life of the A sset
If the estimate of uninflated residual value for use in calculating depreciation had been decreased by 30 per cent with effect from the beginning of this year, the depreciation charge for the year would have increased by approximately GBP3.5 million (31 March 2020: GBP2 million). However because residual value is a component of the VIU calculation that forms part of the impairment loss calculation, the overall impact on profit for the Period would be GBP8.5 million (see page 57).
An increase in residual value by 30 per cent. would have been an equal but opposite effect. This reflects the range of estimates of residual value that the directors believe would be reasonable at this time. The useful life of the Asset is based on the expected period for which the Company will own and lease the Aircraft. The Board expects that the Asset will have a working life in excess of this period.
The impairment assessment was performed by comparing the depreciated cost of the Aircraft with VIU (since it was not possible to measure fair value less costs of disposal because there is no basis for making a reliable estimate of the price at which an orderly transaction to sell the asset would take place between market participants at the measurement date under current market conditions hence, the entity used the asset's value in use as it recoverable amount). Rental cash flows to the end of the contracts have been used in the calculation of VIU as the cash flows are contractual. Any assumptions with regards to issues in counterparty credit risk would be reflected in the discount rate used to calculate the net present value of future cash flows. In determining the VIU, the gross value of future contractual cash flows including a residual value assumption was discounted to present value, using the Company's WACC (6.5 per cent). The present value produced by this calculation was lower as at 31 March 2021 than depreciated cost and so gave rise to an impairment loss.
Residual values for the purpose of the impairment test are determined to be the soft values (at an inflation rate of 1.5 per cent at the end of the Aircraft's useful life), being considered the most appropriate. A soft market is considered where the world's principal traffic generating regions are in the middle of a recession or a period of economic stagnation, which historically have a negative impact on aircraft values. This is when airlines experience low growth or even traffic reductions, make losses, cut their fleets and staff or reduce fleet growth plans. The market becomes imbalanced, with supply outstripping demand, resulting in more parked aircraft and lower utilisation rates, which in turn, increase aircraft availability. The prevailing conditions, the lack of transactional data and the limited second hand market for A380 aircraft that currently exists means that the independent expert aircraft valuers have attributed a more significant weighting to a part out value when determining their soft value point estimate. It is also assumed that a market will exist under each scenario contemplated when determining those valuations. If the assumptions prove to be false, actual results of operations and realisation of the Company's Aircraft asset could differ from the estimates set forth in these financial statements, and the difference could be material.
Additionally, these values have been tested with regards its sensitivity to the discount rates. Discount rates at a -0.5 per cent and +0.5 per cent interval have been tested on either side of the WACC (6.5 per cent) initially, with -1 per cent and +1 per cent intervals used for the analysis thereafter.
The Asset Manager considers that the inflated future soft value is the most appropriate measure to use for the Residual Value for the following reasons:
-- The Residual Value is discounted at the WACC which would include a return for the time value of money (inflation). The inflated values (1.5 per cent. p.a. inflation assumed) are therefore used to avoid double counting when producing the discounted future cash flow value.
-- The calculation of cash flow is an assumption on the Company's best estimation of a) contracted cash flows and b) residual. Pricing increases of 1.5 per cent p.a. is considered to be the best estimation as to what the Company would receive for residual value in future
years on a like for like basis, taking the current economic climate into account.
Rental cash flows to the end of the contract has been used in the calculation of the future cash flow as the cash flows are contractual. Any assumptions with regards issues in counterparty credit risk would be reflected in the discount rate used to calculate the net present value of future cash flows. The directors, with the support of its Asset Manager believe that for the Company it is reasonable to assume as of date of approval of the Company's annual financial statements that Emirates will continue with the contracted lease rental payments and there is no evidence at this time that either Emirates will default. The marketability of the aircraft post lease will depend on how demand for air travel will bounce back in a post COVID-19-crisis environment.
The directors on the advice of the Asset Manager considers that 6.5 per cent. is the most appropriate WACC for the following reasons:
-- The discount rate should be a rate commensurate with what a normal market participant would consider to be the risk inherent in the assets.
-- The risk profile of Emirates. Emirates unsecured USD bonds indicate a running USD yield of 3.8 per cent to 4.4 per cent, depending on the maturity .
-- By using soft values to approximate residual values (and 1.5 per cent p.a. inflation), the discount rate is considered appropriate to avoid double counting of risk.
Based on the impairment review performed, an impairment loss of GBP 6,316,569 was recognised in the current year (31 March 2020: GBP12,847,569), which resulted in an updated carrying value of the Aircraft in total to GBP41,605,961 at year end, as reflected in Note 10 .
If the discount rate had been decreased by 0.5 per centage points with effect from the beginning of the year, the net profit for the year and closing shareholder's equity would have been increased by approximately GBP0.3 million. An increase in the discount rates by 0.5 per centage points would have had an equal but opposite effect.
If the latest residual value estimates had been decreased by 30 per cent., the impairment loss would have increased to GBP5 million. This together with the increased depreciation charge of GBP3.5 million (see page 57) means that the overall impact of a 30 per cent. fall in residual values would be to reduce net profit for the year and closing Shareholders equity by 8.5 million. An increase in residual value estimates would have an equal and opposite effect.
Impairment
As described in note 2(l), an impairment loss exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, since it was not possible to measure fair value less costs of disposal because there is no basis for making a reliable estimate of the price at which an orderly transaction to sell the asset would take place between market participants at the measurement date under current market conditions hence the Company used the asset's value in use as it recoverable amount.
The directors review the carrying amount of its Asset at each audited Statement of Financial Position date and monitor the Asset for any indications of impairment as required by IAS 16 and IAS 36.
In assessing VIU, the estimated future cash flows expected to be generated by the Asset (ie the income streams associated with the Lease and the expected future market value of the Aircraft at the end of the Lease) are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the Asset and the credit risk profile of the Lessee.
In determining fair value less costs of disposal, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. Such valuation reflects the current use given the fact that the Aircraft are held for use in a leasing business.
Factors that are considered important which could trigger an impairment review include, but are not limited to, significant decline in the market value beyond that which would be expected from the passage of time or normal use, significant changes in the technology and regulatory environments, evidence from internal reporting which indicates that the economic performance of the Asset is, or will be, worse than expected.
The Board together with the Asset Manager have conducted an impairment review in the current year as the below item may result in pricing changes for the Aircraft:
-- The impact of COVID-19 on the business of airlines and indirectly aircraft values, as well as on the credit risk profile of the Company's Lessee could indicate the need for impairment.
Judgements
O perating Le ase Commitments - Company as Lessor
The Company has entered into a lease on the Asset. The Company has determined, based on an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks and rewards of ownership of this asset and accounts for the contract as an operating lease.
The Company has determined that the operating lease on the Asset is for 12 years without an extension option.
Functional Currency
The currency of the primary economic environment in which the Company operates (the functional currency) is GBP, which is also the presentation currency.
This judgement is made on the basis that this is representative of the operations of the Company due to the following:
-- the Company's share capital was issued in GBP and;
-- its dividends are paid to Shareholders in GBP, and that certain of the Company's significant operating expenses as well as portion of the Groups' rental income are incurred/earned in GBP.
In addition, the set-up of the leasing structure was designed to offer a GBP return to GBP investors.
4 RENTAL INCOME
Year ended Year ended
31 Mar 2021 31 Mar 2020
GBP GBP
A rent income 7,918,707 12,174,948
Revenue received but not yet
earned - (1,303,812)
Revenue earned but not received
in the Period 2,385,920 -
----------- --------------
10,304,627 10,871,136
----------- --------------
B rent income 4,891,164 4,321,632
Revenue received but not yet
earned (382,776) -
Revenue earned but not received
in the
Period - 199,108
----------- --------------
4,508,388 4,520,740
----------- --------------
Total rental income 14,813,015 15,391,876
----------- --------------
Re ntal income is deriv ed from the le asing of the Asset. Re nt is split into A rent, which is receiv ed in $ an d B rent, which is receiv ed in Sterling. Re ntal income receiv ed in US dollars is tra nslated into the f unctio nal currency (Sterling) at the date of the transactio n.
A n adjustment has been made to spread the act ual total income receiv able o v er the term of the Lease.
5 OPE RATING EXPENSES
Year ended Year ended
31 Mar 2021 31 Mar 2020
G BP G BP
122,859 120,156
Corporate shareholder and advisor fee
(note 22)
A sset management f ee (note 22) 307,147 300,388
Liason agency fees (note 22) 11,908 11,733
A d ministration f ees (note 22) 59,503 61,763
A ccountancy f ees 11,622 11,383
Re gistrars f ee (note 22) 10,187 11,083
A ud it f ee 25,400 22,225
Direct ors' remuneration (note 6) 68,000 69,564
Direct ors' and o fficers' insurance* 27,186 7,878
Lega l and pro f essional e x penses 6,699 7,155
A nnua l f ees 7,158 7,158
O ther operating e x penses 21,941 10,577
--------------------------- ---------------------------
679,610 641,063
--------------------------- ---------------------------
* Due to market conditions at renewal, the directors' and officers' insurance premium was subject to a large increase.
6 DIRECTORS' REMUNERATION
Under their terms of appointment, each director is paid a fee of GBP15,000 per annum by the Company, except for the Chair, who receives GBP20,000 per annum and the Chair of Audit Committee, who receives GBP18,000 per annum. The rate of remuneration per director has remained unchanged.
7 UNREALISED FOREIGN EXCHANGE (GAINS)/
LOSSES Year ended Year ended
31 Mar 2021 31 Mar 2020
G BP G BP
Cash at bank 196,717 (214,833)
Deferred income (1,537,655) 675,485
Borrowings (1,044,164) 1,266,946
------------------- ---------------------------
(2,385,102) 1,727,598 1,266,946
------------------- ---------------------------
The foreign exchange gain in the year reflects the 9.89 per cent. movement in the Sterling/US dollar exchange rate from 1.242 as at 31 March 2020 to 1.3783 as at 31 March 2021.
8 DIVIDS IN RES PECT OF E QUITY SHARES
Year ended
31 Mar 2021
GBP Pence per
share
First interim dividend 955,125 2.25
Second interim dividend 955,125 2.25
Third interim dividend 955,125 2.25
Fourth interim dividend 955,125 2.25
---------- -----------
3,820,500 9.00
---------- -----------
Year ended
31 Mar 2020
GBP Pence per
share
First interim dividend 955,125 2.25
Second interim dividend 955,125 2.25
Third interim dividend 955,125 2.25
Fourth interim dividend 955,125 2.25
------------------- -------------------
3,820,500 9.00
------------------- -------------------
Refer to the Subsequent Events in note 23 in relation to dividends declared in April and July 2021.
9 LOSS P E R SHARE
LPS is based on the net loss f or the year attrib utable to the S harehold ers of GBP299,308 (31 March 2020: net loss of GBP13,753,973 and 42,450,000 (31 March 2020: 42,450,000) S hares being the weig hted a v erage number of S hares in issue during the year.
T he re are no dilutive instruments and there f ore basic and diluted LPS are identical.
10 P ROPERTY, PLANT AND E QUIPMENT - AIRCRAFT
COST A ir craft
A s at 1 Apr 2020 G BP
114 ,532,547
-----------------
A s at 31 Mar 2021 114 ,532,547
A CCUMULATED DEPRECIATION AND IMPAIRMENT
A s at 1 Apr 2020 56,747,509
-----------------
Depreciation charge based on previous residual values 7,854,449
Adjustment due to change in US dollar residual values 738,123
Adjustment due to FX movements on residual values 1,269,936
-----------------
Depreciation charge for the year 9,862,508
Adjustment due to impairment 6,316,569
A s at 31 Mar 2021 72,926,586
-----------------
CARRYING AMOUNT
A s at 31 Mar 2021 41,605,961
-----------------
A s at 31 Mar 2020 57,785,038
-----------------
T h e c ost in US dollars and the e xchange rates at acquisition
f or the Aircra ft was as f ollows:
Cost in US dollars 178,549,805
GBP /US dollars e xchange rate 1 .5502
The Company used future soft values excluding inflation which best approximates residual value as required per IAS 16 Property, Plant and Equipment (refer to note 3). The combined effect of translating residual values at the Sterling / US dollar exchange rate prevailing at 31 March 2021 of 1.3783 (31 March 2020: 1.2420 ) and a 5.4 per cent decrease in average appraised residual values in US dollar terms, resulted in a GBP 2,008,059 increase in the annual depreciation charge for the current year as compared to the charge which would have been made if based on the 31 March 2020 residual value and foreign exchange rates .
The Company can sell the Asset during the term of the leases (with the Lease attached and in accordance with the terms of the transfer provisions contained therein).
Un der IFRS 16 the dir ect costs attrib uted in negotiating and arranging the Lease ha ve been added to the c arrying amount of the Asset and are being recognised as an e x pense o v er the lease term.
Refer to note 3 for details on the impairment review, sensitivities conducted and residual value assumptions.
11 FINANCE COSTS
Year ended Year ended
31 Mar 2021 31 Mar 2020
GBP GBP
Amortisation of debt arrangement
costs 60,554 60,720
Loan interest 578,184 1,214,263
------------- -------------
638,738 1,274,983
------------- -------------
12 OPERATING LEASES
T h e amounts of minim um f uture le ase receipts at the reporting date under the non cancellable
operating le ase are detailed belo w:
31 Mar 2021 Next 12 1 to 5 After 5 Total
months years years
GBP GBP GBP GBP
Aircraft - A rental
receipts 3,774,348 1,887,174 - 5,661,522
Aircraft - B rental
receipts 5,460,696 2,730,348 - 8,191,044
----------- ----------- -------- -----------
9,235,044 4,617,522 - 13,852,566
----------- ----------- -------- -----------
31 Mar 2020 1 to 5 After 5
Next 12 years years Total
months
GBP GBP GBP GBP
Aircraft- A rental
receipts 8,240,061 6,282,831 - 14,522,892
Aircraft - B rental
receipts 4,891,164 8,191,044 - 13,082,208
----------- ----------- -------- -----------
13,131,225 14,473,875 - 27,605,100
----------- ----------- -------- -----------
T h e operating le ase is f or an Air bus A 380-861 aircra ft. T he term of the le ase is f or 12 y ears ending December 2022 with re duced re ntal pa yments in the last two y ears and no e xtension option.
13 RECEIV ABLES
31 Mar 2021 31 Mar 2020
GBP GBP
Prepayments 114,351 13,676
Sundry debtors 11 11
------------
114,362 13,687
------------ ------------
T h e abo ve c arrying v alue of receiv ables is equiv ale nt to its f air v alu e.
14 P A Y A BLES (amounts falling due within one y ear)
31 Mar 2021 31 Mar 2020
GBP GBP
Accrued administration fees 5,805 6,079
Accrued audit fee 24,125 13,085
Other accrued expenses 23,475 15,383
------------
53,405 34,547
------------ ------------
The above carrying value of payables is equivalent to its fair value.
15 BORRO WINGS
31 Mar 2021 31 Mar 2020
GBP GBP
Bank loan 5,444,248 15,620,114
Transaction costs (103,191) (163,745)
------------ ------------
5,341,057 15,456,369
------------ ------------
Current portion 3,046,374 9,578,401
------------ ------------
Non-current portion 2,294,683 5,877,968
------------ ------------
Notwithstanding the fact that GBP9.1 million (31 March 2020: GBP11.1 million) of debt was repaid during the year, as per the Statement of Cash Flows, the v alue of the borrowin gs has decreased by GBP10.1 million (31 March 2020: GBP9.8 million) due to the 9.89 per cent movement in the Sterling / US dollar exchange rate for the Period from 1.242 at 31 March 2020 to 1.3783 at 31 March 2021. See note 19.
T h e amounts below detail the f uture contract ual undiscounted cash flo ws in respect of the lo an, including both the principal and interest pa yments, and will not agree dir ectly to the amounts recognised in the Statement of Fin ancial P osition:
31 Mar 2021 31 Mar 2020
GBP GBP
A mount due f or s ettlement within 12 mo
nths 3,279,704 10,184,006
=========== ============
A mount due f or s ettlement a fter 12 mo
nths 2,459,778 6,369,346
=========== ============
T h e Lo an was arranged with W est pac f or $122,000,000, runs f or 12 y ears until December 2022 and has an e ff ective interest rate of 5.4950 per cent., which is the same as the contract ual fix ed interest rate. T he Lo an is secured on the Asset. No breaches or de f aults occurred in the year. Transaction costs of arranging the lo an ha ve been deduct ed from the carrying amount of the Loan and
are being amortised o v er its lif e.
In the direct ors' opinio n, the abo ve c arrying v alue of the bank lo an is appro xim ate to its f air v alu e.
16 S HARE CA PITAL
T h e S hare Ca pital of the Company is represented by an unlimited number of shares of no par v alue being issued or reclassified by the Company as Share Capital.
Issued Administrative Ordinary
Shares Shares
Issued shares as at 31 March 2021
and as at 31 March 2020 2 42,450,000
------------------------ --------------
Issued Shares GBP
Total Share Capital as at 31 March 2021 and as at 31
March 2020 39,016,728
--------------
Members holding Shares are entitled to receive and participate in any dividends out of income attributable to the Shares; other distributions of the Company available for such purposes and resolved to be distributed in respect of any accounting Period; or other income or right to participate therein.
Upon winding up, Shareholders are entitled to the surplus assets remaining after payment of all the creditors of the Company. Members have the right to receive notice of and to attend, speak and vote at general meetings of the Company. However the Board has considered the potential impact of the Pandemic on the arrangements for the AGM. The Company is required by The Companies (Guernsey) Law, 2008, as amended, to hold an AGM. Measures taken by the States of Guernsey in response to the Pandemic mean that attendance at the AGM by Shareholders who are not residents of Guernsey is not reasonably practicable.
Due to the Pandemic there will be little opportunity to physically interact with the directors therefore AGM's are not performed in person. However, the Board considers it important that all Shareholders have the opportunity to make their views known and to exercise their voting rights at the AGM. The Company has therefore strongly encouraged all Shareholders to exercise their votes in respect of the meeting in advance and to submit any questions they may have to either the Secretary or the Corporate and Shareholder Adviser.
The holders of Administrative Shares are not entitled to receive, and participate in, any dividends out of income; other distributions of the Company available for such purposes and resolved to be distributed in respect of any accounting Period; or other income or right to participate therein. On a winding up, holders are entitled to a return of capital paid up on them after the Shares have received a return of their capital paid up but ahead of the return of all additional capital to the holders of Shares.
The holders of Administrative Shares shall not have the right to receive notice of and shall have no right to attend, speak and vote at general meetings of the Company, except for the Liquidation Proposal Meeting (general meeting convened six months before the end term of the Lease where the Liquidation Resolution will be proposed) or if there are no Shares in existence
17 CASH AND CASH EQUIVALENTS
31 Mar 2021 31 Mar 2020
GBP GBP
Cash at bank 2,092,159 3,770,813
---- ------------ --------------
Cash and cash equivalents are highly liquid, readily convertible and are subject to insignificant risk of changes in value.
18 FINANCIAL INSTRUMENTS
T h e Compan y's main fin ancial instruments c omprise:
(a) Cash and c ash equiv ale nts that arise dir ectly from the Compan y 's operations; and
(b) A loan secured on non-current asset.
19 FINANCIAL RISK MANA GEMENT OBJECTIV ES AND P OLICIES
T h e Compan y 's objective is to obtain income returns and a capital return f or its S harehold ers by acquirin g, le asing and then s elling a sin gle aircra ft.
T h e f ollowing table details the categories of fin ancial assets and liabilities held by the Company at the re porting date:
31 Mar 2021 31 Mar 2020
GBP GBP
Financial assets
Cash and cash equivalents 2,092,159 3,770,813
Receivables (excluding prepayments) 11 11
------------ ------------
Financial assets at amortised cost 2,092,170 3,770,824
------------ ------------
Financial liabilities
Payables 53,405 34,547
Borrowings 5,341,057 15,456,369
------------ ------------
Financial liabilities measured at amortised
cost 5,394,462 15,490,916
------------ ------------
T h e main risks arising from the Compan y's fin ancial instruments are capital management risk, f oreign currency risk, credit risk, liquidity risk and interest rate risk. T he B oard regularly re vie ws and agrees policies f or ma naging each of these risks and these are s ummarised belo w:
(a) Capital Management
The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return to Shareholders through the optimisation of the debt and equity balance. The Company is not subject to any externally imposed capital requirements.
The capital structure of the Company consists of debt, which includes the borrowings disclosed in note 15, cash and cash equivalents disclosed in note 17 and equity attributable to equity holders, comprising issued capital and retained earnings.
The Company's Board reviews the capital structure on a bi-annual basis.
Equity includes all capital and reserves of the Company that are managed as capital.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2021 and 2020.
(b) Foreign Currency Risk
The Company's accounting policy under IFRS requires the use of a Sterling historic cost of the Asset and the value of the US dollar Loan as translated at the spot exchange rate on every statement of financial position date. In addition, US dollar operating lease receivables are not immediately recognised in the Statement of Financial Position and are accrued over the period of the Lease. The directors consider that this introduces artificial variance due to the movement over time of foreign exchange rates. In actuality, the US dollar operating lease receivables should offset the US dollar payables on the amortising loan. The foreign exchange exposure in relation to the Loan is thus largely naturally hedged.
Lea se rentals (as detailed in notes 4 and 12) are receiv ed in US dollars and Sterling. T hose le ase rentals receiv ed in US dollars are used to pay the lo an repa yments due, also in US dollars. B oth US dollar le ase rentals and lo an repa yments are fix ed and are f or similar sums and similar timin gs. T he matc hing of le ase rentals to s ettle loan re pa yments there f ore minimises risks caused by f oreign e xchange fluct uations.
T h e carrying amounts of the Compan y 's f oreign currency denomin ated monetary assets and liabilities at the re porting date are as f ollows:
31 Mar 2021 31 Mar 2020
GBP GBP
Bank loan (US dollar) - liabilities (5,444,248) (15,620,114)
Cash and cash equivalents (US dollar)
- assets 400,472 2,388,396
------------ -------------
The following table details the Company's sensitivity to a 25 per cent. (31 March 2020: 25 per cent.) appreciation of Sterling against the US dollar. 25 per cent. (31 March 2020: 25 per cent.) represents the directors' assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year end for a 25 per cent. (31 March 2020: 25 per cent.) change in foreign currency rates. A positive number below indicates an increase in profit and equity where Sterling strengthens 25 per cent. (31 March 2020: 25 per cent.) against US dollar. For a 25 per cent. (31 March 2020: 25 per cent.) weakening of Sterling against the US dollar, there would be a comparable but opposite impact on the profit and equity.
31 Mar 2021 31 Mar 2020
USD impact USD impact
GBP GBP
Profit or loss 1,008,756 2,646,344
Assets (80,094) (477,679)
Liabilities 1,088,850 3,124,023
------------ -----------------
On the eventual sale of the Asset, the Company will be subject to foreign currency risk if settled in a currency other than Sterling. Transactions in similar assets are typically priced in US dollars.
(c) Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company.
Refer to the going concern section on pages 63 to 65 where an assessment of Emirates is made.
T h e credit risk on cash tra nsactio ns is mitigated by tra nsacting with counterparties that are regulated entities subject to prudential supervisio n, or with high credit ratings assigned by international credit rating agencies.
T h e Compan y 's fin ancial assets e x posed to credit risk are as f ollows:
31 Mar 2021 31 Mar 2020
GBP GBP
Receivables (excluding prepayments) 11 11
Cash and cash equivalents 2,092,159 3,770,813
------------
2,092,170 3,770,824
------------ ------------
Surplus cash is held in accounts with Barclays Bank PLC and Westpac, which have credit ratings given by Moody's of P-1 and P-1 respectively. Moody's considers the outlook of the banks current ratings to be stable.
T he re is a contract ual credit risk arising from the possibility that the Lessee may de f ault on the le ase pa yments. T his risk is mitigated, as under the terms of the le ase agreement betw een the Lessee and the Compan y, any non-pa yment of the le ase rentals constitutes a " S pecial T ermin ation E v ent", under which the Le ase termin ates and the Company may either choose to sell the Asset or le ase it to another party.
A t the inception of the Le ase, the Company select ed a Lessee with a strong bala nce sheet and fin ancial outlook. T he fin ancial strength of Emir ates is regularly re vie wed by the B oard and the Asset Manager.
(d) Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in realizing assets or otherwise raising funds to meet financial commitments. The Company's main financial commitments are its ongoing operating expenses and debt service to Westpac.
Ultimate responsibility f or liquidity risk management rests with the B oard, which est ablished an appropriate liquidity management framework at the incorporation of the Compan y, through the timin gs of le ase rentals and lo an repa yments. T he Company manages liquidity risk by maintaining adequate reserv es, banking f acilities and borrowing f acilities, by monitoring f orecast and act ual cash flo ws, and by matc hing pro files of fin ancial assets and liabilities.
T h e table below details the residual contract ual maturities of fin ancial liabilities, including estim ated interest pa yments. T he amounts below are contract ual undiscounted cash flo ws, including both principal and interest pa yments, and will not agree dir ectly to the amounts recognised in the st atement of fin ancial position.
31 Mar 2021 Over 5
1-3 months 3-12 months 1-2 years 2-5 years years
GBP GBP GBP GBP GBP
Financial liabilities
Payables -
due within
one year 53,405 - - - -
Loans payable 819,626 2,459,778 2,459,778 -
----------- ------------ ---------- ---------- -------
873,031 2,459,778 2,459,778 - -
----------- ------------ ---------- ---------- -------
31 Mar 2020 Over 5
1-3 months 3-12 months 1-2 years 2-5 years years
GBP GBP GBP GBP GBP
Financial liabilities
Payables -
due within
one year 34,547 - - - -
Loans payable 3,091,367 7,092,640 3,639,625 2,729,720 -
3,125,914 7,092,640 3,639,625 2,729,720 -
----------- ------------ ---------- ---------- -------
(e) Interest Rate Risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows. It is the risk that fluctuations in market interest rates will result in a reduction in deposit interest earned on bank deposits held by the Company.
T h e Company mitigates interest rate risk by fixing the interest rate on the loan and the lease re ntals.
T h e f ollowing table details the Compan y 's e x posure to interest rate risks, by interest rate re fin ancing perio d:
31 Mar 2021 V a ri Fixed Non-interest Total
able interest Be aring
interest
G BP G BP G BP G BP
Financial assets
Receiv ables
(excluding
prepayments) - - 11 11
Cash and c ash equiv
ale
nts 2,092,159 - - 2,092,159
----------------------- ----------------------- ----------------------------- ----------
Total financial
assets 2,092,159 - 11 2,092,170
----------------------- ----------------------- ----------------------------- ----------
Financial liabilities
Payab l e s - - 53,405 53,405
Loan s pa y able - 5,444,248 - 5,444,248
----------------------- ----------------------- ----------------------------- ----------
Total financial
liabilities - 5,444,248 53,405 5,497,653
----------------------- ----------------------- ----------------------------- ----------
Tot a l int e r es t
se n s iti v ity g a
p 2,092 159 5,444,248
----------------------- -----------------------
31 Mar 2020 V a ri Fixed Non-interest Total
able interest Be aring
interest
G BP G BP G BP G BP
Financial assets
Receiv ables
(excluding
prepayments - - 11 11
Cash and c ash equiv
ale
nts 3,770,813 - - 3,770,813
----------------------- ----------------------- ----------------------------- ----------
Total financial
assets 3,770,813 - 11 3,770,824
----------------------- ----------------------- ----------------------------- ----------
Financial liabilities
P a y ab les - - 34,547 34,547
Loan s pa y able - 15,620,114 - 15,620,114
----------------------- ----------------------- ----------------------------- ----------
Total financial
liabilities - 15,620,114 34,547 15,654,661
----------------------- ----------------------- ----------------------------- ----------
Tot a l int e r es t
se n s iti v ity g a
p 3,770,813 15,620,114
----------------------- -----------------------
I f interest rates had been 50 basis points hig her throughout the year and all other v aria bles were held const ant, the Compan y 's pro fit f or the year and net assets attrib utable to S harehold ers as at 31 March 2021 would ha ve been GBP10,461 (31 March 2020: GBP18,854 ) greater due to an increase in the amount of interest receiv able on the bank bala nces.
I f interest rates had been 50 basis points lo wer and all other v aria bles were held const ant, the Compan y 's pro fit f or the year and net assets attrib utable to S harehold ers as at 31 March 2021 would ha ve been GBP10,461 (31 March 2020: GBP18,854) lo wer due to an decrease in the amount of interest receiv able on the bank bala nces.
20 CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
The following table discloses the effects of the amendments to IAS 7 Statement of Cash Flows which requires additional disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash flows. The table below excludes non-cash flows arising from the amortisation of associated costs (see note 15).
31 Mar 2021 31 Mar 2020
GBP GBP
Opening Balance 15,620,114 25,486,481
Cash flows paid - capital (9,132,742) (11,113,917)
Cash flows paid - interest (577,143) (1,233,659)
Non-cash flows
- Interest accrued 578,184 1,214,263
- Effects of foreign exchange (1,044,165) 1,266,946
Closing Balance 5,444,248 15,620,114
------------ ---------------
21 ULTIMATE CONTROLLING P ARTY
In the opinion of the direct ors, the Company has no ultimate c ontrolling party.
22 RELATED PARTY TRANSACTIONS AND MATERIAL CONTRACTS
Doric is the Company's Asset Manager.
Under the Asset Management Agreement, the Company pays Doric a management and advisory fee of GBP250,000 per annum (adjusted annually for inflation from 2012 onwards, at 2.25 per cent. per annum), payable quarterly in arrears.
During the year, the Company incurred GBP313,048 (31 March 2020: GBP307,312) of expenses with Doric of which GBP307,147 (31 March 2020: GBP300,388) related to asset management fees of as shown in note 5, and GBP5,901 (31 March 2020: GBP6,924) was liaison agent fees. At 31 March 2021, GBPnil (31 March 2020: GBPnil) was owing to this related party
Amedeo Services (UK) Limited was the liaison agent.
During the year, the Company incurred GBP6,007 (31 March 2020: GBP4,809) of expenses with Amedeo Services (UK) Limited which related to liaison agent fees as shown in note 5. At 31 March 2021, GBP4,796 (31 March 2020: GBP3,250) was prepaid to this related party. The Company terminated the agreement with the liasion agent with immediate effect on 21 April 2021.
Nimrod is the Company's Corporate and Shareholder Advisor.
During the year, the Company incurred GBP124,474 (31 March 2020: GBP120,156) of expenses with Nimrod. As at 31 March 2021, GBPnil (31 March 2020: GBPnil) was owing to this related party.
JTC Registrars Limited is the Company's registrar, transfer agent and paying agent.
During the year, the Company incurred GBP10,187 (31 March 2020: GBP11,083) of expenses with JTC Registrars as shown in note 5. As at 31 March 2021, GBP737 (31 March 2020: GBP1,611) was owing to this related party.
JTC Fund Solutions (Guernsey) Limited is the Company's Company Secretary and Administrator.
During the year, the Company incurred GBP59,503 (31 March 2020: GBP61,763) of expenses with JTC Fund Solutions (Guernsey) Limited as shown in note 5. As at 31 March 2021, GBP5,805 (31 March 2020: GBP6,079) was owing to this related party.
23 S UBSEQUENT EVENTS
On 15 April 2021, a further dividend of 2.25 pence per Share was declared and this was paid on 30 April 2020.
On 16 July 2021, a further dividend of 2.25 pence per Share was declared and this will be paid on 31 July 2021.
The services provided by Amedeo Services (UK) Limited as liaison agent to the Company was terminated with immediate effect on 21 April 2021.
KEY A DVISERS AND CON T ACT IN FOR M A TION
K E Y I N F O R M A T ION
E x chan ge: Special ist Fund S e gme nt of t he London S t o ck
E xchan g e's M a in M ark et
T i c k e r: DN A1
Li st ing Da te: 13 Decemb er
2010
Fi nancial Year End: 31 M arch
Ba se Curre ncy: Pound Sterling
I S I N: GG 00B4 M F3899
SED O L: B4 M F389
LEI: 2138009FPM7EH4WDS168
Coun t ry of I ncorpora t ion:
G uernsey
Re g i s t ra t ion number: 52484
M A N A G E ME NT A ND A DMI
N I S T R A T ION
Co mpa ny Secretary a nd A dmi
Reg i s tered Off i ce n i s trator
D o ric Nimrod A ir One Limi t JTC Fund Solutions ( G uernse y)
ed Limi t ed
G round Floor G round Floor
Do rey Court Do rey Court
Ad miral Pa rk Ad miral Pa rk
S t Pe t er P ort S t Pe t er P ort
G ue rnsey G Y1 2 HT G ue rnsey G Y1 2 HT
A s se t Manager Leas e and Debt Arran g er
Do ric Asset Finance Gm bH & Co.
D o ric GmbH KG
Be rliner S t r asse 114 Be rliner S t r asse 114
6306 5 O ff enb ach am M a in 6306 5 O ff enb ach am M a in
G e r many G e r many
Co rporate and Shareho l d er A u d i tor
Advisor
Nimrod Capital LLP Deloi tt e LLP
1-3 Norton Folgate Re g en cy Cou rt
London G la t e g n y Esplanade
E1 6DB S t Pe t er P ort
G ue rnsey G Y1 3 HW
So li c i tors to the Comp a A d voca tes to the Co m pa ny
ny (as to Eng l i sh L a w) (as to G u ernsey Law)
He rbert Smi th Freehills LLP Ca rey O lsen
E x chan ge House Ca rey House
P rimrose S treet Le s Ba n q ues
Londo n, England S t Pe t er P ort
EC2 A 2EG G ue rnsey G Y1 4 HP
Reg i s trar
JTC Re g i s trars L imi t ed
G round Floor
Do rey Court
Ad miral Pa rk
S t Pe t er P ort
G ue rnsey G Y1 2 HT
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END
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August 02, 2021 13:34 ET (17:34 GMT)
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