Doric Nimrod Air Three Limited
Consolidated Annual Financial Report
From 1 April 2013 to 31 March 2014
|Listing||Specialist Fund Market of London Stock Exchange and Channel Islands Securities Exchange|
|Share Price||106.50p (as at 31 March 2014)
105.00p (as at 25 July 2014)
|Market Capitalisation||GBP 234.3 million (as at 31 March 2014)
|Aircraft Registration Number||A6-EEK, A6-EEL, A6-EEM, A6-EEO|
|Current/Future Anticipated Dividend||From April 2014 on dividends are targeted to be 2.0625p per quarter per share until the aircraft leases terminate in 2025
|Dividend Payment Dates||April, July, October, January
|Launch Date/Price||2 July 2013 / 100p
|Incorporation and Domicile||Guernsey
|Asset Manager||Amedeo Management Limited
|Corp & Shareholder Advisor||Nimrod Capital LLP
|Administrator||JTC Fund Managers (Guernsey) Limited
|Market Makers||Shore Capital Ltd/ Winterflood Securities Ltd/
Jefferies International Ltd/ Numis Securities Ltd
|SEDOL, ISIN||B92LHN5, GG00B92LHN58
|Year End||31 March
|Stocks & Shares ISA||Eligible
Doric Nimrod Air Three Limited
Doric Nimrod Air Three Limited (LSE Ticker: DNA3) (“DNA3” or the “Company”) is a Guernsey company incorporated on 29 March 2012.
Pursuant to the Company’s Prospectus dated 20 June 2013, the Company on 1 July 2013, offered its shares for issue by means of a placing and raised approximately £211 million by the issue of Redeemable Ordinary Preference Shares (the “Ordinary Shares”) at an issue price of £1 each (the “Placing”). The Company’s Shares were admitted to the Official List and to trading on the Channel Islands Stock Exchange (“CISX”) and the Specialist Fund Market of the London Stock Exchange (“SFM”) on 2 July 2013. On 20 December 2013 the Royal Court of Guernsey approved the scheme of arrangement (“the scheme”) between CISX and The Channel Islands Securities Exchange (“CISE”). In accordance with the scheme, the business of CISX has been acquired by CISE. All securities that were listed on the Official List of CISX have been transferred and are now listed on the Official List of CISE.
As at 25 July 2014, the last practicable date prior to the publication of this report, the Company’s total issued share capital consisted of 220,000,000 Shares and the shares were trading at 105.00 pence per share.
Investment Objectives and Policy
The Company’s investment objective is to deliver an income return and a capital return for its Shareholders by acquiring, leasing and then remarketing aircraft (each an “Asset” and together the “Assets”). To pursue its investment objective, the Company has used the net proceeds of placings and other equity capital raisings, together with debt facilities (or instruments), to initially acquire four Airbus A380 aircraft which are leased to Emirates. The Company aims to provide Shareholders with an attractive total return comprising income, from distributions through the period of the Company’s ownership of the Assets, and capital, upon the sale of the Assets.
The Company has one wholly-owned subsidiary, DNA Alpha Limited (“DNA Alpha”) which holds or will hold the Assets for the Company. Together the Company and DNA Alpha are known as the (“Group”).
The first Asset was acquired by DNA Alpha on 29 August 2013 for a purchase price of US$245 million. Upon delivery, DNA Alpha entered into an operating lease with Emirates, pursuant to which the first Asset has been leased to Emirates for an expected initial term of 12 years, with fixed lease rentals for the duration.
The second Asset was acquired by DNA Alpha on 29 October 2013 for a purchase price of US$245 million. Upon delivery, DNA Alpha entered into an operating lease with Emirates, pursuant to which the second Asset has been leased to Emirates for an expected initial term of 12 years, with fixed lease rentals for the duration.
The third Asset was acquired by DNA Alpha on 14 November 2013 for a purchase price of US$245 million. Upon delivery, DNA Alpha entered into an operating lease with Emirates, pursuant to which the third Asset has been leased to Emirates for an expected initial term of 12 years, with fixed lease rentals for the duration.
The fourth Asset was acquired by DNA Alpha on 27 November 2013 for a purchase price of US$245 million. Upon delivery, DNA Alpha entered into an operating lease with Emirates, pursuant to which the fourth Asset has been leased to Emirates for an expected initial term of 12 years, with fixed lease rentals for the duration.
DNA Alpha acquired the Assets, using a combination of a portion of the proceeds of the issue of the Ordinary Shares by the Company together with the proceeds of the sale of Enhanced Equipment Trust Certificates issued by DNA Alpha (the “Equipment Notes”) and the initial rent payment pursuant to the relevant operating lease. The Equipment Notes were acquired by two separate pass through trusts using the proceeds of their issue of enhanced equipment trust certificates (the “Certificates”) as detailed within the Offering Circular issued by DNA Alpha dated 10 July 2013. The Certificates, with an aggregate face amount of approximately $630 million, were admitted to the official list of the Irish Stock Exchange and to trading on the Main Securities market thereof on 12 July 2013.
The Company aims to provide its shareholders with an attractive total return comprising income from distributions through the period of the Company’s ownership of the Assets and capital upon the sale of the Assets.
The Company declared a first interim dividend of 0.1715 pence per share on 1 October 2013 and a subsequent dividend of 1.7185 pence per share in January 2014. Now that all the four assets have been acquired and leased, the Company will, from April 2014 onwards, target a distribution to Shareholders of 2.0625 pence per share per quarter (amounting to a yearly distribution of 8.25% based on the initial placing price of 100 pence per share).
Future dividend payments are anticipated to continue to be declared and paid on a quarterly cycle on the basis specified above and subject to compliance with applicable laws and regulations.
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 Companies (Guernsey) Law 2008 (the “Guernsey Law”) enabling the Directors to effect the payment of dividends.
All payments by Emirates have to date been made in accordance with the terms of the respective leases.
In accordance with the Distribution Policy the Company declared two dividends of 0.1715 and 1.7185 pence per Ordinary Preference Share during the financial year to 31 March 2014 and two dividends of 2.0625 pence per Ordinary Preference Share after the reporting period. Further details of dividend payments can be found on page 24.
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 Assets subject to compliance with the relevant laws (including any applicable requirements of the solvency test contained therein).
Although the Company does not have a fixed life, the articles of incorporation (the “Articles”) require that the directors convene a general meeting of the Company in 2026 where an ordinary resolution will be proposed that the Company proceed to an orderly wind-up at the end of the term of the Leases and the directors will consider (and if necessary, propose to Shareholders) alternatives for the future of the Company, including re-leasing the Assets, or selling the Assets and reinvesting the capital received from the sale of the Assets in other aircraft.
I am pleased to present Shareholders with the Company’s annual financial report covering the period from incorporation on 2 July 2013 to 31 March 2014.
The Company’s investment objective is to obtain income returns and a capital return for its Shareholders by acquiring, leasing and then selling aircraft. The Company used the net proceeds of the Placing and debt via two tranches of Enhanced Equipment Trust Certificates with an aggregate face value of $630 million, to fund the purchase of four Airbus A380-861 aircraft and to lease them to Emirates, the national carrier owned by the Investments Corporation of Dubai, based in Dubai, United Emirates, between August and December 2013. The aircraft were acquired for the sum of US$245 million each. The aircraft have been leased to Emirates for initial terms of twelve years with fixed lease rentals for the duration. The debt portion of the funding will be fully amortised over the twelve years of each lease, with the aim of leaving the aircraft unencumbered at the conclusion of the lease. All payments thus far by Emirates have been made in accordance with the terms of the leases.
The lease payments received by the Company from Emirates cover repayment of the debt as well as income to pay operating expenses and dividends to shareholders. Emirates bears all costs (including maintenance, repair and insurance) relating to the aircraft during the lifetime of the leases. The Company’s Asset Manager, Amedeo Management Limited (formerly Doric Lease Corp Management Ltd ), continues to monitor the leases and reports regularly to the Board. Nimrod Capital LLP, the Company’s Placing and Corporate Agent as well as its Shareholder Advisory Agent, continues to liaise between the Board and Shareholders including distribution of quarterly fact sheets and the interim management statements.
The Company will have the ability to acquire further additional aircraft if, in the view of the Board, the acquisition of such additional aircraft would not have an adverse material effect on the Company’s target income distributions.
During the calendar year 2013 overall global air traffic passenger demand, measured in revenue passenger kilometres (RPKs), expanded by 5.2% compared to the year before. This number represents exactly the average historical growth rate over the last 30 years, and was mainly driven by solid economic growth in the emergin
regions. Less mature air travel markets continued to expand significantly faster than the more mature ones. In general, increasing air travel was consistent with the pick-up in economic growth around the globe.
Emirates has also continued to perform well flying more passengers than ever before carrying 44.5 million people to 142 destinations in 80 countries on six continents during the last financial year 2013/14. Passenger load factors remain high and the airline has ordered more wide bodied planes (including a further 50 A380’s) to cope with its forecast increasing demand.
At the end of April 2014 the A380 had 10 operators with 128 planes in service. There were undelivered orders of some 195 A380s at that point in time. According to Airbus as at March 2014 the worldwide A380 fleet had accumulated 1.3 million flight hours in close to 155,000 commercial flights. The number of passengers who flew aboard an Airbus A380 was 55 million. Currently the A380 operates between more than 35 airports and every five minutes an A380 takes off or lands at these destinations.
The Board recognise Emirates are the sole lessee of the Assets, and in the event that Emirates default on the rental payments 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. We do not believe this is a likelihood at this moment in time given the current and historical performance of Emirates and its current financial position.
In economic reality, the Company has also performed well. Four interim dividends were declared in the year and future dividends are targeted to be declared and paid on a quarterly basis. However, the financial statements do not in the Board’s view properly convey this economic reality due to the accounting treatment for foreign exchange, rental income and finance costs.
International Financial Reporting Standards require that transactions denominated in US Dollars (including, most importantly, the cost of the aircraft) are translated into sterling at the exchange rate ruling at the date of the transaction whilst monetary items (principally the outstanding borrowings) are translated at the rate prevailing on the reporting date. The resultant figures sometimes show very large mismatches which are reported as unrealised foreign exchange differences.
On an on-going basis and assuming the lease and 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 US Dollars are in fact closely matched. Rental income received in dollars is used to pay debt repayments due which are likewise denominated in dollars. Dollar lease rentals and debt repayments are furthermore fixed at the outset of the Company’s life and are very similar in amount and timing.
In addition to this, rental income receivable is credited evenly to the Statement of Comprehensive Income over the planned life of the Company. Conversely, the methodology for accounting for interest cost means that the proportion of the debt repayments which is treated as interest, and is debited to the Statement of Comprehensive Income, varies over the term of the debt with a higher proportion of interest recognised in earlier periods – so that the differential between rental income and interest cost (as reported in the Statement of Comprehensive Income) reduces over the course of 12 years. In reality however the amount of rental income is fixed so as to closely match the interest and principal components of each debt repayment instalment.
An annual review is required of the residual value of the Assets as per IAS 16 Property, Plant and Equipment which defines residual value as “the estimated amount that an entity would currently obtain from disposal of the asset, after deducting the estimated costs of disposal, if the asset were already of age and in the condition expected at the end of its useful life.”. The Company’s estimation technique is to make reference to the current forecast market value, not the amount that would currently be achieved, and so this value is not a direct application of the IAS 16 definition of residual value. The Company has engaged three internationally recognised expert appraisers to provide the Company with third party consultancy valuation services. The Company has also received reports from Amedeo, who have confirmed it has no reason to question the methodology used within the appraisal reports to determine the residual value and that they do not believe the appraisals show a fundamental movement in the anticipated residual values of the planes since they were acquired. Thus Amedeo has advised the Committee they do not believe the estimate of residual value need be changed for the Period. Upon review of the professional advice they have received, the Board is of the opinion that, the current estimate of the residual value of the Assets is a reasonable approximation of the residual value within the IAS 16 definition of residual value given a comparable asset is not available.
On behalf of the Board, I would like to thank our service providers for all their help and assistance and all shareholders for their continued support of the Company.
On the invitation of the directors of the Company, the following commentary has been provided by Amedeo Management Limited as Asset Manager of the Company and is provided without any warranty as to its accuracy and without any liability incurred on the part of the Company, its directors and officers and service providers. The commentary is not intended to constitute, and should not be construed as, investment advice. Potential investors in the Company should seek their own independent financial advice and may not rely on this communication in evaluating the merits of an investment in the Company. The commentary is provided as a source of information for shareholders of the Company but is not attributable to the Company.
In August 2013 Doric Nimrod Air Three Limited (“the Company”) received its first Airbus A380 aircraft, bearing manufacturer’s serial numbers (MSN) 132. The other three aircraft were delivered during the fourth quarter 2013 as follows: 29 October (MSN 136), 14 November (MSN 134) and 27 November (MSN 133). All are leased to Emirates Airlines (“Emirates”) – the national carrier owned by the Investment Corporation of Dubai, based in Dubai, United Arab Emirates – for an initial term of 12 years from the point of delivery, with fixed lease rentals for the duration.
The A380s owned by the Company visited Brisbane, Bangkok, Jeddah, Kuala Lumpur, Los Angeles, Melbourne, Shanghai, Sydney, and Toronto during the financial year ended on 31 March 2014.
Aircraft utilization for the period from delivery of each Airbus A380 until the end of March 2014 was:
|MSN||Delivery Date||Flight Hours||Flight Cycles||Average Flight Duration|
|132||29/08/2013||3,229||359||9 h 0 min|
|133||27/11/2013||1,838||179||10 h 15 min|
|134||14/11/2013||1,971||182||10 h 50 min|
|136||29/10/2013||2,341||233||10 h 5 min|
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) every 24 months or 12,000 flight hours, whichever comes first. Emirates bears all costs (including maintenance, repair and insurance) relating to the aircraft during the lifetime of the lease.
In late 2011, hairline cracks within the wing structure of some A380s in service were detected. In order to fix this issue Airbus developed a wing rib feet modification programme. With respect to the four aircraft owned by the Company the modification was already embodied during the final assembly, therefore no inspection and no further modification is required.
2. Market Overview
During 2013 passenger demand, measured in revenue passenger kilometres (RPKs), expanded by 5.2% compared to the year before. This number represents exactly the average historical growth rate over the last 30 years. Market development during 2013 was mainly driven by solid economic growth in the emerging regions. Less mature air travel markets continued to expand significantly faster than the more mature ones. The industry also experienced a firm start into the year 2014. RPKs in the first quarter of the current calendar year increased by 5.6% above the period the year before, but stagnated in March compared to February. In general, accelerating air travel markets during the last months are consistent with a pick-up in economic growth across the globe.
A regional breakdown reveals that the Middle East airlines were once more the best-performing in terms of RPK growth with a plus of 11.4% during 2013. The Asia/Pacific region grew by 7.1%. The most modest growth was again observed in North America with 2.3%. This growth pattern is continuing in the current year. During the first quarter of 2014 traffic in the Middle East increased by 13.3% compared to the same period the year before. At the lower end North America has been replaced by Africa where RPKs contracted by 0.5%.
Between January and December 2013 airlines increased their capacities, measured in available seat kilometres (ASKs), by 4.8%. With some exceptions, the operators remained careful in their capacity planning. Overall the growth rate of RPKs exceeded the ASK increase. The average passenger load factor during the year 2013 was 79.5%. This is an increase of 0.4%-points compared to the year before. From a historic perspective passenger load factors remain stable on a high level. In 2014 worldwide passenger load factors could exceed 81% for the first time in the industry’s history. According to the latest traffic forecast released by IATA in March 2014, RPKs are expected to grow by 5.8% in 2014 and 6.7% in 2015. Outlook for 2015 was slightly downgraded by 0.2%-points since the previous publication from December 2013.
IATA released its latest industry outlook in March 2014 according to which global industry profits are expected to reach USD 18.7 billion in 2014. This is slightly lower than IATA’s December 2013 estimate of USD 19.7 billion. The main driver of this downward revision is an adjusted projection for oil price development, which has been increased by USD 3.50 per barrel for geo-political reasons such as the latest developments in the Ukraine. But according to IATA’s General Director and CEO, Tony Tyler, the general outlook to the industry is positive. Expected GDP growth, which is closely linked to airlines profitability, is largely driven by developed economies after some key emerging economies like India and Brazil face economic challenges.
During 2013 Airbus delivered more aircraft to its customers than ever before. At the same time the European aircraft manufacturer received new orders for 1,503 aircraft. At year-end order backlog increased to 5,559 aircraft with a cumulative list price of more than USD 800 billion. This is a new record to the aviation industry.
Source: Airbus, IATA
3. Lessee – Emirates Key Financials and Outlook
Emirates announced its 26th consecutive year of profit and company-wide growth for the financial year ended on 31 March 2014, despite competitive pressure and a global economic environment that is only slowly recovering.
Revenue reached a record high of USD 22.5 billion, up by 13% compared to the previous financial year, and continues to be well balanced with no region contributing more than 30%. East Asia and Australasia remained the highest revenue contributing regions with USD 6.5 billion, up 14.1% from 2012/2013. Gulf and Middle East (up 16.6% to USD 2.3 billion), Europe (up 16.3% to USD 6.4 billion) and Africa (up 15.1% to USD 2.1 billion) saw the most significant growth rates, reflecting new destinations as well as increased frequency and capacity to these regions.
The airline posted a net profit of USD 887 million, representing an increase of 43% over last year’s results. With a share of nearly 40% fuel remains the largest operating cost category. Compared to last financial year, the average price of jet fuel was slightly lower relieving the carrier’s bottom line. Due to the growing fleet Emirates’ fuel bill increased by 10% to reach USD 8.4 billion. Total operating costs showed a smaller increase (+11.5%) than the revenues (+13%) in the financial year 2013/2014 resulting in a profit margin of 3.9%.
As of 31 March 2014 the balance sheet total amounted to USD 27.7 billion, an increase of 7.2% from the previous year. Total equity increased by 10.6% to USD 6.9 billion with an equity ratio of 25.1%. The equity ratio is defined as total equity divided by balance sheet total. The current ratio was 0.84; therefore the airline would be able to meet most of its current liabilities by liquidating all of its current assets. Significant items on the liabilities side of the balance sheet included finance leases in the amount of USD 8.6 billion and revenues received in advance from passenger and freight sales (USD 3.1 billion). As of 31 March 2014 the carrier’s cash balance reached USD 4.5 billion.
Emirates continued with its growth plan and saw the largest increase in Available Tonne Kilometres (ATKs) in the airline’s history during the financial year 2013/2014.
Between April 2013 and March 2014, as compared to the prior financial year, the airline’s ASKs increased by 14.6%. Measured in RPKs passenger traffic grew by 14.2%, resulting in an average passenger load factor of 79.4%. This is slightly below the 79.7% reached in the period before. A record 44.5 million passengers flew with Emirates between April 2013 and March 2014 – an increase of 13.1% compared to the previous period.
The airline received 24 widebody aircraft, including 16 Airbus A380s, 6 Boeing 777-300ER and 2 Boeing 777F freighters. At the Dubai Air Show in November 2013 Emirates signed contracts with Airbus and Boeing for a combined value of USD 99 billion (list prices) consisting of 150 Boeing 777X and another 50 Airbus A380. According to the operator, the first 25 of the additional A380 will come into service before the first quarter of 2018. Deliveries for 777Xs are scheduled to start in 2020. By that year Emirates expects to have more than 250 widebody aircraft in the air serving some 70 million passengers a year.
The airline is not only heavily investing in new aircraft, but it is also running the world’s largest paint hangar owned by an airline. Twice the size of a football field, the facility operates 24 hours a day, seven days a week. Between January and December 2013 Emirates completed 21 “make-overs” comprising paint stripping and repaint of complete aircraft. According to the airline, the first A380 which entered into service in August 2008 will be due for a repaint in 2015.
As of 30 April 2014 Emirates has 213 widebody aircraft in operation, with firm orders for another 224 aircraft, including 93 A380s, 58 Boeing 777-300ER and 120 Airbus A350. The airline operates the world’s largest fleets of Airbus A380s and Boeing 777-300ER. During the financial year 2013/2014 Emirates raised USD 3.3 billion in new funding mainly to secure its on-going fleet expansion. The carrier made use of a variety of financing structures to meet its refinancing needs, including a second Enhanced Equipment Trust Certificates (EETCs) emission through a lessor (Doric Nimrod Air Three Ltd.).
With its increased fleet and resources, Emirates launched nine destinations during the last financial year. In May 2014 Emirates operated flights to 141 destinations in 80 countries on six continents. During the calendar year 2013 the airline’s fleet travelled more than 751 million kilometres, circling the globe over 18,000 times and carrying over 43 million passengers. As of May 2014 the airline operates nearly 3,200 flights per week.
In the current financial year the airline envisage adding at least another five passenger routes including Abuja (Nigeria), Brussels, Chicago, Kano (Nigeria) and Oslo.
Source: Ascend, Emirates
4. Aircraft – A380
At the end of April 2014 Emirates had a fleet of 47 A380s which serve 26 destinations worldwide: Amsterdam, Auckland, Bangkok, Barcelona, Beijing, Brisbane, Hong Kong, Jeddah, Kuala Lumpur, London Gatwick, London Heathrow, Los Angeles, Manchester, Mauritius, Melbourne, Moscow, Munich, New York JFK, Paris, Rome, Seoul, Shanghai, Singapore, Sydney, Toronto, and Zurich. London Gatwick became an A380 destination only recently, even though it was Emirates’ first destination when the airline commenced flights to the UK back in 1987. Furthermore Emirates announced an upgrade of service from Dubai to Kuwait with the introduction of the A380 starting in July 2014. Dallas is scheduled to complement the list of A380 destinations in October 2014. The carrier remains by far the largest A380 operator in terms of aircraft number. Emirates has an additional 93 aircraft of this type on firm order.
At the end of April 2014, the global A380 fleet consisted of 128 planes that were in service with ten operators: Emirates (47 A380 aircraft), Singapore Airlines (19), Qantas (12), Deutsche Lufthansa (11), Air France (9), Korean Airways (8), China Southern Airlines (5), Malaysia Airlines (6), Thai Airways (6) and British Airways (5). There are 195 outstanding orders for Airbus A380s at the end of April 2014 as yet undelivered. Qantas, Air France and Virgin Atlantic have announced some postponements from their original delivery dates and Deutsche Lufthansa has cancelled options to buy three aircraft following a fleet planning revision in 2013 .
According to the manufacturer, a number of new operators will receive their aircraft in the current calendar year. Qatar Airways will join the club of A380 operators first, followed by South-Korean based Asiana Airlines and Skymark Airlines of Japan. United Arab Emirates’ flag carrier Etihad Airways is expected to receive the first A380 by the close of this year.
In January 2014 the Indian Ministry of Civil Aviation lifted the ban for A380 operations at Indian airports. Four major international airports including New Delhi and Mumbai have already been equipped to handle the superjumbo. It is expected that major A380 operators like Emirates, Deutsche Lufthansa and Singapore Airlines will use their aircraft for flights to India in the future. Services will be subject to traffic entitlements within bilateral agreements.
In February 2014 Doric Lease Corp Management Limited, which had been formed in 2013, changed its name to Amedeo Management Limited (“Amedeo”). Amedeo aims to be a dedicated and actively managed widebody aircraft acquisition and leasing business , with a specialised focus on the A380. It confirmed an order for twenty A380s at the Singapore Air Show in February 2014 with the aim of leasingthese planes on to commercial airlines.
According to Airbus, the worldwide A380 fleet has accumulated around 1.3 million flight hours in close to 155,000 commercial flights until March 2014. The number of passengers flying aboard an Airbus A380 to date is approximately 55 million.
Source: Airbus, Ascend, Bloomberg, Emirates
Charles Edmund Wilkinson – Chairman (Age 71)
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 currently Chairman of the Board of Doric Nimrod Air One Limited and Chairman of the audit committee of Doric Nimrod Air Two Limited and a director of Premier Energy and Water Trust PLC (a listed investment trust), and Landore Resources Ltd, a Guernsey based mining exploration company. He is resident in Guernsey.
Norbert Bannon (Age 65)
Norbert Bannon is chairman of a large UK DB pension fund, a major Irish DC pension scheme and is a director of and advisor to a number of other financial companies. He is on the board of the UK subsidiary of a major Canadian bank and is Chairman of the audit committees of Doric Nimrod Air One Limited and this Company and the Chairman of Doric Nimrod Air Two Limited.
He has extensive experience in international finance having been CEO of banks in Singapore and New York. He was CEO of Ireland’s largest venture capital company and was Finance Director and Head of Risk at AIB Capital Markets, which he left in 2002. He has worked as a consultant on risk issues internationally.
He earned a degree in Economics from Queens University Belfast, studied at Stanford Graduate School of Business and is a Chartered Accountant.
Geoffrey Alan Hall (Age 65)
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 currently a Director of Doric Nimrod Air One Limited and Doric Nimrod Air Two Limited.
Geoffrey earned his masters degree in Geography at University of London. He is an associate of the UK Society of Investment Professionals (CFA Institute of the UK).
John Le Prevost (Age 62)
John Le Prevost is the Chief Executive Officer of Anson Group Limited and Chairman of Anson Registrars Limited (the Company’s Registrar). He has spent 30 years working in offshore trusts and investment business during which time he was Managing Director of County NatWest Investment Management (Channel Islands) Limited, Royal Bank of Canada’s mutual fund company in Guernsey and Republic National Bank of New York’s international trust company. John is a director of BlueCrest AllBlue Fund Limited, a FTSE 350 listed fund of hedgefunds and of Guaranteed Investment Products 1 PCC Limited, Guernsey’s largest protected cell company. He is a director of a number of companies associated with Anson Group’s business as well as being a trustee of the Guernsey Sailing Trust. John is also currently a Director of Doric Nimrod Air One Limited and Doric Nimrod Air Two Limited. He is resident in Guernsey.
Management and the Delegation of Functions
The directors, whose details are set out in pages 17 to 18 are responsible for reviewing the business affairs of the Company in accordance with the Articles and the prospectus and have overall responsibility for the Company’s activities including all business decisions, review of performance and authorisation of distributions. All of the directors are independent and non-executive. The Company has delegated management of the Assets to Amedeo Management Limited (the “Asset Manager” or “Amedeo”), which is a Company incorporated in Ireland. The directors delegate secretarial and administrative functions to JTC Fund Managers (Guernsey) Limited (“JTC” or the “Secretary & Administrator”) which is a Company incorporated in Guernsey and licenced by the Guernsey Financial Services Commission for the provision of administration services.
Asset Manager and Lease and Debt Arranger
Amedeo has been appointed by the Company to provide asset management services to the Company. Pursuant to the Asset Management Agreement, Amedeo will: (i) monitor Emirates’ and any subsequent lessees’ performance of its obligations under the respective operating leases and any subsequent lease 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 Assets; (iii) carry out mid-lease inspections of the Assets; (iv) provide the Company with asset monitoring reports describing the state and any material changes to the state of the Assets; and (v) liaise, as and when necessary, with lenders, on all matters relating to the loans, as required. Amedeo has further undertaken that it will dedicate sufficient time and resources as the Company reasonably believes is required from time to time to fulfil any contractual arrangements it enters into with the Company.
Amedeo has also been appointed by the Company, pursuant to the Agency Agreement, to assist the Company, and act as the Company’s agent, in relation to the arrangement, negotiation, review, approval, execution and management on behalf of the Company of the acquisition of the Assets, the borrowings of the Company relating to the acquisition of the Assets, and the operating leases. Amedeo is a subsidiary of Amedeo Capital Limited, a Cayman company engaged in the business of aircraft operating leasing and management.
Amedeo Services (UK) Limited has been appointed by the Company, pursuant to the Liaison Services Agreement, to: (i) coordinate the provision of services by Amedeo Management Limited to the Company under the Asset Management Agreement and the Agency Agreement, as relevant; and (ii) facilitate communication between the Company and Amedeo. Amedeo Services (UK) Limited is part of the Amedeo group of companies.
The Amedeo group is primarily involved in the operating lease and management of widebody aircraft. In February 2014 at the Singapore Air Show, Amedeo confirmed an order for twenty A380 aircraft. Amedeo is a member of ISTAT, the International Society of Transport Aircraft Trading.
Corporate and Shareholder Adviser
Nimrod Capital LLP (“Nimrod”), which is authorised by the Financial Conduct Authority, has been appointed as the Corporate and Shareholder adviser by the Company.
Nimrod was founded in 2008 as an entirely 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 six listed investment companies since its formation and it also provides investment, marketing, distribution and advisory services to investment companies and their Board and managers.
Secretary & Administrator
Formed in 1987, JTC Group is a multi-jurisdictional, independent provider of corporate, fund and private client services, with significant global experience and £23.8 billion (US$39.7bn) assets under administration.
With a highly qualified and multilingual workforce of nearly 300 employees, JTC Group operates from 18 jurisdictions around the world with offices in Argentina, Brazil, BVI, Guernsey, Jersey, Luxembourg, New Zealand, Switzerland, UK and USA (a representative office), as well as alliance offices in the Cayman Islands, Cyprus, Hong Kong, Indonesia, Labuan, Malaysia, Netherlands and Singapore.
JTC Fund Managers (Guernsey) Limited (“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 ensures that the Company complies with its continuing obligations as well as advising on the corporate governance requirements and recommendations as applicable to a company listed on the CISE and admitted to trading on the SFM. JTC was formerly known as Anson Fund Managers Limited which was acquired by JTC Group in December 2013.
The Administrator is also responsible for the Company’s general administrative functions such as the calculation of the net asset value of Shares and the maintenance of accounting and statutory records and any reporting required under the Foreign Account Tax Compliance Act of the United States of America.