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DP Aircraft I Limited released its Audited Consolidated Financial Statements for the year ended 31 December 2024, reporting a profit after tax of US$4,525,060 (earnings per share US$0.01886) and a Net Asset Value per share of US$0.18644. On 11 November 2024, the company issued 16,666,667 additional ordinary shares at US$0.06 per share, raising £1 million and bringing its total ordinary shares in issue to 256,000,000. Subsequently, in March 2025, DP Aircraft entered into new 12-year lease agreements with LOT Polish Airlines for its two Boeing 787-8 aircraft, commencing in October and December 2026, for approximately US$168 million in aggregate lease payments.
| Date | 25 Apr 2025 |
| Time | 07:00:08 |
| Category | Results |
| ID | 1380G |
25 April 2025
DP Aircraft I Limited (the 'Company')
Annual Report and Accounts
The Company is pleased to provide a copy of the Audited Consolidated Financial Statements of the Company for the year ended 31 December 2024 (the "Annual Report"), which is available from the Company's registered office and will shortly be available to view or download from the Company's website www.dpaircraft.com
For further information, please contact:
Aztec Financial Services (Guernsey) Limited +44(0) 1481 748863
Sarah Felmingham / Chris Copperwaite
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CONTENTS
3 Fact Sheet
4 Summary
8 Highlights
10 Chairman's Statement
13 Asset Manager's Report
29 Directors
31 Directors' Report
41 Report of the Audit Committee
44 Statement of Principal Risks and Uncertainties
47 Statement of Directors' Responsibilities
49 Independent Auditor's Report to the Members of DP Aircraft I Limited
55 Consolidated Statement of Comprehensive Income
56 Consolidated Statement of Financial Position
57 Consolidated Statement of Cash Flows
58 Consolidated Statement of Changes in Equity
59 Notes to the Consolidated Financial Statements
88 Company Information
90 Appendix 1 - Alternative Investment Fund Managers Directive
FACT SHEET
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Ticker |
DPA |
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Company Number |
56941 |
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ISIN Number |
GG00BBP6HP33 |
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SEDOL Number |
BBP6HP3 |
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Traded |
Specialist Fund Segment ('SFS') of the London Stock Exchange |
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SFS Admission Date |
4-Oct-13 |
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Share Price |
US$ 0.0600 as at 31 December 2024 |
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Earnings per Share |
US$ 0.01886 for the year ended 31 December 2024 |
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Country of Incorporation |
Guernsey |
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Current Ordinary Shares in Issue |
256,000,000 |
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Administrator and Company Secretary |
Aztec Financial Services (Guernsey) Limited |
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Asset Manager |
DS Aviation GmbH & Co. KG |
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Independent Auditor |
KPMG Channel Islands Limited |
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Corporate Broker |
Investec Bank Plc |
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Aircraft Registration |
HS-TQD |
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HS-TQC |
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Aircraft Serial Number |
35320 |
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36110 |
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Aircraft Type and Model |
B787-8 |
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Lessees |
Thai Airways International Public Company Limited |
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('Thai Airways') |
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Website |
SUMMARY
COMPANY OVERVIEW
DP Aircraft I Limited (the 'Company') was incorporated with limited liability in Guernsey under the Companies (Guernsey) Law, 2008 on 5 July 2013 with registered number 56941.
The Company was established to invest in aircraft. The Company is a holding company, and made its investment in aircraft held through two wholly owned subsidiaries, DP Aircraft Guernsey III Limited and DP Aircraft Guernsey IV Limited (collectively and hereinafter, the 'Borrowers'), each being a Guernsey incorporated company limited by shares and one intermediate lessor company, DP Aircraft UK Limited (the 'Lessor'), a UK incorporated private limited company. The Company and its consolidated subsidiaries, DP Aircraft Guernsey III Limited, DP Aircraft Guernsey IV Limited and DP Aircraft UK Limited comprise the consolidated Group (the 'Group').
Pursuant to the Company's Prospectus dated 27 September 2013, the Company offered 113,000,000 ordinary shares of no par value in the capital of the Company at an issue price of US$ 1.00 per share by means of a Placing. The Company's shares were admitted to trading on the Specialist Fund Segment (previously the Specialist Fund Market) of the London Stock Exchange on 4 October 2013 and the Company was listed on the Channel Islands Securities Exchange until 27 May 2015.
On 5 June 2015, the Company offered 96,333,333 ordinary shares of no-par value at an issue price of US$ 1.0589 per share by means of a Placing. These Shares were admitted to trading on the Specialist Fund Segment of the London Stock Exchange on 12 June 2015.
On 13 July 2022 the Company raised gross proceeds of $750,000 through the issue of 30,000,000 additional ordinary shares in the capital of the Company at a price of US$0.025 per share. The additional ordinary shares were admitted to trading on the Specialist Fund Segment of the London Stock Exchange on 15 July 2022.
On 11 November 2024 the Company raised proceeds of £1 million through the issue of 16,666,667 additional ordinary shares in the capital of the Company at a price of US$ 0.06 per Share. These ordinary shares were admitted to trading on the Specialist Fund Segment of the London Stock Exchange on 11 November 2024.
In total there are now 256,000,000 Ordinary Shares in issue with voting rights.
In addition to the equity raised above in 2013, 2015, 2022 and 2024 the Group also utilised external debt to fund the initial acquisition of the aircraft. Further details are given within this summary section.
INVESTMENT OBJECTIVE & POLICY
The Company and Group's investment objective is to obtain income and capital returns for its shareholders by acquiring, leasing and then, when the Board considers it appropriate, selling aircraft (the 'Asset' or 'Assets').
THE BOARD
The Board comprises of independent non-executive directors and a non-executive director (the 'directors' or the 'Board'). The directors are responsible for managing the business affairs of the Company and Group in accordance with the Articles of Incorporation and have overall responsibility for the Company's and Group's activities, including portfolio and risk management while the asset management of the Group is undertaken by DS Aviation GmbH & Co. KG (the 'Asset Manager'/ 'DS Aviation').
THE ASSET MANAGER
The Asset Manager has undertaken to provide the asset management services to the Company and Group under the terms of an asset management agreement but does not undertake any regulated activities for the purpose of the UK Financial Services and Markets Act 2000.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
The Group recognises the Paris Agreement on climate change. The Group operates NTA ('New Technology Aircraft'); specifically Boeing 787-8's equipped with Rolls Royce Trent-1000 engines which are 20% more fuel efficient on a revenue-per-kilometre basis than similar comparable legacy engine aircraft. The Board has taken steps to reduce its own travelling and maximises the use of virtual meetings within the Board and with all its key service providers.
THAI AIRWAYS INTERNATIONAL PCL ('THAI AIRWAYS' / 'THAI')
The suspension of travel due to COVID-19 in 2020 resulted in Thai Airways entering into business rehabilitation. The Central Bankruptcy Court approved Thai's Business Rehabilitation plan on 15 June 2021. The rehabilitation process is currently ongoing. Please refer to the Asset Manager Report on pages 13 to 28 for details regarding the rehabilitation process.
The Group signed a Letter of Intent ('LOI') dated 1 March 2021 with Thai Airways under which the parties agreed to amend the lease terms that existed then. The actual lease agreement reflecting the terms set out in the LOI was signed on 1 April 2022. The effective date for the lease modification was 15 June 2021.
The new lease terms provided for a power by the hour ('PBH') arrangement until 31 December 2022 (with rent payable by reference to actual monthly utilisation of the Thai aircraft and engines), with scaled back monthly fixed lease payments thereafter until October 2026 for aircraft MSN 36110 and December 2026 for aircraft MSN 35320 reflecting reduced market rates in the long-haul market. The lease term can be extended for a further 3 years to October and December 2029 respectively, with further scaled back monthly lease payments starting from November 2026 and January 2027 respectively. The Extension Period is however subject to agreement where the Group has the option to terminate the lease early in October 2026 and December 2026 after consulting the Lenders. The Group has elected not to extend the Thai lease beyond the current 2026 lease term, the lease terms are considered to be the period up to October and December 2026, respectively.
A corresponding agreement was reached with the lenders as detailed below.
DEKABANK DEUTSCHE GIROZENTRALE AND TWO OTHER CONSORTIUM MEMBERS ('DekaBank')
On 6 May 2021, subsequent to the LOI being entered into by the Group and Thai as described above, the Group and DekaBank amended and restated the existing loan facility agreements in respect of the Thai aircraft to accommodate the new lease terms, First Amendment and Restatement to the Loan Agreements. Repayments of principal were deferred until after the end of the PBH arrangement (31 December 2022), and a new repayment schedule was to be renegotiated close to the end of the PBH arrangement.
DEKABANK DEUTSCHE GIROZENTRALE AND THREE OTHER CONSORTIUM MEMBERS ('DekaBank') (CONTINUED)
On 7 February 2023, the Group and DekaBank entered into a Second Amendment and Restatement to the Loan Agreement (the 'Loan Agreement') in which the parties agreed on the following main terms:
· the total loan amount outstanding was split into two tranches:
o Facility A loan of US$ 61,144,842 made up of MSN 35320 loan of US$ 31,099,453 and MSN 36110 loan of US$ 30,045,389. The Facility A loan amortizes to a combined balloon of US$ 33,947,878 and represents the scheduled debt.
o Facility B loan of US$ 35,504,024 (non-amortizing), made up of MSN 35320 loan of US$ 17,366,650 and MSN 36110 loan of US$ 18,137,374. The Facility B loan will be settled as a balloon payment at the end of the loan term in 2026.
· US$ 2.36m of surplus cash generated under the PBH period was used to immediately repay debt on the amortizing Facility A loan in February 2023, while an agreed cash reserve of US$ 500,000 per aircraft was retained to cover unforeseen costs going forward.
· the interest rate swap in place for the scheduled debt was dissolved at cost.
· the MSN 35320 and MSN 36110 Facility A loans bear fixed interest rates of 6.61% and 6.89% respectively.
· the MSN 35320 and MSN 36110 Facility B loans bear fixed interest rates of 5.26% and 5.42% respectively.
· from the monthly fixed lease rental of US$ 510,000 per aircraft (which denotes the maximum amount the Company can earn in operations per month), US$ 475,000 is contractually restricted so that those funds are only payable to the lenders, and US$ 35,000 per aircraft can be retained by the company to contribute towards ongoing fixed costs of the Company.
Restructuring fees associated with the second amendment and restatement may be paid after the eventual remarketing of the aircraft, subject to surplus sales proceeds being realised.
IMPAIRMENT
In line with each reporting date and market capitalisation of US$ 15.3 million at 31 December 2024, a detailed impairment assessment of the aircraft was undertaken. Following this review an impairment of US$ nil (2023: US$ nil) was booked against the aircraft. See note 3 for further details regarding the impairment and comments under Highlights on page 8 regarding the difference between net asset value and market capitalisation.
DISTRIBUTION POLICY
Under normal circumstances, the Group aimed 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 any sale of the Assets. The Company originally targeted a quarterly distribution in February, May, August, and November of each year. The target distribution was US$ 0.0225 per share per quarter. The dividends were targets only with no assurance or guarantee of performance or profit forecast. Investors should not place any reliance on such target dividends or assume that the Company will make any distributions at all.
DISTRIBUTION POLICY (CONTINUED)
HIGHLIGHTS
RESULTS FOR THE YEAR
Results for the year ended 31 December 2024 is a profit after tax of US$ 4,525,060 (earnings per share US$ 0.02). For the year ended 31 December 2023 there was a loss after tax of US$ 2,505,687 (loss per share US$ 0.01).
The results for the year ended 31 December 2024 are mainly driven by rental income earned of US$ 8,777,187 (2023: US$ 8,714,249) and finance costs incurred of US$ 3,872,695 (2023: US$ 9,551,675). The decrease in finance costs in the year is a result of an adjustment required by IFRS to reflect the modification to the loan terms in February 2023. The adjustment for the modification to the loans in February 2023 totalled US$ 5,042,029 and increased both finance costs and the loans payable at the point of modification and resulted in an overall loss for the prior year. As a result of this adjustment, interest is now recognised at the lower original effective interest rate as opposed to the higher modified interest rate.
Refer to page 55 for full details of results for the year.
NET ASSET VALUE ('NAV')
The NAV per share was US$ 0.18644 per share at 31 December 2024 (2023: US$ 0.17645). NAV per share has increased due to the profit made during the year (see above). The NAV excluding the financial effects of the straight-lining lease asset and the loan modification adjustment was US$ 0.16230 per share at 31 December 2024 (2023: US$ 0.16018).
The straight-lining lease asset and the loan modification adjustment will reduce to nil over time. The NAV excluding the straight-lining lease asset and loan modification adjustment is therefore presented to provide what the directors consider to be a more relevant assessment of the Group's net asset position.
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As at 31 December 2024, |
As at 31 December 2023 |
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Note |
US$ |
US$ per share |
US$ |
US$ per share |
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NAV per the financial statements |
47,729,412 |
0.18644 |
42,230,434 |
0.17645 |
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Less: Straight-lining lease asset 11 |
(6,575,897) |
(0.02569) |
(10,038,709) |
(0.04194) |
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Add: Provision for straight lining lease asset 11 |
394,554 |
0.00154 |
1,103,254 |
0.00461 |
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Add: Loan modification adjustment 6 |
- |
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5,042,029 |
0.02107 |
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(6,181,343) |
(0.02415) |
(3,893,426) |
(0.01627) |
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Adjusted NAV |
41,548,069 |
0.16230 |
38,337,008 |
0.16018 |
As at 31 December 2024, the price per share was US$ 0.0600 which is significantly lower than the NAV per share above, excluding the straight-lining lease asset. The main asset in the Group, the aircraft, has been assessed for impairment (see note 9) and found not to be impaired. Other significant assets comprise cash and receivables whose values are considered to be reflective of fair value due to their short-term nature.
HIGHLIGHTS (CONTINUED)
DIVIDENDS
As previously outlined, as a result of the COVID-19 pandemic on global aviation and particularly on its lessees; the Group suspended dividends on 3 April 2020, until further notice to help preserve liquidity. Furthermore, in accordance with the second amended loan agreement with DekaBank, the Group will make no dividend payments.
OFFICIAL LISTING
The Company's shares were first admitted to trading on the Specialist Fund Segment of the London Stock Exchange on 4 October 2013.
CHAIRMAN'S STATEMENT
I am pleased to present Shareholders with the Annual Report of the Group for the year ended 31 December 2024 and to advise of you of post year end developments with our aircraft.
Starting with headline financial results I can advise that earnings per share for the year was US$ 0.02 compared to a loss per share of US$ 0.01 last year. The net asset value per share at the year end was US$ 0.18644 compared to US$ 0.17645 at 31 December 2023.
IFRS requires rental income to be recognised on a straight-line basis over the remaining lease period and consequently the accounting treatment has resulted in some income being recognised earlier than would normally be the case. In addition, IFRS requires a provision to be made against that lease income which has been estimated based on recent credit reports on Thai. Please refer to page 8 which explains the net impact of this on the profit for the period and the NAV per share.
Lease developments
Our aircraft are operating on fixed monthly lease payments with Thai Airways International PCL ('Thai') until October/December 2026 respectively. The Group had an option with Thai to either extend the leases beyond 2026 for a further three years on reduced lease rates or to exercise an option to terminate the leases in 2026. The board requested its asset manager to review potential market opportunities to either sell or re-lease its aircraft on enhanced lease rates and term. Following the market review the Group has elected to exercise its option, with agreement from its lenders, not to extend the Thai leases beyond the current 2026 lease term. The leases will be terminated with effect from these dates. Under the terms of the current lease, Thai will be required to return the aircraft in full-life condition at the end of the respective lease periods in October and December 2026.
Following involved negotiations, I am pleased to report that in March 2025 via the Group's two new subsidiaries, DP Aircraft Ireland MSN 35320 Limited and DP Aircraft Ireland MSN 36110 Limited (the "New Subsidiaries"), the group has entered into new lease agreements with LOT, Poland's state-owned airline, for its two Trent powered Boeing 787-8 aircraft. The leases each have a 12-year term, commencing on 29 October 2026 (MSN 36110) and 9 December 2026 (MSN 35320). Lease rental payments are structured over the 12-year term, with a fixed monthly rate for the first eight years, followed by a reduced fixed monthly rate for the final four years, providing rental payments of approximately US$168m in aggregate over the full term.
LOT Polish Airlines is Poland's flag carrier and one of the world's oldest airlines still in operation. LOT is wholly owned by Polish Aviation Group, a Polish state-owned holding company and is a member of the International Air Transport Association. Based at Warsaw Chopin Airport, LOT operates an extensive network, connecting passengers to about 100 destinations across Europe, Asia, and North America. In 2024, LOT achieved a record-breaking year by transporting over 10 million passengers, operating 107,926 flights, and covering a total of 148 million kilometres. As of August 2024, the airline's fleet comprised 80 aircraft, making it the 18th largest operator in Europe. LOT is a member of the Star Alliance, having joined in October 2003, which allows it to offer passengers a wide range of global connections. The airline also has codeshare agreements with various carriers, including Aegean Airlines, Air Canada, and Singapore Airlines, further expanding its network. Throughout its history, LOT has been recognized for its service quality, receiving accolades such as the "Business Traveller" award for the Best Eastern European Airline multiple times. LOT is an existing Boeing 787-8 operator, and its fleet is powered by Rolls Royce Trent 1000 engines.
Lease developments (continued)
The existing debt financing arrangements with the current lenders are set to expire in October and December 2026, coinciding with the expiration of the Thai leases. The Group is actively exploring all refinancing options, including potential agreements with new lenders, and has already received several indicative proposals. The Board will be evaluating these proposals as a top priority.
Existing operations
Both our aircraft, HS-TQC and HS-TQD have mainly flown in the Asian region with regular rotations to Perth in Australia as well as Brussels in Europe during the period. This has also been the case of the other four, Rolls Royce Trent 1000 powered 787-8 aircraft in the Thai fleet. The sector lengths flown through the year have varied from around one hour (Phuket and Ho-Chi Minh City) to approximately six hours (Japanese and Australian routes). Since the launch of the destination of Brussels in December 2024, Thai has deployed its operating B787-8 fleet regularly on this route with an average flight time of about eleven hours. Other larger aircraft in the Thai fleet have also been serving Asian routes which at present represent the largest passenger segment. Under the terms of industry lease arrangements, lessee's have the right to fly the routes which serve their needs. Shorter sector lengths do not reduce the airlines responsibility to maintain the aircraft nor in our case to return the aircraft in full life condition at the end of the lease term. Our asset manager is responsible for liaison with Thai on all operational matters and to regularly inspect our assets. An inspection was performed in February 2025 with no major defects found and the aircraft being airworthy. HS-TQD has been grounded awaiting the return of replacement engines and is expected to be operational in May. This delay is a result of backlogs at the Rolls Royce Singapore maintenance centre. Such delays represent a global challenge for Trent customers linked to the industry's well reported supply chain challenges. Our aircraft when in operational use or not receive full lease rates and will be returned in full life condition at the end of the lease term.
Thai closed the financial year 2024 with a net loss of THB 26.93 billion compared to a net profit of THB 28.10 billion in 2023. However, the airline remained profitable on the operational level and reported an operating profit excluding one-time items of THB 22.73 billion, a decrease of about 8 per cent compared to 2023. Thai finalized its capital restructuring plan including a debt-to equity conversion in November 2024. Thai Airways will seek cancellation of the business rehabilitation before the plan to resume trading on the Thai stock exchange during Q2 2025.
The aircraft valuations disclosed in the financial statements were calculated on a lease-unencumbered basis. The latest independent valuations in April 2025 indicate that the valuations have not changed materially, however as a result of signing the LOT leases, the aircraft are more marketable.
The Board and the Asset Manager believe that these assets, as well as Boeing 787s in general, remain highly attractive. Boeing 787 wide body production continues to lag historical levels, and delays in new aircraft deliveries are further strengthening demand. The Board and the Asset Manager remain fully committed to maximising shareholder value and will continue to evaluate all available options.
With regards to uncertainties, the position of Thai has improved considerably, and the Board is focused on working with Thai to ensure an orderly handover of the aircraft in the agreed condition in Q4 2026.
Existing operations (continued)
Notwithstanding there has been some unavoidable cost increases and inflationary pressures, with respect to ongoing working capital requirements, the Group has been able to control the net cash burn supported by some service providers continuing to defer certain amounts due. The Company raised additional equity of $1 million in November 2024.
The Board and I are pleased to present this development which we believe is value enhancing and in the best interest of the Company and its shareholders. We and our advisers will continue consulting with Shareholders on an ongoing basis. I am especially grateful to the Board and our key service providers for their significant continued support. Finally, I would like to thank you our Shareholders for your ongoing support.
Jonathan Bridel
Chairman
24 April 2025
Willie Walsh, Director General of the International Air Transport Association, said that "Looking to 2025, there is every indication that demand for travel will continue to grow, albeit at a moderated pace of 8.0% that is more aligned with historical averages"[1]. Although this sounds promising, it should not be forgotten that the aviation industry is also facing several challenges, such as continuing supply chain issues resulting in a shortage of aircraft and parts, limited overhaul capacity, uncertainty in the global political landscape as well as rising pressure on improvements of sustainability.
Amongst others, the Rolls-Royce powered B787 fleets of various operators worldwide, including Thai Airways, are impacted by a lack of spare engines, mainly due to a bottleneck at the Rolls-Royce maintenance facilities. Nevertheless, the Lessee is obliged to pay lease rents which are independent of the utilisation of the aircraft and respective engines. Thai Airways financial year 2024 was impacted by several one-time events but the carrier remained profitable on the operational side. Competition and increasing expenses remain a challenge for Thai Airways which is expecting to exit Rehabilitation in the first half of 2025. The aircraft manufacturer Boeing continued to struggle with aircraft deliveries of all types. However, the Dreamliner B787 remains a crucial part of many airline fleets and some airlines - such as Air India and LATAM are retrofitting their early delivered B787-8s with cabin upgrades indicating they will stay in their fleet for the next years.
DP Aircraft signed a 12-year lease Agreement for both Company´s B787 aircraft with Poland´s flag carrier Polskie Linie Lotnicze "LOT" which will start subsequent to the 12-year lease term with Thai Airways. The transition is scheduled for end of 2026.
The Global Airline Market
· In 2024, international demand for air travel - measured in RPKs (Revenue Passenger Kilometres) - increased by 10.4 % compared to 2023; the load factor increased to 83.5 % marking a new annual record high[2]
· Operating profit globally is expected to be USD 61.4 billion in 2024 and amount to USD 67.5 billion in 2025[3]
· Total passenger numbers are forecasted to reach 5.2 billion in 2025 which would be an increase of 6.7% compared to 2024[4]
The Global Airline Market (Continued)
Source: IATA: "Industry Statistics"; December 2024
Source: IATA: "Industry Statistics"; December 2024
· The shortage of commercial aircraft due to ongoing supply-chain issues and OEM (Original Equipment Manufacturer) production delays are expected to persist in 2025[5]
· According to Cirium, the active global passenger fleet consisted of 23,600 aircraft plus 13,800 aircraft on order at the end of 2024[6]
· In 2024, 34% of the global passenger fleet was of the latest-generation technology (including for example B787s, A350s and A320neos); an increase of 14% compared to 2019 supporting the decrease of global emissions[7]
The Global Airline Market (Continued)
· The impact on the global economy and flaring up trade wars resulting from changes of governments is yet unknown
The Asian Airline Market[8]
· Airlines based in the Asia Pacific region transported about 30% more international passengers in 2024 than in 2023
· Load factor in 2024 compared to the previous year increased by 0.9 percentage points to 81.6%
Source: IATA: "Industry Statistics"; December 2024
· Air cargo demand increased in 2024 after decreasing in the previous two years
· Carriers heavily complain on and suffer from supply chain issues which are limiting their growth rates
· Subhas Menon, Director General of the Association of Asia Pacific Airlines (AAPA), anticipated a positive outlook in regard to travel demand in 2025, although at lower growth rates than in 2024 and airlines of this region facing similar challenges as other airlines do globally[9]
· According to Airbus, there will be demand for 19,500 new aircraft from Asia Pacific carriers within the next 20 years; the aircraft manufacturer increased its estimate by 3% compared to the previous year[10]
The Lessor Market
· During 2024, Irish lessor AerCap agreed on 496 lease contracts, purchased 150 aircraft and sold 166 assets; additionally, the leasing company repurchased nearly 17 million shares of about USD 1.5 billion in total[11]
THE AVIATION MARKET (CONTINUED)
· Dubai based lessor DAE Capital acquired European based lessor Nordic Aviation Capital as announced in January 2025; this will increase DAE Capital´s owned, managed and committed fleet by 252 aircraft to about 750 assets[12]
· In January 2025, lessors raised USD 2.5 billion in unsecured capital markets, including AerCap, BOC Aviation and Aircastle; coupon rates are between 4.75% and 5.375% with maturity between 2028 and 2031[13]
· According to chief executive James Meyler of the lessor ORIX Aviation, aircraft trading might return to pre-pandemic levels in 2025 while another source also mentioned that compared to pre-pandemic times, more agreed deals fall apart due to the inability of financing[14]
Outlook & Conclusion
The overall aviation market has recovered from the pandemic but continues to suffer from the shortage of new aircraft and supply chain delays which also affects the availability of replacement parts. This situation is expected to last in 2025 and even beyond. Some airlines are struggling to increase capacity due to aircraft groundings resulting from Engine issues and aforementioned delays of aircraft deliveries. This might lead to an increase in air fares, at least during peak seasons. Lessors might be in the position to benefit from the shortage of new aircraft in case they have delivery positions in the near future or expiring leases which they are able to extend at favourable rates to the existing lessees without paying any transition costs.
After the recovery of the pandemic, attention on sustainability is going to increase again. In 2024, less than 1% of jet fuel had been SAF (Sustainable Aviation Fuel) as production capacity is far behind global demand[15]. As recently outlined by IATA´s director General Willie Walsh, this will put a burden on the airline´s goal to achieve net-zero emissions in 2050 and put further pressure on fleet renewals[16].
Nevertheless, the current development of the airline market is promising, but it remains vulnerable to external shocks. The impact of the election in the United States and other countries is unknown yet and geopolitical tensions as well as conflicts might further spread. Additionally, economic growth in China, India and Japan is anticipated to be lower than expected before[17], which might impact travel, at least within Southeast Asia.
THE CURRENT LESSEE - THAI AIRWAYS INTERNATIONAL PUBLIC COMPANY LIMITED
Snapshot[18]
· Shareholders´ equity turned positive after capital restructuring
· Operating profit in 2024 (excluding one-time items) fell by nearly 7.6% compared to the same period of the previous year
· The carrier operates flights to 66 destinations across 30 countries[19]
· The carrier had a fleet of 79 aircraft as of 31st December 2024
THE CURRENT LESSEE - THAI AIRWAYS INTERNATIONAL PUBLIC COMPANY LIMITED (CONTINUED)
Source: Cirium: "Thai Airways International Fleet Summary"; 25th February 2025
· The carrier is suffering from supply chain issues including aircraft, engines and parts; as a consequence the airline operates with less aircraft and lower engine spare capacity as needed: at least one B787-8 is grounded due to a lack of engines[20]
· According to Thai Airways´ CEO Chai Eamsiri, shop visits of Trent 1000 engines are taking more than six months where it was 90 days before the pandemic and on-wing time has also decreased as well[21]
· In 2024, 35.5 million tourists visited Thailand which is an increase of 26% compared to 2023 and nearly 90% of pre-pandemic visitor numbers[22]
· The number of Chinese tourists visiting Thailand during the Lunar New Year might fall by 10% to 20% as safety concerns have risen after an illegal gang incident involving a Chinese actor; additionally, China is promoting inbound travel due to its own sluggish economy[23]
Restructuring and Rehabilitation Process: since June 2024[24]
· Debt repayment according to the Business Rehabilitation Plan is on track; the airline has already repaid more than THB 7 billion to its creditors by the end of October 2024
· Thai signed sale contracts for additional three aircraft
· Thai Airways issued about 21 billion shares in November 2024 to convert THB 55 billion (approx. USD 1.6 billion) of debt to equity[25]
ASSET MANAGER'S REPORT (CONTINUED)
THE CURRENT LESSEE - THAI AIRWAYS INTERNATIONAL PUBLIC COMPANY LIMITED (CONTINUED)
Restructuring and Rehabilitation Process: since June 2024 (Continued)
· At the creditor meeting, which took place on 29th November 2024, all three suggested amendments of the Business Rehabilitation Plan, including the addition of two Plan Administrators were approved by the majority of votes[26]
· In January 2025, The Central Bankruptcy Court of Thailand rejected all three requested changes considering them as either delaying the process or not essential[27]
· On 5th March 2025, Thai Airways registered a decrease of capital to deal with accumulated accounting losses; the par share value was reduced from THB 10.00 to THB 1.30 per share whereas the amount of shares did not change[28]
· On 12th March 2025, the Stock Exchange of Thailand announced that Thai Airways eliminated the cause of a possible delisting by closing the financial year 2024 with shareholders´ equity being positive again; consequently, the airline will enter into a two-year period for repossession of qualification to be allowed to resume trading[29]
· Thai Airways confirmed that after appointing a new board, the carrier will have met all criteria to exit rehabilitation; the final candidates will be approved by the shareholders at the AGM on 18th April 2025[30]
· The carrier still intends to exit Rehabilitation in the first half of 2025[31]
ASSET MANAGER'S REPORT (CONTINUED)
THE CURRENT LESSEE - THAI AIRWAYS INTERNATIONAL PUBLIC COMPANY LIMITED (CONTINUED)
Thai´s financial & operational performance in brief (incl. subsidiaries)[32]
|
[billion THB**] |
2024 |
2023 |
Change |
|
Operating Revenues |
187.99 |
161.07 |
+ 17 % |
|
- Passenger and Excess Baggage |
154.97 |
132.74 |
+ 17 % |
|
- Freight and Mail |
17.27 |
15.46 |
+ 12 % |
|
- Other Businesses |
10.88 |
9.25 |
+ 18 % |
|
- Other Income |
4.88 |
3.62 |
+ 35 % |
|
Operating Expenses |
146.47 |
120.86 |
+ 21 % |
|
- Fuel and Oil |
50.47 |
47.77 |
+ 6 % |
|
- Non-Fuel Operating Costs |
96.00 |
73.09 |
+ 31 % |
|
Finance Costs |
18.78 |
15.61 |
+ 20 % |
|
Operating Result excl. One-Time Items |
22.73 |
24.60 |
- 8 % |
|
Net Result |
-26.93 |
28.10 |
DOWN |
|
Capacity - ASK[33] (million) |
65,696 |
54,280 |
+ 21 % |
|
Demand - RPK (million) |
51,741 |
43,268 |
+ 20 % |
|
Load Factor |
78.8 % |
79.7 % |
- 0.9pp |
|
Passengers (million) |
16.14 |
13.76 |
+ 17 % |
|
Passenger Yield [THB/RPK] |
2.98 |
3.06 |
- 3% |
|
Aircraft Utilisation [block hours] |
13.2 |
12.2 |
+ 8 % |
|
Number of Aircraft |
79 |
70 |
+ 13 % |
|
Cash & Cash Equivalents [bn THB] |
84.21 |
52.94 |
+ 59 % |
|
Current Ratio (consolidated) |
3.52 |
2.51 |
UP |
**Exchange rate THB:USD as at 31st December 2024: 1.00 THB : 0.029 USD[34]
ASSET MANAGER'S REPORT (CONTINUED)
THE CURRENT LESSEE - THAI AIRWAYS INTERNATIONAL PUBLIC COMPANY LIMITED (CONTINUED)
Thai´s financial & operational performance in brief (incl. subsidiaries) (Continued)
Outlook & Opportunities
· In 2025, Thai Airways expects the delivery of two Boeing 787-9s, one Airbus A330-300 and one Airbus A321neo[35]
· The carrier signed operating leases for 20 Airbus A321neos in total with China Aircraft Leasing Group, SMBC Aviation Capital and BOC Aviation with delivery dates between 2026 and 2028[36]
· Thai Airways plans to have a fleet of 143 aircraft in 2027 and 150 aircraft in 2033; the number of aircraft types is expected to decrease to four including B787s, B777-300ERs, A350-900s and A320/321neos[37]
· The airline intends to upgrade the cabin product of its B777-300ER fleet including a Premium Economy class which is already available on selected A330-300s[38]
· Thai Airways will have completed the installation of a new Business Class in its narrow-body fleet in the second quarter of 2025 in order to offer its passengers a consistent product on its entire route network[39]
· The carrier focuses on the expansion of its Chinese, European and Australian network to further increase its market share (measured in passenger numbers) at Bangkok Suvarnambhumi Airport from 26% [2024] to 35% until 2029[40]
· The airline is reviewing a potential spin-off of its MRO (maintenance, repair, overhaul) and inflight catering divisions as its CEO believes that this would increase the prospect to generate further third-party business and to increase revenues[41]
· As it seems, the issues with the limited availability of spare Trent 1000 engines for Thai´s B787 fleet might continue at least in the near future.
ASSET MANAGER'S REPORT (CONTINUED)
THE CURRENT LESSEE - THAI AIRWAYS INTERNATIONAL PUBLIC COMPANY LIMITED (CONTINUED)
Outlook & Opportunities (continued)
· Thailand´s economy is expected to grow by 2.3% to 3.3% in 2025[42]
· According to IATA, passenger numbers at Thailand´s airports are expected to annually grow by 3.88% over the next twenty years; to accommodate the growth, further investments in the aviation infrastructure and airports will be essential[43]
· Tourists travelling to Thailand are expected to increase from 35.5 million in 2024 to 39.0 million in 2025[44]
· The Tourism Authority of Thailand (TAT) has decided to take several measurements to support inbound travel, including amongst others the organisation of major events, new travel routes, special tour packages and the invitation of global influencers[45]
· In the first quarter of 2025, Thailand´s first SAF plant is anticipated to start production; by 2036 it is expected that 8% of jet fuel needs within the country could be covered by SAF[46]
Comments & Conclusions
Although Thai Airways closed 2024 with a net loss, its operational result was positive. The net result was mainly impacted by a huge loss as a consequence of the capital restructuring being a one-time item and necessary to fulfil all criteria to exit Rehabilitation. The qualification of re-listing at the Stock Exchange of Thailand was another milestone achieved by the airline. The planned exit of Rehabilitation would be a significant next step into the right direction and support the carrier´s growth strategy. This would also improve Thai Airways´ credit rating and facilitate the growth of the company. Moreover, capacity and demand grow more or less in the same amount so that the load factor just decreased marginally. Fleet utilisation increased by 8 per cent[47]. This indicates that Thai Airways is growing its network in a sustainable way choosing suitable destinations and frequencies.
The outlook for travel demand in the Asian region is positive which will support Thai´s growth strategy as well as several measurements initiated by the TAT to boost inbound travel. However, it would be beneficial if the issues with the Trent 1000 engines would be solved in the near future, ensuring that Thai Airways` use of its current B787 fleet would increase and therefore minimise costs. Increasing costs are a burden for nearly every airline and Thai Airways needs to focus on cost cutting as expenses increased in 2024 more strongly than revenues.
Regarding the Rehabilitation, Thai is fulfilling all its obligations and focuses on the exit from Rehabilitation in the second quarter 2025. It will be interesting to see then, how the carrier will develop and possibly amend its strategy being more flexible in decision making and getting better access to the capital market for financing fleet growth and investments. It is not forgotten that Thai has not performed well financially before the pandemic but two of the opportunities for the carrier after leaving Rehabilitation will be that the airline is not majority-owned by the Government allowing for more flexibility in decision making and that the carrier seems to have a more solid financial basis.
ASSET MANAGER'S REPORT (CONTINUED)
THE NEW LESSEE - POLSKIE LINIE LOTNICZE "LOT"
Snapshot[48]
· Flag carrier of Poland and based at Warsaw Chopin Airport
· One of the 12 oldest airlines in the world: Founded in 1929 and operating since 1931
· Owned by Polish Aviation Group, a Polish state-owned holding company
· Member of IATA and Star Alliance
· First airline in Central and Eastern Europe which operated Boeing aircraft
· First European airline receiving B787s; the first was delivered to LOT in 2012
· 
As of December 2024, the fleet consisted of 88 aircraft (85 in service and 3 in storage)
Source: Cirium: "LOT Polish Airline Fleet Summary"; 1st April 2025
· 69 aircraft of LOT´s fleet are on operating leases[49]
· More than 10 million passengers carried in 2024[50]
· A network of about 100 destinations on four continents
ASSET MANAGER'S REPORT (CONTINUED)
THE NEW LESSEE - POLSKIE LINIE LOTNICZE "LOT" (CONTINUED)
LOT´s financial & operational performance 2024 in brief[51]
|
[million PLN**] |
2024 |
|
Revenues |
9,930 |
|
Operating Profit (EBIT) |
806 |
|
Operating Profit Margin [%] |
8.1% |
|
Net Result |
689 |
|
Passengers (million) |
10.7 |
|
Number of flights |
107,926 |
|
Number of Aircraft |
86 |
|
Equity |
1,142 |
**Exchange rate PLN:USD as at 31st December 2024: 1.00 PLN : 0.243 USD[52]
· LOT does not publicly share full accounts
· Operating profit 2024 decreased by 27% compared to 2023
· In 2024, eleven aircraft (narrow-body and regional types) joined the fleet
· The airline increased its charter operations and carried 1.3 million charter passengers in 2024 which is an increase of nearly 19 % compared to the previous year
Outlook & Conclusion
LOT´s long and successful history highlights the resilience of the airline and being governmental owned underlines its system relevance for the country of Poland. The airline recovered from Covid 19 and is reporting net profits since 2022[53]. The airline is facing risks similar to other global airlines including increasing competition which results in weaker ticket prices[54]. LOT has implemented a growth strategy and aims to transport 16.9 million passengers and to operate a fleet of about 110 aircraft in 2028[55]. The strategy also comprises the goal to increase the network by 20 destinations within five years and to focus on increasing sustainability throughout the company[56]. The implementation of the strategy is demonstrated by the addition of eleven aircraft and eight new destinations in 2024[57]. LOT has proved in the past to be a resilient and reliant player in the industry and expected to continue in the same way.
ASSET MANAGER'S REPORT (CONTINUED)
THE ASSETS
Update Boeing 787
· In 2024, Boeing delivered 348 aircraft (including 51 B787s), received 377 net orders (including 48 B787s) and stated an end-of the year back-log of 5,595 aircraft (including 719 B787s)[58]
Source: Boeing: "Airplane Gross Orders: B787"; 27th February 2025
· According to Cirium, Boeing should be able to deliver about 600 aircraft in 2025 as the manufacturer still has undelivered B737MAXs and B787s in its inventory[59]
· For the financial year 2024, Boeing reported a loss of USD 11.8 billion; reclusive strikes in the last three months of 2024 made the manufacturer lose USD 3.8 billion[60]
· Boeing decided to invest about USD 1 billion to improve the B787 production infrastructure by 2027 with the goal to increase production capacity[61]
· Airlines still face groundings and limitations regarding their Rolls-Royce powered B787 fleets due to a lack of spare engines and delays in receiving replacement parts; affected airlines are, amongst others Thai Airways, All Nippon Airways (ANA), Air New Zealand and British Airways[62]
· Latest transactions
o November 2024
§ Royal Jordanian decided to stay with GE engines for its on-order B787-9s; the airline operates seven B787-8s powered by GE[63]
§ One B787-9 (vintage 2018) on long-term lease to American Airlines had been sold by the lessor ORIX Aviation to Phoenix Aviation Capital and AIP Capital[64]
§ Israeli carrier El Al is looking for financing of its 17th B787 delivery by a local bank[65]
ASSET MANAGER'S REPORT (CONTINUED)
THE ASSETS (CONTINUED)
Update Boeing 787 (continued)
§ China Southern announced to remarket its ten B787-8s plus two spare engines; the aircraft are GE powered with vintage 2013 to 2014 and available in 2025 to 2026[66]
o December 2024
§ British Airways financed one of its B787-9s via a JOLCO[67]
§ EgyptAir´s eighth B787-9 - powered by Rolls Royce Trent 1000 engines - had been delivered to the airline[68]
§ AerCap closed a sale and leaseback deal with TAAG Angola Airlines regarding one B787-9 with delivery in January 2025; the airline has an order of four B787s powered by GE-engines in place[69]
o January 2025
§ Chinese carrier Hainan Airlines announced plans to dispose its B787-8 fleet (nine owned and one leased aircraft) as part of its restructuring programme[70]
o February 2025
§ Lessor DAE Capital is evaluating bids for B787-9s which the company has on lease with the Bahraini carrier Gulf Air[71]
§ Indian low-cost carrier IndiGo agreed to wet-lease one B787-9 from Norse Atlantic Airways[72]
§ Four B787-8s on lease with LATAM Airlines and its Brazilian affiliate had been sold by Vmo Aircraft Leasing to lessor Altavair[73]
§ ANA announced to order additional 18 B787-9s powered by GE-engines[74]
o March 2025
§ Norse Atlantic announced its early redelivery of three B787-8s leased from AerCap which had been dry leased to the Spanish carrier Air Europa and not operated by Norse Atlantic directly[75]
§ High Ridge Aviation bought one B787-9 from Lessor ORIX Aviation which is leased to Korean Air[76]
o April 2025
§ Air India will start refitting B787-8s of its first deliveries with a new entertainment system and new seats; this indicates that these aircraft are an essential part of the airline´s fleet strategy[77]
ASSET MANAGER'S REPORT (CONTINUED)
THE ASSETS (CONTINUED)
Update Boeing 787 (continued)
· According to ISHKA´s February 2025 remarketing update, one B787-9 is actively advertised for sale or lease[78]
Assets & Operations
Due to a shortage of spare engines from the engine manufacturer Rolls Royce, Thai Airways is currently facing operational challenges regarding the B787 fleet. TQC is in regular commercial service whereas TQD is parked since 2nd November 2024. All titled engines of DP Aircraft are in operation. The aircraft´s and respective titled engines´ utilisation since new is shown in the following tables:
|
AIRCRAFT OPERATIONS |
Thai Airways |
|
|
HS-TQC |
HS-TQD |
|
|
AIRFRAME STATUS (28th February 2025) |
|
|
|
Total Flight Hours |
27,754 |
24,538 |
|
Total Flight Cycles |
6,763 |
5,921 |
|
TITLED ENGINES (28th February 2025) |
HS-TQC |
HS-TQD |
||
|
ESN 10239 |
ESN 10243 |
ESN 10244 |
ESN 10248 |
|
|
Total Time [Flight Hours] |
25,421 |
18,181 |
22,560 |
24,837 |
|
Total Flight Cycles |
6,140 |
3,870 |
5,711 |
5,709 |
|
Location |
HS-TQA |
HS-TQF |
HS-TQE |
HS-TQC |
Titled engine ESN 10243 returned from the SAESL facility in Singapore on 30th September 2024 and was installed to HS-TQF (B787-8) on 2nd October 2024.
On 2nd November 2024, TQD was grounded due to a lack of engines by Rolls-Royce. The aircraft is currently without engines until a suitable second engine from the Rolls-Royce maintenance facility will arrive and can be paired with ESN 10288 The First Engine already arrived at Bangkok on 11th March 2025. Thai Airways expects to receive a second engine from the overhaul facility mid to end of April 2025 and to return TQD back to service in May 2025. To ensure compliance with the lease agreement, DS Aviation carries out regular inspections to assess the storage conditions and follows-up in case of any findings. The last physical inspection was performed 11th February 2025.
The last visit of TQC was performed at Bangkok Suvarnabhumi Airport on 11th February 2025.
Monthly lease rentals are fixed and independent from the utilisation of Airframe and Engines.
ASSET MANAGER'S REPORT (CONTINUED)
Snapshot: Destinations of HS-TQC between 1st December 2024 and 28th February 2025 (TQD was parked during this period due to a shortage of available engines as mentioned above)
|
Destination |
Average Flight Time |
Frequency - TQC |
|
Brussels, Belgium |
11:13 |
14 |
|
Calcutta, India |
2:06 |
9 |
|
Chengdu; China |
2:50 |
14 |
|
Chiang Mai, Thailand |
0:54 |
1 |
|
Delhi, India |
3:37 |
4 |
|
Denpasar, Indonesia |
3:50 |
1 |
|
Dhaka, Bangladesh |
2:03 |
4 |
|
Hanoi, Vietnam |
1:33 |
1 |
|
Ho Chi Minh City, Vietnam |
1:10 |
4 |
|
Hong Kong |
2:34 |
1 |
|
Jakarta, Indonesia |
2:53 |
7 |
|
Kuala Lumpur, Malaysia |
1:46 |
8 |
|
Lahore, Pakistan |
4:09 |
2 |
|
Madras, India |
2:52 |
3 |
|
Milano, Italy |
10:55 |
1 |
|
Perth; Australia |
6:23 |
2 |
|
Phuket; Thailand |
1:10 |
1 |
|
Singapore, Singapore |
2:00 |
12 |
|
Taipei, Taiwan |
3:08 |
12 |
Source: Flightaware; 3rd January; 6th February and 5th March 2025
Asset Manager´s actions ensure asset value
As mentioned above, regular asset monitoring, including physical inspections, is essential and a top priority for DS Aviation as DP Aircraft's Asset Manager. The key is to make sure that the Lessee is keeping the aircraft in the best condition per the manufacturer's and Lessor's requirements, even if the aircraft might be parked for a certain period, for example due to a lack of Rolls-Royce spare engines. DS Aviation is dedicated to maintaining a constant exchange with Thai Airways as it is essential to ensure a prompt exchange of updated information. Additionally, DS Aviation continues to have an "on-demand" contract with an on-site service provider. Their expertise and workforce are available whenever the circumstance calls for it, ensuring prompt and efficient support on the spot.
ASSET MANAGER'S REPORT (CONTINUED)
Comments & Conclusions
The issues with the Trent 1000 engines continue and airlines, including Thai Airways, are suffering from groundings due to the bottleneck of spare engines and shop-visit slots. It will remain to be seen if improvements of the Trent 1000 engines will increase the on-wing time of the engines as announced by Rolls-Royce. The situation with delays of aircraft deliveries, including Boeing aircraft, will continue. Experts anticipate production rates to be back on track in 2028 the earliest, not taking into account the backlog of thousands of aircraft caused by the delivery delay during the precedent years[79]. Although Boeing seems to work on its issues and it is expected that deliveries will increase in 2025 compared to 2024, Boeing might fall short of Airbus` delivery numbers this year again[80]. Another unknown remains the threat of tariffs imposed by the U.S. which would affect all aircraft manufacturer by some means or other. According to Aengus Kelly, CEO of the aircraft lessor AerCap, tariffs imposed by the U.S. could increase the purchase price of a newly build Boeing B787 by USD 40 million in the worst-case[81].
The B787 in general remains an aircraft of demand and being in operations for more than a decade, the secondary market starts to open, although only few B787s are available for remarketing and mostly the B787-8 model. Some airlines such as Air India are starting the refurbishment of their initial B787-8 aircraft indicating that such carriers will keep this kind of aircraft in the fleet for the next years. DS Aviation as the Group's asset manager continues to monitor the market and DP Aircraft´s asset conditions closely.
DS Aviation GmbH & Co. KG
Asset Manager
March 2025
DIRECTORS
Jonathan (Jon) Bridel, Non-Executive Chairman (60), appointed 10 July 2013
Jon is a Guernsey resident, Jon was previously managing director of Royal Bank of Canada's ('RBC') investment businesses in the Channel Islands and served as a director on other RBC companies including RBC Regent Fund Managers Limited. He was previously a non-executive director at eight London Listed companies including two FTSE 250. Prior to joining RBC, Jon served in a number of senior management positions in banking, specialising in credit and corporate finance and private businesses as Chief Financial Officer in London, Australia and Guernsey having previously worked at Price Waterhouse Corporate Finance in London.
Jon graduated from the University of Durham with a degree of Master of Business Administration, holds qualifications from the Institute of Chartered Accountants in England and Wales (1987) where he is a Fellow, the Chartered Institute of Marketing and the Australian Institute of Company Directors. Jon is a Chartered Marketer and a Member of the Chartered Institute of Marketing, a Chartered Director and Fellow of the Institute of Directors and a Chartered Fellow of the Chartered Institute for Securities and Investment.
Jeremy Thompson, Non-Executive Director (69), appointed 10 July 2013
Jeremy Thompson is a Guernsey resident. He acts as a non-executive director to a number of businesses which include three private equity funds, an investment manager serving the listed NextEnergy Solar Fund Limited and London listed Riverstone Energy Limited. Prior to that he was CEO of four autonomous global businesses within Cable & Wireless PLC and earlier held CEO roles within the Dowty Group.
Jeremy currently serves as chairman of the States of Guernsey Renewable Energy Team and is a commissioner of the Alderney Gambling Control Commission. He is also an independent member of the Guernsey Tax Tribunal panel. Jeremy is an engineering graduate of Brunel (B.Sc) and Cranfield (MBA) Universities and attended the UK's senior defence course (Royal College of Defence Studies). He holds the Institute of Directors (IoD) Certificate and Diploma in Company Direction and is an associate of the Chartered Institute of Arbitration. He completed an M.Sc in Corporate Governance in 2016 and qualified as a Chartered Company Secretary in 2017.
Harald Brauns, Non-Executive Director (71), appointed 1 November 2019
Harald is a German banker with extensive experience in the specialised lending sector. He joined NORD/LB Hannover, Germany in 1977 with a first engagement in the shipping segment. In 1985 he started the aircraft finance activities for the bank from scratch. As the Global Head of Aircraft Finance, he built successively a team of more than 40 dedicated aviation experts located in Hannover, New York and Singapore. Focused on an asset-based business model with sophisticated solutions for selected clients, he and his team advanced to global leaders in commercial aircraft finance with an exposure of well above US$ 10 billion split over a portfolio of 650 aircraft assets. After more than 35 years in the aviation industry Harald retired in October 2019. He is resident in Germany and was appointed as a director of the Company with effect from 1 November 2019.
DIRECTORS (continued)
Robert Knapp, Director (58), appointed 24 May 2024
Robert represents Ironsides Partners LLC ("Ironsides"), which has an interest of 73,186,272 shares in the Company.
Robert is the founder and CIO of Ironsides and is a specialist in closed-ended funds and asset value investing. Over his career he has served as a director of numerous listed investment and operating companies. In addition to the Company, he is a director of Barings BDC, Inc. and Okeanis Eco Tankers Corp., both of which are listed on the New York Stock Exchange, and Africa Opportunity Fund Limited, which is listed on the Specialist Fund Segment of the London Stock Exchange. Robert earned a BSc in Electrical Engineering from Princeton University and a BA in PPE from New College, Oxford University.
DIRECTORS' REPORT
The Directors present their Annual Report and Audited Consolidated Financial Statements for DP Aircraft I Limited for the year ended 31 December 2024.
Principal Activity and Review of the Business
The Company's principal activity is to purchase, lease and then sell two Boeing 787-8 Aircraft (the 'Assets'). The Company wholly owns two subsidiary entities, DP Aircraft Guernsey III Limited and DP Aircraft Guernsey IV Limited (collectively and hereinafter, the 'Borrowers'), each being a Guernsey incorporated company limited by shares and one intermediate lessor company, DP Aircraft UK Limited (the 'Lessor'), a UK incorporated private limited company. The Company and its consolidated subsidiaries, DP Aircraft Guernsey III Limited, DP Aircraft Guernsey IV Limited and DP Aircraft UK Limited comprise the consolidated Group (the 'Group').
The investment objective of the Group is to obtain income and capital returns for the Company's shareholders by acquiring, leasing and then, when the Board considers it appropriate, selling the Assets. The Company has made its investments in the Assets through its subsidiaries.
The Ordinary Shares of the Company are currently trading on the Specialist Fund Segment of the London Stock Exchange.
On 2 November 2024, TQD was grounded due to a lack of engines by Rolls-Royce. The aircraft is currently without engines until a suitable second engine from the Rolls-Royce maintenance facility will arrive and can be paired with ESN 10288. The First Engine already arrived at Bangkok on 11 March 2025. Thai Airways expects to receive a second engine from the overhaul facility mid to end of April and to return TQD back to service in May 2025. The lease rental income is fixed, and the aircraft will be returned in full life. Therefore, there is no impact on the aircraft's carrying value.
A more detailed review of the business and prospects is contained in detail in the Asset Manager's Report on pages 13 to 28.
Results and Dividends
For the year ended 31 December 2024 the Group made a profit of US$4,525,060 (2023: loss of US$ 2,505,687). The results for the year ended 31 December 2024 are mainly driven by rental income earned of US$ 8,777,187 (2023: US$ 8,714,249) and finance costs incurred of US$ 3,872,695 (2023: US$ 9,551,675).
Historically, under normal circumstances, the Company aimed 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 any sale of the Assets. The Company targeted a quarterly distribution in February, May, August and November of each year. The target distribution is US$ 0.0225 per Share per quarter.
On 3 April 2020, the Company announced a suspension of dividends until further notice due to the impact of Covid-19 in global aviation and especially with long haul operations. The suspension is continuing and as noted in Summary report on pages 4 to 7, there is no realistic prospect of the Company's shareholders receiving a dividend or any other distribution.
Subsequent Events
Refer to note 23 for further details regarding Subsequent Events.
DIRECTORS' REPORT (CONTINUED)
Directors
The Directors of the Company, who served during the year and to date, are as shown below:
· Jonathan Bridel;
· Jeremy Thompson;
· Harald Brauns; and
· Robert Knapp
Directors' Interests
The Directors interests in the shares of the Company as at 31 December 2024 are set out below and there have been no changes in such interests up to the current date:
|
|
Number of ordinary shares 31 December 2024 |
Number of ordinary shares 31 December 2023 |
|
Connected parties of Jon Bridel |
90,000 |
90,000 |
|
Jeremy Thompson |
15,000 |
15,000 |
|
Harald Brauns Robert Knapp |
- 73,186,272 |
- N/A |
|
|
|
|
Mr Robert Knapp represents Ironsides Partners LLC who currently have an interest of 73,186,272 shares in the Company.
Principal Risks and Uncertainties
The Statement of Principal Risks and Uncertainties are as described on pages 44 to 46.
Substantial Shareholdings
The Directors note the following substantial interests in the Company's share capital as at 31 December 2024 (10% and more shareholding):
o Ironsides Partners - 73,186,272 shares -28.63 %
o M&G Investments - 59,427,837 shares- 23.21 %
o Momentum Global - 25,650,000 shares- 10.02%
Investment Management
As at the date of this report there have been no significant changes in the above list of substantial shareholdings.
The Board
The Board consists of independent Directors and a non-executive Director. Mr Bridel and Mr Thompson satisfy all the criteria for assessing Director independence set out by the Association of Investment Companies ("AIC") and adopted by the Board. Mr Bridel and Mr Thompson have served on the Board for over ten years, it is the opinion of the other member of the Board that they both continue to demonstrate objective and independent thought processes during Board meetings and in their dealings with the Asset Manager, and therefore consider them both to be independent, despite their long service.
Jeremy Thompson was appointed as Senior Independent Director (the 'SID') on 1 April 2016.
During the year ended 31 December 2024, Robert Knapp was appointed as a Director and the Board had a breadth of experience relevant to the Company and a balance of skills and experience.
DIRECTORS' REPORT (CONTINUED)
Board Independence and Disclosure
The Board recognises the importance of diversity and will evaluate applicants to fill any vacant positions regardless of gender and without prejudice. Applicants will be assessed on their broad range of skills, expertise and industry knowledge, and business and other expertise. In view of the long-term nature of the Company's investments, the Board believes that a stable board composition is fundamental to run the Company. The Board has not stipulated a maximum term of any directorship.
The Board is composed of independent Directors and a non-independent Director, who meet as required without the presence of the Asset Manager or service providers to scrutinise the achievement of agreed goals, objectives and monitor performance. Through the Audit Committee and the Management Engagement Committee they are able to ascertain the integrity of financial information and confirm that all financial controls and risk management systems are robust and analyse the performance of the Asset Manager and other service providers on a regular basis.
The Directors have challenged the Asset Manager throughout the year under review and for the purposes of assessing compliance with the AIC Code, the Board as a whole considers that each Director is independent of the Asset Manager and free from any business or other relationship that could materially interfere with the exercise of their independent judgment. If required, the Board is able to access independent professional advice. Open communication between the Asset Manager and the Board is facilitated by regular Board meetings, to which the Asset Manager is invited to attend and update the Board on the current status of the Company's aircraft, along with ad hoc meetings as required.
Jon Bridel and Jeremy Thompson have served for over ten years and together with Harald Brauns and Robert Knapp have acted in the best interests of the Company. The Board is now focused on using its experience to work with the Asset Manager to maximise value for shareholders.
Directors
As the Company is not a FTSE 350 company, Directors were not subject to annual election by the shareholders nor for the requirement for the external audit contract to be put out to tender every 10 years. Historically, the Directors had offered themselves by rotation for re-election at each annual general meeting ('AGM'). Jeremy Thompson was re-elected and Robert Knapp was elected at the last AGM. Jon Bridel is offering himself for re-election at the forthcoming AGM.
The Directors are on a termination notice of three months.
Directors' Duties and Responsibilities
The Board of Directors has overall responsibility for the Company's affairs and is responsible for the determination of the investment policy of the Company, resolving conflicts and for monitoring the overall portfolio of investments of the Company. To assist the Board in the day-to-day operations of the Company, arrangements have been put in place for the performance of certain of the day-to-day operations of the Company to third-party service providers, such as the Asset Manager, Administrator and Company Secretary, under the supervision of the Board. The Board receives full details of the Company's assets, liabilities and other relevant information in advance of Board meetings.
The Board undertakes an annual evaluation of its own performance and the performance of its audit committee and individual Directors. This is to ensure that they continue to act effectively and efficiently and to fulfil their respective duties, and to identify any training requirements. The results of the most recent evaluation have been reviewed by the Chairman and his fellow Directors. No significant corporate governance issues arose from this review.
DIRECTORS' REPORT (CONTINUED)
Directors' Duties and Responsibilities (continued)
The Board also undertakes an annual review of the effectiveness of the Company's system of internal controls and the safeguarding of shareholders' investments and the Company's assets. A Management Engagement Committee, chaired by Harald Brauns has been established to further this safeguarding. At each quarterly meeting the Audit and Risk Committee reviews a risk matrix. Issues identified as a result of this review are discussed and action plans put in place as is necessary. There is nothing to highlight from the reviews of these reports as at the date of this report.
Board Meetings
The Board meets at least four times a year to consider the business and affairs of the Company for the previous quarter. Between these quarterly meetings the Board keeps in regular contact by email and video calls as well as meeting to consider specific matters of a transactional nature. There is regular contact with the Secretary and administrator.
The Directors are kept fully informed of investment and financial controls and other matters that are relevant to the business of the Company. The Directors also have access, where necessary in the furtherance of their duties, to professional advice at the expense of the Company.
The Board considers agenda items laid out in the Notice and Agenda which are formally circulated to the Board in advance of any meeting as part of the board papers. Such items include but are not limited to; investment performance, share price performance, review of marketing and shareholder communication. The Directors may request any agenda items to be added that they consider appropriate for Board discussion. In addition, each Director is required to inform the Board of any potential or actual conflict of interest prior to Board discussion.
Board meetings are attended by representatives of the Asset Manager. The Company's corporate brokers also attend to assist the Directors in understanding the views of major shareholders about the Company.
Board Meeting attendance
The table below shows the attendance at Board meetings and Audit Committee meetings during the year.
|
Directors |
No of board meetings attended |
No of audit committee meetings attended |
|
Jonathan Bridel |
4 |
4 |
|
Jeremy Thompson |
4 |
4 |
|
Harald Brauns |
4 |
4 |
|
Robert Knapp* |
3 |
- |
|
No. of meetings during the year |
4 |
4 |
* Mr Knapp was appointed on 24 May 2024 and therefore was only eligible to attend 3 board meetings during the year.
The Directors also attended committee meetings for the Management Engagement Committee meeting in addition to the regular quarterly meetings as shown in the above table and the Chairman attended further meetings with various stakeholders and on management related matters.
Directors' Remuneration
The remuneration of the non-executive Directors is reviewed on an annual basis and compared with the level of remuneration for directorships of funds with similar responsibilities and commitments
DIRECTORS' REPORT (CONTINUED)
Directors' Remuneration (continued)
Base annual fees are as follows:
|
Annual Fees |
Jan 24 to Dec 24 |
Jan 23 to Dec 23 |
|
|
Jonathan Bridel |
£61,750 |
£61,750 |
|
|
Jeremy Thompson |
£49,450 |
£49,450 |
|
|
Harald Brauns |
£49,450 |
£49,450 |
|
|
Robert Knapp |
N/A |
N/A |
|
During the current and prior year each Director received the following remuneration in the form of Directors' fees from Group companies:
|
|
Year ended |
Year ended |
||
|
|
31 December 2024 |
31 December 2023 |
||
|
|
£ |
US$ equivalent |
£ |
US$ equivalent |
|
Jonathan Bridel (Chairman) |
61,750 |
79,226 |
61,750 |
78,608 |
|
Jeremy Thompson (Audit Committee Chairman) |
49,450 |
63,445 |
49,450 |
62,950 |
|
Harald Brauns (Management Engagement Committee Chairman) |
49,450 |
62,030 |
49,450 |
62,950 |
|
Robert Knapp |
N/A |
N/A |
N/A |
N/A |
|
|
160,650 |
204,701 |
160,650 |
204,508 |
Up to 30 September 2022, 10% of base fees and all extra fees were not paid by way of cash payments but were deferred to be settled in the future or to be paid by way of equity. There has been no settlement of Director remuneration via the issue of equity in the current year (2023: nil) and the deferred fees remain outstanding as at 31 December 2024.
Robert Knapp was appointed with effect from 23 May 2024, he will not receive any fees but is able to claim
for any expenses incurred in relation to DP Aircraft up to $15,000 per annum.
There are no executive Director service contracts in issue.
Remuneration Policy
All Directors of the Company are non-executive and therefore there are no incentive or performance schemes. Each Director's appointment is subject to an appointment letter and article 24 of the Company's articles of association. Base remuneration is paid monthly in arrears and reflects the experience, responsibility, time, commitment and position on the main board as well as responsibility for sitting on subsidiary boards when required. The Chairman, Audit Committee Chairman (SID) and other committee Chairman may receive additional remuneration to reflect the increased level of responsibility and accountability. The maximum amount of Directors' fees payable by the Company in any one year is currently set at £200,000 in accordance with article 24. Remuneration may if deemed appropriate also be payable for special or extra services if required in accordance with article 24. This is defined as work undertaken in connection with a corporate transaction including a new prospectus to acquire, finance and lease an aircraft and/or engines, managing a default, refinancing, sale or re-lease of aircraft and for defending a takeover bid. This may include reasonable travel time if applicable. The Board may appoint an independent consultant to review fees if it is considered an above inflation rise may be appropriate.
DIRECTORS' REPORT (CONTINUED)
Internal Controls and Risk Management Review
The Board is responsible for the Company's system of internal control and for reviewing its effectiveness. The Board confirms that there is an ongoing process for identifying, evaluating and monitoring the significant risks faced by the Company.
The Board carries out an annual review of internal controls including those of the administrator. 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 Directors of the Company clearly define 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 ongoing performance and contractual arrangements. Each service provider is reviewed annually, and key risks and operating matters are addressed as part of that review.
Dialogue with Shareholders
All holders of shares in the Company have the right to receive notice of, and attend, all general meetings of the Company, during which the Directors are available to discuss issues affecting the Company. The Directors are available to enter into dialogue with shareholders and make themselves available for such purpose when reasonably required. The Company believes such communications to be important. Reports are provided to the Board of Directors on shareholders' views about the Company and any issues or concerns they might have.
Board Policy on Tenure and Independence
The Board has not yet formed a policy meeting on tenure. However, it does consider the independence of each Director on an annual basis during the performance evaluation process. All Directors are considered independent.
Independent Auditor
KPMG Channel Islands Limited have indicated their willingness to continue in office.
Going Concern
The Directors believe that it is appropriate to prepare these consolidated financial statements on a going concern basis as the current cash flow forecasts demonstrate that the Group, with continued deferral of fees, as outlined below, from some service providers and the recent successful tap issue of $1million has sufficient cash to cover operating costs for a period of at least twelve months from the signing of the consolidated financial statements (the "going concern period").
Should a plausible downside or new scenario develop, additional finance maybe required to provide sufficient funding of the Group's activities to cover any negotiations with the lenders as further detailed below. The Board will continue to consult with its broker regarding any proposed forward capital needs and its timing. However, given the recent successful tap issue of $1 million, the Board feels that the Group has sufficient cash to cover operating costs for a period of at least twelve months from the signing of the consolidated financial statements (the "going concern period").
DIRECTORS' REPORT (CONTINUED)
Going Concern (continued)
The Board therefore concludes that to sufficiently cover off all going concern scenarios, there is a material uncertainty, however it remains appropriate to prepare the financial statements on a going concern basis.
In making this conclusion, the Board have taken into consideration:
· that Thai Airways have made monthly fixed lease rental payments on time and in full from the start of the revised fixed rental period commencing in January 2023. Further that Thai have reported a consistent return to profitability and have projected that they will exit their formal rehabilitation Period in Q2 2025;
· that given Thai Airways improved performance that the Company will continue to receive US$ 35,000 per aircraft per month as a contribution towards its operating costs with the rest going towards the pay down of the Group's outstanding loan arrangements;
· the continued deferral of some fees by the Board, the Asset Manager and the Broker as noted in note 13;
· as in previous years and as a matter of prudence, the Company will need to consider costs associated with the winding up of the Group should it be required.
Viability Statement
As with previous reports the Directors regularly assess the viability of the Group with respect to the impact of potential risks the Group faces and the Group's current position.
In February 2023, the Group and DekaBank entered into Second Amendment and Restatement to the Loan Agreements in which the parties agreed to new repayment schedules for the loans in place. Under the revised repayment schedules, monthly payments of fixed interest and principal will be limited to net lease rental monies available for application towards the loans of US$475,000 per loan and the final balloon repayments will be settled out of proceeds from sale of the aircraft at the end of the lease term. These new repayment terms are aligned with the lease agreements in place.
The PBH period on the Thai Airways leases expired on 31 December 2022 and now the Group is receiving fixed monthly rental payments of US$510,000 per aircraft. This is in line with the amended lease agreements finalised and signed on 1 April 2022. US$35,000 per aircraft of the fixed monthly rental payments are retained by the Group to contribute to ongoing fixed costs, the remainder is used to cover principal and fixed interest payable on the DekaBank loans per above.
Thai Airways, at the end of the lease term, have an obligation to return the aircraft in full life condition. This is either by undertaking all the work themselves to do this or provide the lessor with the equivalent cash to undertake the work required.
The viability and therefore continuation of the Group looks positive save any major, likely force majeure, scenarios. The Company is though dependent on contracted lease payments paid on time and in full.
Mindful of the significant challenges which could still impact the airline industry, Thai Airways in particular and the Company, the Company has extended its viability period to June 2026 assuming Thai Airways continue to
DIRECTORS' REPORT (CONTINUED)
Viability Statement (continued)
meet its lease payment obligations and certain service providers (Asset Manager, Broker and Directors) continue to defer some of their fees as agreed.
The Group is required to present a plan for refinancing or similar to the lenders before the expiry of the current loan facilities in the last quarter of 2026. After the year end 2024 the group established two new wholly owned subsidiaries, DP Aircraft Ireland MSN 35320 Limited and DP Aircraft Ireland MSN 36110 Limited. On the 27 March 2025, these subsidiaries entered into 12-year lease agreements with LOT Polish Airlines for the two Boeing 787-8 aircraft. The New leases with LOT will commence in October and December 2026 respectively. The leases will be for 12 years and the lease payments are structured with a fixed rate for the first eight years and a reduced rate for the final four years, totalling approximately $168 million.
Continuing and foremost amongst the near-term risks faced by the Group, is the successful emergence from restructuring of Thai Airways and the recovery from Covid related restrictions to Thai's tourist economy. So far, the news from Thai Airways has been positive. The Directors note that whilst they believe that Thai Airways is currently in a good position to exit rehabilitation, there is no guarantee of this. The Directors continue to monitor the developments of the rehabilitation process and the impact on the Group. The Directors regularly consider and assess the viability of the Company and take into account the Company's current position and the potential impact of the principal risks outlined below. The Directors have considered the impact of the ongoing trade competition between US and China and other emerging conflicts and have concluded that to date there has been no material impact on the operations of the Group save for indirect impacts such as rising fuel costs. Of note is that the Company's aircraft currently operate in the Indo-Pacific region where there are at present no overfly or other restrictions.
The Directors continue to consider that an investment in the Company should be regarded as long term in nature and is suitable only for sophisticated investors, investment professionals, high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts and private clients (all of whom will invest through brokers), in each case, who can bear the economic risk of a substantial or entire loss of their investment and who can accept that there may be limited liquidity in the shares.
The Directors consider that the Notes to the Financial Statements are integral to the support of the Viability Statement.
Annual General Meeting
The next AGM of the Company will be held in Guernsey at a date that will be communicated in the future at East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey. The meeting will be held to, inter alia; receive the Annual Report and Audited Consolidated Financial Statements; re-elect Directors; propose the reappointment of the auditor; authorise the Directors to determine the auditor's remuneration; approve the Directors' remuneration policy. Shareholders are encouraged to vote in advance by proxy. The formal notice of AGM will be issued to shareholders in due course.
The Board continues to welcome engagement with its shareholders and those who have questions relating directly to the business of the AGM can forward their questions to the Company Secretary by email to DPA@aztecgroup.co.uk by no later than one week before the AGM. A Q&A reflecting the questions received and responses provided will be made available on the Company's website at www.dpaircraft.com as soon as practicable following the AGM.
DIRECTORS' REPORT (CONTINUED)
On 27 November 2024 at the Company's last AGM, all resolutions were passed.
The Board is thankful to all shareholders for their continuous support.
Corporate Governance
The Company is not required to comply with any particular corporate governance codes in the UK or Guernsey, but the Directors take corporate governance seriously and will have regard to relevant corporate governance standards in determining the Company's governance policies including without limitation in relation to corporate reporting, risk management and internal control procedures.
The Directors intend to comply, and ensure that the Company complies, with any obligations under the Companies (Guernsey) Law, 2008 and the Articles to treat shareholders fairly as between themselves.
Directors' Share Dealings
The Board has agreed to adopt and implement the Market Abuse Regulation for Directors' dealings. The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the Market Abuse Regulation.
Board Committees
The Board of Directors has established an audit committee, which operates under detailed terms of reference, copies of which are available on request from the Company Secretary. Details of the Company Secretary are included within the Company information on page 88.
The Board have established a Management Engagement Committee which reviewed the performance of the Asset Manager and the key service providers at least annually and this review includes a consideration of the service providers' internal controls, risk management, operational management, information technology and their effectiveness.
DIRECTORS' REPORT (CONTINUED)
Alternative Investment Fund Managers Directive ('AIFMD')
In July 2013 the European Alternative Investment Fund Management Directive ('AIFMD') came into effect with transitional provisions until July 2014. The Company has been determined to be a 'self-managed' Guernsey Alternative Investment Fund ('AIF') and as such will be treated as a non-EU AIFM for the purposes of the Directive. The Company has registered with the Financial Conduct Authority (and notified the Guernsey Financial Services Commission) under the AIFMD (Marketing) Rules, 2013.
For a non-EU AIFM that has over EUR 100 million (equivalent to US$ 103.5 million at 31 December 2024) of net assets under management and also utilises leverage, certain Annual Investor Disclosures are required.
For the purpose of AIFMD, the Company is a Self-Managed Alternative Investment Fund Manager with assets above the EUR 100 million (equivalent to US$ 103.5 million at 31 December 2024), with leverage, threshold.
AIFMD does not prescribe use of any one particular accounting standard. However, the financial statements must be audited by an auditor empowered by law to audit the accounts in accordance with the EU Statutory Audit Directive.
The required disclosures for investors are contained within the Financial Conduct Authority checklist and the Company's compliance therewith can be found in Appendix 1 to these financial statements.
Environmental, social and governance (ESG)
The Group recognises the Paris Agreement on climate change. The Group operates NTA ('New Technology Aircraft'); specifically Boeing 787-8's equipped with Rolls Royce Trent-1000 engines which are 20% more fuel efficient on a revenue-per-kilometre basis than similar comparable current technology legacy aircraft. The Board continue to implement steps to reduce its own travelling and maximises the use of virtual meetings within the Board and with all its key service providers.
Jonathan Bridel Jeremy Thompson
Director Director
24 April 2025 24 April 2025
REPORT OF THE AUDIT COMMITTEE
On the following pages, we present the Audit Committee (the 'Committee') Report for 2024, setting out the Committee's structure and composition, principal duties and key activities during the year. The Committee has reviewed the Company's financial reporting, the independence and effectiveness of the independent auditor (the 'auditor') and the internal control and risk management systems of service providers.
The Board is satisfied that for the period under review and thereafter the Committee possesses recent and relevant commercial and financial knowledge sufficient to satisfy the requirements of the Committee's remit.
Structure and Composition
The Committee is chaired by Mr Thompson and its other members are Mr Bridel and Mr Brauns.
The Committee conducts formal meetings not less than three times a year. There were four meetings during the period under review and multiple ad-hoc meetings. All directors were present and forming part of the quorum. The auditor is invited to attend those meetings at which the annual and interim reports are considered.
Principal Duties
The role of the Committee includes:
· Monitoring the integrity of the published financial statements of the Group;
· Keeping under review the consistency and appropriateness of accounting policies on a year to year basis;
· Satisfying itself that the annual financial statements, the interim statement of financial results and any other major financial statements issued by the Group follow International Financial Reporting Standards and give a true and fair view of the Group and its subsidiaries' affairs; matters raised by the external auditors about any aspect of the financial statements or of the Group's internal control, are appropriately considered and, if necessary, brought to the attention of the Board, for resolution;
· Monitoring and reviewing the quality and effectiveness of the auditor and their independence;
· Considering and making recommendations to the Board on the appointment, reappointment, replacement and remuneration of the Group's auditor;
· Monitoring and reviewing the internal control and risk management systems of the service providers; and
· Considering at least once a year whether there is a need for an internal audit function.
The complete details of the Committee's formal duties and responsibilities are set out in the Committee's terms of reference, a copy of which can be obtained from the Secretary.
Independent Auditor
The Committee is also the forum through which the auditor reports to the Board of directors. The Committee reviews the scope and results of the audit, its cost effectiveness and the independence and objectivity of the auditor, with particular regard to the terms under which it is appointed to perform non-audit services including fees. The Committee has established pre-approval policies and procedures for the engagement of KPMG Channel Islands Limited ('KPMG') to provide non-audit services.
REPORT OF THE AUDIT COMMITTEE (CONTINUED)
Independent Auditor (Continued)
The audit fees proposed by the auditor each year are reviewed by the Committee taking into account the Group's structure, operations and other requirements during the year and the Committee make appropriate recommendations to the Board. There were no non-audit services provided by KPMG during the year. The Committee considers KPMG Channel Islands Limited to be independent of the Company. The Committee also met with the external auditors without the Asset Manager or Administrator being present so as to provide a forum to raise any matters of concern in confidence.
Evaluations or Assessments made during the year
The following sections discuss the assessments made by the Committee during the year:
Significant Areas of Focus for the Financial Statements
The Committee's review of the interim and annual financial statements focused on:
· Valuation of the Company's Assets (more detail in relation to the approach is in note 3);
· Assessing straight lining lease asset for impairment;
· The financial statements giving a true and fair view and being prepared in accordance with International Financial Reporting Standards and the Companies (Guernsey) Law, 2008; and
· Going concern and the viability statement review.
Effectiveness of the Audit
The Committee had formal meetings with KPMG during the year under review:
· Before the start of the audit to discuss formal planning, discuss any potential issues and agree the scope that will be covered; and
· After the audit work was concluded to discuss any significant matters such as those stated above.
· The Board considered the effectiveness and independence of KPMG by using a number of measures, including but not limited to:
§ The audit plan presented to them before the start of the audit;
§ The audit results report;
§ Changes to audit personnel;
§ The auditor's own internal procedures to identify threats to independence; and
§ Feedback from both the Asset Manager and Administrator.
Internal Audit
There is no internal audit function. As all of the directors are non-executive and all of the Company's administration functions have been delegated to independent third parties, the Audit Committee considers that there is no need for the Company to have an internal audit function. However, this matter is reviewed periodically.
Conclusion and Recommendation
After reviewing various reports such as the operation and risk management framework and performance reports from the directors and the Asset Manager and assessing the significant areas of focus for the financial statements listed on pages 55 to 58, the Committee is satisfied that the financial statements appropriately address the critical judgements and key estimates (both in respect to the amounts reported and the disclosures).
REPORT OF THE AUDIT COMMITTEE (CONTINUED)
Conclusion and Recommendation (continued)
The Committee is also satisfied that the significant assumptions used for assessing going concern and, determining the value of assets and liabilities have been appropriately scrutinised, challenged and are sufficiently robust. The independent auditor reported to the Committee that no material misstatements were found in the course of its work. Furthermore, the Administrator confirmed to the Committee that they were not aware of any material misstatements including matters relating to presentation. The Committee confirms that it is satisfied that the independent auditor has fulfilled its responsibilities with diligence and professional scepticism. Following the completion of the financial statements review process on the effectiveness of the independent audit and the review of audit services, the Committee will recommend that KPMG be reappointed at the next Annual General Meeting.
For any questions on the activities of the Committee not addressed in the foregoing, a member of the Committee will attend each Annual General Meeting to respond to such questions.
By order of the Audit Committee
Jeremy Thompson
Audit Committee Chairman
24 April 2025
STATEMENT OF PRINCIPAL RISKS AND UNCERTAINTIES
Geopolitical and economic risks
The Company leases aircraft to a customer in Thailand exposing it to (i) Thailand's varying economic, social, legal and geopolitical risks, (ii) instability of Thailand markets and (iii) the impact of global health pandemics and other global market disruptions. Exposure to Thailand's jurisdiction may adversely affect the Company's future performance, position and growth potential if Thailand's economy does not perform well or if laws and regulations that have an adverse impact on the aviation industry are passed in Thailand. The adequacy and timeliness of the Company's response to emerging risks in this jurisdiction is of critical importance to the mitigation of their potential impact on the Company.
The rivalry between the US and China puts Thailand in a precarious situation. As Thailand manages its diplomatic ties with both nations, any increase in tensions could influence international travel demand and trade routes. Additionally, geopolitical instability in nearby regions, such as disputes in the South China Sea, can disrupt air travel routes and undermine passenger confidence.
Exposure to the commercial airline industry
As a supplier to and partner of the airline industry, the Group is exposed to the financial condition of the airline industry as it leases its aircraft to commercial airline customers. The financial condition of the airline industry is affected by, among other things, geopolitical events, outbreaks of communicable pandemic diseases and natural disasters, fuel costs and the demand for air travel. To the extent that any of these factors adversely affect the airline industry they may result in (i) downward pressure on lease rates and aircraft values, (ii) higher incidences of lessee defaults, restructuring, and repossessions and (iii) inability to lease aircraft on commercially acceptable terms.
Thai went into debt rehabilitation on 27 May 2020, and the business rehabilitation plan was approved on 15 June 2021, by the Central Bankruptcy Court of Thailand. There is risk that the business rehabilitation plan does not achieve the desired results, and this could have an adverse impact on the entity's lease arrangements, with Thai Airways which is the core source of income for the Group.
Thai is under the contractual obligation to return the aircraft in full life condition. The additional requirement to cash collateralize the obligation by payment of Maintenance Reserves was waived in the novated lease agreement. This leaves the company with the risk that in case of a Thai default under the lease the aircraft may not be returned in a full life status.
Asset risk
The Company's Assets as at year end comprise of two Boeing 787-8 aircraft. The Group bears the risk of selling or re-leasing the aircraft in its fleet at the end of their lease terms or if the lease is terminated. If demand for aircraft decreases market lease rates may fall, and should such conditions continue for an extended period, it could affect the market value of aircraft in the fleet and may result in an impairment charge. The directors have engaged an asset manager with appropriate experience of the aviation industry to manage the fleet and remarket or sell aircraft as required to reduce and address this risk.
STATEMENT OF PRINCIPAL RISKS AND UNCERTAINTIES (CONTINUED)
Asset risk (continued)
There is no guarantee that, upon expiry or cessation of the leases, the Assets could be sold or re-leased for an amount that would enable shareholders to realise a capital profit on their investment or to avoid a loss. Costs regarding any future re-leasing of the assets would depend upon various economic factors and would be determinable only upon an individual re-leasing event. Potential reconfiguration costs could in certain circumstances be substantial. In addition, there is transition risk if Thai do not return the Aircrafts in a timely manner in the required condition.
In March 2025 via, the Group's two new subsidiaries DP Aircraft Ireland MSN 35320 Limited and DP Aircraft Ireland MSN 36110 Limited (the "New Subsidiaries"), the group has entered into new lease agreements with LOT, Poland's state-owned airline, for its two Trent powered Boeing 787-8 aircraft. The leases each have a 12-year term, commencing on 29 October 2026 (MSN 36110) and 9 December 2026 (MSN 35320).
Key personnel risk
The ability of the Company to achieve its investment objective is significantly dependent upon the advice of certain key personnel at its Asset Manager DS Aviation GmbH & Co. KG; there is no guarantee that such personnel will be available to provide services to the Company for the scheduled term of the Leases or following the termination of the Lease. However, Key Man clauses within the Asset Management agreement do provide a base line level of protection against this risk.
Credit risk & Counterparty risk
Credit risk is the risk that a significant counterparty will default on its contractual obligations. The Group's most significant counterparty is Thai Airways as lessee and provider of income and DekaBank Deutsche Girozentrale ('DekaBank') as holder of the Group's cash and restricted cash. The lessee does not maintain a credit rating. The Moody's credit rating of DekaBank is Aa2 (2023: Aa2).
There is no guarantee that the business rehabilitation process of Thai Airways will continue to be successful even though developments to date have been positive. Failure of any material part of the business rehabilitation plan may have an adverse impact on Thai's ability to comply with its obligations under the LOI entered into during March 2021 and the subsequent amended lease agreement entered into in 2022.
Any failure by Thai Airways to pay any amounts when due could have an adverse effect on the Group's ability to comply with its obligations under the DekaBank loan agreements and could result in the lenders enforcing their security and selling the relevant Assets on the market, potentially negatively impacting the returns to investors. Thai Airways is however an international full-service carrier and is important to Thailand's economy and as such it is unlikely that the government will not provide it with the necessary support to see it through its restructure. There is no guarantee and hence a significant risk remains.
Refinancing risk
The Group is required to present a plan for refinancing or similar to the lenders before the expiry of the current loan facilities in the last quarter of 2026. There is a risk that the Group will not be able to replace the DekaBank debt obligation with new debt before the expiry of the current loan facilities. If not able to refinance, the Group would have to dispose the aircraft to settle the loan and there is no guarantee that the Assets could be sold for an amount that would enable shareholders to realise a capital profit on their investment or to avoid a loss.
STATEMENT OF PRINCIPAL RISKS AND UNCERTAINTIES (CONTINUED)
Liquidity risk
In order to finance the purchase of the Assets, the Group entered into loan agreements. Pursuant to the loan agreements, the lenders are given first ranking security over the Assets. Under the provisions of each of the loan agreements, the Borrowers are required to comply with the qualitative loan covenants and undertakings. A failure to comply with such covenants or undertakings may result in the relevant lenders recalling the relevant loan. In such circumstances, the Group may be required to remarket the relevant Asset (either sell or enter into a subsequent lease) to repay the outstanding relevant loan and/or re-negotiate the loan terms with the relevant lender.
Cyber risk
The Group relies on its key third party service providers' cyber security measures including firewalls, encryption protocols, employee training programs and regular security assessments to safeguard the Group's data and records from unauthorized access and harmful exploitations. The Management Engagement Committee receives annual confirmation from all its third parties service providers to ensure that controls over cyber security and IT infrastructure are in place.
The Company is exposed to Boeing being able to resolve any identified 787 related problems which the FAA or other regulatory bodies designate as restricting commercial operations. At present no such restrictions exist. The 787 is considered a latest generation aircraft type which has pioneered areas including the extensive use of carbon fibre in its fuselage and wing construction.
The Company has exposure to Rolls Royce as suppliers of the Trent 1000 engines in terms of ongoing support. The Trent 1000 is a highly fuel-efficient engine, representing the latest engine technology. As such the Company is exposed to any future as yet unknown performance issues. This situation is partially mitigated by Thai using Rolls Royce Total Care and by the Asset Manager having oversight of performance issues from both physical and desktop checks.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
Statement of directors' responsibilities
The directors are responsible for preparing the directors' Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards as issued by the IASB and applicable law.
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of its profit or loss for that period. In preparing these financial statements, the directors are required to:
§ select suitable accounting policies and then apply them consistently;
§ make judgements and estimates that are reasonable, relevant and reliable; and prudent;
§ state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
§ assess the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
§ use the going concern basis of accounting unless they either intend to liquidate the Group or to cease operations or have no realistic alternative but to do so.
The directors are responsible for keeping proper accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that its financial statements comply with the Companies (Guernsey) Law, 2008. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website, and for the preparation and dissemination of financial statements. Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The directors who hold office at the date of approval of this director's Report confirm that so far as they are aware, there is no relevant audit information of which the Group's auditor is unaware, and that each director has taken all the steps he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the Group's auditor is aware of that information.
STATEMENT OF DIRECTORS' RESPONSIBILITIES (CONTINUED)
Responsibility statement of the directors in respect of the annual financial report
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group; and
• the annual report includes a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face.
Signed on behalf of the Board by
Jonathan Bridel Jeremy Thompson
Director Director
24 April 2025 24 April 2025
Independent Auditor's Report to the Members of DP Aircraft I Limited
Our opinion is unmodified
We have audited the consolidated financial statements of DP Aircraft I Limited (the "Company") and its subsidiaries (together, the "Group"), which comprise the consolidated statement of financial position as at 31 December 2024, the consolidated statements of comprehensive income, cash flows and changes in equity for the year then ended, and notes, comprising material accounting policies and other explanatory information.
In our opinion, the accompanying consolidated financial statements:
· give a true and fair view of the financial position of the Group as at 31 December 2024, and of the Group's financial performance and cash flows for the year then ended;
· are prepared in accordance with International Financial Reporting Standards ("IFRS"); and
· comply with the Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company and Group in accordance with, UK ethical requirements including the FRC Ethical Standard as required by the Crown Dependencies' Audit Rules and Guidance. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
Material uncertainty relating to going concern
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The risk |
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Our response |
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Going concern We draw attention to note 2a to the consolidated financial statements which indicates that the Group's current cash flow forecasts demonstrate that the Group has sufficient cash to cover operating costs for a period of at least twelve months from the signing of the consolidated financial statements. Should a plausible downside scenario occur, additional finance will be required to provide sufficient funding to repay the Group's bank borrowings. These events and conditions, along with the other matters explained in note 2a, constitute a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter. |
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Disclosure quality The consolidated financial statements explain how the Board has formed a judgement that it is appropriate to adopt the going concern basis of preparation for the Group. That judgement is based on an evaluation of the inherent risks to the Group's business model and how those risks might affect the Group's financial resources or ability to continue operations over a period of at least twelve months from the date of approval of the Group's financial statements. The risk for our audit is whether such judgements amounted to a material uncertainty that may cast significant doubt on the ability of the Group to continue as a going concern. If so, that fact is required to be disclosed (as has been done) and along with a description of the circumstances, is a key financial statement disclosure.
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Our audit procedures included but were not limited too: Review of the Group's going concern assessment: We evaluated the Group's going concern assessment and performed inquiries of the Board of Directors to understand the key judgements made. We assessed the Group's cash-flow forecast and agreed inputs to supporting documentation, as appropriate. We assessed the level of forecasted expenses against expenses historically incurred. This cash flow forecast takes into consideration the deferral of Asset Manager fees, broker fees and Directors' fees. We have obtained confirmation from these parties. We agreed the recent tap issue of 16,666,667 new ordinary shares issued in November 2024 for $1million to the share register and to bank statements. Since the Group also relies on the timely receipt of lease rental income from Thai Airways, we held inquiries with the Asset Manager and the Board of Directors to assess the likelihood that Thai Airways continues to meet the contractually agreed rental payments. We inspected correspondence received by the Group from Thai Airways. We agreed the payments made by Thai Airways during the year and post year end to the Group's bank statements. Assessing disclosures: We considered whether adequate disclosures have been made in relation to material uncertainties relating to going concern included in note 2a to the consolidated financial statements, including the identified risks and dependencies. |
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Independent Auditor's Report to the Members of DP Aircraft I Limited (Continued)
Key audit matters: our assessment of the risks of material misstatement
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the consolidated financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including 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. Going concern is a significant key audit matter and is described in the 'Material uncertainty relating to going concern' section of our report. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In arriving at our audit opinion above, the other key audit matter was as follows (unchanged from 2023):
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The risk |
Our response |
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Valuation of PPE - Aircraft & Related Components (the "Assets") $123.7 million (2023: $124.1 million) Refer to pages 39-40 of the Report of the Audit Committee, note 2c accounting policy and notes 3 and 9 disclosures
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Basis: IAS 36 'Impairment of Assets' requires that assets are assessed for impairment on at least an annual basis including management's estimate of the recoverable amount. The standard requires that for all assets in scope at the end of the reporting period, an entity assess whether there is any indication that an asset may be impaired and, where such indications exist, the recoverable amount of the asset is estimated. Risk: The carrying value of the Assets, due to the estimation uncertainty involved, and their magnitude in the context of the consolidated financial statements as a whole, is considered to be the area which has the greatest effect on our overall strategy and allocation of resources in planning and completing the audit.
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Our audit procedures included but were not limited to: Internal Controls: We assessed the design and implementation of the key control over the Assets' valuation. Challenging management's method, assumptions and inputs: We assessed the consistency of the method applied in the Group's impairment assessment with the approach outlined in the Group's accounting policy and the requirements of IFRS. With regard to the reports of the two independent professional appraisers engaged by the Group (the "Appraisers"), we · assessed the reasonableness of the current market values included in the impairment assessment by obtaining and inspecting the reports of the Appraisers: · assessed the Appraisers' competence, capabilities and objectivity; · performed inquiries with the Appraisers and management to understand key judgements made; compared the current market values included in the impairment assessment to the reports prepared by the Appraisers; · benchmarked the current market values to independently obtained market data; · assessed whether the costs to sell per management's impairment assessment are reasonable. We recalculated the carrying value of the Assets and compared to the recoverable amount in the impairment assessment prepared by management. Assessing Disclosures: We also considered the Group's disclosures (see notes 3 and note 9) in relation to the use of judgements and estimates regarding the determination of the carrying value of the Assets and the Group's measurement policies adopted in note 2c for compliance with IFRS. |
Independent Auditor's Report to the Members of DP Aircraft I Limited (Continued)
Materiality for the consolidated financial statements as a whole was set at $1,120,000, determined with reference to a benchmark of group total assets of $149,807,621, of which it represents approximately 0.75% (2023: 0.75%).
In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the consolidated financial statements as a whole. Performance materiality for the Group was set at 75% (2023: 75%) of materiality for the consolidated financial statements as a whole, which equates to $840,000. We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk.
We reported to the Audit Committee any corrected or uncorrected identified misstatements exceeding $56,000, in addition to other identified misstatements that warranted reporting on qualitative grounds.
Our audit of the Group was undertaken to the materiality level specified above, which has informed our identification of significant risks of material misstatement and the associated audit procedures performed in those areas as detailed above.
The group team performed the audit of the Group as if it was a single aggregated set of financial information. The audit was performed using the materiality level set out above and covered 100% of total group revenue, total group profit before tax, and total group assets and liabilities.
The directors have prepared the consolidated financial statements on the going concern basis as they do not intend to liquidate the Group or the Company or to cease their operations, and as they have concluded that the Group and the Company's financial position means that this is realistic. They have concluded that there are material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the consolidated financial statements (the "going concern period").
An explanation of how we evaluated management's assessment of going concern is set out in the "Material uncertainty relating to going concern" section of our report.
Our conclusions based on this work:
· we consider that the directors' use of the going concern basis of accounting in the preparation of the consolidated financial statements is appropriate; and
· we have nothing material to add or draw attention to in relation to the directors' statement in note 2a to the consolidated financial statements on the use of the going concern basis of accounting, and their identification therein of a material uncertainty over the Group's ability to continue to use that basis for the going concern period, and found the going concern disclosure in note 2a to be acceptable.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group and the Company will continue in operation.
Independent Auditor's Report to the Members of DP Aircraft I Limited (Continued)
To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
· enquiring of management as to the Group's policies and procedures to prevent and detect fraud as well as enquiring whether management have knowledge of any actual, suspected or alleged fraud;
· reading minutes of meetings of those charged with governance; and
· using analytical procedures to identify any unusual or unexpected relationships.
As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because the Group's revenue streams are simple in nature with respect to accounting policy choice, and are easily verifiable to external data sources or agreements with little or no requirement for estimation from management. We did not identify any additional fraud risks.
We performed procedures including
· Identifying journal entries and other adjustments to test based on risk criteria and comparing any identified entries to supporting documentation; and
· incorporating an element of unpredictability in our audit procedures.
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the consolidated financial statements from our sector experience and through discussion with management (as required by auditing standards),
and from inspection of the Group's regulatory and legal correspondence, if any, and discussed with management the policies and procedures regarding compliance with laws and regulations. As the Group is regulated, our assessment of risks involved
gaining an understanding of the control environment including the entity's procedures for complying with regulatory requirements.
The Group is subject to laws and regulations that directly affect the consolidated financial statements including financial reporting legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
The Group is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the consolidated financial statements, for instance through the imposition of fines or litigation or impacts on the Group and the Company's ability to operate. We identified financial services regulation as being the area most likely to have such an effect, recognising the regulated nature of the Group's activities and its legal form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Independent Auditor's Report to the Members of DP Aircraft I Limited (Continued)
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the consolidated financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the consolidated financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remains a higher risk of non-detection of fraud, as this may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
The directors are responsible for the other information. The other information comprises the information included in the Annual Report but does not include the consolidated financial statements and our auditor's report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. 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.
We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:
· the Company has not kept proper accounting records; or
· the consolidated financial statements are not in agreement with the accounting records; or
· we have not received all the information and explanations, which to the best of our knowledge and belief are necessary for the purpose of our audit.
As explained more fully in their statement set out on page 44, the directors are responsible for: the preparation of the consolidated financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and 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 they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Independent Auditor's Report to the Members of DP Aircraft I Limited (Continued)
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.
A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities.
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.
Fiona Babbe
For and on behalf of KPMG Channel Islands Limited
Chartered Accountants and Recognised Auditors
Guernsey
24 April 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2024
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Year ended |
Year ended |
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31 Dec 2024 |
31 Dec 2023
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Notes |
US$ |
US$
|
|
Income |
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|
Lease rental income |
4 |
8,777,187 |
8,714,249
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Expenses |
|
|
|
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Asset management fees |
22 |
(478,407) |
(450,890) |
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General and administrative expenses |
5 |
(1,051,699) |
(1,129,640) |
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Movement in expected credit loss |
11 |
679,655 |
383,199 |
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Depreciation |
9 |
(440,783) |
(1,343,498) |
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|
|
(1,291,234) |
(2,540,829) |
|
|
|
|
|
|
Operating profit |
|
7,485,953 |
6,173,420 |
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|
|
|
|
|
Finance costs |
6 |
(3,872,695) |
(9,551,675) |
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Other Income |
|
6,488 |
8,138 |
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Finance income |
|
909,949 |
860,827 |
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Net finance costs |
|
(2,956,258) |
(8,682,710) |
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|
|
|
|
|
Profit/(loss) before tax |
|
4,529,695 |
(2,509,290) |
|
|
|
|
|
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Taxation |
7 |
(4,635) |
3,603 |
|
Profit/(loss) for the year |
|
4,525,060 |
(2,505,687) |
|
|
|
|
|
|
Total Comprehensive Income/(loss) for the year |
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4,525,060 |
(2,505,687) |
|
|
|
|
|
|
Earnings/(loss) per Share for the year - basic and diluted |
8 |
0.01886 |
(0.01047) |
All income is attributable to the Ordinary Shares of the Company.
The notes on pages 59 to 87 form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2024
|
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31 Dec 2024 |
31 Dec 2023 |
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|
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Notes |
US$ |
US$ |
|||||
|
NON-CURRENT ASSETS |
|
|
|
|||||
|
PPE- Aircraft & Related Components |
9 |
123,681,799 |
124,122,582 |
|||||
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Trade and other receivables |
11 |
3,358,804 |
5,853,206 |
|||||
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Restricted Cash |
10 |
16,624,501 |
15,735,805 |
|||||
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Total non-current assets |
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143,665,104 |
145,711,593 |
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|
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|
|||||
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CURRENT ASSETS |
|
|
|
|||||
|
Trade and other receivables |
11 |
3,328,210 |
3,144,163 |
|||||
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Restricted cash |
10 |
1,161,662 |
1,093,759 |
|||||
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Cash and cash equivalents - available for use |
|
1,652,645 |
914,505 |
|||||
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Total current assets |
|
6,142,517 |
5,152,427 |
|||||
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|
|
|
|
|||||
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TOTAL ASSETS |
|
149,807,621
|
150,864,020
|
|||||
|
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|
|
|
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EQUITY |
|
|
|
|||||
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Share Capital |
15 |
212,253,746 |
211,279,828 |
|||||
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Accumulated losses |
16 |
(164,524,334) |
(169,049,394) |
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TOTAL EQUITY |
|
47,729,412 |
42,230,434 |
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|
|
|
|
|
|||||
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NON-CURRENT LIABILITIES |
|
|
|
|||||
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Bank borrowings |
14 |
77,088,618 |
85,027,721 |
|||||
|
Maintenance reserves provision |
12 |
15,451,700 |
14,829,296 |
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Total non-current liabilities |
|
92,540,318 |
99,857,017 |
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|
|
|
|
|
|||||
|
CURRENT LIABILITIES |
|
|
|
|||||
|
Bank borrowings |
14 |
8,096,300 |
7,684,502 |
|||||
|
Trade and other payables |
13 |
1,441,591 |
1,092,067 |
|||||
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Total current liabilities |
|
9,537,891 |
8,776,569 |
|||||
|
|
|
|
|
|||||
|
TOTAL LIABILITIES |
|
102,078,209 |
108,633,586 |
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|
|
|
|
|
|||||
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TOTAL EQUITY AND LIABILITIES |
149,807,621 |
150,864,020 |
||||||
The financial statements on pages 55 to 87 were approved by the Board of directors and were authorised for issue on 24 April 2025. They were signed on its behalf by:
The notes on pages 59 to 87 form an integral part of these financial statements.
Jonathan Bridel Jeremy Thompson
Chairman Director
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2024
|
|
|
Year ended |
Year ended |
|
|
Notes |
31 Dec 2024 |
31 Dec 2023 |
|
|
|
US$ |
US$ |
|
|
|
|
|
|
Profit/(loss) for the year |
|
4,525,060 |
(2,505,687) |
|
|
|
|
|
|
Adjusted for: |
|
|
|
|
Depreciation |
9 |
440,783 |
1,343,498 |
|
Finance costs |
6 |
3,872,695 |
9,551,675 |
|
Taxation |
7 |
4,635 |
(3,603) |
|
Movement in straight lining lease asset |
11 |
3,433,767 |
3,486,794 |
|
Movement in expected credit loss |
11 |
(679,655) |
(383,199) |
|
Tax-paid |
|
(7,411) |
(11,086) |
|
Changes in: |
|
|
|
|
Increase in maintenance reserves provision |
12 |
622,404 |
- |
|
Increase in trade and other payables |
13 |
352,301 |
265,462 |
|
(Increase)/Decrease in trade and other receivables |
11 |
(443,757) |
692,004 |
|
NET CASH FLOW FROM OPERATING ACTIVITIES |
12,120,822 |
12,435,858 |
|
|
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
(Increase)/Decrease in Restricted cash |
|
(956,600) |
2,324,913 |
|
NET CASH FLOW (USED IN)/FROM INVESTING ACTIVITIES |
(956,600) |
2,324,913 |
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
Share issue proceeds Share issue costs |
|
1,000,000 (26,082) |
- - |
|
Bank loan principal repaid |
14 |
(6,035,672) |
(9,556,363) |
|
Bank loan interest paid |
14 |
(5,364,328) |
(5,769,445) |
|
NET CASH FLOW USED IN FINANCING ACTIVITIES |
|
(10,426,082) |
(15,325,808) |
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR |
|
914,505 |
1,479,541 |
|
Increase/(Decrease) in cash and cash equivalents |
|
738,140 |
(565,036) |
|
CASH AND CASH EQUIVALENTS AT END OF YEAR |
|
1,652,645 |
914,505 |
The notes on pages 59 to 87 form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
|
|
|
|
Accumulated |
Total |
|
|
|
Share capital |
losses |
Equity |
|
|
Note |
US$ |
US$ |
US$ |
|
|
|
|
|
|
|
As at 1 January 2024 |
15 |
211,279,828 |
(169,049,394) |
42,230,434 |
|
Total comprehensive income for the year |
|
|
|
|
|
Profit for the year |
|
- |
4,525,060 |
4,525,060 |
|
Total comprehensive profit |
|
- |
4,525,060 |
4,525,060 |
|
Transactions with owners Issue of ordinary shares Share issue costs paid |
15 |
1,000,000 (26,082) |
- - |
1,000,000 (26,082) |
|
As at 31 December 2024 |
|
212,253,746 |
(164,524,334) |
47,729,412 |
|
|
|
|
|
|
|
As at 1 January 2023 |
|
211,279,828 |
(166,543,707) |
44,736,121 |
|
|
|
|
|
|
|
Total comprehensive expenses for the year |
|
|
|
|
|
Loss for the year |
|
- |
(2,505,687) |
(2,505,687) |
|
Total comprehensive expense |
|
- |
(2,505,687) |
(2,505,687) |
|
|
|
|
|
|
|
Transactions with owners
|
|
|
|
|
|
As at 31 December 2023 |
|
211,279,828 |
(169,049,394) |
42,230,434 |
The notes on pages 59 to 87 form an integral part of these financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2024
1) GENERAL INFORMATION
The consolidated audited financial statements ('financial statements') incorporate the results of DP Aircraft I Limited (the "Company") and that of wholly owned subsidiary entities, DP Aircraft Guernsey III Limited, DP Aircraft Guernsey IV Limited (collectively and hereinafter, the 'Borrowers'), each being a Guernsey incorporated company limited by shares and one intermediate lessor company, DP Aircraft UK Limited (the 'Lessor'), a UK incorporated private limited company respectively. The Company and its subsidiaries (the Borrowers and the Lessor) comprise together the Group.
The Company was incorporated on 5 July 2013 with registered number 56941. The Company is admitted to trading on the Specialist Fund Segment of the London Stock Exchange.
The Share Capital of the Company comprises 256,000,000 ordinary shares of no-par value and one Subordinated Administrative Share of no-par value.
The Company's investment objective is to obtain income and capital returns for its shareholders by acquiring, leasing and then, when the Board considers it appropriate, selling aircraft.
The financial statements were approved by the Board of directors and authorised for issue on 24 April 2025.
2) MATERIAL ACCOUNTING POLICY INFORMATION
a) Basis of preparation
These financial statements are prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations ('IFRS') issued by the International Accounting Standards Board ('IASB') and the Disclosure Guidance and Transparency Rules (the 'DTRs') of the UK's Financial Conduct Authority (the 'FCA').
The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires the directors to exercise judgement in applying the Company's accounting policies. The areas where significant judgements and estimates have been made in preparing the financial statements and their effect are disclosed in note 3.
The financial statements are presented in United States Dollars (US$) which is also the functional currency of the Company and its subsidiaries.
Material uncertainty relating to going concern
The directors believe that it is appropriate to prepare these consolidated financial statements on a going concern basis as the current cash flow forecasts demonstrate that the Group, with continued deferral of fees, as outlined below, from some service providers and the recent successful tap issue of $1million has sufficient cash to cover operating costs for a period of at least twelve months from the signing of the consolidated financial statements (the "going concern period").
Should a plausible downside or new scenario develop, additional finance may be required to provide sufficient funding to fund the Group's activities to cover any negotiations with the lenders as further detailed below. The Board will continue to consult with its broker regarding any proposed forward capital needs and its timing.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
2) MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
a) Basis of preparation (continued)
Material uncertainty relating to going concern (continued)
However, given the recent successful tap issue of $1 million, the Board feels that if has sufficient cash to cover operating costs for a period of at least twelve months from the signing of the consolidated financial statements (the "going concern period").
The Board therefore concludes that to sufficiently cover off all going concern scenarios, there is a material uncertainty, however it remains appropriate to prepare the financial statements on a going concern basis.
In making this conclusion, the Board have taken into consideration:
· that Thai Airways have made monthly fixed lease rental payments on time and in full from the start of the revised fixed rental period commencing in January 2023. Further that Thai have reported a consistent return to profitability and have projected that they will exit their formal rehabilitation Period in Q2 2025;
· that given Thai Airways improved performance that the Company will continue to receive US$ 35,000 per aircraft per month as a contribution towards its operating costs with the rest going towards the pay down of the Group's outstanding loan arrangements;
· the continued deferral of some fees by the Board, the Asset Manager and the Broker as noted in note 13;
· as in previous years and as a matter of prudence, the Company will need to consider costs associated with the winding up of the Group should it be required.
New Accounting Standards and interpretations adopted in the reporting period
The following standards and interpretations have been applied where relevant in these consolidated Financial Statements:
• Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Noncurrent, effective for periods commencing on or after 1 January 2024.
• Amendments to IFRS 16 Leases: Liability in a Sale and Leaseback, effective for periods commencing on or after 1 January 2024.
• Amendments to IAS 1 Presentation of Financial Statements: Non-current Liabilities with Covenants, effective for periods commencing on or after 1 January 2024.
• Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements, effective for periods commencing on or after 1 January 2024.
The adoption of these standards has not had a material impact on the consolidated Financial Statements of the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
2) MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
New Accounting Standards and interpretations applicable to future reporting periods
• Amendments to IFRS 7 Financial Instruments: Disclosures: Amendments to the Classification and Measurement of Financial Instruments, Annual Improvements to IFRS Accounting Standards - Volume 11 - Gain or loss on derecognition and Contracts Referencing Nature-dependent Electricity, effective for periods commencing 1 January 2026.
• Amendments to IFRS 9 Financial Instruments: Amendments to the Classification and Measurement of Financial Instruments, Annual Improvements to IFRS Accounting Standards - Volume 11 (Derecognition of lease liabilities and Transaction price) and Contracts Referencing Nature-dependent Electricity, effective for periods commencing 1 January 2026.
• IFRS 10 Consolidated Financial Statements: Annual Improvements to IFRS Accounting Standards - Volume 11 - Determination of a 'de facto agent', effective for periods commencing 1 January 2026.
• IFRS 18 Presentation and Disclosure in Financial Statements: This Standard replaces IAS 1 Presentation of Financial Statements. It carries forward many requirements from IAS 1 unchanged, effective for periods commencing 1 January 2027. The new accounting standard introduces the following key new requirements:
- Entities are required to classify all income and expenses into five categories in the statement of profit and loss, namely operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly-defined operating profit subtotal. Entities net profit will not change as a result of applying IFRS 18.
- Management-defined performance measures (MPMs) are disclosed in a single note in the financial statements.
- Enhanced guidance is provided on how to group information in the financial statements.
- All entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.
• IAS 7 Statement of Cash Flows: Annual Improvements to IFRS Accounting Standards - Volume 11 - Cost method, effective for periods commencing 1 January 2026.
• IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability, effective for periods commencing 1 January 2025.
The Group is still in the process of assessing the impact of the new accounting standard, particularly with respect to the structure of the Group's statement of profit or loss, the statement of cash flows and the additional disclosures required for MPMs.
These standards, amendments or interpretations, except for IFRS18, are not expected to have a material impact on the entity in the current or future reporting periods or on foreseeable future transactions.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
2) MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
b) Basis of consolidation
The financial statements incorporate the financial statements of the Company and the subsidiary undertakings controlled by the Company made up to 31 December each year. Control is achieved where the Company has power over the investee, exposure or rights to variable returns from its involvement with the investee and the ability to use its power to affect the amount of the investor's returns.
When control of a subsidiary undertaking is lost, the assets and liabilities of that subsidiary are deconsolidated at the date of loss of control and a resulting loss or gain on loss of control is reported in profit or loss.
The results of subsidiary undertakings acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal as appropriate. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
c) Property, Plant and Equipment (PPE) - Aircraft and Related Components
Upon delivery, aircraft (the 'Assets') are initially recognised at cost plus initial direct costs which may be capitalised under IAS 16. In accounting for property, plant and equipment, the Group makes estimates about the expected useful lives, the fair value of attached leases and the estimated residual value of aircraft. In estimating useful lives, fair value of leases and residual value of aircraft, the Group relies upon actual industry experience, supported by estimates received from independent appraisers.
Items of PPE are measured at cost less accumulated depreciation and any accumulated impairment losses. If significant parts of an item of PPE have different useful lives, then they are accounted for as separate items of PPE.
d) Depreciation
Depreciation is calculated to write off the cost of items of PPE less their residual values under the straight-line method over their estimated useful lives and is generally recognised in profit or loss.
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
2) MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
e) Lease
When an aircraft is acquired with a lease attached, an evaluation of whether the lease is at fair value is undertaken. A lease premium is recognised when it is determined that the acquired lease terms are above fair value. Lease premiums are recognised as a component of aircraft and are amortised to profit or loss on a straight-line basis over the term of the lease.
The two aircraft leased to Thai Airways International were acquired in 2015 and had a useful economic lease life of 12 years at acquisition. The useful economic lease life since acquisition of 12 years is unchanged as at year end.
The Group's policy is to depreciate the Assets over their remaining lease life (given the intention to sell the Assets at the end of each respective lease) to an appraised residual value at the end of the lease. Residual values are reviewed annually at the beginning of each year, and such estimates are supported by future values determined by three external valuations and discounted by the inflation rate incorporated into those valuations, see note 3 for further details.
f) Operating lease - Group as lessor
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.
The Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, it is an operating lease.
g) Lease rental income
Leases relating to the Aircraft are classified as operating leases where the terms of the lease do not transfer substantially all the risks and rewards of ownership to the lessee. Fixed rental income from operating leases is recognised on a straight-line basis over the term of the lease. Variable rental income is accounted for on an accrual basis. Any modifications to operating leases are accounted for as a new lease from the effective date of the modification, considering any prepaid or accrued lease payments relating to the original lease as part of the lease payments for the new lease.
Initial direct costs incurred in setting up a lease are capitalised to Property, Plant and Equipment and amortised over the lease term.
h) Bank Borrowings and interest expense
Bank borrowings are recognised initially at fair value, net of transaction costs incurred. Bank borrowings are subsequently measured at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised through profit or loss in the consolidated statement of comprehensive income over the period of borrowing using the effective interest rate method.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
2) MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
h) Bank Borrowings and interest expense (Continued)
Bank borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least one year after the reporting date.
Initial direct costs related to bank borrowings are capitalised, presented net against the bank borrowings in the consolidated statement of financial position and amortised to the consolidated statement of comprehensive income over the period of the related loan as part of the effective interest rate.
Where loans are modified, the modification is assessed in line with IFRS 9 to determine whether the modification is substantial. Where the modification is substantial, the existing loan is derecognised and the new loan is recognised at fair value. Where the modification is not substantial, the existing loan is not derecognised. Any difference arising on modification is recognised as a gain or loss within the consolidated statement of comprehensive income regardless of whether the modification is substantial or not.
Interest expense is calculated using the effective interest rate method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period.
The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments (including all fees or amounts paid or received that form an integral part of the effective interest rate, including transaction costs and other premiums or discounts) through the expected life of the financial asset or liability.
i) Restricted Cash
Restricted cash comprises cash held by the Group, but which is ring-fenced or used as security for specific financing arrangements, and to which the Group does not have unfettered access. Restricted cash includes monies received in relation to maintenance provisions and security deposits.
j) Maintenance Reserves Provision
Maintenance reserves are lessee contributions to a retention account held by the lessor which are calculated by reference to the budgeted cost of maintenance and overhaul events (the 'supplemental rentals'). They are intended to ensure that at all times the lessor holds sufficient funds to cover the proportionate cost of maintenance and overhaul of the Asset relating to the life used on the airframe, engines and parts since new or since the last overhaul. During the term of the lease, all maintenance is required to be carried out at the cost of the lessee, and maintenance provisions are required to be released only upon receipt of satisfactory evidence that the relevant qualifying maintenance or overhaul has been completed.
Maintenance reserves are recorded in the consolidated statement of financial position during the term of the lease as a liability. Reimbursements will be charged against this liability as qualifying maintenance work is performed.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
2) MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
j) Maintenance Reserves Provision (continued)
Maintenance reserves are restricted and not distributable until, at the end of the lease, the Group is released from the obligation to make any further reimbursements in relation to the aircraft, and the remaining balance of maintenance provisions, if any, is released through profit or loss as lease related income. On termination of the lease maintenance reserves balance is also released to profit or loss as lease related income.
k) Segmental reporting
The directors are of the opinion that the Group is engaged in a single segment of business, being acquiring, leasing and subsequent selling of aircraft. All significant operating decisions are based upon analysis of the Group as one segment. The financial results from this segment are equivalent to the financial statements of the Group as a whole.
l) Cash and Cash equivalents
Cash and cash equivalents comprise cash balances held for the purpose of meeting short term cash commitments and investments which are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
m) Taxation
Tax is recognised in the Statement of Comprehensive Income, except that a change attributable to an item
of income and expense recognised as other comprehensive income or to an item recognised directly in
equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or
substantively enacted by the reporting date in the countries where the Company operates and generates
income.
n) Trade and other payables
Trade and other payables are initially recognised at the transaction price. If there are any directly attributable transaction costs, they should be included in the initial measurement. After initial recognition, they are measured at amortized cost using the effective interest method.
o) Trade and other receivables
Trade and other receivables are initially recognised at the transaction price plus any directly attributable transaction costs. After initial recognition, they are measured at amortised cost using the effective interest method, adjusted for any impairments.
p) Share Capital
Ordinary shares are classified as equity.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
3) USE OF JUDGEMENTS AND ESTIMATES
The preparation of financial statements in conformity with IFRS requires that the directors make judgements and estimates about the future, that affect the application of the Group's accounting policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
Information about assumptions and estimation uncertainty at 31 December 2024 that have a significant effect of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year are:
Assumptions and estimation uncertainties in the impairment testing of PPE and key assumptions underlying recoverable amounts cost of disposal.
Impairment of property, plant and equipment
An impairment is recognised if the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognised in profit or loss.
At each reporting date, the Group reviews the carrying amounts of its PPE to determine whether there is any indication of impairment. If any such indication exists, then the assets' recoverable amount is estimated. The recoverable amount of an asset is the higher of the value in use and fair value less cost to disposal. In considering the impairment assessment of the Aircraft, the Board concluded that the fair value less costs of disposal was the recoverable amount. The fair value less costs of disposal used in the assessment is based on the full-life market value of each aircraft as determined by 2 independent appraisers given the aircraft have a lease with a full-life return condition attached to them.
The Board considered all possible valuation ranges and concluded that the Thai Aircraft were not impaired as at 31 December 2024 given the average fair value less costs of disposal was greater than the book value of the aircraft. 2 independent appraisers determined that the full life market value of each aircraft as at 31 December 2024 ranges from US$ 59.9m to US$ 72.8m.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
3) USE OF JUDGEMENTS AND ESTIMATES (CONTINUED)
Impairment of property, plant and equipment (continued)
Note, every appraiser has its own opinion of the market and how the market will develop. On a specific aircraft type one appraiser might be more favourable compared to another firm and vice versa. In addition, appraisers obtain their market information from different sources and use different calculation models. This has an influence on future and current market values hence the wide range. In order to eliminate peaks in one or the other direction the Board take the average of the 2 appraisers in determining market values for the aircraft. This approach is consistent with the approach adopted by other market participants (lessors, lenders, etc) and is consistent with prior periods. Given the nature and life of the aircraft this approach is considered to be reasonable. The average market value less selling costs for each aircraft is more than each Aircraft's carrying value. Therefore, no impairment loss has been recognised during the financial year ended 31 December 2024 ( 2023: US$ nil).
The Board also considered if there was any indication that the accumulated impairment recognised in previous years on the Aircraft of US$ 58,839,697 had reversed partially or in full. The Board has concluded that based on the possible ranges of the aircraft valuations, there was no reversal during the year ended 31 December 2024.
The Aircraft are currently in a half-life state which means the airframe, engines, landing gear and other major time/cycle limited components are halfway through their various overhaul and /or life cycles. Note that the aircraft will be returned in a full-life condition on termination of the leases hence full-life market value was used in the impairment assessment.
Depreciation of aircraft
As described in note 2, the Group depreciates the Aircraft on a straight-line basis over the remaining lease life and taking into consideration the estimated residual value at the end of the lease term. The Group engages independent expert valuers (appraisers) each year to provide a valuation of the Aircraft and take into account the average of the valuations provided.
Residual value estimates of the Aircraft were determined by the full life inflated base values at the end of the leases from external valuations and discounted by the inflation rate incorporated into those valuations.
The full life inflated base value is the appraiser's opinion of the underlying economic value of the aircraft in an open, unrestricted, stable market environment with a reasonable balance of supply and demand and assumes full consideration of its 'highest and best use'. The full life inflated values used within the financial statements match up the two lease termination dates (October 2026 and December 2026) and have been discounted by the inflation rate incorporated into the valuations. The residual value of the aircraft does not represent the current fair value of the aircraft.
The residual value estimates at the end of each year are used to determine the aircraft depreciation of future periods. The residual value estimates for aircraft as at 31 December 2024 was US$ 130,173,016 (2023: US$ 122,852,389), carrying value as at 31 December 2024 was US$ 123,681,799 (2023: US$ 124,122,582).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
4) LEASE RENTAL INCOME
|
|
|
|
|
|
|
2024 |
2023 |
|
|
|
US$ |
US$ |
|
|
Straight lining rental income |
8,777,187 |
8,714,249 |
|
|
Total lease rental income |
8,777,187 |
8,714,249 |
|
All lease rental income was derived from Thai Airways and the related two Boeing 787-8 aircraft leased to them.
From 31 December 2022, lease payments are fixed at US$ 510,000 per month until October and December 2026 respectively for each lease.
The lease term has been determined to be the period to October 2026 and December 2026 which is the non-cancellable term of each aircraft lease. The Group's UK subsidiary has cancelled any extension of existing leases with Thai Airways (Thai) beyond 2026. Following the expiration of the Thai leases, the aircraft will be 12 years old with an obligation to return the aircraft in full-life condition.
The contracted cash lease rental payments to be received under non-cancellable operating leases at the reporting date are:
|
|
Boeing 787-8 |
Boeing 787-8 |
|
|
|
Serial No: 35320 |
Serial No: 36110 |
Total |
|
31 Dec 2024 |
US$ |
US$ |
US$ |
|
2025 |
6,120,000 |
6,120,000 |
12,240,000 |
|
2026 |
5,758,065 |
5,067,097 |
10,825,162 |
|
|
11,878,065 |
11,187,097 |
23,065,162 |
|
31 Dec 2023 |
US$ |
US$ |
US$ |
|
2024 |
6,120,000 |
6,120,000 |
12,240,000 |
|
2025 |
6,120,000 |
6,120,000 |
12,240,000 |
|
2026 |
5,758,065 |
5,067,097 |
10,825,162 |
|
|
17,998,065 |
17,307,097 |
35,305,162 |
US$ 6,575,897 (2023: US$ 10,038,709) of the future contracted lease rental payments are recognised as a straight lining lease asset as at year end.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
5) GENERAL AND ADMINISTRATIVE EXPENSES
|
|
2024 |
|
2023 |
|||
|
|
US$ |
|
US$ |
|||
|
Administration fees |
272,434 |
|
227,569 |
|||
|
External accounting services |
12,927 |
|
21,726 |
|||
|
Aircraft agency fees |
- |
|
5,523 |
|||
|
Aircraft valuation fees |
(2,662) |
|
13,266 |
|||
|
Aircraft security trustee fees |
23,988 |
|
25,079 |
|||
|
Audit fees |
155,315 |
|
123,398 |
|||
|
Company broker fees |
167,900 |
|
167,899 |
|||
|
Directors' fees and expenses |
208,782 |
|
196,520 |
|||
|
Insurance costs, including directors' insurance |
56,711 |
|
89,249 |
|||
|
Foreign exchange |
12,602 |
|
26,095 |
|||
|
IT and printing costs |
7,757 |
|
19,036 |
|||
|
Legal and professional expenses |
55,186 |
|
24,221 |
|||
|
Regulatory and Registration fees |
34,494 |
|
4,455 |
|||
|
Registrar fees |
18,744 |
|
26,016 |
|||
|
Other expenses |
27,521 |
|
6,642 |
|||
|
Total ongoing costs |
1,051,699 |
|
976,694 |
|||
|
|
|
|
|
|||
|
Restructuring fees |
- |
|
152,946 |
|||
|
|
|
|
|
|||
|
Total general and administrative expenses |
1,051,699 |
|
1,129,640 |
|||
|
Certain expenses from previous years have been reclassified to better reflect their nature. |
|
|
||||
|
|
|
|
||||
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
6) FINANCE COSTS
|
|
|
|
2024 |
2023 |
|
|
|
|
|
US$ |
US$ |
|
|
Loan interest |
|
|
3,872,695 |
4,494,653 |
|
|
Loan Modification adjustment Loan arrangement fee |
|
- - |
5,042,029 14,993 |
||
|
Total finance costs |
|
|
3,872,695 |
9,551,675 |
|
During the year ended 31 December 2023 there was a restructure of the loans advanced by DekaBank. Management, in line with IFRS 9, assessed whether the modification was substantial or not. The assessment was done on a quantitative basis and compared the net present value of the modified cash flows per the amended loan terms including any fees payable or receivable, discounted at the original effective interest rate, against the carrying value of the loans prior to the modification. A difference of 10% or more would have been considered substantial as is advised in IFRS 9. Management concluded that the modification was not substantial, and a modification adjustment, being the difference between the net present value of the cash flows under the revised terms discounted at the original agreement's effective interest rate and the carrying value of the loans immediately prior to the modification, was made to the existing loan in line with IFRS 9. This totalled US$ 5,042,029 and increased both finance costs and the loans payable at the point of modification. This adjustment recognised a loss in 2023 due to the less favourable terms (primarily interest rate increases) under the modified terms compared to the original terms. As a result of this adjustment, interest is now recognised at the lower original effective interest rate as opposed to the higher modified interest rate.
7) TAXATION
With the exception of DP Aircraft UK Limited, all companies within the Group are exempt from taxation in Guernsey and are charged an annual exemption fee of £1,600 each (2023: £1,600).
DP Aircraft UK Limited are subject to taxation at the applicable rate in the United Kingdom. They recorded a tax expense of US$4,635 during the year compared to a tax benefit of US$3,603 in 2023. The directors do not expect the taxation payable to be material to the Group.
A tax reconciliation has not been presented in these Financial Statements as the effective tax rate is not material and the reconciliation is not relevant to the understanding of the Company's results for the year end.
8) EARNINGS PER SHARE
|
|
|
|
|
|
|
|
|
|
2024 |
2023 |
|
|
|
|
US$ |
US$ |
|
Profit/(Loss) for the year |
|
4,525,060 |
(2,505,687) |
|
|
Weighted average number of shares |
|
239,989,041 |
239,333,333 |
|
|
Earnings/(Loss) per Share |
|
0.01886 |
(0.01047) |
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
9) PROPERTY, PLANT & EQUIPMENT - AIRCRAFT & RELATED COMPONENTS
|
|
Aircraft |
Lease Premium |
Total |
|
|
US$ |
US$ |
US$ |
|
COST |
|
|
|
|
As at 1 January 2024 and 31 December 2024 |
238,731,161 |
17,398,493 |
256,129,654 |
|
|
|
|
|
|
ACCUMULATED DEPRECIATION / AMORTISATION |
|
|
|
|
As at 1 January 2024 |
55,768,882 |
8,200,047 |
63,968,929 |
|
Charge for the year |
440,783 |
- |
440,783 |
|
As at 31 December 2024 |
56,209,665 |
8,200,047 |
64,409,712 |
|
|
|
|
|
|
IMPAIRMENT |
|
|
|
|
As at 1 January 2024 |
58,839,697 |
9,198,446 |
68,038,143 |
|
As at 31 December 2024 |
58,839,697 |
9,198,446 |
68,038,143 |
|
|
|
|
|
|
CARRYING AMOUNT |
|
|
|
|
As at 31 December 2024 |
123,681,799 |
- |
123,681,799 |
|
|
Aircraft |
Lease Premium |
Total |
|
|
US$ |
US$ |
US$ |
|
COST |
|
|
|
|
As at 1 January 2023 and 31 December 2023 |
238,731,161 |
17,398,493 |
256,129,654 |
|
|
|
|
|
|
ACCUMULATED DEPRECIATION / AMORTISATION |
|
|
|
|
As at 1 January 2023 |
54,425,384 |
8,200,047 |
62,625,431 |
|
Charge for the year |
1,343,498 |
- |
1,343,498 |
|
As at 31 December 2023 |
55,768,882 |
8,200,047 |
63,968,929 |
|
|
|
|
|
|
IMPAIRMENT |
|
|
|
|
As at 1 January 2023 |
58,839,697 |
9,198,446 |
68,038,143 |
|
As at 31 December 2023 |
58,839,697 |
9,198,446 |
68,038,143 |
|
|
|
|
|
|
CARRYING AMOUNT |
|
|
|
|
As at 31 December 2023 |
124,122,582 |
- |
124,122,582 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
9) PROPERTY, PLANT & EQUIPMENT - AIRCRAFT & RELATED COMPONENTS (CONTINUED)
As at year end PPE is comprised of two aircraft leased to Thai Airways under an operating lease. Under the terms of the leases that existed during the year, the cost of repair and maintenance of the Assets is to be borne by Thai Airways and Thai Airways has a contractual obligation to return the Assets in a full life condition. However, after expiry or termination of the leases with Thai, the cost of repair and maintenance will fall upon the Group. Therefore, after expiry or termination of the Thai leases, the Group may bear higher costs and the terms of any subsequent leasing arrangements (including terms for repair, maintenance and insurance costs relative to those agreed under the leases) may be less favourable, which could reduce the overall distributions paid to the shareholders.
Refer to note 3 for details regarding residual value estimates. The Group depreciates the aircraft on a straight-line basis over the remaining lease term. The lease term has been determined to end in 2026.
As detailed in note 3, as at 31 December 2024 there is no impairment charge for the year on the aircraft and there are no indications of reversal of prior year impairment either. Refer to note 3 for further details.
The loans entered into by the Group to complete the purchase of the two Thai aircraft are cross collateralised. Each of the loans are secured by way of security taken over each of the two aircraft.
10) RESTRICTED CASH
|
|
|
|
2024 |
2023 |
|
Current assets |
|
|
US$ |
US$ |
|
Security deposit accounts |
|
|
101 |
97 |
|
Lease rental accounts |
|
|
1,161,561 |
1,093,662 |
|
|
|
|
1,161,662 |
1,093,759 |
|
Non-current assets |
|
|
|
|
|
Maintenance reserves accounts |
|
16,624,501 |
15,735,805 |
|
|
Total restricted cash |
|
|
17,786,163 |
16,829,564 |
Maintenance reserves held at reporting date, are to be used solely to cover costs related to the maintenance of the two aircraft. During the year, the Company has been notified by Thai Airways of $553,248 that is to be recovered following the Thai Business Rehabilitation which had previously been written off. Accordingly, a debtor for this amount has been reinstated for this.
The majority of security deposits were transferred to Lease Rental Accounts during the prior period and are being used to service loan payments due to DekaBank in accordance with the DekaBank financing arrangements. Monies received into the Lease Rental Accounts during the fixed rent period are to be transferred into Borrower Rental Accounts and applied in a specific manner as agreed between DekaBank and the Group.
Access to the Lease Rental Accounts, Security deposit accounts and Maintenance reserves accounts is physically restricted by DekaBank therefore these monies are classified as restricted cash.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
11) TRADE AND OTHER RECEIVABLES
|
|
|
|
2024 |
2023 |
|
|
|
|
US$ |
US$ |
|
Prepayments |
|
|
50,624 |
61,914 |
|
Maintenance reserve receivable (note 12) |
|
|
484,092 |
- |
|
Straight-lining lease asset |
|
|
6,575,897 |
10,038,709 |
|
Total trade and other receivables |
|
|
7,110,613 |
10,100,623 |
|
Less: Expected credit loss on straight lining lease asset |
(394,554) |
(1,103,254) |
||
|
Less: Expected credit loss on maintenance reserve receivable |
(29,045) |
- |
||
|
Net trade and other receivables |
|
|
6,687,014 |
8,997,369 |
Current and non-current split as at year end is as follows:
|
|
|
|
2024 |
2023 |
|
Current assets |
|
|
US$ |
US$ |
|
Prepayments |
|
|
50,624 |
61,914 |
|
Straight-lining lease asset |
|
|
3,277,586 |
3,082,249 |
|
|
|
|
3,328,210 |
3,144,163 |
|
Non-current assets |
|
|
|
|
|
Straight-lining lease asset Maintenance reserve receivable |
|
|
2,903,757 455,047
|
5,853,206 - |
|
|
|
|
3,358,804 |
5,853,206 |
|
Trade and other receivables |
|
|
6,687,014 |
8,997,369 |
The Group has assessed the straight-lining lease asset and maintenance provision receivables for impairment. This balance represents the result of straight lining of future fixed Thai lease payments over the lease term. The Group has performed an assessment on the straight-lining lease asset taking into account current and future information relating to the airline industry as well as the lessee specifically and concluded that the impairment provision as at 31 December 2024 is US$ 394,554 (2023: US$ 1,103,254).
For the maintenance reserve receivable, the Company has also assessed the receivable balance for impairment, as at 31 December 2024, an impairment provision of US$ 29,045 was debited to statement of comprehensive income.
With the ongoing progress on Thai Airways' Rehabilitation Plan, it has been agreed that the Group is entitled to recover unpaid maintenance reserves owed by Thai Airways from previous years amounting to US$ 553,248. This amount will be paid in eight equal instalments beginning in June 2024 and will continue every 6 months up to December 2027. US$ 69,156 was paid during the year. The outstanding receivable has been recognised in full as of the end 31 December 2024.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
Movements in the impairment provision for trade receivables is as follows:
|
|
|
|
2024 |
2023 |
|
|
|
|
US$ |
US$ |
|
Opening provision on Straight lining lease asset |
|
|
(1,103,254) |
(1,486,453) |
|
Expected credit loss on straight lining lease asset |
|
|
708,700 |
383,199 |
|
Closing provision on Straight lining lease asset |
|
|
(394,554) |
(1,103,254) |
|
Expected credit loss on maintenance reserve receivable |
|
|
(29,045) |
- |
|
Total impairment provision for trade receivables |
|
|
(423,599) |
(1,103,254) |
12) MAINTENANCE RESERVES PROVISION
The maintenance reserves receivable relates to funds received from Thai Airways reserved for covering the cost of maintenance. Effective 15 June 2021, the Group no longer receives maintenance reserves contributions from the lessee in line with the updated lease terms. During the year, the Company has been notified by Thai Airways of US$553,248 that is to be recovered following the Thai Business Rehabilitation which had previously been written off. Accordingly, US$69,156 was paid during the year while a debtor for US$484,092 has been reinstated (note 11).
13) TRADE AND OTHER PAYABLES
|
|
2024 |
2023 |
|
Current |
US$ |
US$ |
|
Accruals and other payables |
266,204 |
255,581 |
|
Asset Manager fees payable (note 22) |
431,651 |
283,011 |
|
Broker fees payable |
518,701 |
321,809 |
|
Director fees payable (note 21) |
221,251 |
225,105 |
|
Taxation payable |
3,784 |
6,560 |
|
|
1,441,591 |
1,092,066 |
|
Non-current |
- |
-
|
|
Total trade and other payables |
1,441,591 |
1,092,066 |
All directors, brokers fees and most of the asset manager fees have been classified as current liabilities under IFRS but these creditors have agreed the amounts are not payable within twelve months. It is however noted that these liabilities take preference over any distributions to shareholders.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
14) BANK BORROWINGS
|
|
2024 US$ |
2023 US$ |
|
Current liabilities: Bank interest payable and Bank borrowings |
8,096,300 |
7,684,502 |
|
Non-current liabilities: Bank borrowings |
77,088,618 |
85,027,721 |
|
Total liabilities |
85,184,918 |
92,712,223 |
|
|
|
|
|
The borrowings are repayable as follows: |
|
|
|
Interest payable
|
158,546 |
183,992 |
|
Within one year |
7,937,754 |
7,500,510 |
|
In two to five years |
77,088,618 |
85,027,721 |
|
Total Bank borrowings |
85,184,918 |
92,712,223 |
The table below analyses the movements in the Group's bank borrowings:
|
|
2024 |
2023 |
|
|
US$ |
US$ |
|
Opening balance |
92,528,231 |
98,304,863 |
|
Loan modification adjustment (note 6) |
- |
5,042,029 |
|
Repayment of loan |
(6,035,672) |
(9,556,363) |
|
Amortisation of deferred finance costs |
(1,466,187) |
(1,262,298) |
|
Principal Bank borrowings |
85,026,372 |
92,528,231 |
|
Interest payable |
158,546 |
183,992 |
|
Total Bank borrowings |
85,184,918 |
92,712,223 |
The table below sets out an analysis of net debt and the movements in net debt for the year ended 31 December 2024.
|
|
|
Cash and cash equivalents |
Principal |
Interest |
Net Debt |
|
|
|
US$ |
US$ |
US$ |
US$ |
|
At 1 January 2024 |
|
914,505 |
(92,528,231) |
(183,992) |
(91,797,718) |
|
Cash flows |
|
738,140 |
6,035,672 |
5,364,328 |
12,138,140 |
|
Non cash: - |
|
|
|
|
|
|
Modification adjustment |
|
- |
- |
- |
- |
|
Amortisation adjustment |
|
- |
1,466,188 |
(1,466,188) |
- |
|
Interest charge |
|
- |
- |
(3,872,695) |
(3,872,695) |
|
At 31 December 2024 |
|
1,652,645 |
(85,026,371) |
(158,547) |
(83,532,273) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
14) BANK BORROWINGS (CONTINUED)
|
|
|
Cash and cash equivalents |
Principal |
Interest |
Net Debt |
|
|
|
US$ |
US$ |
US$ |
US$ |
|
At 1 January 2023 |
|
1,479,541 |
(98,304,863) |
(181,493) |
(97,006,815) |
|
Cash flows |
|
(565,036) |
9,556,363 |
5,769,445 |
14,760,772 |
|
Non cash: - |
|
|
|
|
|
|
Modification adjustment |
|
- |
(5,042,029) |
- |
(5,042,029) |
|
Amortisation adjustment |
|
- |
1,262,298 |
(1,262,298) |
- |
|
Interest charge |
|
- |
- |
(4,494,653) |
(4,494,653) |
|
Loan arrangement fee |
|
- |
- |
(14,993) |
(14,993) |
|
At 31 December 2023 |
|
914,505 |
(92,528,231) |
(183,992) |
(91,797,718) |
DekaBank
On 6 May 2021, subsequent to the LOI being entered into by the Group and Thai as described in the summary in pages 4-7, the Group and DekaBank amended and restated the existing loan facility agreements in respect of the Thai aircraft to accommodate the new lease terms, First Amendment and Restatement to the Loan Agreements. Repayments of principal were deferred until after the end of the PBH arrangement (31 December 2022), and a new repayment schedule was to be renegotiated close to the end of the PBH arrangement.
On 7 February 2023, the Group and DekaBank entered into a Second Amendment and Restatement to the Loan Agreement in which the parties agreed on the following main terms:
· The total loan amount outstanding was split into two tranches:
o Facility A loan of US$ 61,144,842, made up of MSN 35320 loan of US$ 31,099,453 and MSN 36110 loan of US$ 30,045,389. The Facility A loan amortizes to a combined balloon of US$ 33,947,878 and represents the scheduled debt.
o Facility B loan of US$ 35,504,024 (non-amortizing), made up of MSN 35320 loan of US$ 17,366,650 and MSN 36110 loan of US$ 18,137,374. The Facility B loan will be settled as a balloon payment at the end of the loan term in 2026.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
14) BANK BORROWINGS (CONTINUED)
· USD 2.36m of surplus cash generated under the PBH period was used to immediately repay debt on the amortizing Facility A loan in February 2023, while an agreed cash reserve of US$ 500,000 per aircraft will be retained to cover unforeseen costs going forward.
· the interest rate swap in place for the scheduled debt was dissolved at no net gain or loss.
· the MSN 35320 and MSN 36110 Facility A loans bear fixed interest rates of 6.61% and 6.89% respectively.
· the MSN 35320 and MSN 36110 Facility B loans bear fixed interest rates of 5.26% and 5.42% respectively.
· From the monthly fixed lease rental of US$ 510,000 per aircraft (which denotes the maximum amount the Company can earn in operations per month), US$ 475,000 is contractually restricted so that those funds are only payable to the lenders, while the remaining US$ 35,000 per aircraft can be retained by the company to contribute towards ongoing fixed costs of the Company.
The MSN 35320 loan and the MSN 36110 loan have a final maturity date of 9 December 2026 and 29 October 2026 respectively.
Restructuring fees of up to US$ 600,000 associated with the second amendment and restatement may potentially be paid after the eventual remarketing of the aircraft, subject to surplus sales proceeds being realised. While there are covenants attached to the loans, there has been no issues of non-compliance within the period.
15) SHARE CAPITAL
Company's authorised share capital is unlimited.
|
Year ended 31 December 2024 |
Subordinated |
|
|
|
|
Administrative |
Ordinary |
|
|
|
Share |
Shares |
Total |
|
Issued and fully paid (no par value shares): |
Number |
Number |
Number |
|
|
|
|
|
|
Shares as at 1 January 2024 |
1 |
239,333,333 |
239,333,334 |
|
Shares issued during the year |
- |
16,666,667 |
16,666,667 |
|
Shares as at 31 December 2024 |
1 |
256,000,000 |
256,000,001 |
|
|
|
|
|
|
|
US$ |
US$ |
US$ |
|
Share capital as at 1 January 2024 |
- |
211,279,828 |
211,279,828 |
|
Proceeds from the issue of shares |
- |
1,000,000 |
1,000,000 |
|
Issue costs paid |
- |
(26,082) |
(26,082) |
|
Share capital as at 31 December 2024 |
- |
212,253,746 |
212,253,746 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
15) SHARE CAPITAL (Continued)
|
|
|
|
|
|
Year ended 31 December 2023 |
Subordinated |
|
|
|
|
Administrative |
Ordinary |
|
|
|
Share |
Shares |
Total |
|
Issued and fully paid (no par value shares): |
Number |
Number |
Number |
|
|
|
|
|
|
Shares as at 1 January 2023 |
1 |
239,333,333 |
239,333,334 |
|
Shares as at 31 December 2023 |
1 |
239,333,333 |
239,333,334 |
|
|
|
|
|
|
|
US$ |
US$ |
US$ |
|
Share capital as at 1 January 2023 |
- |
211,279,828 |
211,279,828 |
|
Share capital as at 31 December 2023 |
- |
211,279,828 |
211,279,828 |
Subject to the applicable company law and the Company's Articles of Incorporation, the Company may issue an unlimited number of shares of par value and/or no par value or a combination of both. The Subordinated Administrative Share is held by DS Aviation GMBH.co.kg (the Asset Manager).
Holders of Subordinated Administrative Shares are not entitled to participate in any dividends and other distributions of the Company. On a winding up of the Company the holders of the Subordinated Administrative Shares are entitled to an amount out of the surplus assets available for distribution equal to the amount paid up, or credited as paid up, on such shares after payment of an amount equal to the amount paid up, or credited as paid up, on the Ordinary Shares to the Shareholders. Holders of Subordinated Administrative Shares shall not have the right to receive notice of and have no right to attend, speak and vote at general meetings of the Company except if there are no Ordinary Shares in existence.
The directors are entitled to issue and allot C Shares. No C Shares have been issued since the Company was incorporated.
On 13 July 2022, the Company raised gross proceeds of $750,000 through the issue of 30,000,000 new ordinary shares in the capital of the Company at a price of US$0.025 per new ordinary share.
On 11 November 2024, the Company raised gross proceeds of US$ 1 million through the issue of 16,666,667 new ordinary shares in the capital of the Company at a price of US$0.06 per new ordinary share.
16) ACCUMULATED LOSSES
The movements in the Group's accumulated losses are shown on page 58.
Accumulated losses comprise accumulated profits and losses over time.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
17) DIVIDENDS
The dividends declared and paid during the year ended 31 December 2024 are US$ nil (2023: US$ nil).
On 3 April 2020, the Company announced a suspension of dividends until further notice due to the impact of Covid-19 in global aviation and especially with long haul operations. The suspension is continuing and as noted in Summary report on pages 4 to 7, there is no realistic prospect of the Company's shareholders receiving a dividend or other distribution.
18) INVESTMENT IN SUBSIDIARY UNDERTAKINGS
The Company's investments in subsidiaries, all of which have been included in these consolidated financial statements, are as follows:
|
Name |
Date of Incorporation |
Country of Incorporation |
Proportion of ownership interest at 31 December 2024 |
|
DP Aircraft Guernsey III Limited |
21 May 2015 |
Guernsey |
100% |
|
DP Aircraft Guernsey IV Limited |
21 May 2015 |
Guernsey |
100% |
|
DP Aircraft UK Limited |
14 April 2015 |
United Kingdom |
100% |
19) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The following table details the categories of financial instruments held by the Group at the reporting date:
|
|
2024 |
2023 |
|
|
US$ |
US$ |
|
Cash and cash equivalents |
1,652,645 |
914,505 |
|
Restricted cash |
17,786,163 |
16,829,564 |
|
Trade and other receivables (excluding prepayments and straight-lining lease asset) |
484,092 |
- |
|
Financial assets measured at amortised cost |
19,922,900 |
17,744,069 |
|
|
|
|
|
Financial liabilities |
|
|
|
Bank borrowings |
85,184,917 |
92,712,223 |
|
Maintenance reserves provision |
15,451,700 |
14,829,296 |
|
Trade and other payables (excluding tax) |
1,437,807 |
1,092,066 |
|
Financial liabilities measured at amortised cost |
102,074,424 |
108,633,585 |
The primary risks arising from the Group's financial instruments are capital management, credit risk, market risk and liquidity risk. The principal nature of such risks is summarised below. The Group's main financial instruments as at year end comprised of cash and cash equivalents, restricted cash, maintenance reserves payable and bank loans.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
19) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
Capital Management
The capital managed by the Group comprises the ordinary shares and the subordinated administrative shares. The Company is not subject to externally imposed capital requirements.
Until COVID-19 and the impact on the aircraft industry and the lessees, income distributions were generally made quarterly, subject to compliance with Applicable Law and regulations, in February, May, August and November of each year. The Company aimed to make a distribution to investors of US$ 0.0225 per share per quarter. As a result of the COVID-19 pandemic impact on global aviation and especially its lessees, the Group has suspended dividends until further notice to help preserve liquidity.
Credit risk
Credit risk is the risk that a significant counterparty will default on its contractual obligations. The Group's
main counterparty during the year was Thai Airways as lessee and provider of income. The Group, through the Asset Manager, mitigates credit risk related to Thai Airways through regular monitoring of Thai's use of the aircraft, review of Thai's financial position, performance, and prospects and through a general review of the performance of the airline market.
The Group assesses the probability of Thai defaulting under different scenarios and the losses that would be incurred under those different scenarios. The probability of each default scenario occurring and the related loss that would be incurred under that scenario is determined taking into account Thai's historic financial position, performance and future prospects. The general performance of the Thai economy and the overall airline industry is also considered in the assessment.
The Group has recognised a gross straight lining lease asset as at 31 December 2024 of US$ 6,575,897 (2023: US$ 10,038,709). A provision is recognised against this straight lining lease asset as at 31 December 2024 of US$ 394,554 (2023: US$ 1,103,254). ECL of US$ 29,045 was also recognised on the maintenance reserve receivable of the gross amount of US$ 553,248 in the year. Refer to note 11 for further details.
Whilst the Board expect that the approved Thai rehabilitation plan will succeed, the final outcome of these proceedings is unknown, refer to the Asset Manager Report on pages 13 to 28 for more details regarding the rehabilitation process. Failure of any material part of the rehabilitation plan may have an adverse impact on its ability to comply with its obligations under the lease (see note 4 for details re obligations of lessee).
Cash and restricted cash are all held at DekaBank. The credit rating of DekaBank by Moody's is Aa1 (2023: Aa2). The lessees do not maintain a credit rating.
The carrying amount of financial assets measured at amortised cost recorded in the financial statements represents the Group's maximum exposure to credit risk. The Group holds no collateral as security or any other credit enhancements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
19) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
Market risk - interest rate risk
Interest rate risk arises on the Group's various interest-bearing assets and liabilities from changes in the general economic conditions of the market from time to time. The bank borrowings have the most significant interest impact on the Group. As detailed in note 14, the Group's bank borrowings were amended and restated in the prior year. As part of the amendment and restatement, interest rates were set at fixed rates. Therefore, the Group's interest rate exposure is currently limited only to the restricted cash and bank balances which earn an immaterial amount of interest. As a result, the Group has no material exposure to interest rate risk subsequent to year end.
A 0.25% increase or decrease in interest rates on all interest-bearing financial instruments would result in an increase or decrease in net finance costs for the year of US$ 162,759 (2023: US$ 186,960).
The following table details the Group's exposure to interest rate risk as at year end:
|
|
|
|
Non-interest |
|
|
|
|
Fixed rate |
Variable rate |
bearing |
|
|
|
31 December 2024 |
instruments |
instruments |
instruments |
Total |
|
|
|
US$ |
US$ |
US$ |
US$ |
|
|
Restricted cash |
- |
17,786,163 |
- |
17,786,163 |
|
|
Trade and other receivables (excluding prepayments and straight-lining lease asset) |
- |
484,092 |
- |
484,092 |
|
|
Cash and cash equivalents |
- |
1,652,645 |
- |
1,652,645 |
|
|
Total financial assets |
- |
19,922,900 |
- |
19,922,900 |
|
|
|
|
|
|
|
|
|
Trade and other payables (excluding ta payable) |
- |
- |
(1,437,807) |
(1,437,807) |
|
|
Maintenance reserves provision |
- |
- |
(15,451,700) |
(15,451,700) |
|
|
Bank borrowings* |
(85,026,371) |
- |
(158,546) |
(85,184,917) |
|
|
Total financial liabilities |
(85,026,371) |
- |
(17,048,053) |
(102,074,424) |
|
|
Total interest rate sensitivity gap |
(85,026,371) |
19,922,900 |
|
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
19) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
Market risk - interest rate risk (continued)
|
|
|
|
Non-interest |
|
|
|
|
Fixed rate |
Variable rate |
bearing |
|
|
|
31 December 2023 |
instruments |
instruments |
instruments |
Total |
|
|
|
US$ |
US$ |
US$ |
US$ |
|
|
Restricted cash |
- |
16,829,564 |
- |
16,829,564 |
|
|
Cash and cash equivalents |
- |
914,505 |
- |
914,505 |
|
|
Total financial assets |
- |
17,744,069 |
- |
17,744,069 |
|
|
|
|
|
|
|
|
|
Trade and other payables |
- |
- |
(1,092,066) |
(1,092,066) |
|
|
Maintenance reserves provision |
- |
- |
(14,829,296) |
(14,829,296) |
|
|
Bank borrowings* |
(92,528,231) |
- |
(183,992) |
(92,712,222) |
|
|
Total financial liabilities |
(92,528,231) |
- |
(16,105,354) |
(108,633,585) |
|
|
Total interest rate sensitivity gap |
(92,528,231) |
17,744,069 |
- |
- |
|
Market risk - foreign currency risk
The Group's exposure to foreign currency risk is not significant as its cash flows are predominantly in US$ which is the functional currency of the company and subsidiaries, and presentation currency of the Group.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting its obligations in respect of its financial liabilities. The Group's main financial commitments are the loans due to DekaBank as well as meeting its ongoing operating expenses.
Liquidity risk management
In the event that the Leases are terminated as a result of a default by Thai Airways, there is a risk that the Group will not be able to remarket the Assets successfully within the remarketing period specified in the loan agreements and that the Group will not have sufficient liquidity to comply with its obligations under the Loan Agreements. This may lead to a continued suspension in distributions paid on the shares and/or a reduction in the value of the shares and have an adverse effect on the Group and could ultimately result in the Dekabank enforcing their security and selling the relevant Asset or Assets on the market. There can be no guarantee that the Group will be able to re-lease the Assets on terms equivalent to the existing leases, which may have an adverse effect on the Group and its ability to meet its investment objective and its dividend target. Accordingly, were any or all of the Assets to be re-leased on less favourable terms, this may have an adverse effect on the Group and its share price. The Group monitors the impact of its obligations, including the Dekabank loan, on liquidity through cash flow forecasts which are prepared on a monthly basis.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
19) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
Liquidity risk management (continued)
The following table details the contractual maturity analysis of the Group's financial liabilities as at 31 December 2024. The amounts are contractual undiscounted cash flows and therefore will not agree directly to the balances in the consolidated statement of financial position as at 31 December 2024.
|
31 December 2024 |
Next 12 months |
2-5 years |
Total |
|
|
US$ |
US$ |
US$ |
|
Bank borrowings and interest |
(11,400,000) |
(79,901,902) |
(91,301,902) |
|
Maintenance reserves provision |
- |
(15,451,700) |
(15,451,700) |
|
Trade and other payables |
(1,441,591) |
- |
(1,441,591) |
|
Total |
(12,841,591) |
(95,353,602) |
(108,195,193) |
|
31 December 2023 |
Next 12 months |
2-5 years |
Total |
|
|
US$ |
US$ |
US$ |
|
Bank borrowings and interest |
(11,400,000) |
(91,301,902) |
(102,701,902) |
|
Maintenance reserves provision |
- |
(14,829,296) |
(14,829,296) |
|
Trade and other payables |
(1,092,066) |
- |
(1,092,066) |
|
Total |
(12,492,066) |
(106,131,198) |
(118,623,264) |
In addition to the bank loans, the Group may from time-to-time use borrowings. To this end the Group may arrange an overdraft facility for efficient cash management. The directors intend to restrict borrowings other than the bank loans to an amount not exceeding 15 percent of the net asset value of the Group at the time of drawdown.
Borrowing facilities will only be drawn down with the approval of the directors on a case-by- case basis. The directors may also draw down on an overdraft facility for extraordinary expenses determined by them, on the advice of the Asset Manager, to be necessary to safeguard the overall investment objective. With the exception of the loans, the directors have no intention, as at the date of this report, to use such borrowings or overdraft facility for structural investment purposes.
No right of redemption or repurchase
Shareholders have no right to have their shares redeemed or repurchased by the Company at any time. Shareholders wishing to realise their investment in the Company would be required to dispose of their shares on the stock market. Accordingly, the ability of shareholders to realise the Net Asset Value of, or any value in respect of, their shares is mainly dependent on the existence of a liquid market in the shares and the market price of such shares.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
20) FAIR VALUE MEASUREMENT
The accounting policies and basis of measurement in respect of financial instruments are detailed in note 2.
Financial assets and financial liabilities at amortised cost
The fair value of cash and cash equivalents, trade and other receivables (excluding prepayment and straight lining lease asset), restricted cash and interest payable approximate their carrying amounts due to the short-term maturities of these instruments.
21) RELATED PARTY TRANSACTIONS
The directors who served during the year received the following remuneration:
|
|
2024 US$ |
2023 US$ |
|
Jonathan Bridel (Chairman) |
86,039 |
78,608 |
|
Jeremy Thompson (Chairman of the Audit Committee and Senior Independent Director) |
63,445 |
62,950 |
|
Harald Brauns (Chairman of the Management Engagement Committee) |
59,298 |
62,950 |
|
Robert Knapp |
- |
- |
|
Total |
208,782 |
204,508 |
Up to 30 September 2022, 10% of base fees and all extra fees were not paid by way of cash payments but were deferred to be settled in the future or to be paid by way of equity. There has been no settlement of director remuneration via the issue of equity in the current year (2023: US$ nil) and the deferred fees remain outstanding as at 31 December 2024 (see note 13).
Robert Knapp was appointed with effect from 23 May 2024, he will not receive any fees but is able to claim
for any expenses incurred in relation to DP Aircraft up to $15,000 per annum, plus the cost of attending one industry conference per annum.
During the year, the total fees and expenses for directors amounted to US$208,782(2023: US$204,508). Due to the deferral of fees, the outstanding directors' fees payable at year end was US$221,251 (2023: US$225,105).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
21) RELATED PARTY TRANSACTIONS (continued)
Base annual fees are as follows:
|
Annual Fees |
Jan 24 to Dec 24 |
Jan 23 to Dec 23 |
|
|
Jonathan Bridel |
£61,750 |
£61,750 |
|
|
Jeremy Thompson |
£49,450 |
£49,450 |
|
|
Harald Brauns |
£49,450 |
£49,450 |
|
|
Robert Knapp |
N/A |
N/A |
|
*Note: directors fees were payable in GBP, the financial statements are presented in USD
The directors interests in the shares of the Company as at 31 December 2024 are set out below:
|
|
Number of ordinary shares 31 December 2024 |
Number of ordinary shares 31 December 2023 |
|
Connected parties of Jon Bridel |
90,000 |
90,000 |
|
Jeremy Thompson |
15,000 |
15,000 |
|
Robert Knapp |
73,186,272 |
N/A |
Mr Knapp represents Ironsides Partners LLC who currently have an interest of 73,186,272 shares in the Company.
There has been no distribution of dividends to the directors during the year ended 31 December 2024 (2023:US$ nil)
22) MATERIAL CONTRACTS
Asset Management Agreement
The Asset Management Agreement dated 19 September 2013, between the Group and DS Aviation was initially amended on 5 June 2015 to reflect the acquisition of two new aircraft. A second amendment via a side letter, effective 1 January 2021, was made to the Asset Management Agreement on 7 May 2021.
Disposal fee
The initial amendment provides a calculation methodology for the disposal fee which will only become payable when both Assets have been sold after the expiry of the second Thai Airways lease in December 2026.
The fee will be calculated as a percentage of the aggregate net sale proceeds of the asset, such percentage rate depending upon the Initial Investor Total Asset Return per share being the total amount distributed to an initial investor by way of dividend, capital return or otherwise over the life of the Company. If each of the Assets is sold subsequent to the expiry of their respective leases, the percentage rate shall be:
· Nil if the Initial Investor Total Asset Return per Share is less than 205%;
· 1.5% if the Initial Total Asset Return per Share equals or exceeds 205% but is less than 255%;
· 2% if the Initial Total Asset Return per Share equals or exceeds 255% but is less than 305%; or
· 3% if the Initial Total Asset Return per Share equals or exceeds 305%.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
22) MATERIAL CONTRACTS (continued)
Management fees
In the event that any of the Assets are sold prior to the expiry of its lease the percentage hurdles set out above will be adjusted on the following basis:
· An amount will be deducted in respect of each Asset sold prior to the expiry of its lease, equal to the net present value of the aggregate amount of dividends per Share that were targeted to be paid but were not paid as a result of the early divestment of the relevant Asset; and
· A further amount will be deducted, in respect of each Asset sold prior to the expiry of its lease, equal to the amount by which the proportion of the non-dividend component of the relevant percentage hurdle attributable to the relevant Asset would need to be reduced in order to meet its net present value.
Per the second amendment, payment of any Disposal Fee per above (if any) in connection with the sale of
any of the Assets that were under receivership is subordinated to the DekaBank loans and will only become payable after the loans (including the deferred element) have been repaid or prepaid in full.
The disposal fee is a cash-settled payment to the Asset Manager.
The Asset Manager is paid a monthly base fee of US$ 15,085 (US$ 16,666 up to 31 December 2020) per asset in respect of the two Assets that are currently held by the Group, increasing by 2.5 per cent per annum from May 2021.
In the year ended 31 December 2024 Asset Management fees totalled US$ 478,407 (2023: US$ 450,890) of which US$ 431,651 (note 13) was due at 31 December 2024 (2023: US$ 283,011).
Administration Agreement
The Administrator of the Company is Aztec Financial Services (Guernsey) Limited. Aztec Financial Services (Guernsey) Limited and Aztec Financial Services (UK) Limited provide administration services to the Company's underlying subsidiaries. These administrator companies are collectively known as the "Administrators".
Total fees charged by the Administrators during the year were US$ 272,434 (2023:US$ 249,295) US$ 29,998 remained payable at 31 December 2023.
The Administrators have the right to be reimbursed from the Company for any reasonable out of pocket expenses incurred in carrying out their responsibilities.
Directors' fees
Details of the fees paid to the directors are included in note 21.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
23) SUBSEQUENT EVENTS
New Lease Agreements with LOT Polish Airlines:
Subsequent to the year end the group has established two new wholly owned subsidiaries, DP Aircraft Ireland MSN 35320 Limited and DP Aircraft Ireland MSN 36110 Limited. On the 27 March 2025, these subsidiaries have entered into 12-year lease agreements with LOT Polish Airlines for the two Boeing 787-8 aircraft.
The New leases with LOT will commence in October and December 2026 respectively. The leases will be for 12 years and the lease payments are structured with a fixed rate for the first eight years and a reduced rate for the final four years, totalling approximately $168 million.
The Group's UK subsidiary has cancelled any extension of existing leases with Thai Airways (Thai) beyond 2026. Following the expiration of the Thai leases, the aircraft will be 12 years old with an obligation to return the aircraft in full-life condition.
COMPANY INFORMATION
|
Directors |
Jonathan Bridel |
|
|
Jeremy Thompson |
|
|
Harald Brauns |
|
|
Robert Knapp |
|
|
|
|
Registered Office |
East Wing |
|
|
Trafalgar Court |
|
|
Les Banques |
|
|
St Peter Port |
|
|
Guernsey |
|
|
GY1 3PP, Channel Islands |
|
|
|
|
Asset Manager |
DS Aviation GmbH & Co. KG |
|
|
Stockholmer Allee 53 |
|
|
44269 Dortmund |
|
|
Germany |
|
|
|
|
Solicitors to the Company |
Norton Rose Fulbright LLP |
|
(as to English law) |
3 More London Riverside |
|
|
London |
|
|
SE1 2AQ, United Kingdom |
|
|
|
|
Advocates to the Company |
Mourant |
|
(as to Guernsey law) |
Royal Chambers |
|
|
St Julian's Avenue |
|
|
St Peter Port |
|
|
Guernsey |
|
|
GY1 4HP, Channel Islands |
|
|
|
|
Auditor |
KPMG Channel Islands Limited |
|
|
Glategny Court |
|
|
Glategny Esplanade |
|
|
St Peter Port |
|
|
Guernsey |
|
|
GY1 1WR, Channel Islands |
|
Administrator and Company Secretary |
Aztec Financial Services (Guernsey) Limited |
|
|
East Wing |
|
|
Trafalgar Court |
|
|
Les Banques |
|
|
St Peter Port |
|
|
Guernsey |
|
|
GY1 3PP, Channel Islands |
|
|
|
|
Corporate Broker |
Investec Bank plc |
|
|
30 Gresham Street |
|
|
London |
|
|
EC2V 7QP, United Kingdom |
THE FOLLOWING PAGES DO NOT FORM PART OF THE AUDITED FINANCIAL STATEMENTS
APPENDIX 1 - ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE
|
REGULATORY REFERENCE |
DOCUMENT NAME, PAGE AND REFERENCE |
|
(a) a description of the investment strategy and objectives of the AIF; |
Prospectus, page 38, Information on the Company. |
|
if the AIF is a feeder AIF, information on where the master AIF is established; |
Not applicable. |
|
if the AIF is a fund of funds, information on where the underlying funds are established; |
Not applicable. |
|
a description of the types of assets in which the AIF may invest; |
Prospectus, page 38, Information on the Company. |
|
the investment techniques that the AIF, or the AIFM on behalf of the AIF, may employ and all associated risks; |
Prospectus, page 38, Information on the Company. Prospectus, pages 18-31, risk factors. |
|
any applicable investment restrictions; |
Prospectus, page 24, risk relating to an investment in the shares |
|
the circumstances in which the AIF may use leverage; |
Prospectus, page 20, Risk of Debt Financing. |
|
the types and sources of leverage permitted and the associated risks; |
Prospectus, page 20, Risk of Debt Financing. |
|
any restrictions on the use of leverage and any collateral and asset reuse arrangements; and |
Prospectus, page 20, Risk of Debt Financing. |
|
the maximum level of leverage which the AIFM is entitled to employ on behalf of the AIF; |
Prospectus, page 20, Risk of Debt Financing. |
|
(b) a description of the procedures by which the AIF may change its investment strategy or investment policy, or both; |
Prospectus, page 38, Investment Policy. |
|
(c) a description of the main legal implications of the contractual relationship entered into for the purpose of investment, including information on jurisdiction, the applicable law and the existence or absence of any legal instruments providing for the recognition and enforcement of judgments in the territory where the AIF is established; |
Prospectus, page 80, Part IX, The Loans and the Loan Agreements. Prospectus, page 57, Part IV, Definitions. |
|
(d) the identity of the AIFM, the AIF's depositary, the auditor and any other service providers and a description of their duties and the investors' rights; |
Prospectus, page 36, Directors and Advisers.
|
|
(e) a description of how the AIFM complies with the AIFMD's requirements relating to professional liability risk; |
Prospectus, page 135-139, Representation and Warranties |
APPENDIX 1 - ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (CONTINUED)
|
REGULATORY REFERENCE |
DOCUMENT NAME, PAGE AND REFERENCE |
|
(f) a description of: |
|
|
any AIFM management function delegated by the AIFM; |
Not applicable. |
|
any safe-keeping function delegated by the depositary; |
Not applicable. |
|
the identify of each delegate appointed; and |
Not applicable. |
|
any conflicts of interest that may arise from such delegations; |
Not applicable. |
|
(g) a description of the AIF's valuation procedure and of the pricing methodology for valuing assets, including the methods used in valuing any hard-to-value assets; |
Prospectus, page 23, Valuation of the assets |
|
(h) a description of the AIF's liquidity risk management, including the redemption rights of investors in normal and exceptional circumstances, and the existing redemption arrangements with investors; |
Prospectus, page 43, Liquidity Reserve |
|
(i) a description of all fees, charges and expenses, and the maximum amounts directly or indirectly borne by investors; |
Prospectus, pages 48-49, Fees and Expenses. |
|
(j) a description of how the AIFM ensures a fair treatment of investors; |
Prospectus, page 100, Share Capital |
|
whenever an investor obtains preferential treatment or the right to obtain preferential treatment, a description of: |
Prospectus, page 100, Share Capital |
|
that preferential treatment; |
Prospectus, page 100, Share Capital |
|
the type of investors who obtain such preferential treatment; and |
Prospectus, page 100, Share Capital |
|
where relevant, their legal or economic links with the AIF or AIFM; |
Not applicable. |
|
(k) the latest annual report |
Contained in this document. |
|
(l) the procedure and conditions for the issue and sale of units or shares; |
Prospectus, page 100, Share Capital |
|
(m) the latest net asset value of the AIF or the latest market price of the unit or share of the AIF; |
The Company's shares are traded on the London Stock Exchange so the latest share price should be available on www.londonstockexchange.com. |
APPENDIX 1 - ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (CONTINUED)
|
REGULATORY REFERENCE |
DOCUMENT NAME, PAGE AND REFERENCE |
|
(n) where available, the historical performance of the AIF; |
Not applicable. |
|
(o) the identity of any prime broker; |
Prospectus, page 152 (o). |
|
a description of any material arrangements of the AIF with its prime brokerage firm and the way any conflicts of interest are managed; |
Prospectus, page 152 (o). |
|
the provision in the contract with the depositary on the possibility of transfer and reuse of AIF assets; and |
Prospectus, page 151 (f-i). |
|
information about any transfer of liability to the prime brokerage firm that may exist; and |
Prospectus, page 152 (o). |
|
(p) a description of how and when the information required under Art. 23(4) and Art. 23(5) of the AIFMD will be disclosed. |
Information may be disclosed in the Company's annual report or by the Company publishing the relevant information on the Company's website (http://www.dpaircraft.com) or by the Company issuing an announcement via a Regulatory Information Service. |
| AIFMD Article 23(5) |
|
|
(a) any changes to the maximum level of leverage which the AIFM may employ on behalf of the AIF as well as any right of the reuse of collateral or any guarantee granted under the leveraging arrangement; |
Not applicable as no changes to the maximum level of leverage.
|
|
(b) the total amount of leverage employed by that AIF. |
The leverage employed by AIF is US$ 85,184,918 as at 31 December 2024.
|
[1] IATA: "Global Air Passenger Demand Reaches Record High in 2024"; 30th January 2025
[2] IATA: "Global Air Passenger Demand Reaches Record High in 2024; 30th January 2025
[3] IATA: "Industry Statistics"; December 2024
[4] IATA: "Strengthened profitability expected in 2025 even as supply chain issues persist"; 10th December 2024
[5] Cirium: "Deals Report: They key aviation finance themes for 2025"; 18th December 2024
[6] Cirium: "ANALYSIS: Can airlines achieve their fleet-growth ambitions?"; 8th January 2025
[7] Cirium: "ANALYSIS: Commercial aviation emissions above 2019 level in 2024"; 10th February 2025
[8] AAPA: "Asia Pacific Airlines Record Solid Traffic Growth in 2024"; 3rd February 2025
[9] AAPA: "Asia Pacific Airlines Record Solid Traffic Growth in 2024"; 3rd February 2025
[10] Cirium: "Airbus: 19,500 new aircraft needed in APAC by 2043"; 13th November 2024
[11] Cirium: "AerCap agreed to 496 leases in 2024"; 6th January 2025
[12] Cirium: "DAE to acquire NAC"; 7th January 2025
[13] ISHKA: "Capital Markets update: Lessors raise $2.5 billion in January"; 6th February
[14] Cirium: "DEALS REPORT: Lessors report 'frenzied' trading environment"; 10th February 2025
[15] Cirium: "ANALYSIS: Commercial aviation emissions above 2019 level in 2024"; 10th February 2025
[16] Cirium: "IATA will need to revisit 2050 net-zero target: director general"; 3rd March 2025
[17] Thai Airways International PCL: "Management´s Discussion and Analysis for year ended December 31, 2024, for Thai Airways International Public Company Limited and Its Subsidiaries"
[18] Thai Airways International PCL: "Submission of financial statements for the year ended December 31, 2024"; 26th February 2025
[19] ch-Aviation: "Thai Airways primed for doubling of fleet, network growth"; 21st February 2025
[20] Cirium: "Thai leases 20 A321neos from three lessors amid capacity crunch"; 19th November 2024
[21] Cirium: "Thai leases 20 A321neos from three lessors amid capacity crunch"; 19th November 2024
[22] Thai Airways International PCL: "Management´s Discussion and Analysis for year ended December 31, 2024, for Thai Airways International Public Company Limited and Its Subsidiaries
[23] Bangkok Post: "Fears over decrease in Chinese New Year visitors"; 9th January 2025
[24] Thai Airways International PLC: "The update on the 14th progress of the implementation of the Business Rehabilitation Plan for the period from 15 September 2024 to 14 December 2024 (2nd quarter of the 4th year)"; 27th December 2024
[25] Ch-aviation: "Thai Airways looks to raise ฿44bn in share rights offering"; 29th November 2024
[26] THAI Airways International: "Notification on the resolutions of the creditors' meeting regarding the consideration of three petitions to amend the business rehabilitation plan, which was held on 29 November 2024"; 29th November 2024 published at the website of SET
[27] Cirium: "Court rejects Thai's request to amend rehabilitation plan"; 22nd January 2025
[28] Thai Airways International: "Notification on the registration of capital reduction by reducing par value of shares of Thai Airways International Public Company Limited in order to make up for accumulated accounting losses"; 6th March 2025 // ch-Aviation: "Thai Airways to get new board ahead of rehabilitation exit"; 5th March 2025
[29] Stock Exchange of Thailand: "SET announces that THAI has entered the period for repossession of qualifications in order to resume trading (Resume Stage)"; 12th March 2025
[30] The nation: "Thai Airways prepares for board shake-up as rehab nears end"; 20th February 2025
[31] Thai Airways International PCL: "Thai Airways - Opportunity Day Y2024"; 12th March 2025
[32] Thai Airways International PCL: "Management´s Discussion and Analysis for year ended December 31, 2024, for Thai Airways International Public Company Limited and Its Subsidiaries"
[33] Available Seat Kilometres
[34] Bundesverband deutscher Banken e. V.: "Währungsrechner"; 26th February 2025
[35] Thai Airways International PCL: "Management´s Discussion and Analysis for year ended December 31, 2024, for Thai Airways International Public Company Limited and Its Subsidiaries"
[36] Cirium: "Thai leases 20 A321neos from three lessors amid capacity crunch"; 19th November 2024
[37] ch-Aviation: "Thai Airways primed for doubling of fleet, network growth"; 21st February 2025
[38] Thai Airways International PCL: "Management´s Discussion and Analysis for year ended December 31, 2024, for Thai Airways International Public Company Limited and Its Subsidiaries" // Thai Airways International PCL: "Thai Airways - Opportunity Day Y2024"; 12th March 2025
[39] Cirium: "Thai rolls out business class on A320s"; 30th January 2025
[40] Bangkok Post: "THAI set to emerge from rehab with plan to double fleet"; 18th February 2025
[41] Cirium: "Thai mulls spinning off MRO and catering businesses"; 9th October 2024
[42] Thai Airways International PCL: "Management´s Discussion and Analysis for year ended December 31, 2024, for Thai Airways International Public Company Limited and Its Subsidiaries"
[43] Cirium: "IATA urges Thailand to further strengthen aviation sector"; 31st October 2024
[44] Thai Airways International PCL: "Management´s Discussion and Analysis for year ended December 31, 2024, for Thai Airways International Public Company Limited and Its Subsidiaries"
[45] Thai Airways International PCL: "Management´s Discussion and Analysis for year ended December 31, 2024, for Thai Airways International Public Company Limited and Its Subsidiaries"
[46] Cirium: "IATA urges Thailand to further strengthen aviation sector"; 31st October 2024
[47] Thai Airways International PCL: "Management´s Discussion and Analysis for year ended December 31, 2024, for Thai Airways International Public Company Limited and Its Subsidiaries"
[48] LOT: "History of LOT in a nutshell"; 1st April 2025 // LOT: "Most interesting facts and figures about LOT"; 1st April 2025
[49] Cirium: "LOT Polish Airline Fleet Summary"; 1st April 2025
[50] LOT: "LOT Polish Airlines Achieved Record Results in 2024"; 25th February 2025
[51] LOT: "LOT Polish Airlines Achieved Record Results in 2024"; 25th February 2025 // Cirium: "LOT profit dips as it targets rapid expansion"; 25th February 2025
[52] Bundesverband deutscher Banken e. V.: "Währungsrechner"; 2nd April 2025
[53] Cirium: "LOT Polish Airlines - Financials"; 1st April 2025
[54] Cirium: "LOT profit dips as it targets rapid expansion"; 25th February 2025
[55] Cirium: "LOT profit dips as it targets rapid expansion"; 25th February 2025
[56] LOT: "LOT Polish Airlines unveils strategy for 2024-2028"; 5th October 2023
[57] LOT: "Record-breaking year 2024"; 2nd April 2025
[58] Boeing: "Boeing Announces Fourth Quarter Deliveries"; 14th January 2025 // FlightGlobal: "Boeing's 2024 orders and deliveries slipped as Airbus widened edge"; 14th January 2025
[59] Cirium: "ANALYSIS: The outlook for aircraft values and lease rates in 2025"; 24th February 2025
[60] BBC: "Boeing loses almost $1bn every month in 2024"; 28th January 2025
[61] Cirium: "Boeing to invest $1bn in expanding South Carolina operations"; 12th December 2024
[62] Cirium: "Air New Zealand engine woes to weigh on first half profit"; 25th November 2024 // Cirium: "ANA flags ongoing impact of engine and delivery issues"; 5th February 2025 // Cirium: "Air New Zealand forced to cut Seoul seasonal due to engine woes"; 5th February 2025 // ch-Aviation: "Rolls-Royce engine issues see carriers cur more B787 flights"; 31st December 2024
[63] Cirium: "Royal Jordanian stays with GEnx for incoming 787s"; 13th November 2024
[64] Cirium: "Phoenix and AIP acquire 787 from ORIX"; 20th November 2024
[65] Cirium: "Israeli flag carrier taps local banks for 787 financing"; 25th November 2024
[66] Cirium: "China Southern looks to sell 10 787-8s, two spare engines"; 21st November 2024
[67] Cirium: "BA closes 787 JOLCO"; 13th December 2024
[68] Cirium: "DEALS REPORT: The key aviation finance themes for 2025"; 18th December 2024 // Cirium: "EgyptAir Fleet Summary"; 5th February 2025
[69] Cirium: "TAAG and AerCap agree 787 sale and leaseback"; 27th December 2024 // "TAAG receives its first 787"; 30th January 2025
[70] Cirium: "Hainan flags plan to dispose of 787-8s"; 28th January 2025
[71] Cirium: "DAE seeks bids on Gulf Air 787s: source"; 5th February 2025
[72] Cirium: "IndiGo confirms it will wet lease 787-9 from Norse Atlantic"; 6th February 2025
[73] Cirium: "Vmo sells batch of 787s to Altavair: sources"; 10th February 2025
[74] Cirium: "ANA to order up to 77 jets from Boeing, Airbus and Embraer"; 25th February 2025
[75] Cirium: "Norse Atlantic completes 787-8 redeliveries", 10th March 2025
[76] Cirium: "High Ridge adds second widebody via trade with ORIX"; 13th March 2025
[77] Cirium: "Air India tweaks northern summer network as 787 refits start"; 14th February 2025
[78] ISHKA: "Remarketing Watch Data Sheet: February 2025"; 27th February 2025 // MyAirTrade: "Available - Boeing 787"; 28th February 2025
[79] Cirium: "DEALS REPORT: OEM rates normalising best for lessors in long run"; 7th March 2025
[80] Cirium: "ANALYSIS: The outlook for aircraft values and lease rates in 2025"; 24th February 2025
[81] ISHKA: "AerCap CEO says tariffs could increase the cost of a 787 by $40mn"; 14th March 2025