REG - DP Aircraft I Ltd - Annual Report and Accounts
25/04/2025 07:00
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RNS Number : 1380G DP Aircraft I Limited 25 April 2025
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 (http://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
Ticker DPA
Company Number 56941
ISIN Number GG00BBP6HP33
SEDOL Number BBP6HP3
Traded Specialist Fund Segment ('SFS') of the London Stock Exchange
SFS Admission Date 4-Oct-13
Share Price US$ 0.0600 as at 31 December 2024
Earnings per Share US$ 0.01886 for the year ended 31 December 2024
Country of Incorporation Guernsey
Current Ordinary Shares in Issue 256,000,000
Administrator and Company Secretary Aztec Financial Services (Guernsey) Limited
Asset Manager DS Aviation GmbH & Co. KG
Independent Auditor KPMG Channel Islands Limited
Corporate Broker Investec Bank Plc
Aircraft Registration HS-TQD
HS-TQC
Aircraft Serial Number 35320
36110
Aircraft Type and Model B787-8
Lessees Thai Airways International Public Company Limited
('Thai Airways')
Website www.dpaircraft.com (http://www.dpaircraft.com)
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').
SUMMARY (CONTINUED)
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.
SUMMARY (CONTINUED)
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.
SUMMARY (CONTINUED)
DISTRIBUTION POLICY (CONTINUED)
Due to the impact of COVID-19 on the aviation industry and therefore our lessor, the Board suspended the payment of dividends from 3 April 2020 until further notice. This suspension remains in place to date. Any lease rental payments received by the Company in respect of the Thai aircraft are expected to be applied exclusively towards the running costs of the Company and its subsidiaries, and as a priority towards interest and principal repayments to the DekaBank. Given this backdrop the Company feels that there is no real prospect of the Company's shareholders receiving a dividend or other distribution under the current lending arrangement. The Board and its advisers will continue to consult with shareholders and its advisors in the future with a view to determining the best course of action to take for the future of the Company.
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.
As at 31 December 2024, As at 31 December 2023
US$ US$ per share US$ US$ per share
Note
NAV per the financial statements 47,729,412 0.18644 42,230,434 0.17645
Less: Straight-lining lease (6,575,897) (0.02569) (10,038,709) (0.04194)
asset 11
Add: Provision for straight lining lease asset 11 394,554 0.00154 1,103,254 0.00461
Add: Loan modification adjustment 6 - - 5,042,029 0.02107
(6,181,343) (0.02415) (3,893,426) (0.01627)
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.
CHAIRMAN'S STATEMENT (CONTINUED)
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.
CHAIRMAN'S STATEMENT (CONTINUED)
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
Asset Manager Report - March 2025
EXECUTIVE SUMMARY
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 AVIATION MARKET
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
ASSET MANAGER'S REPORT (CONTINUED)
THE AVIATION MARKET (CONTINUED)
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
ASSET MANAGER'S REPORT (CONTINUED)
THE AVIATION MARKET (CONTINUED)
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
ASSET MANAGER'S REPORT (CONTINUED)
THE AVIATION MARKET (CONTINUED)
The Lessor (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 31(st) December 2024
ASSET MANAGER'S REPORT (CONTINUED)
THE CURRENT LESSEE - THAI AIRWAYS INTERNATIONAL PUBLIC COMPANY LIMITED
(CONTINUED)
Source: Cirium: "Thai Airways International Fleet Summary"; 25(th) 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 29(th) 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 5(th) 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 31(st) 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"; 27(th) 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 17(th) 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 2(nd)
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 HS-TQC HS-TQD
(28th February 2025)
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
30(th) September 2024 and was installed to HS-TQF (B787-8) on 2(nd) October
2024.
On 2(nd) 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; 3(rd) January; 6(th) February and 5(th) 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 Number of
ordinary shares ordinary shares
31 December 2024 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 Airways
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.
Boeing
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.
Rolls Royce
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
The risk Our response
Going concern Disclosure quality Our audit procedures included but were not limited too:
We draw attention to note 2a to the consolidated financial statements which The consolidated financial statements explain how the Board has formed a Review of the Group's going concern assessment:
indicates that the Group's current cash flow forecasts demonstrate that the judgement that it is appropriate to adopt the going concern basis of
Group has sufficient cash to cover operating costs for a period of at least preparation for the Group. We evaluated the Group's going concern assessment and performed inquiries of
twelve months from the signing of the consolidated financial statements.
the Board of Directors to understand the key judgements made.
That judgement is based on an evaluation of the inherent risks to the Group's
Should a plausible downside scenario occur, additional finance will be business model and how those risks might affect the Group's financial We assessed the Group's cash-flow forecast and agreed inputs to supporting
required to provide sufficient funding to repay the Group's bank borrowings. resources or ability to continue operations over a period of at least twelve documentation, as appropriate. We assessed the level of forecasted expenses
months from the date of approval of the Group's financial statements. against expenses historically incurred. This cash flow forecast takes into
These events and conditions, along with the other matters explained in note
consideration the deferral of Asset Manager fees, broker fees and Directors'
2a, constitute a material uncertainty that may cast significant doubt on the The risk for our audit is whether such judgements amounted to a material fees. We have obtained confirmation from these parties.
Group's ability to continue as a going concern. 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 We agreed the recent tap issue of 16,666,667 new ordinary shares issued in
Our opinion is not modified in respect of this matter. has been done) and along with a description of the circumstances, is a key November 2024 for $1million to the share register and to bank statements.
financial statement disclosure.
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.
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):
The risk Our response
Valuation of PPE - Aircraft & Related Components (the "Assets") Basis: Our audit procedures included but were not limited to:
$123.7 million (2023: $124.1 million) IAS 36 'Impairment of Assets' requires that assets are assessed for impairment Internal Controls:
on at least an annual basis including management's estimate of the recoverable
Refer to pages 39-40 of the Report of the Audit Committee, note 2c accounting amount. We assessed the design and implementation of the key control over the Assets'
policy and notes 3 and 9 disclosures
valuation.
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 Challenging management's method, assumptions and inputs:
impaired and, where such indications exist, the recoverable amount of the
asset is estimated. 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
Risk: requirements of IFRS.
The carrying value of the Assets, due to the estimation uncertainty involved, With regard to the reports of the two independent professional appraisers
and their magnitude in the context of the consolidated financial statements as engaged by the Group (the "Appraisers"), we
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 · assessed the reasonableness of the current market values included in
audit. 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)
Our application of materiality and an overview of the scope of our audit
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.
Going concern
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)
Fraud and breaches of laws and regulations - ability to detect
Identifying and responding to risks of material misstatement due to fraud
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.
Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations
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)
Context of the ability of the audit to detect fraud or breaches of law or regulation
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.
Other information
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 on other matters on which we are required to report by exception
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.
Respective responsibilities
Directors' responsibilities
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)
Auditor's responsibilities
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
(http://www.frc.org.uk/auditorsresponsibilities) .
The purpose of this report and restrictions on its use by persons other than the Company's members, as a body
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
Year ended Year ended
31 Dec 2024 31 Dec 2023
Notes US$ US$
Income
Lease rental income 4 8,777,187 8,714,249
Expenses
Asset management fees 22 (478,407) (450,890)
General and administrative expenses 5 (1,051,699) (1,129,640)
Movement in expected credit loss 11 679,655 383,199
Depreciation 9 (440,783) (1,343,498)
(1,291,234) (2,540,829)
Operating profit 7,485,953 6,173,420
Finance costs 6 (3,872,695) (9,551,675)
Other Income 6,488 8,138
Finance income 909,949 860,827
Net finance costs (2,956,258) (8,682,710)
Profit/(loss) before tax 4,529,695 (2,509,290)
Taxation 7 (4,635) 3,603
Profit/(loss) for the year 4,525,060 (2,505,687)
Total Comprehensive Income/(loss) for the year 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
31 Dec 2024 31 Dec 2023
Notes US$ US$
NON-CURRENT ASSETS
PPE- Aircraft & Related Components 9 123,681,799 124,122,582
Trade and other receivables 11 3,358,804 5,853,206
Restricted Cash 10 16,624,501 15,735,805
Total non-current assets 143,665,104 145,711,593
CURRENT ASSETS
Trade and other receivables 11 3,328,210 3,144,163
Restricted cash 10 1,161,662 1,093,759
Cash and cash equivalents - available for use 1,652,645 914,505
Total current assets 6,142,517 5,152,427
TOTAL ASSETS 149,807,621 150,864,020
EQUITY
Share Capital 15 212,253,746 211,279,828
Accumulated losses 16 (164,524,334) (169,049,394)
TOTAL EQUITY 47,729,412 42,230,434
NON-CURRENT LIABILITIES
Bank borrowings 14 77,088,618 85,027,721
Maintenance reserves provision 12 15,451,700 14,829,296
Total non-current liabilities 92,540,318 99,857,017
CURRENT LIABILITIES
Bank borrowings 14 8,096,300 7,684,502
Trade and other payables 13 1,441,591 1,092,067
Total current liabilities 9,537,891 8,776,569
TOTAL LIABILITIES 102,078,209 108,633,586
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 1,000,000 -
Share issue costs (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 15 1,000,000 - 1,000,000
Share issue costs paid (26,082) - (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 - 5,042,029
Loan arrangement fee - 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 2,903,757 5,853,206 -
Maintenance reserve receivable 455,047
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 2023
US$ US$
Current liabilities: Bank interest payable and Bank borrowings 7,684,502
8,096,300
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 484,092
asset)
-
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 - 484,092 - 484,092
asset)
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 2023
US$ US$
Jonathan Bridel (Chairman) 86,039 78,608
Jeremy Thompson (Chairman of the Audit Committee and Senior Independent 63,445 62,950
Director)
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$225,105).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2024
21) RELATED PARTY TRANSACTIONS (continued)
Base annual fees are as follows:
Annual Fees Jan 24 to Dec 24 Jan 23 to Dec 23
Jonathan Bridel £61,750 £61,750
Jeremy Thompson £49,450 £49,450
Harald Brauns £49,450 £49,450
Robert Knapp N/A N/A
*Note: directors fees were payable in GBP, the financial statements are
presented in USD
The directors interests in the shares of the Company as at 31 December 2024
are set out below:
Number of Number of
ordinary shares ordinary shares
31 December 2024 31 December 2023
Connected parties of Jon Bridel 90,000 90,000
Jeremy Thompson 15,000 15,000
Robert Knapp 73,186,272 N/A
Mr Knapp represents Ironsides Partners LLC who currently have an interest of
73,186,272 shares in the Company.
There has been no distribution of dividends to the directors during the year
ended 31 December 2024 (2023:US$ 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
AIFMD Article 23(1)
(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 Not applicable.
is established;
if the AIF is a fund of funds, information on where the Not applicable.
underlying funds are established;
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 Prospectus, page 38, Information on the Company.
the AIF, may employ and all associated risks;
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 Prospectus, page 20, Risk of Debt Financing.
risks;
any restrictions on the use of leverage and any collateral and Prospectus, page 20, Risk of Debt Financing.
asset reuse arrangements; and
the maximum level of leverage which the AIFM is entitled to Prospectus, page 20, Risk of Debt Financing.
employ on behalf of the AIF;
(b) a description of the procedures by which the AIF may change its investment Prospectus, page 38, Investment Policy.
strategy or investment policy, or both;
(c) a description of the main legal implications of the contractual Prospectus, page 80, Part IX, The Loans and the Loan Agreements.
relationship entered into for the purpose of investment, including information
on jurisdiction, the applicable law and the existence or absence of any legal Prospectus, page 57, Part IV, Definitions.
instruments providing for the recognition and enforcement of judgments in the
territory where the AIF is established;
(d) the identity of the AIFM, the AIF's depositary, the auditor and any other Prospectus, page 36, Directors and Advisers.
service providers and a description of their duties and the investors' rights;
(e) a description of how the AIFM complies with the AIFMD's requirements Prospectus, page 135-139, Representation and Warranties
relating to professional liability risk;
APPENDIX 1 - ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (CONTINUED)
REGULATORY REFERENCE DOCUMENT NAME, PAGE AND REFERENCE
AIFMD Article 23(1)
(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 Prospectus, page 23, Valuation of the assets
methodology for valuing assets, including the methods used in valuing any
hard-to-value assets;
(h) a description of the AIF's liquidity risk management, including the Prospectus, page 43, Liquidity Reserve
redemption rights of investors in normal and exceptional circumstances, and
the existing redemption arrangements with investors;
(i) a description of all fees, charges and expenses, and the maximum Prospectus, pages 48-49, Fees and Expenses.
amounts directly or indirectly borne by investors;
(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 Prospectus, page 100, Share Capital
to obtain preferential treatment, a description of:
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 Not applicable.
AIFM;
(k) the latest annual report Contained in this document.
(l) the procedure and conditions for the issue and sale of units or Prospectus, page 100, Share Capital
shares;
(m) the latest net asset value of the AIF or the latest market price of the The Company's shares are traded on the London Stock Exchange so the latest
unit or share of the AIF; share price should be available on www.londonstockexchange.com
(http://www.londonstockexchange.com) .
APPENDIX 1 - ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (CONTINUED)
REGULATORY REFERENCE DOCUMENT NAME, PAGE AND REFERENCE
AIFMD Article 23(1)
(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 Prospectus, page 152 (o).
prime brokerage firm and the way any conflicts of interest are managed;
the provision in the contract with the depositary on the Prospectus, page 151 (f-i).
possibility of transfer and reuse of AIF assets; and
information about any transfer of liability to the prime Prospectus, page 152 (o).
brokerage firm that may exist; and
(p) a description of how and when the information required under Art. 23(4) Information may be disclosed in the Company's annual report or by the Company
and Art. 23(5) of the AIFMD will be disclosed. publishing the relevant information on the Company's website
(http://www.dpaircraft.com (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 Not applicable as no changes to the maximum level of leverage.
behalf of the AIF as well as any right of the reuse of collateral or any
guarantee granted under the leveraging arrangement;
(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"; 30(th)
January 2025
2 IATA: "Global Air Passenger Demand Reaches Record High in 2024; 30(th)
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"; 18(th)
December 2024
6 Cirium: "ANALYSIS: Can airlines achieve their fleet-growth ambitions?";
8(th) January 2025
7 Cirium: "ANALYSIS: Commercial aviation emissions above 2019 level in
2024"; 10(th) February 2025
8 AAPA: "Asia Pacific Airlines Record Solid Traffic Growth in 2024"; 3(rd)
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"; 6(th) January 2025
12 Cirium: "DAE to acquire NAC"; 7(th) January 2025
13 ISHKA: "Capital Markets update: Lessors raise $2.5 billion in January";
6(th) February
14 Cirium: "DEALS REPORT: Lessors report 'frenzied' trading environment";
10(th) February 2025
15 Cirium: "ANALYSIS: Commercial aviation emissions above 2019 level in
2024"; 10(th) February 2025
16 Cirium: "IATA will need to revisit 2050 net-zero target: director
general"; 3(rd) 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"; 26(th) February 2025
19 ch-Aviation: "Thai Airways primed for doubling of fleet, network growth";
21(st) 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"; 9(th)
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)"; 27(th)
December 2024
25 Ch-aviation: "Thai Airways looks to raise ฿44bn in share rights
offering"; 29(th) 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"; 29(th)
November 2024 published at the website of SET
27 Cirium: "Court rejects Thai's request to amend rehabilitation plan";
22(nd) 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"; 6(th)
March 2025 // ch-Aviation: "Thai Airways to get new board ahead of
rehabilitation exit"; 5(th) 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)"; 12(th) March 2025
30 The nation: "Thai Airways prepares for board shake-up as rehab nears
end"; 20(th) February 2025
31 Thai Airways International PCL: "Thai Airways - Opportunity Day Y2024";
12(th) 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"; 26(th) 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"; 19(th) November 2024
37 ch-Aviation: "Thai Airways primed for doubling of fleet, network growth";
21(st) 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"; 30(th) January 2025
40 Bangkok Post: "THAI set to emerge from rehab with plan to double fleet";
18(th) February 2025
41 Cirium: "Thai mulls spinning off MRO and catering businesses"; 9(th)
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";
31(st) 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";
31(st) 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"; 1(st) April 2025 // LOT: "Most
interesting facts and figures about LOT"; 1(st) April 2025
49 Cirium: "LOT Polish Airline Fleet Summary"; 1(st) 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"; 25(th)
February 2025 // Cirium: "LOT profit dips as it targets rapid expansion";
25(th) February 2025
52 Bundesverband deutscher Banken e. V.: "Währungsrechner"; 2(nd) April
2025
53 Cirium: "LOT Polish Airlines - Financials"; 1(st) April 2025
54 Cirium: "LOT profit dips as it targets rapid expansion"; 25(th) February
2025
55 Cirium: "LOT profit dips as it targets rapid expansion"; 25(th) February
2025
56 LOT: "LOT Polish Airlines unveils strategy for 2024-2028"; 5(th) October
2023
57 LOT: "Record-breaking year 2024"; 2(nd) April 2025
58 Boeing: "Boeing Announces Fourth Quarter Deliveries"; 14(th) January 2025
// FlightGlobal: "Boeing's 2024 orders and deliveries slipped as Airbus
widened edge"; 14(th) January 2025
59 Cirium: "ANALYSIS: The outlook for aircraft values and lease rates in
2025"; 24(th) February 2025
60 BBC: "Boeing loses almost $1bn every month in 2024"; 28(th) January 2025
61 Cirium: "Boeing to invest $1bn in expanding South Carolina operations";
12(th) December 2024
62 Cirium: "Air New Zealand engine woes to weigh on first half profit";
25(th) November 2024 // Cirium: "ANA flags ongoing impact of engine and
delivery issues"; 5(th) February 2025 // Cirium: "Air New Zealand forced to
cut Seoul seasonal due to engine woes"; 5(th) February 2025 // ch-Aviation:
"Rolls-Royce engine issues see carriers cur more B787 flights"; 31(st)
December 2024
63 Cirium: "Royal Jordanian stays with GEnx for incoming 787s"; 13(th)
November 2024
64 Cirium: "Phoenix and AIP acquire 787 from ORIX"; 20(th) November 2024
65 Cirium: "Israeli flag carrier taps local banks for 787 financing"; 25(th)
November 2024
66 Cirium: "China Southern looks to sell 10 787-8s, two spare engines";
21(st) November 2024
67 Cirium: "BA closes 787 JOLCO"; 13(th) December 2024
68 Cirium: "DEALS REPORT: The key aviation finance themes for 2025"; 18(th)
December 2024 // Cirium: "EgyptAir Fleet Summary"; 5(th) February 2025
69 Cirium: "TAAG and AerCap agree 787 sale and leaseback"; 27(th) December
2024 // "TAAG receives its first 787"; 30(th) January 2025
70 Cirium: "Hainan flags plan to dispose of 787-8s"; 28(th) January 2025
71 Cirium: "DAE seeks bids on Gulf Air 787s: source"; 5(th) February 2025
72 Cirium: "IndiGo confirms it will wet lease 787-9 from Norse Atlantic";
6(th) February 2025
73 Cirium: "Vmo sells batch of 787s to Altavair: sources"; 10(th) February
2025
74 Cirium: "ANA to order up to 77 jets from Boeing, Airbus and Embraer";
25(th) February 2025
75 Cirium: "Norse Atlantic completes 787-8 redeliveries", 10(th) March 2025
76 Cirium: "High Ridge adds second widebody via trade with ORIX"; 13(th)
March 2025
77 Cirium: "Air India tweaks northern summer network as 787 refits start";
14(th) February 2025
78 ISHKA: "Remarketing Watch Data Sheet: February 2025"; 27(th) February
2025 // MyAirTrade: "Available - Boeing 787"; 28(th) February 2025
79 Cirium: "DEALS REPORT: OEM rates normalising best for lessors in long
run"; 7(th) March 2025
80 Cirium: "ANALYSIS: The outlook for aircraft values and lease rates in
2025"; 24(th) February 2025
81 ISHKA: "AerCap CEO says tariffs could increase the cost of a 787 by
$40mn"; 14th March 2025
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. END FR SELEDLEISEFLRecent news on DP Aircraft I
See all newsREG - DP Aircraft I Ltd - Annual Report and Accounts
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