2024
AMEDEO AIR FOUR PLUS LIMITED
Consolidated Annual Financial Report
For the year ended 31 March
2 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Contents
Page
STRATEGIC REPORT
3 • Summary Information
4 • Chairman’s Statement
5 • Asset Manager’s Report
8 • Environmental, Social and Governance Policy
10 • Business Model
14 • Board of Directors
16 • Corporate Information
CORPORATE GOVERNANCE
23 • Directors’ Report
25 • Statement of Directors’ Responsibilities
26 • Remuneration Report
27 • Corporate Governance Statement
31 • Audit Committee Report
34 • Independent Auditor’s Report
CONSOLIDATED FINANCIAL STATEMENTS
39 • Consolidated Statement of Comprehensive Income
40 • Consolidated Statement of Financial Position
41 • Consolidated Statement of Cash Flows
42 • Consolidated Statement of Changes in Equity
43 • Notes to the Consolidated Financial Statements
73 KEY ADVISERS AND CONTACT INFORMATION
74 GLOSSARY
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 3
Overview
STRATEGIC REPORTS
Summary Informaton
Listing Specialist Fund Segment of the London Stock Exchange’s Main Market.
Ticker AA4
Share Price 41.25 pence (as at 31 March 2024)
43.00 pence (as at 18 July 2024)
Market Capitalisation GBP 125 million (as at 31 March 2024)
GBP 131 million (as at 18 July 2024)
Dividends Announcement Date Dividend Declared
4 April 2023 1.75 pence per ordinary share
3 July 2023 1.75 pence per ordinary share
3 October 2023 1.75 pence per ordinary share
11 January 2024 2.00 pence per ordinary share
Post-Year-End Dividends 2 April 2024 2.00 pence per ordinary share
2 July 2024 2.00 pence per ordinary share
Dividend Payment Dates January, April, July, October
Compulsory Redemption Completion Date Shares redeemed Shares in issue
28 September 2020 214,083,243 428,166,757
8 December 2021 86,828,274 347,313,483
1 March 2023 43,414,122 303,899,361
Incorporation and Domicile Guernsey
Aircraft Registration Numbers A6-EEY, A6-EOB, A6-EOM, A6-EOQ, A6-EOV,
A6-EOX, A6-EPO, A6-EPQ, HS-THF, HS-THG, HS-THH, HS-THJ
Asset Manager Amedeo Limited
Corporate Broker Panmure Liberum Limited
Administrator JTC Fund Solutions (Guernsey) Limited
Auditor KPMG Channel Islands Limited
SEDOL BNDVLS5
ISIN GG00BNDVLS54
LEI 21380056PDNOTWERG107
Stocks & Shares ISA Eligible
Website www.aa4plus.gg
4 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Chairman’s Statement
I am pleased to present our annual financial report for the year ending 31 March 2024.
The past year has seen rapid changes in the aviation industry with strong airline performances from our two lessees, Emirates
and Thai Airways, as passenger traffic continues to improve. Boeing’s travails are front page news, less so are the continuing
labour and parts supply issues which are hindering efforts by equipment manufacturers to fill the supply gap left by COVID
shutdowns. Whilst some airlines are still paying off government financial support from 2020, others are placing large orders
for new generation aircraft.
Your Company continues to show strong financial performance with the cash flows from Emirates supporting the dividend
payments to Shareholders. We have been advised by Amedeo Limited that our 4 aircraft leased to Thai Airways have an
aggregate surplus value in excess of debt of at least US$ 100m. Aggregate outstanding debt across these 4 aircraft is, as
at 31 March 2024, US$ 343,905,025. Whilst the lease rentals from Thai Airways do not provide dividend income to the
Company, nevertheless, due to the lower interest rates achieved by the existence of highly favourable derivatives, they act
to reduce outstanding debt.
The recent news that Emirates intends to upgrade all its A380 aircraft which do not currently have Premium Economy seats
should be supportive of values, especially since doubts continue over the entry into service date of the largest available
replacement, the Boeing 777X.
Emirates financial results were outstanding and the A380’s biggest supporter, Sir Tim Clark is at the time of writing still at the
helm.
However, as highlighted in the risk disclosure on page 16, the residual value of the Group’s assets is key to their carrying
values in these financial statements, and is also key to the value of the Group to shareholders. The only empirical evidence
of value lies in the transactions by other investment funds that have reached maturity where sales have been concluded to
Emirates. Recent news concerning the progress made by Boeing with the 777X, further increases the uncertainty surrounding
the future of the A380 and so your Board remains of the view that these transactions are not persuasive.
Thai Airways has placed a large order for new Boeing aircraft and remains on track to emerge from rehabilitation in 2025
with reduced debt, increased capital and a slimmed down workforce.
To provide an update on our review of strategic options available to the Company, I hope investors will not mistake our
comparative silence on this topic as lack of effort. A great deal of work is being done in assessing the best way forward, with
a number of different industry participants and advisers including our Asset Manager, Amedeo Limited.
Whilst the Group’s fleet is not the most complex, it is not the simplest, either. One of our aircraft types, the A380, is less
liquid given the shallow operator base although the good news flow I refer to above should support stronger valuations.
In addition, one of our lessees is still under bankruptcy protection, and this is discouraging to investors. Consequently, in
weighing up the possible alternative ways forward – including running off the leases as is or selling the whole or a part of the
portfolio now or over time – in terms of value to you, our Shareholders, is not straightforward. Your Board remains committed
to identifying the best value for you overall, including assessing the return of cash to you, as we consider prudent, along the
way. We intend to provide an update to Shareholders later this year.
Finally, I would like to take the opportunity to thank our two outgoing Directors, Laurence Barron and Mary Gavigan, for
their diligence and commitment during their time in office. We welcome Eithne Manning whose deep leasing industry
experience will be relevant in our ongoing review.
Robin Hallam
Chairman
Date: 25 July 2024
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 5
Overview
Asset Manager’s Report
AA4 PORTFOLIO UPDATE
As reported in Thai Airways’ published Management Discussion and Analysis, the airline announced a US$ 69m net profit for
Q1’24. This comes after an impressive set of full year results where the airline announced US$ 594m net profit for the period
ended 31 December 2023.
The airline continues to expand its operations as well as its fleet as demand for travel continues to recover. The airline is
looking to add three more A350s in 2024, as well as a B787-9. Thai Airways also entered into an agreement with Boeing
for a firm order of 45 B787s, which will help the airline maintain an efficient fleet with new aircraft technology. The airline
has the option to take the order size to 80 aircraft and deliveries are expected to take place starting between 2027 and
2033. Thai Airways will also retrofit the A320s it acquired through its merger with its subsidiary Thai Smile adding business
class seats and an in-flight entertainment system.
Thai Airways is progressing well with its Rehabilitation Plan and continued to accomplish key milestones during Q1’24, such
as i) improving its fleet efficiency and route networking, ii) selling non-core assets, and iii) improving the efficiency of its
business structure by completing its merger and integration of the final four Thai Smile A320s in its fleet. Thai Airways expects
to complete its capital restructuring by the end of 2024 and restore positive equity. The airline would then be able to resume
trading its securities on the local stock market and subsequently complete its rehabilitation. On 24 May 2024 Thailand’s
Ministry of Finance announced its intention to invest another THB 12 billion (US$ 330m) in Thai Airways by October 2024,
with the aim of relisting the airline on the Stock Exchange of Thailand by mid-2025.
Emirates continues to perform well and expand its operations. For the financial year ended 31 March 2024, the airline
recorded a new record profit of AED 17.2 billion (US$ 4.7 billion) exceeding last year’s AED 10.6 billion (US$ 2.9 billion)
result, which was also a record at the time. The airline boasted an impressive profit margin of 14.2%, the best performance
in its history. Emirates did well to restart services on certain routes, reintroduce new routes, and also add more capacity to its
existing network, which is a major reason for its strong performance. Emirates also inked codeshare and interline agreements
with 11 new airline partners, further extending its network’s reach. By 31 March 2024, the Emirates network comprised 151
destinations across six continents, including 10 cities served by its freighter fleet only.
Emirates brought its flagship A380 and popular premium economy product to even more cities, as 16 more aircraft rolled
out of its cabin retrofit programme, fully refurbished. As of 31 March 2024, the Emirates A380 served 49 destinations,
and customers can enjoy Emirates’ Premium Economy experience to and from 15 cities around the world. During May
2024, Emirates announced that it will be refurbishing another 43 A380s and 28 Boeing 777 aircraft, expanding its retrofit
programme to 191 aircraft. This means Emirates will refurbish 110 A380s, which is almost the entire fleet. At present Emirates
has selected and the Company has formally consented for MSNs 187, 201, 206, 208, and 42334 to undergo the premium
economy retrofit. Emirates has yet to confirm the schedule for retrofitting the selected aircraft.
It should be noted that Boeing completed its first certification test flight of the B777-9 on 12 July 2024 after receiving the
jet’s long-delayed type inspection authorization (“TIA”) from the Federal Aviation Administration (“FAA”). The TIA signifies a
technical review by the FAA that the aircraft design is sufficiently complete and is a gateway to the start of its flight-testing
programme, which will comprise of three aircraft. If the aircraft perform as predicted, it will take about 18 months to
complete. This is positive news for Boeing’s much delayed B777X program and is also good news for Emirates’ fleet plans as
they are the largest customer with around 200 orders, which, based on this timing, may start in early 2026.
The Q2’24 asset utilisation report is available on the website via the following link:
https://www.aa4plus.gg/company-information/
INDUSTRY UPDATE
In its latest recovery update, IATA announced that the recovery in air travel demand is continuing in 2024, based on May
traffic results.
6 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Asset Manager’s Report (continued)
Air passenger market overview – May 2024
Passenger Traffic (RPKs)
(% change yoy)
Capacity (ASKs)
(% change yoy)
Passenger Load
Factor Level
(% -pt)
Passenger Load
Factor Level
International ▲14.6% ▲14.1% ▲0.3% 82.8%
Domestic ▲ 4.7% ▲ 0.1% ▲3.8% 84.54%
Total ▲10.7% ▲ 8.5% ▲1.7% 83.4%
Source: Air Passenger Market Analysis – May 2024
IATA’s Director General, Willie Walsh, commented
“Strong demand for travel continues with airlines posting a 10.7% year-
on-year increase in travel for May. Airlines filled 83.4% of their seats, a record for the month. With May ticket sales for early
peak-season travel up nearly 6%, the growth trend shows no signs of abating. Airlines are doing everything they can to
ensure smooth journeys for all travellers over the peak northern summer period.”
Global RPKs and ASKs (billions)
Year
Industry RPKs (billion per month)
Sources: IATA Economics, IATA Monthly Statistics, Air Passenger Market Analysis – May 2024
EMIRATES
Financial Highlights
1
Income Statement FY 22/23 YoY Change
Revenue US$ 33.0bn ▲13%
EBITDA US$ 10.2bn ▲13%
Profit / (Loss) US$ 4.7bn ▲63%
Cash Assets US$ 11.7bn ▲15%
Passengers carried 51.9m ▲19%
Available seat km 344.7bn ▲21%
Source: Emirates Group Annual Report 2023-2024 displayed on Emirates website
His Highness Sheikh Ahmed bin Saeed Al Maktoum, Chairman and Chief Executive, Emirates Airline and Group, said
“The
Emirates Group has once again raised the bar to deliver a new record performance. Throughout the year, we saw high
demand for air transport and travel related services around the world, and because we were able to move quickly to deliver
1
US$ figures are converted at US$ 1 = AED 3.67 as per Bloomberg FX.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 7
Overview
Asset Manager’s Report (continued)
what customers want, we achieved tremendous results. We are reaping the benefit of years of non-stop investments in our
products and services, in building strong partnerships, and in the capabilities of our talented people.”
Operational Highlights
Emirates restarted services to Tokyo Haneda, added capacity to 29 destinations, and launched new daily flights to Montréal,
Canada. Emirates was able to increase capacity, by either adding more frequent services or by replacing the B777s
with A380s, across 18 routes which included; Barcelona, Casablanca, Düsseldorf, Toronto, Vienna and Sydney. The A380
continued its upward trajectory as Emirates also redeployed or introduced this aircraft to seven more destinations this year,
including Taiwan and Birmingham, leading to a surge of 34% in the number of A380 departures.
Emirates’ order book stands at 310 aircraft, after it announced orders worth a combined US$ 58 billion, for 110 additional
Boeing 777s, 787s, and Airbus A350s at the 2023 Dubai Airshow. However, there are uncertainties as to when the Boeing
deliveries will take place. On 7 May 2024, Emirates CEO and Chairman, His Highness Sheikh Ahmed Bin Saeed Al Maktoum,
mentioned in an interview with CNBC that Emirates “
are not happy really with what’s going on
” in regards to its Boeing order
and that the airline “
really wanted to see this aircraft entering the fleet when it had been promised
”. The Chairman did
not indicate that Emirates would cancel the Boeing orders, or move them to its French rival, Airbus. When asked about the
likelihood of such a move, he replied “...
No, no — I won’t be able to say exactly what we are planning…. but I think you
see that we are refurbishing a big number of aircraft within the existing fleet... and there will be no shortage within Dubai
capacity
.”
THAI AIRWAYS INTERNATIONAL
Financial Highlights
2
Income Statement Q1’24 YoY Change
Revenue US$ 1.3bn ▲18%
Expenses US$ 601m ▲43%
Net Profit / (Loss) US$ 69m ▼79%
Cash Assets US$ 1.4bn 0%
Passengers carried 3.9m ▲77%
Available seat km 14.6bn ▲22%
Source: Thai Management Discussion and Analysis Q1/2024 displayed on Thai Airways website
Rehabilitation Plan
On 26 May 2020, Thai Airways submitted to the Central Bankruptcy Court of Thailand a petition to file for rehabilitation in
order to implement measures to cut costs and to stabilise revenues so that they could ensure the future of the airline. On 20
October 2022, the Court approved an amendment to the Rehabilitation Plan, which involved a capital restructuring. Under
the capital restructuring, Thai Airways will issue new shares that will be allocated as repayment to its creditors as per the debt-
to-equity swap arrangement under the Rehabilitation Plan. On 24 May 2024 Thailand’s Ministry of Finance announced its
intention to invest another THB 12 billion (US$ 330m) in Thai Airways by October 2024 with the aim to relist the airline on
the Stock Exchange of Thailand by mid-2025.
Operational Highlights
After an impressive end to the 2023 financial year, Thai Airways continued its positive performance in Q1’24. The airline
operated in line with its Rehabilitation Plan, whereby it progressed its operations and improved its fleet efficiency. Thai
Airways took delivery of three A350-900s and increased flight frequencies to Hong Kong, Singapore, Taipei, Kathmandu,
Manila, Phuket, Sydney, Tokyo (Narita), and resumed services to Perth, Australia, and Colombo, the capital of Sri Lanka,
starting from 31 March 2024.
The airline also continued to sell its non-core assets by selling two A340-600 and a B747-400. Thai Airways completed the
transfer of the final four A320-200s from Thai Smile in January 2024 and added domestic services to Chiang Rai, Khon Kaen,
Ubon Ratchathani, Krabi, and Hat Yai. Thai Airways will retrofit the A320s with business class seats and in-flight entertainment
systems.
In Q2’24, Thai Airways will further enhance its fleet and route network by taking delivery of three A350-900s and a B787-9
aircraft into the fleet and resuming flights to Milan and Oslo, while introducing new routes to Kochi, India, starting from 2
April 2024.
2
US$ figures are converted at 1 THB = US$ 0.027512 as of 29 March 2024 as per Bloomberg FX.
8 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Environmental Social and Governance Policy
Introduction
The Company recognises that Shareholders and other stakeholders have a growing interest in the ESG impacts resulting from
its business. Here we set out our current policy and approach to ensuring that the Company’s level of engagement on ESG
matters is commensurate with the size, nature and complexity of its business.
This Company’s current policy seeks to address today’s ESG considerations noting that it was incorporated in 2015 with a
business model designed to run for twelve years without interruption. Subsequent acquisitions of aircraft and the renegotiation
of leases have pushed that end date out to 2036 for certain Assets.
The Company has adopted a policy to take account of ESG expectations where possible and applicable, although recognising
that it is severely constrained by the nature of the Company’s activities and the contracts that it has already entered into.
The Group’s choice of aircraft was among the most environmentally efficient jet aircraft in service at the time of acquisition.
In the context of the aircraft the Group owns and their associated leases, the Board will continue to monitor the sustainability
efforts of the industry and the lessees and will continue to have regard to environmental concerns when considering any
future changes to the Group’s existing contracts.
The Company has granted “quiet enjoyment” of its aircraft to its lessees, Emirates and Thai Airways. Shareholders are
invited to review the environmental and sustainability information published by the lessees on their websites (see below for
appropriate links).
The Aviation Industry
The increased focus on climate change and greenhouse gas emissions, inevitably means that further attention has landed
on the aviation industry and its emissions profile. In this regard the Company is fortunate to have two responsible flag
carrying airlines as its lessees, who each demonstrate on their websites a considerable amount of concern for their respective
businesses’ environmental and social impact. The following links to their websites explain this:
Emirates: https://www.emirates.com/english/about-us/
Thai Airways: https://www.thaiairways.com/en_GB/about_thai/company_profile/index.page
In October 2021, the IATA 77th Annual General Meeting approved a resolution for the global air transport industry to
achieve net-zero carbon emissions by 2050. This commitment will align with the Paris Agreement goal for global warming
not to exceed 1.5°C. The strategy is to abate as much CO2 as possible from in-sector solutions such as sustainable aviation
fuels, new aircraft technology, more efficient operations and infrastructure, and the development of new zero-emissions
energy sources such as electric and hydrogen power. Any emissions that cannot be eliminated at source will be eliminated
through out-of-sector options such as carbon capture and storage and credible offsetting schemes.
The Group’s choice of aircraft was among the most environmentally efficient jet aircraft in service at the time of acquisition
and both of the Company’s lessees support the airline industry’s collective commitment to reach net-zero emissions by 2050
and are exploring opportunities to reach this goal such as using Sustainable Aviation Fuel (“SAF”).
Emirates is working closely with the likes of Shell Aviation and Neste for SAF supply and on 22 November 2023 became
the world’s first airline to operate an A380 demonstration flight using 100% SAF in one of the four engines. The Auxiliary
Power Unit (“APU”) also ran on 100% SAF. Emirates previously had successfully completed a 100% SAF-powered demonstration
flight using a Boeing 777-300ER.
Thai Airways is leading a similar initiative and in May 2023 signed a Memorandum of Understanding on the exchange
of technical knowledge and expertise on the use of SAF with Bangchak Corporation PLC, one of Thailand’s leaders in
energy transition. In December 2023, Thai Airways partnered with PTT Oil and Retail Business Public Company Limited, in
implementing SAF on a Phuket-Bangkok flight operation. The SAF-powered flight releases 80 percent less carbon dioxide
than regular aviation fuel throughout its life cycle and is compatible with mixing with Jet A1 regular aviation fuel, with no
engine conversion needed. The SAF-powered flight is a promising starting-point to Thai Airways’ commitment to reach net-
zero emissions by 2050.
The Company
The Company is a Guernsey company incorporated on 16 January 2015.
The Company is governed by its Board on behalf of its Shareholders. Up to 31 March 2024, the Board comprised of six
Directors. Laurence Barron resigned from the Board of Directors effective 31 March 2024. Mary Gavigan resigned from
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 9
Overview
Environmental Social and Governance Policy (continued)
the Board of Directors and Eithne Manning was appointed to the Board of Directors on 30 April 2024. As at the date of
this report, four of the Directors are independent and all are non-executive (this figure includes Eithne Manning who was
appointed subsequent to the conclusion of the financial year end). The Board has overall responsibility for the Company’s
activities, including all business decisions and the declaration of distributions.
The Company has delegated the following activities to its appointed service providers:
• arranging the financing, acquisition and disposal of aircraft and the management of such aircraft whilst owned by the
Group to the Asset Manager;
• arranging meetings with major Shareholders to discuss proposed developments in relation to the Company and
providing feedback to the Board to the Corporate Broker;
• company secretarial, administration and accounting services to the Secretary and Administrator; and
• share registration services to the Registrar.
The Company has no executive directors, or employees and for all purposes its business is operating out of its registered
office, which is also the office of the Company Secretary in Guernsey. The Board conducts the Company’s business via a series
of meetings held in Guernsey or, where good governance principles can be achieved, via a video link. Service providers to
the Company are encouraged to take a similar approach.
Sometimes Directors are required to travel in the fulfilment of their duties but, where good governance allows, travel is kept
to a minimum. The Directors are required to travel to Guernsey on at least a quarterly basis for Board meetings, to the UK to
visit Shareholders and service providers as and when required and very occasionally, to the Middle East or Asia to meet lessees.
The Company’s own operations consequently have a limited physical footprint and therefore its direct environmental impact is
low. In light of this, the Board has decided that it is not a good use of Shareholders’ funds to use any form of carbon offsetting.
The Board of Directors
The Board recognises the importance of gender diversity and ethnic inclusion. The Board takes such considerations into
account when searching for new directors. The Company’s vision for diversity is shared by its service providers.
As a Guernsey incorporated company and under the DGTRs of the UK’s FCA, the Company is not required to comply with
the UK Code but has instead chosen voluntarily to comply with the provisions of the AIC Code, to the extent that they are
considered relevant.
The Board has adopted a comply or explain approach to the AIC Code and any exceptions are reported in the Directors’
Report section of these accounts.
The Board has considered and determined the following two additional policies:
• there are no relevant disclosures to be made regarding modern slavery in relation to the Company’s own operations;
and
• the Board takes a zero-tolerance approach to bribery and corruption; and has procured from all service providers their
own similar undertaking.
Finally, the Board monitors potential conflicts of interest closely and has engaged with its service providers to request them
to do the same and to adopt appropriate policies to deal with such matters.
The Assets
The principal activity of the Group is to acquire, lease and then sell aircraft. The Group currently owns six A380-800 aircraft,
two 777-300ER aircraft and four A350-900 aircraft. The six A380s and the two 777 aircraft are leased to Emirates and the
four A350 aircraft are leased to Thai Airways.
The nature of the leases entered into with these lessees means that the Group has no influence whatsoever in the use of the
relevant aircraft by each lessee; each such lease is for a fixed term and is non-cancellable. The terms of each lease were
fixed when they were entered into and afford the lessees “quiet enjoyment” of the relevant aircraft for the duration of the
lease term, whilst ensuring each aircraft is maintained to the highest standard and remains as efficient as possible.
In the unlikely event that the Company has to scrap an aircraft at the end of the applicable lease, its intention is to ensure
that as much of the aircraft as is economically possible is reused or recycled.
10 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Business Model
COMPANY OVERVIEW
The Company is a Guernsey company incorporated on 16 January 2015. The Company operates under the Law and the
DGTRs of the UK’s FCA.
All of the Company’s Shares have since 13 May 2015 been admitted to trading on the SFS.
The initial and six subsequent share raisings resulted in the issue and admission to trading on the SFS of 642,250,000 Shares
issued at an average offer price of 102 pence. To date, the Company has redeemed a total of 344,325,639 shares,
returning a total of £156,479,568 to investors.
As at 18 July 2024, the last practicable date prior to the publication of this report, the Company’s total issued share capital
was 303,899,361 Shares trading at 43.00 pence per Share giving the Company a market capitalisation of £131 million.
Investment Objective and Policy
Since launch, the Company’s investment objective has been to obtain income returns and a capital return for its Shareholders
by acquiring, leasing and then selling aircraft.
To pursue its investment objective, the Company sought to use the net proceeds of placings and/or other equity capital
raisings, together with debt facilities, to acquire aircraft which it leased to one of three major airlines. In February 2020, the
aircraft leased to Etihad Airways were disposed of and the remaining aircraft are leased either to Emirates or Thai Airways.
Given the COVID-19 crisis and the devastating effect it has had upon the long-haul air travel industry, and that one of the
Group’s lessees, Thai Airways, is subject to a Rehabilitation Plan, the Board considers it unlikely that there will be any further
expansion of the Company.
Investment Portfolio
As at 31 March 2024, the Company had 12 wholly-owned aircraft owning subsidiaries and two Irish leasing subsidiaries, see
note 8 for further details.
Distribution Policy
The Company aims to provide Shareholders with a total return comprising income from distributions through the period of
the Group’s ownership of the Assets and a capital distribution upon the sale, or other disposition of the Assets.
Until December 2019 the Group received income in accordance with its original leases from all of its lessees and quarterly
income distributions were made to Shareholders in line with the Company’s then target of 2.0625 pence per Share, per
quarter.
However, on 6 April 2020, as a result of the impact of COVID-19 on the airline industry, the Company announced that the
Board had resolved to temporarily suspend the payment of any kind of distribution to Shareholders, as the Board’s priority
lay in preserving the long-term financial stability of the Company for the benefit of its Shareholders and creditors. The Board
considered that maintaining the Company’s liquidity was vital and was prudent in doing so. Whilst two dividends were
declared and paid in October 2020 and January 2021, the Board took the decision to suspend quarterly dividends until the
resumption of regular rental payments by Thai Airways and the agreements with the Company’s lenders were complete.
On 1 December 2021, the Board announced its decision to recommence the payment of quarterly dividends from January
2022 and it has done so each quarter since then.
Details of dividends declared by the Board during the year under review are set out on page 23.
Return of Capital
The Board may, as it deems appropriate at its absolute discretion, either return to Shareholders all or part of the net capital
proceeds (subject to satisfaction of the Statutory Solvency Test), or re-invest the proceeds in accordance with the Company’s
investment policy, subject to Shareholder approval. The following table details the capital returned to Shareholders to date:
Completion Date Amout returned Shares Redeemed Redemption Price (per share)
28 September 2020 £98.5 million 214,083,243 46 pence
8 December 2021 £30 million 86,828,274 34.55 pence
1 March 2023 £28 million 43,414,122 64.50 pence
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 11
Overview
Business Model (continued)
The Asset Manager regularly monitors the market valuations of the Assets and, subject to any lease obligations, will consider
the most appropriate time for the sale of any one or more of the Assets. The Board will consider any recommendation from
the Asset Manager as to the sale of any Asset and proceed as the Board considers appropriate.
Liquidation Resolution
Although the Company does not have a fixed life, the Articles require that the Board convenes a Liquidation Proposal
Meeting in 2029 or such other date as Shareholders may approve by ordinary resolution.
Stakeholders and Section 172
An intention of the AIC Code, to which the Company fully subscribes, is that the Board should understand the views of the
Company’s key stakeholders and describe in the annual report how their interests and the matters set out in section 172 of
the UK’s Companies Act 2006 have been considered in Board discussions and decision-making.
Such guidance says that the Board has a duty to promote the success of the Company for the benefit of the members as a
whole and, in doing so, have regard to:
a. the likely consequences of any decision in the long term;
b. the interests of the Company’s employees;
c. the need to foster the Company’s business relationships with suppliers, customers and others;
d. the impact of the Company’s operations on the community and the environment;
e. the desirability of the Company maintaining a reputation for high standards of business conduct; and
f. the need to act fairly between members of the Company.
The Board, having regard to section 172 of the UK’s Companies Act 2006, recognises its duty to promote the success of
the Company for the benefit of its members as a whole, with due regard to the interests of all stakeholders. The Board
considers Shareholders as their primary stakeholders, whose interests are primarily aligned with the investment objectives of
the Company.
In response to this understanding and in commitment to these principles, the Board decided to return £28 million in surplus
cash to Shareholders through a partial compulsory redemption of Shares in March 2023. Following a comprehensive review
of the Company’s performance, the Board decided to increase the dividend payment per share from 1.25 pence per share
to 1.5 pence per share in July 2022, a further increase to 1.75 pence per share in April 2023, with an additional increase
to 2.00 pence per share in January 2024.
The Board’s engagement with Shareholders is described in the section “Dialogue with Shareholders” on page 30. All
Shareholders are treated equally and no Shareholder receives preferential treatment. When making decisions of relevance
to Shareholders, the Board considers first and foremost the likely consequences of their decisions in light of their duty to act
in the best interests of the Group in the longer term. The Board also considers what is likely to be in the best interests of
Shareholders as a whole, but does not consider individual Shareholders’ specific circumstances or desires when making its
decisions.
As an aircraft leasing company, the Company has no employees and all of the Directors are non-executive, so the Board
considers that its key stakeholders are its lessees, lenders, Shareholders and service providers.
The Company has continued to manage its relationship with the lessees in the knowledge that Thai Airways’ past difficulties
have arisen due to government action and not wilful default by that lessee. The cooperation between the Company and
the lessee was key to overcoming such difficulties.
The Company engages third party professional service providers and, in addition to the regular reporting provided by these
key service providers, the Board undertakes a review of the performance of these key service providers on an annual basis.
The services provided by these key service providers are critical to the ongoing operational performance of the Group. The
Board believes that fostering constructive and collaborative relationships with the Company’s service providers will assist in
their promotion of the success of the Group for the benefit of all Shareholders.
The Board considers the interests of all stakeholders and oversees the activities of the Asset Manager, as further explained
below.
12 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Business Model (continued)
As described in the Company’s viability statement on pages 21 to 22, the Board has assessed the Group’s viability for a
period of three years, however it also considers the prospects of the Group for at least the duration of each lease, whenever
it considers the Group’s sustainability. All strategic decisions are therefore taken with the long-term success of the Group in
mind and the Board would take external advice whenever it considered that such would be beneficial to its decision making
process, primarily from its retained service providers (including legal counsel), but also from other external consultants.
The Board recognises that ESG considerations can have a significant impact on investment activity in terms of raising funds,
identifying investment opportunities and long-term value creation for Shareholders. Please see more information regarding
ESG in the report on pages 8 to 9.
The Board ascribes to the highest standards of business conduct and has policies in place to ensure compliance with all
applicable laws and regulations. In addition to the monitoring of the Company’s compliance with its own obligations, the
Board also monitors compliance by its key service providers with their own obligations. Each provider is required to have
in place suitable policies to ensure that they maintain high standards of business conduct, treat customers fairly and are
committed to ensuring that high standards of corporate governance are maintained.
The Board encourages openness and transparency with its service providers.
Management of the Group
The Directors are responsible for managing the business affairs of the Group in accordance with the Company’s Articles and
have overall responsibility for the Group’s activities, including investment activity. The Group has delegated management
of the Assets to Amedeo Limited, a company incorporated in Ireland. The Directors delegate secretarial and administrative
functions to JTC Fund Solutions (Guernsey) Limited which is a company incorporated in Guernsey and licensed by the GFSC
for the provision of administration services. Link Market Services (Guernsey) Limited is the Company’s Registrar, Transfer Agent
and Payment Agent. Panmure Liberum Limited is the Company’s Corporate Broker.
Asset Manager and Agency Services
The Asset Manager has been appointed by the Company to provide asset management services to the Group. Full details
of the Asset Manager’s responsibilities are outlined in the Company’s Prospectus.
The Asset Manager has further undertaken that it will dedicate such time and resources as they reasonably believe is sufficient
from time to time to fulfil any contractual arrangements it enters into with the Group.
Amedeo Limited has also been appointed as Agency Services provider by the Company, pursuant to the Agency Agreement
dated 30 April 2015, to assist the Group, and act as the Group’s agent, in relation to the arrangement, negotiation, review,
and, following the approval and execution by the Group, the management of the acquisition of assets, the borrowings of
the Group relating to the acquisition of the assets (including any financing documentation), each lease and ensuring that
material agreements are consistent with market practice in the aviation industry.
As of 15 December 2023, Amedeo Services (UK) Limited’s role as Liaison and Administration Oversight Agent for the
Company has concluded. The appointment was made in accordance with the Liaison and Administration Oversight
Agreement, empowering Amedeo Services (UK) Limited to carry out various responsibilities. These included coordinating
services from service providers under agreements such as the Asset Management Agreement, the Agency Agreement, and
the Administration Agreement; facilitating communication between the Company and its service providers; monitoring
payment timelines and currency exchanges related to asset acquisitions; overseeing the Company’s budget and the
payment of costs, fees, and expenses; and assisting the Administrator in monitoring bank account balances and providing
necessary support for payments, transfers, and currency exchanges. The Board has assumed responsibility for these roles and
has delegated functionality to ongoing service providers where appropriate.
Amedeo is a globally recognised aircraft asset manager and principal investor in leasing transactions to customer airlines
around the world. The aircraft portfolio currently managed by the Amedeo group includes twenty aircraft under management.
Amedeo states that “the value of assets under management is c. $5 billion, which includes commercial airliners including
A380, A350, A330 and Boeing 777”. Amedeo is a member of the ISTAT.
Corporate Broker
Panmure Liberum Limited was engaged by the Company on 15 March 2021 to act as the Company’s corporate broker. In
such a capacity, the Corporate Broker maintains a regular dialogue with Shareholders in order to ensure that any significant
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 13
Overview
Business Model (continued)
developments in relation to the Company are communicated appropriately to Shareholders. The Corporate Broker also
provides Shareholder feedback to the Company following Shareholder meetings or interaction.
Liberum is a leading independent UK provider of investment banking, research, sales and trading. Liberum is authorised
and regulated by the FCA.
Secretary and Administrator
JTC Fund Solutions (Guernsey) Limited is an independent provider of institutional and private client services to clients in
numerous jurisdictions and is a member of the JTC Group. See the JTC Group’s website at www.jtcgroup.com for further
details.
JTC Fund Solutions (Guernsey) Limited is a Guernsey incorporated company, which is licensed by the GFSC. JTC Fund Solutions
(Guernsey) Limited provides administration and secretarial services to the Group pursuant to the Administration Agreement
dated 30 April 2015, as amended.
In such capacity, the Secretary is responsible for the general secretarial functions required by the Law and assists the Group
in its compliance with its continuing legal and regulatory obligations, as well as providing advice on good corporate
governance and best practice for a publicly traded company.
The Administrator is also responsible for the Group’s general administrative functions and for the preparation of half-yearly
(subject to a limited review by auditors) and audited annual financial reports, subject to the direction and oversight of the
Board.
Registrar
Link Market Services (Guernsey) Limited has been appointed as registrar, transfer agent and paying agent by the Company.
The Registrar performs the duties of a registrar, transfer agent and paying agent in relation to the Shares and the maintenance
of the Company’s Share register.
Review of Service Providers
The Board keeps under review the performance of the Asset Manager, Corporate Broker, Secretary and Administrator and
the Registrar and the powers delegated to each service provider. In the opinion of the Board the continuing appointments
of the current service providers on the terms agreed is in the interests of the Company and its Shareholders as a whole.
A full list of the Group’s service providers is set out on page 73.
14 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Board of Directors
Up to 31 March 2024 the Company had six Directors, five of whom are independent and all of whom are non-executive.
All Directors held office throughout the period under review.
Robin Hallam (Chairman) (Independent non-executive)
Until 31 December 2015, Robin Hallam was a partner and co-head of Asset Finance at the international law firm Hogan
Lovells International LLP. He became a partner in 1995 specialising in aircraft finance, particularly leasing, export credit and
structured financing. Between January and December 2016, Robin was a consultant at Hogan Lovells. He has represented
financial institutions, operating lessors, investors, airlines and export credit agencies. Robin holds a degree in law from Trinity
College, Cambridge, is a member of the ISTAT and was ranked Band 1 for Asset Finance in Chambers UK 2015. Robin was
appointed to the Board as Chairman on 29 April 2015.
David Gelber (SID) (Independent non-executive)
David Gelber began his career with Citibank in London in 1974. Over the course of the next twenty years he held a variety
of trading roles in foreign exchange, fixed income and derivatives at Citibank, Chemical Bank and HSBC where he was Chief
Operating Officer of HSBC Global Markets. In 1994 he joined ICAP PLC, an inter-dealer broker, as COO and oversaw two
mergers and a number of acquisitions. Since retiring from ICAP he has held several non-executive directorships of both public
and private companies. He is currently a non-executive director of Walker Crips PLC, a stock broker and wealth manager;
and DDCAP Ltd, the leading arranger of Sharia Compliant financial transactions. He is a founding partner of Castellain Capital
LLP, a successful fund management firm. David holds a BSc in Statistics and Law from the University of Jerusalem and an MSc
in Computer Science from the University of London. David was appointed as Director and a member of the Audit Committee
on 29 April 2015. On 9 August 2023 David resigned as a member of the Audit Committee.
Steve Le Page (Chairman of the Audit Committee) (Independent non-executive)
Steve has served as a non-executive director on a number of boards since his retirement from his role as Senior Partner
(equivalent to Executive Chairman) of PwC in the Channel Islands in 2013. Throughout his thirty year career with that firm
he worked with many different types of financial organisation as both auditor and advisor, particularly with both listed
and unlisted investment companies. He is currently the Audit Committee Chair of one other London listed fund. Steve is a
Fellow of the Institute of Chartered Accountants in England and Wales and a Chartered Tax Advisor. He is a past president
of the Guernsey Society of Chartered and Certified Accountants and a past Chairman of the Guernsey International Business
Association. Steve was appointed as Director and chairman of the Audit Committee on 27 July 2021.
Tom Sharp (Non-executive)
Tom is the Chief Investment Officer of Metage Capital Limited, a 6.85 per cent Shareholder in the Company and an
experienced non-executive director of both public and private companies. He has worked at Metage since 2002 and
his career has included working with firms listed on AIM and the main boards of the Hong Kong and Luxembourg Stock
Exchanges. Tom has over twenty years of experience in investing in listed closed-end funds, an ability to build consensus with
a range of stakeholders and in structuring and negotiating commercial transactions. He holds an M.A. Hons from Cambridge
University and is a CFA Charterholder. Tom was appointed as a Director of the Company on 19 January 2023.
As the Metage shareholding is considered “significant”, Tom is not independent under the criteria set out by the AIC Code.
Eithne Manning (Independent non-executive) (Appointed 30 April 2024)
Eithne Manning is a qualified finance and tax professional with over 20 years of experience in aircraft leasing. Eithne held
a variety of roles at SMBC Aviation Capital (SMBC), one of the world’s largest aircraft leasing companies. During her time
at SMBC, she served as Head of the Integration Management Office with responsibility for the integration of the $6.7bn
acquisition of Goshawk Aviation. Prior to that, she was appointed Interim Chief Financial Officer in 2021. She also served as
Head of Funding, Finance and Tax and Senior Vice President, Aircraft Trading. Prior to joining SMBC Aviation Capital, Eithne
held a variety of roles in structured finance and corporate banking.
Eithne holds a Bachelor of Commerce (Hons) and a Masters in Accounting (Hons), both from University College Dublin and
is a Fellow of the Institute of Chartered Accountants in Ireland and the Irish Tax Institute. Eithne was awarded a Distinction in
the Diploma in Corporate Governance at UCD Michael Smurfit Graduate Business School (2024). Eithne was appointed as
Director of the Company and a member of the Audit Committee on 30 April 2024.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 15
Overview
Board of Directors (continued)
Laurence Barron (Independent non-executive) (resigned 31 March 2024)
Having begun his career as a commercial lawyer in Paris and then in Tokyo, where he first became involved in aircraft
financing transactions, Laurence joined Airbus in 1982 as an in-house lawyer specialising in aircraft finance. He subsequently
moved to the business side when, in 1984, he was appointed Sales Finance Director North America, becoming Head of
Sales Finance in 1985, and then, in 1987, Vice President of Customer Finance. In 1994, he was asked to set up the Asset
Management Organisation within Airbus and that year became Vice President and Head of Asset Management. Airbus
Asset Management has full responsibility for all used aircraft transactions at Airbus and acts as an in-house leasing company
for the used Airbus aircraft owned or controlled by the Airbus group of companies. In 2001 he was promoted to Senior
Vice President of Airbus before assuming the role of President of Airbus China in 2004, with responsibility for Airbus’ overall
activities in the People’s Republic of China. In January 2013, Laurence was appointed Chairman of EADS China, now
rebranded Airbus China. Laurence retired from salaried Airbus employment at the end of April 2016 and was non-executive
Chairman of Airbus China until the end of 2017. He holds an LLB from Bristol University Law Faculty. Laurence was appointed
as Director on 2 June 2016. On 9 August 2023 Laurence resigned as a member of the Audit Committee. Subsequently,
Laurence resigned as a Director of the Company, effective 31 March 2024.
Mary Gavigan (Independent non-executive) (Resigned 30 April 2024)
Mary is a Fellow of the Institute of Chartered Accountants in England and Wales. She has specialised in the Financial Services
sector for over 25 years acting as consultant and advisor with a focus on restructuring and business transformation. She has
also held interim Chief Finance Officer roles during her career. Mary spent most of her career at KPMG London (from 1987 to
2007). Mary is also a Non-Executive director of a life insurer, a reinsurer and of an investment platform business. She chairs
the Audit and Risk Committee at two of these firms. Mary’s charity work includes being a member of Epilepsy Research
UK. Mary holds a BBS and MA from Trinity College Dublin. Mary was appointed as Director and a member of the Audit
Committee on 27 July 2021. Mary resigned as a Director of the Company, effective 30 April 2024.
16 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Corporate Information
Principal and Emerging Risks and Uncertainties
The Board has undertaken a robust assessment of the principal risks facing the Group and has undertaken a detailed review
of the effectiveness of the risk management and internal control systems. The Board is comfortable that the risks are being
appropriately monitored and the documentation to support these processes undergoes review and enhancement at least
annually.
The Directors wish to draw attention to the following emerging risk. Whilst this risk is not “
emerging
” in the respect that it is
new in this period, it has been increasing in significance as the leases run off and has now, in the opinion of the Directors,
reached such a level of significance that it should be brought to shareholders’ attention.
Description Impact Mitigation Current Assessment
Residual values of the Assets held
Third party professional
appraisers and the Asset
Manager have provided
a range of estimated
residual values for the
Assets held at their
respective lease ends, which
demonstrates the estimation
uncertainty inherent in their
determination.
In particular, transaction
volumes for A380s are low,
and completed transactions
are not persuasive in
determining estimated
residual values.
Residual values are used
in the calculation of both
impairment charges (if
any) and depreciation, and
thus both these Income
statement items and the
carrying value of the Assets
may be mis-stated.
Ultimately, the Group
may not receive enough
proceeds from the disposal
of the Assets to repay any
debt outstanding at that
time and provide a further
return to investors.
Any related retention of
cash reserves to meet
such debt may reduce
the Group’s ability to pay
dividends in the future.
An average of the residual values
provided by the three third party
professional appraisers is used in
the calculation of depreciation
and impairment charges in order
to provide a best estimate of the
value the Group may ultimately
receive.
Cash reserves are kept to ensure
the estimated outstanding debt at
lease end can be repaid and may
be increased as the end of the
leases is approached, if necessary.
Increasing: whilst
the circumstances
surrounding the
estimation of residual
values have not
altered significantly
during the period, the
significance of those
estimates (in particular
for the A380 Assets)
to the users of these
financial statements has
increased because of
the passage of time.
Set out below are those risks which are considered by the Board to be the material continuing risks relating to the Company
and the Group.
Description Impact Mitigation Current Assessment
Operational Risk
There is a risk that the Group
will not achieve its objectives.
The Group has no employees
and so the Company enters
into legal agreements with
service providers to ensure
that all operational functions
are fulfilled.
Failure by any service
provider to carry out its
obligations to the Company
in accordance with the
terms of its appointment
could have a materially
detrimental impact on the
operation of the Group
and could adversely affect
the ability of the Company
to meet its investment
objective with the result that
the value of a Shareholder’s
investment could decline
substantially or entirely.
The Board is ultimately responsible
for all operational aspects of
performance, including cash
management, asset management
and legal and regulatory
obligations.
The risk is mitigated by the
Company using well established,
reputable and experienced
service providers. These service
providers are given clear guidance
as to the Board’s expectations of
them and as to what exactly has
been delegated to them. The
Board assesses service providers’
continued performance on an
annual basis.
Stable: The Board has
satisfied itself through
interaction with, and
monitoring of the
performance of,
service providers that
adequate controls are
working effectively with
no change during the
current year.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 17
Overview
Corporate Information (continued)
Description Impact Mitigation Current Assessment
Key Personnel Risk
The ability of the Company
to achieve its investment
objective is significantly
dependent upon the
expertise of certain key
personnel at Amedeo
Limited.
The exact impact of
the departure of a key
individual from Amedeo
Limited on the ability of
the Company to achieve its
investment objective cannot
be determined and will
depend on the ability of
Amedeo Limited to recruit
a new individual of a similar
level of experience and
calibre. There can be no
guarantee that Amedeo
Limited would be able
to do so and this could
adversely affect the ability
of the Company to meet its
investment objective.
The Board of the Company cannot
control this risk, but seeks to ensure
that more than one individual
is involved where practical and
discusses succession issues with
Amedeo Limited.
The service provision agreements
in place seek to ensure that
the level of service remains
continuous.
Stable: The Board
has satisfied itself
by monitoring the
performance of
Amedeo Limited that
appropriate personnel
and succession plans are
in place.
Investment Risk
The Group have entered
into leases on terms which
stipulate that the cost of
repair and maintenance of
the Assets will be borne by
the lessee. However, upon
expiry or termination of such
leases, the cost of repair
and maintenance will fall
upon the Group. Repair and
maintenance issues may
adversely affect the price of
the Assets upon sale.
This could affect the ability
of the Company to meet
its investment objective.
Intervening bankruptcy
or other legal constraints
may result in substantial
renegotiation of long-term
contracts on which the
Group relied to meet these
objectives.
Amedeo Limited monitor the
maintenance of the Assets by
lessees and reports regularly to the
Board.
Maintenance reserves on the
Company’s A350 Assets are held
in respect of some but not all
maintenance to mitigate the risk
that funding is not available.
No new investments are currently
envisaged.
Stable: No issues have
been identified in the
year and the Board
has concluded that
controls are working
effectively with no new
investments currently
envisaged.
Insurance Risks
The lease for each Asset
requires that the lessee insures
the Asset, however, inflation,
changes in ordinances,
environmental considerations
and other factors may make
the insurance cover insufficient
to repair or replace the Assets
if they are damaged or
destroyed.
If any insurance proceeds
are insufficient to repair or
replace the Assets if they
are damaged or destroyed,
this may affect the ability
of the Company to meet
its investment objective. If
a lease is terminated, the
Group will have to insure
the relevant Asset directly
which will cause additional
expenses to be incurred.
The lease for each Asset requires
that the lessee insures the Asset.
The level and effectiveness of
insurance is monitored by the
Asset Manager, with any concerns
reported to the Board.
Stable: No insurance
issues have been
identified in the year
and the Board has
concluded that controls
are working effectively
with no change during
the current year.
18 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Corporate Information (continued)
Description Impact Mitigation Current Assessment
Return of Assets at End of Leases
At the end of each of the
leases, the relevant Asset
must, subject to certain
conditions, be redelivered in
accordance with the relevant
terms of the lease. A risk
remains for redelivery of an
Asset in a condition other
than contracted condition.
This would impact the
amount that can be realised
upon any subsequent sale
or re-lease of such Asset,
including that it may create
additional, unforeseen
expenses, such as re-fitting,
storage and insurance costs,
for the Group at that time.
The Asset Manager performs
regular checks of the Assets and
updates the Board of any material
developments.
Decreasing: The lessee
airlines are reputable
and performing well
financially, reducing
the likelihood of them
wishing to return
the aircraft in non-
contractual condition.
Airline Industry Related Risks
The airline industry is
particularly sensitive to
changes in economic
conditions. Unfavourable
economic conditions can also
impact the ability of airlines
to raise fares to counteract
increases in fuel, labour and
other costs.
The airline industry is also
subject to other risks including
competition between
airlines, dependency on
rapidly evolving technology,
inability to obtain additional
equipment or support for
aircraft and engine suppliers,
availability and price of fuel,
staff and employee related
issues (including employee
strikes), security concerns
and the threat of terrorism,
airport capacity constraints,
air traffic control inefficiencies,
changes in or additional
governmental regulations
relating to air travel and acts
of God (including adverse
weather, natural disasters and
pandemics).
Any of these risks could
materially affect the ability
of the lessees to comply
with payment obligations.
Furthermore, the general
downturn in the airline
industry in 2020 has had
an impact on attainable
leasing rates in the event of
any termination or at expiry
of the leases as well as on
attainable sales revenue for
the Assets.
The Asset Manager actively
monitors the Group’s Assets, as well
as the credit status of the lessees.
Routine maintenance checks
and inspections are carried out to
ensure the Assets are kept at the
required quality standards.
The Asset Manager regularly
reports its views on these aspects
to the Board.
Decreasing: The lessee
airlines are reputable
and performing well
financially, and air traffic
volume appears to
be returning to pre-
Pandemic level.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 19
Overview
Corporate Information (continued)
Description Impact Mitigation Current Assessment
Book value of Assets
The Group’s net asset value
for accounting purposes is
calculated in accordance with
IFRS and will not reflect the
actual realisable value of the
Assets at any particular point
of time since the Assets are
held at amortised cost.
The “
highest and best use
”
value has been used for
accounting purposes given
that the aircraft are held for
use in a leasing business.
Valuations, including
valuations provided by
any IEV, and in particular
valuations of assets for which
market quotations are
not readily available, are
inherently uncertain.
See also the Emerging Risk
disclosure above.
Valuations may fluctuate
over short periods of time
and may be based on
estimates. Realisable values
will be subject to investor
demand and market
conditions at a point in time.
There can be no guarantee
that the Assets, valuations
for which are subject to
significant volatility and
uncertainty, and depend
on various factors beyond
the control of the Group,
Amedeo Limited and the
IEV, could ultimately be
realised at the Group’s
valuation.
See also the Emerging Risk
disclosure above.
The Asset Manager and
subsequently the Board will
consider valuations provided
annually by IEVs and shall, if
there are indicators that would
suggest a diminution in book
value of one or more of the
Assets, as may be determined in
consultation with the Administrator
and the Asset Manager based
on the impairment test, make
appropriate adjustments (for
accounting purposes) to the net
asset value and net asset value
per Share of the Group.
The Group has a robust process to
ensure that valuations accurately
reflect the requirements of IFRS.
IEVs will be engaged on an
annual basis to report on fair value
for accounting purposes only.
Stable: Controls are
working effectively with
no change during the
current year.
Borrowings and Financing Risk
There is a risk that the Group
is exposed to fluctuations in
market interest rates and
foreign exchange rates.
Significant change to
financing costs could affect
the Group’s ability to meet
its financial obligations
and impact its financial
performance.
This risk has been mitigated by
ensuring that loan repayments are
made from lease rental revenues
received in the matching currency
and by fixing the interest rate on
loans and the lease rentals.
In the case of the four Thai
Airways aircraft, the renegotiated
fixed lease rentals which began
on 1 January 2023 are closely
matched to the floating rate
loan repayments, which are also
hedged to minimise interest rate
exposure.
The Asset Manager provides the
Board with a quarterly report on
the performance of the lessees
and of the Assets.
The expense budget is also
reviewed at least quarterly to
ensure that adequate reserves are
maintained to meet operational
expenses.
Stable: The
establishment of a
fixed rental period
beginning on 1 January
2023 for the Thai
aircraft removed
much of the risk of
mismatch between
lease rentals revenues
and debt service. There
have been no further
developments in this
respect this year.
20 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Corporate Information (continued)
Description Impact Mitigation Current Assessment
Lessee Risk
Downturns in the aviation
industry on a systemic level
could weaken the financial
stability of the Group’s lessees
and result in the increased
risk that they could default on
lease obligations.
If lessees are not able to
meet their obligations to
the Group, the Company’s
own cash flows and financial
results could be adversely
affected.
There is a risk that airlines
may not properly maintain
aircraft which may lead
to an impairment of the
aircraft’s value.
In certain cases, the Group requires
lessees to pay maintenance
reserve payments in respect
of certain future maintenance
expenses in order to ensure that
there is adequate funding for
some maintenance costs.
The Group closely monitors each
airline’s usage of aircraft and
their compliance with agreed
maintenance schedules.
The credit quality and risk of lease
default is also managed through
routine credit reviews of the
lessees and monitoring of lease
compliance by the Asset Manager.
Stable: Controls are
working effectively with
no change during the
current year.
Legal and Compliance Risks
The Group is required to
comply with the Law, the
obligations of a listing on
the SFS, the DGTRs and other
relevant regulations. A risk
exists for failure to comply
with applicable laws and
regulations, or to respond in
a timely manner to changes
to the Law, the obligations of
a listing on the SFS, the DGTRs
or other relevant regulations.
Non-compliance could
lead to criminal or civil
proceedings, financial
penalties, reputational
damage, and operational
disruption.
The Company is a member of
the AIC, which is the trade body
for closed-ended investment
companies. Amongst other
things, the AIC keeps its member
companies up-to-date with legal
and regulatory changes and
provides guidance and advice on
how to comply with them.
The Board also receives periodic
updates from the Company’s legal
advisers and other professionals.
Although responsibility ultimately
lies with the Board, the Secretary
also monitors and assists the Board
with compliance with its legal and
regulatory obligations.
Stable: Controls are
working effectively with
no change during the
current year.
Risk monitoring
The Board maintains a risk matrix for the Company which is reviewed by the Board as it continually monitors emerging risk
areas relevant to the performance of the Group, including those that would threaten its business model, future performance,
solvency and liquidity on an ongoing basis.
Additional risks and uncertainties of which the Board is presently unaware may also adversely affect its business, financial
condition, results of operations or the value of shares. The Board has not identified any emerging risks relevant to the
Company.
Internal Control and Financial Reporting
The Board is responsible for establishing and maintaining the Group’s system of risk management and internal controls, which
are delegated to the applicable service providers as appropriate and are reviewed fully for effectiveness on an annual basis.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 21
Overview
Corporate Information (continued)
Internal controls are designed to meet the Group’s 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 key procedures which have been established to provide effective internal controls are as follows:
• the Board is responsible for the Group’s systems of risk management and internal controls and for reviewing their
effectiveness. The Board confirms that there is an on-going process, including periodic Board meetings, for identifying,
evaluating and monitoring the significant risks faced by the Group. The internal controls, which are delegated to the
applicable service providers as appropriate, are designed to meet the Group’s particular needs and the risks to which it
is exposed. The Board receives at its regular meetings, for its consideration on at least a quarterly basis, updates from its
service providers covering the period in review;
• the Board clearly defines the duties and responsibilities of its service providers. The appointment of agents and advisers
is conducted by the Board after consideration of the quality of the parties involved and the Board monitors on-going
performance and contractual arrangements;
• the Board regularly reviews the performance of, and the contractual arrangements with, the Group’s agents, advisers
and service providers;
• cash transactions are approved by the Board or their delegates;
• the Board reviews financial information produced by the Administrator on a regular basis; and
• the Board also specifies which matters are reserved for a decision by the Board and which matters may be delegated
to its service providers.
Going Concern
The Group’s principal activities are set out on page 23. The financial position of the Group is set out on page 40. In addition,
note 22 to the Consolidated Financial Statements includes the Group’s objectives, policies and processes for managing its
capital, its financial risk management objectives and its exposures to credit risk and liquidity risk.
The Directors have prepared these Consolidated Financial Statements for the year ended 31 March 2024 on the going
concern basis.
In their consideration of the appropriateness of the going concern basis, the Directors have taken account of the fact that the
Group has always received the lease payments due from Emirates Airlines, the Group’s principal lessee, in full and on time.
In addition, the Company’s other lessee, Thai Airways, has met its obligations under restructured and extended leases since
2021. Cash flow modelling carried out has indicated that future lease receipts will enable the Group to meet its obligations
as they fall due for at least the next fifteen months from the date of signing these Consolidated Financial Statements.
The lessee Thai Airways stopped paying the amounts due under the leases and also entered into a bankruptcy protection
process under Thai Law during 2020, but during 2021 re-commenced paying PBH rentals, and fixed rentals from 1 January
2023, in accordance with restructured and extended leases. The Company also successfully restructured the associated debt.
Accordingly, it is the current opinion of the Board that these lease operations will be self-financing for the foreseeable future.
On the basis of (i) the Group’s current liquid assets, (ii) cash-flow projections, and (iii) the continued improvement of the
landscape for travel, the Directors believe that the going concern basis of accounting is appropriate.
Viability Statement
The Directors confirm that they have carried out a robust assessment of the principal risks facing the Group, including those
that would threaten its business model, future performance, solvency or liquidity, and they are reported elsewhere in the
consolidated annual financial report.
The Directors regularly consider the viability of the Group and are required by the Law to do so on every occasion that any
distribution is to be declared, currently every quarter. In this context, and for their viability assessment, the Directors consider
future cash flows for at least the next three years. A three year period has been selected as it allows for reasonable estimation
of future costs, including interest, and of aircraft values for comparison to outstanding debt at the end of the viability period.
22 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Corporate Information (continued)
The Directors, in assessing the viability of the Group, have paid particular attention to the principal risks faced by the Group
as disclosed in this report, the Audit Committee report and the notes to the Consolidated Financial Statements, reviewing the
risks faced and ensuring that any mitigation measures in place are functioning correctly. Based on the assessment of Principal
Risks and Uncertainties at pages 16 to 20 the risks relevant to the Group are considered to be stable. Mitigation measures
and controls currently in place are deemed to be operating effectively to the extent that these matters are not considered
to pose any doubt in relation to the Group’s viability.
The Directors have considered a detailed cash flow forecast for the running costs of the Group, which is updated regularly, on
the assumption that lessees continue to fulfil their current lease obligations. This assumption is considered to be reasonable
in the light of the recent performance of the lessees and the improving outlook for long haul air travel. The Directors have
also considered current cash-flow projections under various adverse scenarios. Based on all financial and other information
available, including the cash flow forecast and cash flow scenario projections, the Directors believe that unencumbered cash
held and future cash receipts will be sufficient to cover all forecast operating costs of the Group for the three year period up
to at least March 2027, as well as the repayment of loans which mature in 2026, and that therefore the Group will be able
to meet its obligations as they fall due during that period.
The Directors believe that their assessment of the viability of the Group over the period chosen was sufficiently robust and as
a result of their review, the Directors have a reasonable expectation that the Group will be able to continue in operation
and meet its liabilities as they fall due over the period of their assessment.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 23
Overview
Directors’ Report
The Directors present their consolidated annual financial report of the Group, for the financial year ended 31 March 2024.
Principal Activities and Business Review
these activities for the foreseeable future. A description of important events that have occurred during the financial year, their
impact on the Consolidated Financial Statements and a description of the principal risks and uncertainties facing the Group,
together with an indication of important events that have occurred since the end of the financial year and are likely to
affect the Group’s future development are included in the Company Overview, the Chairman’s Statement, Asset Manager’s
Report, this Directors’ Report, the Principal Risks and Uncertainties on pages 3 to 24, the Audit Committee Report and the
notes to the Consolidated Financial Statements contained on pages 43 to 72 and are incorporated herein by reference.
All payments due from lessees were made in accordance with the terms of the respective leases, as amended.
Status
The Company is a Guernsey domiciled company with registered number 59675, the shares of which have been admitted
to trading on the SFS.
Directors
The Directors in office (during the year and up to the date of this report) are shown on pages 14 to 15. Laurence Barron
resigned from the Board of Directors effective 31 March 2024. Mary Gavigan resigned, and Eithne Manning was appointed,
on 30 April 2024. Further details of the Directors’ responsibilities are given on page 25.
Management of Conflicts of Interest
The Company has established guidelines to ensure management of conflicts of interest. The Board has also communicated
its expectations to the Company’s service providers and each Director.
The Board considers conflicts of interest at each Board meeting by reviewing a schedule of each Directors other directorships
and other interests held. Each Director and service provider is required to notify the Secretary of any potential, or actual,
conflict situations that would need to be considered by the Board.
Results and Dividends
The financial results of the Group for the financial year are set out on pages 39 to 42.
The Company declared and paid the following dividends during the financial year:
Announcement Date Payment Date Dividend per Share (pence)
4 April 2023 28 April 2023 1.75
3 July 2023 31 July 2023 1.75
3 October 2023 31 October 2023 1.75
11 January 2024 31 January 2024 2.00
The Company declared and paid the following dividends subsequent to the financial year:
Announcement Date Payment Date Dividend per Share (pence)
2 April 2024 30 April 2024 2.00
2 July 2024 Anticipated 31 July 2024 2.00
Related Parties
There were no events or changes in the related parties during the financial year which had or could have had a material
impact on the financial position of the Group, other than those disclosed in note 26 to this consolidated annual financial
report.
24 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Directors’ Report (continued)
Substantial Shareholdings
As of 18 July 2024 the following Shareholders had notified the Company that they held or controlled 5% or more of the
total voting rights of the Company in issue:
Holder
% of Total Voting
Rights
Number of
Shares*
Weiss Asset Management L.P. 8.99 27,306,302
Royal London Asset Management 8.85 26,887,306
Mirabella Financial Services LLP 8.60 26,141,168
Metage Capital Management Limited 6.85 20,814,876
Newton Investment Management Limited 6.13 18,624,604
Elliot Investment Management L.P. 6.05 18,375,000
*Number of shares as notified directly to the Board or as communicated by Shareholders via TR1 notifications adjusted for any compulsory redemptions in the
interim period from the date of notification to the date of this report.
Disclosure of information to the auditor
The Directors who held office at the date of approval of this report confirm in accordance with the provisions of Section 249
of the Law that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is
unaware; and each Director has taken all the steps that they ought to have taken as a Director to make themselves aware
of any relevant audit information and to establish that the Company’s auditor is aware of that information.
Auditor
KPMG Channel Islands has expressed its willingness to continue in office as auditor and the Audit Committee has recommended
their reappointment. A resolution proposing the reappointment of KPMG Channel Islands Limited will be submitted at the
forthcoming AGM to be held pursuant to section 199 of the Law.
The strategic report on pages 3 to 24 was approved by the Board on 25 July 2024 and is signed on their behalf by:
Robin Hallam
Chairman
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 25
Overview
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the consolidated annual financial report in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law they are required
to prepare the financial statements in accordance with IFRS 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;
• state whether applicable accounting standards have been followed, subject to any material departures disclosed and
explained in the financial statements;
• assess the Group and the Company’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 the Company 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
controls 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. 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 they
ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the
Group’s auditor is aware of that information.
Responsibility statement of the Directors in respect of the Consolidated Annual Financial Report
We confirm that to the best of our knowledge:
• the Consolidated 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;
• the consolidated annual financial report includes a fair review of the development and performance of the business and
the position of the Shareholder, together with a description of the principal risks and uncertainties that they face; and
• We consider the consolidated annual financial report, taken as a whole, is fair, balanced and understandable and
provides the information necessary for Shareholders to assess the Group’s position and performance, business model
and strategy.
Signed on behalf of the Board on 25 July 2024
Robin Hallam
Chairman
26 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Remuneration Report
Overview
In accordance with the Company’s Articles, the Directors shall determine the directors’ fees payable provided that the
aggregate amount of such fees paid in respect of services rendered to the Company shall not exceed £400,000 per annum.
Directors are also entitled to re-imbursement of out-of-pocket expenses incurred in connection with the performance of their
duties or in attending meetings of the Board or of any committees or general meetings.
Directors’ and Officers’ liability insurance cover is also maintained by the Company on behalf of the Directors.
Directors’ Remuneration
The Board carries out a review of non-executive director fees annually. It benchmarks fees against available public market
data and following review of that information considered that it was appropriate to recommend a cost of living adjustment
in relation to non-executive director fees. For the year ended 31 March 2024 that adjustment amounted to 7.08%.
Fees paid to the non-executive Directors in the financial years ended 31 March 2024 and 2023 were as follows:
Director
2024 fees 2023 fees
Regular
directors fees
Additional
directors fees
in relation to
2024
Regular
directors fees
Additional
directors fees
in relation to
2023
Robin Hallam (Chairman) £69,600 £17,100 £65,000 £16,000
David Gelber £69,600
N/A £65,000
N/A
Laurence Barron* £69,600 N/A £65,000 N/A
Mary Gavigan** £69,600 N/A £65,000 N/A
Steve Le Page (Chairman of the Audit Committee)
£69,600
£8,600 £65,000
£8,000
Tom Sharp £10,700 N/A £2,083*** N/A
* Laurence Barron resigned as a director of the Company with effect from 31 March 2024.
** Mary Gavigan resigned as a director of the Company with effect from 30 April 2024.
*** Tom Sharp 2023 fees for part year (appointment date 19 January 2023).
All Directors receive an annual fee and there are no share options or other performance related benefits available to them.
Further details of the directors’ fees are disclosed in note 7.
The terms and conditions of appointment of the non-executive Directors are available for inspection at the Company’s
registered office by prior arrangement with the Secretary.
At the time of writing no Director has a contract of service with the Group, nor are any such contracts proposed. There were
also no outstanding loans or guarantees between the Group and any Director as at the year-end, nor as at the date of this
report.
Directors Interest in Shares
The interests in Shares of the Company held by persons discharging managerial responsibility, including persons closely
associated with them, are shown below:
Number of Shares
held as at
31 March 2024
Number of Shares
held as at the date
of this report
Robin Hallam 82,250 82,250
David Gelber 171,017 171,017
Laurence Barron* — —
Mary Gavigan** 108,736 108,736
Steve Le Page 87,500 87,500
Tom Sharp*** — —
* Laurence Barron resigned as director of the Company with effect from 31 March 2024.
** Mary Gavigan resigned as a director of the Company with effect from 30 April 2024.
*** Tom Sharp is the Chief Investment Officer of Metage Capital Limited, the discretionary fund manager to Metage Funds Limited, a 6.85% Shareholder in
the Company.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 27
Overview
Corporate Governance Statement
Statement of Compliance with the AIC Code, as published in February 2019
The Company, and its wholly-owned subsidiaries, is committed to complying with the corporate governance obligations
which apply to Guernsey registered companies. As a Guernsey incorporated investment company and under the DGTRs of
the UK’s FCA the Company is not required to comply with the UK Code.
However, the Board places a high degree of importance on ensuring that high standards of corporate governance are
maintained and has considered the principles and provisions of the AIC Code, which addresses all of those principles and
provisions set out in the UK Code, as well as setting out additional principles and provisions on issues that are of specific
relevance to investment companies. The Board considers that reporting in accordance with the principles and provisions of
the AIC Code provides more relevant and comprehensive information to Shareholders.
A copy of the AIC Code is available on the AIC website at www.theaic.co.uk/aic-code-of-corporate-governance-0.
For the reasons set out in the introduction to the AIC Code, the Board has considered that the role of the chief executive and
executive directors’ remuneration are not relevant to the position of the Company and has therefore not reported further in
respect of these matters.
Directors are able and encouraged to provide statements to the Board of their concerns and ensure that any items of
concern are recorded in the Board minutes. The Chairman also encourages all Directors to present their view on matters in
an open forum.
Having reviewed the AIC Code, the Board considers that it has maintained procedures during the financial year under review
to ensure that it has complied with the AIC Code. Since the Board is comprised entirely of non-executive Directors, it has
chosen not to form any committees other than an Audit Committee and a Dividend Committee, and the responsibilities of
all other committees envisaged by the AIC Code are fulfilled directly by the Board.
Board Composition
Up to 31 March 2024, the Board comprised of six Directors, their biographies appear on pages 14 to 15 demonstrating the
wide range of skills and experience they each bring to the Board. Laurence Barron resigned from the Board of Directors
effective 31 March 2024. Mary Gavigan resigned from the Board of Directors and Eithne Manning was appointed to the
Board of Directors effective 30 April 2024. All the Directors are non-executive and, for the purpose of provision 13 of the AIC
Code, four of the Directors are considered to be independent, with the Chairman being independent from appointment.
As part of their examination of the independence of the Board, the Board has concluded that those four Directors remain
independent under the principles of the AIC Code. See the section on tenure below.
Robin Hallam is the Chairman.
David Gelber is the SID. As the appointed SID, Mr Gelber provides a sounding board to the Chairman and serves as an
intermediary for Shareholders. Mr Gelber also leads on the evaluation of the performance of the Chairman.
None of the Directors hold employment in any other public companies nor do any of the Directors hold cross-directorships or
have significant links with each other through involvement in any other companies or bodies.
Tenure
The Board notes that provision 23 of the AIC Code expects all directors to be subject to annual re-election. However, the
Company’s Articles require that all Directors who held office at the two preceding AGMs of the Company and did not retire
from office at either of those meetings, shall retire from office and shall be eligible for re-election at the same meeting. The
Board considers that the annual re-election of all the Directors would be disruptive to the Company for continuity purposes
and therefore the Directors will continue to be re-elected in accordance with the Company’s Articles.
Accordingly, at the forthcoming AGM Robin Hallam will retire and, being eligible, offer himself for re-election. The Board has
considered the independence of the Chairman, Robin Hallam, who will have served on the Board for approximately nine
and a half years by the time of the 2024 AGM. Despite the fact that his tenure in the role slightly exceeds to recommendation
in the Code, the Board has concluded that he continues to demonstrate independence of thought and action in his role,
and that his intimate knowledge of the aviation industry and the Group are a considerable advantage. They therefore
recommend his reappointment. The Board will annually reassess his independence and will also consider the independence
of any Director who has been appointed to the Board for a continuous period of nine years.
28 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Corporate Governance Statement (continued)
Board Evaluation
In February 2024 the Board completed a self-evaluation and concluded that its performance was still adequate and
professional and that no corporate governance concerns existed. This conclusion was in line with that of the most recent
external performance evaluation in December 2020. The Board will consider appointing external facilitators again in future
years.
Board Meetings
The Board meets in Guernsey at least four times per year to consider the business and affairs of the Group for the previous
quarter and the outlook for the coming quarter and beyond, at which meetings the Directors review the Group’s Assets and
all other important issues to ensure control is maintained. At two of these meetings the Board considers and, if deemed
appropriate, approves the Group’s published financial statements.
Between these regular meetings, the Board keeps in contact by email, telephone and video conference as well as meeting
to consider specific matters of a transactional nature. Additionally, the Directors hold strategy meetings with relevant advisers
as appropriate.
The Directors are kept fully informed by the Asset Manager, of all matters concerning the Assets and their financial
arrangements and by the Secretary of all matters that are relevant to the business of the Group and which should be brought
to the attention of the Directors and / or Shareholders. All Directors have direct access to the Secretary who is responsible
for ensuring that Board procedures are followed and that there are effective information flows both within the Board and
between the Board and its Asset Manager.
The Directors also have access to the advice and services of the Corporate Broker as required. The Directors may also, in the
furtherance of their duties, take independent professional advice at the Group’s expense.
In the financial year under review the Directors held nine Board meetings and four Audit Committee meetings in order to
carry out their duties. Director’s attendance at these meetings was as follows:
Director Board Ad Hoc Board Audit Committee Dividend Committee
Robin Hallam 4 of 4 3 of 5 N/A* 2 of 4
David Gelber 4 of 4 3 of 5 1 of 4** 1 of 4
Laurence Barron 4 of 4 4 of 5 1 of 4*** 1 of 4
Mary Gavigan 4 of 4 4 of 5 4 of 4 2 of 4
Steve Le Page 4 of 4 5 of 5 4 of 4 4 of 4
Tom Sharp 4 of 4 4 of 5 N/A**** 2 of 4
* Robin Hallam is not as a member of the Audit Committee.
** David Gelber resigned as a member of the Audit Committee on 9 August 2024.
*** Laurence Barron resigned as a member of the Audit Committee on 9 August 2024.
**** Tom Sharp is not a member of the Audit Committee.
A time commitment of approximately 30 days has been set for Board duties in the Directors’ letters of appointment,
although the Board recognises that the time required by Directors may vary depending on the demands of the Group and
any other events. Therefore, it is required that each Director allocates sufficient time to the Group to perform their duties
effectively. It is also expected that each Director will attend all Board meetings and meetings of committees of which they
are a member. The Chairman has confirmed that he considers the performance of each Director to be satisfactory and that
each Director demonstrates continued commitment to their role.
The Board was equally satisfied during the year under review that the Chairman had the commitment to his role and the
time to make himself available at short notice when the need arose.
Board Committees
The Board has considered the establishment of a remuneration committee as set out in provision 37 of the AIC Code, a
management engagement committee, as set out in provision 17 of the AIC Code, and a nomination committee as set out
in provision 22 of the AIC Code.
The Board has concluded that, given the small size of the Board, the Company has no requirement for these committees
and instead, the full Board performs these functions.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 29
Overview
Corporate Governance Statement (continued)
The Board has established an Audit Committee and a Dividend Committee. Details of the activities of each of these
committees are set out below.
Audit Committee
As at the financial year end, the members of the Audit Committee were Mary Gavigan and Steve Le Page. On 9 August
2023, Laurence Barron and David Gelber resigned as members from the Audit Committee. Eithne Manning was appointed
as a member of the Audit Committee effective 30 April 2024. The Audit Committee has regard to the Guidance on Audit
Committees published by the Financial Reporting Council in September 2012 and most recently updated in April 2016. The
Audit Committee examines the effectiveness of the Group’s and its service providers’ internal control systems as appropriate,
the annual and half-yearly reports and financial statements, the auditor’s remuneration and engagement, as well as the
auditor’s independence.
The Audit Committee considers the nature, scope and results of the auditor’s work and reviews it annually prior to providing a
recommendation to the Board on the reappointment or removal of the auditor. When evaluating the external auditor, the
Audit Committee has regard to a variety of criteria including industry experience, independence, reasonableness of audit
plan, ability to deliver constructive criticism, effectiveness of communication with the Board and the Group‘s service providers,
quality control procedures, effectiveness of audit process and added value beyond assurance.
Auditor independence is maintained through limiting non-audit services to specific audit-related work that falls within
defined categories; for example, the provision of advice on the application of IFRS or formal reports for any Stock Exchange
purpose. All engagements with the auditor are subject to pre-approval from the Audit Committee and fully disclosed
within the consolidated annual financial report for the relevant period. A resolution proposing the reappointment of KPMG
Channel Islands Limited will be submitted at the forthcoming AGM to be held pursuant to section 199 of the Law. The Audit
Committee ensures the auditor has appropriate internal mechanisms in place to ensure its independence.
The Audit Committee has recommended to the Board that the reappointment of KPMG Channel Islands Limited as the
Company’s external auditor be proposed to Shareholders at the 2024 AGM. The Audit Committee will, if appropriate,
consider arranging for the external audit contract to be tendered in 2028 (being 10 years from the initial appointment of
KPMG as auditor) with the aim of ensuring a high quality and effective audit.
The Audit Committee meets in Guernsey at least twice a year, shortly before the Board meets to consider the Group’s half-
yearly and annual financial reports, and reports to the Board with its deliberations and recommendations and also holds an
annual audit planning discussion with the auditor. The ultimate responsibility for reviewing and approving the half-yearly and
the annual financial report remains with the Board.
The Audit Committee also operates within clearly defined terms of reference based on the Institute of Chartered Secretaries
and Administrators recommended terms and provides a forum through which the Group’s external auditor reports to the
Board. The Audit Committee can request information from the Company’s service providers with the majority of information
being directly sourced from the Asset Manager, Secretary and Administrator and the external auditor. The terms of reference
of the Audit Committee are available on the Company’s website and on request from the Secretary.
Each year, for good governance, the full Board examines the Audit Committee’s performance and effectiveness, and
ensures that its tasks and processes remain appropriate. Key areas covered include the clarity of the committee’s role and
responsibilities, the balance of skills among its members and the effectiveness of reporting its work to the Board. The Board is
satisfied that all members of the Audit Committee have relevant financial experience and knowledge and ensure that such
knowledge remains up to date. Overall, the Board considers that the Audit Committee has the right composition in terms of
expertise and has effectively undertaken its activities and reported them to the Board during the year.
During the financial year the Audit Committee met to consider the consolidated annual financial report for the year ended
31 March 2023, the consolidated half-yearly financial report for the period ended 30 September 2023 and the audit plan
for the year ended 31 March 2024. The report from the Chairman of the Audit Committee is on pages 31 to 33.
Dividend Committee
The Dividend Committee consists of any one Director, who has been given full power and authority to consider and, if
thought suitable, declare and approve the payment of a dividend in accordance with the Company’s distribution policy as
set out on page 10; subject to no other Director having raised an objection to the declaration of such a dividend.
30 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Corporate Governance Statement (continued)
Bribery
The Directors have undertaken to operate the business in an honest and ethical manner and accordingly take a zero-
tolerance approach to bribery and corruption. The key components of this approach are implemented as follows:
• the Board is committed to acting professionally, fairly and with integrity in all its business dealings and relationships;
• the Group will implement and enforce effective procedures to counter bribery; and
• the Group requires all its service providers and advisers to adopt equivalent or similar principles.
Data Protection
The Group has implemented measures designed to ensure its compliance with the EU General Data Protection Regulation
(EU) 2016/679 and associated legislation in Guernsey and in other jurisdictions. The Company has also issued a privacy
notice explaining the data it holds, how the data is processed and its procedures. This notice is available for review and
download at the Company’s website.
Dialogue with Shareholders
All Shareholders have the right to receive notice of, and attend, general meetings of the Company, at which one or more
members of the Board will be available to discuss issues affecting the Group.
The Company reports on the number of votes lodged on each resolution proposed at an AGM. This information is published
via a regulatory information service and on the Company’s website immediately following the AGM.
The primary responsibility for Shareholder relations lies with the Board which has delegated this role to the Company’s
Corporate Broker. The Corporate Broker has met with the Company’s Shareholders to discuss the Company and seek
feedback for the benefit of the Board and will continue to meet with Shareholders on a periodic basis, or when there is
significant information pertaining to the Company which needs to be discussed with Shareholders. In addition, the Directors
are available to enter into dialogue with Shareholders by telephone or email and the Chairman is always willing to meet
Shareholders, as the Company believes such communication to be important. Shareholders also have the opportunity to
address questions to the Chairman and the Audit Committee at the Company’s AGM.
The Board reviews the Company’s Share register at every Board meeting to monitor the Company’s Shareholder profile
and seeks to ensure that information is presented to Shareholders in a fair, balanced and understandable manner. The
Board would also take action to address any Shareholder concerns raised with it. The Company provides regular updates to
Shareholders through factsheets, webinars and annual and half-yearly financial reports.
The Directors contact details are given on page 73 and can also be found on the last page of each factsheet issued. The
Directors can also be contacted by Shareholders via correspondence sent to the Group’s registered office, or via the Secretary
if they have any concerns.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 31
Overview
Audit Committee Report
Membership
Steve Le Page – Chairman of the Audit Committee
Laurence Barron – Non-executive Director (Resigned from the Audit Committee on 9 August 2023 and resigned as
Non-executive Director on 31 March 2024)
Mary Gavigan – Non-executive Director (Resigned as Non-executive Director and Member from the Audit Committee on
30 April 2024)
David Gelber - Non-executive Director (Resigned from the Audit Committee on 9 August 2023)
Eithne Manning – Non-executive Director (Appointed as Non-executive Director and Member of the Audit Committee on
30 April 2024)
Key Duties
The Audit Committee’s key duties are set out in the Committee’s terms of reference which are available on the Company’s
website; https://www.aa4plus.gg.
Audit Committee Meetings
During the reporting period, the Audit Committee met four times. The Audit Committee reports to the Board on its activities
and on matters of particular relevance to the Board in the conduct of its work.
Financial Reporting and Significant Issues
The Audit Committee’s primary role in relation to financial reporting is to review, with its service providers and the external
auditor the appropriateness of the half-yearly and annual financial reports, the significant financial reporting issues and
accounting policies and the disclosures in the Consolidated Financial Statements. In carrying out this review the members of
the Committee take into account their knowledge of the reporting requirements applicable, the activities of the Company
and as a consequence their expectations of the form and content of the financial reports.
The Corporate Reporting Review Team of the Financial Reporting Council have recently concluded a review of the Company’s
financial report for the year ended 31 March 2023. I am pleased to say that they raised no significant issues, although they
suggested certain disclosure improvements which have been reflected in this annual report.
The significant issues considered by the Audit Committee in relation to this consolidated annual financial report and how
these were addressed were as follows:
Significant issues for the year How the Audit Committee addressed these significant issues
Residual value of aircraft Assets
The Group believes that the use of forecast base values excluding
inflation is a reasonable approximation for residual value as required
per IAS 16 Property, Plant and Equipment. On this basis, updated
investment valuations were commissioned and received from third party
professional appraisers for all of the Assets at the year-end and analysed
by Amedeo and the Directors. The Audit Committee believes that those
valuations are appropriate for the purposes of calculating depreciation.
The residual value excluding inflation used in the calculation of
depreciation is based on the average future maintenance adjusted
base values from three independent appraisers. In the case of the
A380 aircraft, the valuations have been maintenance adjusted to the
minimum return conditions plus end of lease monetary compensation
payable by the lessee (as per the lease contracts). In the case of the
B777 and A350 aircraft, the valuations have been maintenance
adjusted to the return conditions contracted under the lease.
With respect to the A380s, the aircraft type faces a unique situation
in terms of its limited operator base which creates greater uncertainty
around its ultimate residual value. Furthermore, given the ongoing
developments in the market and the lack of historical data points, it
has not been easy to value the aircraft type, which is evident from the
appraisers’ reports. An average of the three independent appraisers is
therefore used to determine the appropriate residual value.
The Assets of the Group comprise six A380-800
aircraft, two B777-300ER aircraft and four
A350-900 aircraft. An annual review is required
of the residual value of the Assets as per IAS 16
Property, Plant and Equipment
.
32 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Audit Committee Report (continued)
Significant issues for the year How the Audit Committee addressed these significant issues
Consideration of any triggers for impairment During 2020/21 and 2021/22, the impact of the COVID 19 pandemic
and associated travel restrictions on residual values of the Group’s Assets
and on the airline industry generally led to significant provisions for
impairment being made in the Consolidated Financial Statements.
Whilst, as referred to above, the current situation of the industry and
of the lessees is much improved, it was felt, in line with IAS36, to be
appropriate to perform another impairment test this year. This process
utilised the same methodology as last year and the Board has concluded
that no further provisions for impairment are required this year.
IAS 36
Impairment of Assets
requires that a review
for impairment be carried out by the Group when
there is an indication of the impairment of an
asset and if events or changes in circumstances
indicate that the carrying amount of an asset may
not be recoverable. The review will compare the
carrying amount of the asset with its recoverable
amount which is the higher of its current market
value and its value-in-use.
Going Concern and Viability
The Audit Committee receives regular reports from the Asset Manager which comment on the situation of both lessees.
Also, as mentioned above, both lessees are performing their obligations under the existing lease contracts in a timely and
complete manner.
However, Thai Airways remains in bankruptcy protection and consequently the market has not yet restored its previous credit
rating. The Directors have established a precautionary credit loss provision against certain receivables from that lessee.
As set out in the going concern note 2(i) and in the viability statement on pages 21 to 22, the Audit Committee and the
Board are comfortable that the Group is both a going concern and viable.
Internal Controls
The Audit Committee has made due enquiry about the internal controls of the Group’s service providers, particularly those
relevant to financial reporting. The Audit Committee is satisfied with the controls currently implemented, but will continue to
review them regularly. The Audit Committee has also asked to be informed of any in-house developments and improved
internal control procedures effected.
Internal audit
The Group has no employees and operates no systems of its own, relying instead on the employees and systems of its
external service providers. The Board has therefore taken the decision that it would not be of any material benefit for the
Group to appoint an internal auditor.
External Audit
The effectiveness of the external audit process is dependent on appropriate audit risk identification at the start of the audit
cycle. The Audit Committee received a detailed audit plan, identifying the external auditor’s assessment of the key financial
reporting risks. For the year, the primary risks identified were in respect of the carrying value of the aircraft assets and
management override of controls.
Using its collective skills, the Audit Committee evaluated the effectiveness of the audit process in addressing the matters
raised through the reporting it received from the external auditor at the start and at the conclusion of the audit. In addition,
the Audit Committee sought feedback from service providers on the effectiveness of the audit process.
For the year, the Audit Committee was satisfied that there had been appropriate focus on the primary areas of audit risk and
assessed the quality of the audit process to be good. The Audit Committee discussed its findings with the external auditor and
will consider if future external audits could be improved.
The Audit Committee holds meetings with the external auditor, and the Audit Committee Chair speaks regularly to the lead
partner, to provide additional opportunity for open dialogue and for feedback from the auditor. If felt necessary, Audit
Committee members would meet with the external auditor without the Administrator or Asset Manager being present.
Matters discussed include the residual valuation of aircraft, appropriateness of any impairment provisions, the auditor’s
assessment of business risks and management activity thereon, the transparency and openness of interactions with the
service providers, the independence of their audit and how they have exercised professional scepticism.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 33
Overview
Audit Committee Report (continued)
Appointment and Independence
The Audit Committee considers the reappointment of the external auditor, including the rotation of the audit partner, each
year and also evaluates their independence on an on-going basis.
The Audit Committee has recommended to the Board the re-appointment of KPMG Channel Island Limited as the Group’s
external auditor be proposed for the year ending 31 March 2025. A resolution proposing the reappointment of KPMG
Channel Islands Limited will be submitted at the forthcoming AGM to be held pursuant to section 199 of the Law.
The Audit Committee will, if appropriate, consider arranging for the external audit contract to be tendered in 2028 (being
ten years from KPMG’s initial appointment) with the aim of ensuring a high quality and effective audit.
Conclusion
The above report outlines the work of the Audit Committee generally, and in specific respect of these Consolidated Financial
Statements. The conclusion of the Audit Committee is that these Consolidated Financial Statements, taken as a whole,
are fair, balanced and understandable, and provide the information necessary for Shareholders to assess the Group’s
performance, business model and strategy. Furthermore, the Audit Committee believes that they show a true and fair view
of the performance of the Company for the year ended 31 March 2024 and of its financial position at that date.
Steve Le Page
Chairman of the Audit Committee
34 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Independent Auditor’s Report to the Members of
Amedeo Air Four Plus Limited
Our opinion is unmodified
We have audited the Consolidated financial statements of Amedeo Air Four Plus Limited (the “Company”) and its
subsidiaries (together, the “Group”), which comprise the consolidated statement of financial position as at 31 March 2024,
the consolidated statements of comprehensive income, changes in equity and cash flows 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 March 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; 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.
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. 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 key audit matter was as follows (unchanged
from 2023):
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 35
Overview
Independent Auditor’s Report to the Members of
Amedeo Air Four Plus Limited (continued)
The risk Our response
Carrying value
of Aircraft
(the “Assets”)
£1,013,468,395; (2023:
£1,161,509,286)
Refer to the Audit
Committee Report on
page 31, note 2 (l)
accounting policy and
note 8 disclosures.
Basis:
IAS 36 ‘
Impairment of assets
’
requires that assets are assessed for
impairment on at least an annual
basis including management’s
estimate of the recoverable amount.
The standard requires that for all
assets in scope at the end of the
reporting period, an entity assess
whether there is any indication that
an asset may be impaired and,
where such indications exist, the
recoverable amount of the asset is
estimated.
The Board, together with the Asset
Manager, performed an impairment
assessment (the “Impairment
Assessment”) in the current year.
The Impairment Assessment was
performed in a manner consistent
with that laid out in notes 2(l) and
8 to the Consolidated financial
statements.
Risk:
The determination of the carrying
value of the Group’s Assets is a
significant area of our audit, given
that it represents a significant portion
of the total assets of the Group.
The valuation risk of the Group’s
Assets incorporates a risk of error
due to the significance of subjective
estimates and complexity involved
in the determination of their carrying
value.
We determined that the carrying
value of the Group’s Assets has a high
degree of estimation uncertainty,
giving rise to a potential range of
reasonable outcomes greater than
our materiality for the Consolidated
Financial Statements as a whole. The
Consolidated Financial Statements
disclose in note 3 the sensitivities
estimated by the Company.
Our audit procedures included but were not
limited to:
Internal Controls:
We assessed the design and implementation of
key controls over the Assets’ valuation.
Challenging managements’ assumptions and
inputs:
We assessed the consistency of the method
applied in the Impairment Assessment with the
approach outlined in the Group’s accounting policy
and the requirements of IFRS.
We assessed the reasonableness of the discount
rate applied in the Impairment Assessment against
the nature of the Assets held by the Group, the
lease agreements in place, and observable
market data where available.
We assessed the reasonableness of the current
market values, residual values and future lease
rentals included in the Impairment Assessment by:
obtaining and reviewing the reports of the three
independent professional appraisers engaged by
the Asset Manager (the “Appraisers”); assessing
their competence, capability, and objectivity;
by performing inquiries with them and the Asset
Manager to understand key judgements; and
by benchmarking the current market values and
residual values to independently obtained market
data.
We compared the current market values, residual
values and future lease rentals included in the
Impairment Assessment to the reports prepared by
the Appraisers.
We compared the cash flows included in the
Impairment Assessment to lease agreements
between the Group and its lessees.
Based on the findings of the procedures outlined
above, we recalculated the carrying value of the
Group’s Assets and compared this to the carrying
value used in the Group’s Impairment Assessment.
Assessing disclosures:
We also considered the Group’s disclosures
(see notes 2(l) and 8) 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 2 (l) and disclosures in note 8 for compliance
with IFRS.
36 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Independent Auditor’s Report to the Members of
Amedeo Air Four Plus 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 £6,790,000, determined with reference to a
benchmark of group total assets of £1,252,283,406, of which it represents approximately 0.5% (2023: 0.5%).
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: 65%) of materiality for the Consolidated financial
statements as a whole, which equates to £5,090,000. 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 £339,500, 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 also concluded that there are no 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”).
In our evaluation of the directors’ conclusions, we considered the inherent risks to the Group and the Company’s business
model and analysed how those risks might affect the Group and the Company’s financial resources or ability to continue
operations over the going concern period. The risks that we considered most likely to affect the Group and the Company’s
financial resources or ability to continue operations over this period were the availability of capital and the lessees’ ability to
make contractual lease payments in order for the Group to meet operating costs and other financial commitments.
We considered whether these risks could plausibly affect the liquidity in the going concern period by comparing severe,
but plausible downside scenarios that could arise from these risks individually and collectively against the level of available
financial resources indicated by the Company’s financial forecasts.
We considered whether the going concern disclosure in note 2 (i) to the financial statements gives a full and accurate
description of the directors’ assessment of going concern.
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;
• we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to
events or conditions that, individually or collectively, may cast significant doubt on the Group and the Company’s ability
to continue as a going concern for the going concern period; and
• we found the going concern disclosure in the notes to the consolidated financial statements 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
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.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 37
Overview
Independent Auditor’s Report to the Members of
Amedeo Air Four Plus Limited (continued)
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.
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 financial report but does not include the Consolidated financial statements and our auditor’s report thereon. Our
38 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Independent Auditor’s Report to the Members of
Amedeo Air Four Plus Limited (continued)
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 25, 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.
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.
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.
David Alexander
for and on behalf of
KPMG Channel Islands Limited
Chartered Accountants and Recognised Auditors
Guernsey
25 July 2024
Consolidated Financial
Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 39
Consolidated Statement of Comprehensive Income
for the year ended 31 March 2024
Notes
1 Apr 2023 to
31 Mar 2024
GBP
1 Apr 2022 to
31 Mar 2023
GBP
INCOME
US Dollar based rental income 4 147,962,497 173,474,478
British Pound based rental income 4 34,687,668 34,624,652
EXPENSES
Operating expenses 6 (4,804,831 ) (4,908,896 )
Depreciation and amortisation of aircraft 8 (122,220,935 ) (129,682,968 )
Expected credit write back/(loss) 13 252,268 (1,842,796 )
(126,773,498 ) (136,434,660 )
Net profit for the year before finance income, finance costs and foreign
exchange gains 55,876,667 71,664,470
FINANCE INCOME
Finance income 9 7,236,249 26,310,651
FINANCE COSTS
Finance costs 10 (37,029,199 ) (40,071,942 )
(37,029,199 ) (40,071,942 )
Foreign exchange gains 92,614 939,728
Income for the year before tax 26,176,331 58,842,907
Income tax expense 25 (27,330 ) (31,668 )
Income for the year after tax 26,149,001 58,811,239
OTHER COMPREHENSIVE INCOME
Items that may be reclassified subsequently to profit or loss
Translation adjustment on foreign operations (6,604,965 ) 15,855,281
Total comprehensive gain for the year 19,544,036 74,666,520
Pence Pence
Earnings per share for the year – basic and diluted 12 8.60 17.11
In arriving at the results for the financial year, all amounts above relate to continuing operations.
The noteson pages 43 to 72 form an integral part of these Consolidated Financial Statements.
40 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Consolidated Statement of Financial Position
as at 31 March 2024
Notes
31 Mar 2024
GBP
31 Mar 2023
GBP
NON-CURRENT ASSETS
Aircraft 8 1,013,468,395 1,161,509,286
Trade and other receivables 14 18,493,966 17,972,187
Derivatives at fair value through profit and loss 21 42,155,539 44,599,777
Deferred tax 25 26,868 54,210
Accrued income 13 31,273,765 34,858,268
CURRENT ASSETS
Accrued income 13 3,664,154 3,704,760
Short-term investments 15 10,950,127 10,719,241
Trade and other receivables 14 1,414,879 111,110
Cash and cash equivalents 16 130,835,713 116,607,126
TOTAL ASSETS 1,252,283,406 1,390,135,965
CURRENT LIABILITIES
Payables 18 200,941 215,370
Deferred income 13 5,466,248 5,628,215
Maintenance provisions 17 63,667,826 45,539,816
Borrowings 19 111,211,850 109,878,152
NON-CURRENT LIABILITIES
Maintenance provisions 17 11,681,677 24,699,887
Borrowings 19 708,707,791 845,529,430
Deferred income 13 12,509,514 17,318,868
TOTAL LIABILITIES 913,445,847 1,048,809,738
TOTAL NET ASSETS 338,837,559 341,326,227
EQUITY
Share capital 20 492,981,504 492,981,504
Foreign currency translation reserve 39,870,921 46,475,886
Retained deficit (194,014,866 ) (198,131,163 )
Pence Pence
Net Asset Value Per Share based on 303,899,361 (2023:303,899,361 )
shares in issue 111.50 112.32
The USD/GBP exchange rate was 1.2623 as at 31March 2024 (2023:1.2337).
The Consolidated Financial Statements were approved by the Board of Directors and authorised for issue on 25 July 2024
and are signed on its behalf by:
Robin Hallam, Chairman
The noteson pages 43 to 72 form an integral part of these Consolidated Financial Statements.
Consolidated Financial
Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 41
Consolidated Statement of Cash Flows
for the year ended 31 March 2024
Notes
1 Apr 2023 to
31 Mar 2024
GBP
1 Apr 2022 to
31 Mar 2023
GBP
OPERATING ACTIVITIES
Income for the year after tax 26,149,001 58,811,239
Increase in accrued income (2,590,996 ) (24,336,592 )
Decrease in deferred income (570,889 ) (1,530,627 )
Interest income (6,114,897 ) (3,344,526 )
Depreciation and amortisation of aircraft 8 122,220,935 129,682,968
Gain on derivatives 9 (897,326 ) (1,393,953 )
Expected credit (write back)/loss (252,268 ) 1,842,796
Taxation expense 25 27,330 31,668
Loan interest payable 10 33,213,552 38,449,531
Fair value adjustments on financial assets 9/10 2,256,461 (21,290,765 )
Increase in payables 12,914 91,643
Maintenance reserves received 6,731,902 8,311,349
(Increase)/decrease in receivables (172,619 ) 915,694
Foreign exchange movement (92,614 ) (939,728 )
Amortisation of debt arrangement costs 10 1,559,186 1,622,411
NET CASH FROM OPERATING ACTIVITIES 181,479,672 186,923,108
INVESTING ACTIVITIES
Investment in short-term deposits 15 (10,950,127 ) (10,719,241 )
Withdrawal from short-term deposits 15 10,719,241 20,770,215
Interest received 9 6,114,897 3,344,526
NET CASH FROM INVESTING ACTIVITIES 5,884,011 13,395,500
FINANCING ACTIVITIES
Dividends paid 11 (22,032,704 ) (19,102,241 )
Share redemption paid 20 — (28,002,108 )
Repayments of capital on senior loans 24 (110,751,708 ) (103,301,759 )
Payments of interest on senior loans 24 (26,732,378 ) (31,068,163 )
Payments of interest on junior loans 24 (11,356,947 ) (11,849,067 )
Security trustee and agency fees 10 (211,963 ) (219,593 )
Gain received on derivatives 969,109 1,585,327
NET CASH USED IN FINANCING ACTIVITIES (170,116,591 ) (191,957,604 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 116,607,126 101,644,952
Increase in cash and cash equivalents 17,247,092 8,361,004
Effects of foreign exchange rates (3,018,505 ) 6,601,170
CASH AND CASH EQUIVALENTS AT END OF YEAR 16 130,835,713 116,607,126
The notes on pages 43 to 72 form an integral part of these Consolidated Financial Statements.
42 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Consolidated Statement of Changes in Equity
for the year ended 31 March 2024
Notes
Share
capital
GBP
Retained
deficit
GBP
Foreign
currency
translation
reserve
GBP
Total
GBP
Balance as at 1 April 2023 492,981,504 (198,131,163 ) 46,475,886 341,326,227
Income for the year — 26,149,001 — 26,149,001
Other comprehensive loss for the year — — (6,604,965 ) (6,604,965 )
Total comprehensive gain for the year — 26,149,001 (6,604,965 ) 19,544,036
Transactions with owners of the
Company:
Dividends paid 11 — (22,032,704 ) — (22,032,704 )
Total transactions with owners of the
Company: — (22,032,704 ) — (22,032,704 )
Balance as at 31 March 2024 492,981,504 (194,014,866 ) 39,870,921 338,837,559
Notes
Share
capital
GBP
Retained
deficit
GBP
Foreign
currency
translation
reserve
GBP
Total
GBP
Balance as at 1 April 2022 520,983,612 (237,840,161 ) 30,620,605 313,764,056
Income for the year — 58,811,239 — 58,811,239
Other comprehensive gain for the
year
Total comprehensive gain for the year
Transactions with owners of the
Company:
Share redemption 20 (28,002,108 ) — — (28,002,108 )
Dividends paid 11— (19,102,241 ) — (19,102,241 )
Total transactions with owners of the
Company: (28,002,108 ) (19,102,241 ) — (47,104,349 )
Balance as at 31 March 2023 492,981,504 (198,131,163 ) 46,475,886 341,326,227
The notes on pages 43 to 72 form an integral part of these Consolidated Financial Statements.
Notes to the Consolidated
Financial Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 43
Notes to the Consolidated Financial Statements
for the year ended 31 March 2024
1. GENERAL INFORMATION
The consolidated financial information incorporates the results of Amedeo Air Four Plus Limited (the “Company”) and
its Guernsey Subsidiaries, AA4P Alpha Limited, AA4P Beta Limited, AA4P Gamma Limited, AA4P Delta Limited, AA4P
Epsilon Limited, AA4P Zeta Limited, AA4P Eta Limited, AA4P Theta Limited, AA4P Lambda Limited, AA4P Mu Limited,
AA4P Nu Limited and AA4P Xi Limited, and its Irish Subsidiaries, AA4P Leasing Ireland Limited and AA4P Leasing Ireland
2 Limited (each a “Subsidiary” and together the “Subsidiaries”) (together the Company and the Subsidiaries are known
as the “Group”).
The Company was incorporated in Guernsey on 16 January 2015 with registered number 59675. Its share capital
consists of one class of redeemable ordinary shares (“Shares”). The Shares are admitted to trading on the SFS of the
London Stock Exchange’s Main Market. The Company and the Guernsey Subsidiaries are tax residents in Guernsey. AA4P
Leasing Ireland Limited and AA4P Leasing Ireland 2 Limited are Irish tax resident trading companies.
The Company’s investment objective is to obtain income returns and a capital return for its Shareholders by acquiring,
leasing and then selling aircraft.
Since the completion of its initial public offering on 13 May 2015, the Company has acquired eight Airbus A380, two
Boeing 777-300ER, four Airbus A350-900 and has sold two Airbus A380 aircraft. Eight of the remaining aircraft are
leased to Emirates and four aircraft are leased to Thai Airways. All aircraft are leased for a period of 12 years from each
respective delivery date, except the four aircraft leased to Thai Airways, where the lease agreements were extended by
72 months. In order to complete the purchase of these aircraft, subsidiaries of the Company entered into debt financing
arrangements which, together with the equity proceeds were used to finance the acquisition of the aircraft.
Rental income received is used to pay loan interest and regular capital repayments of debt. US Dollar lease rentals
and loan repayments are furthermore fixed, some loan repayments making use of interest rate swaps, at the outset of
the Group’s acquisition of an aircraft and are very similar in amount and timing except for the repayment of bullet and
balloon repayments of principal due on the final maturity of a loan. Interest rate caps were entered into with effective
date 1 January 2023 as part of the loan restructuring with the lenders of the Thai aircraft.
2. ACCOUNTING POLICIES
The material accounting policies adopted by the Group are as follows:
(a) Basis of preparation
The Consolidated Financial Statements have been prepared in accordance with IFRS, which comprise standards
and interpretations approved by the International Accounting Standards Board (“IASB”). The Consolidated Financial
Statements give a true and fair view and comply with the Law.
The accounting policies adopted are consistent with those of the previous financial year, except for the adoption of the
new and amended standards set out below.
Changes in accounting policies and disclosure
The following Standard’s or Interpretations have been adopted in the current year. Their adoption has not had a
material impact on the amounts reported in these Consolidated Financial Statements and is not expected to have any
impact on future consolidated financial periods except where stated otherwise.
New and amended IFRS Standards that are effective for the current period
Amendments to IAS 1 ‘Presentation of financial statements’ and IAS 8 ‘Accounting policies, changes in accounting
estimates and error’ on the definition of material. The effective date is for annual periods beginning on or after 1 January
2023. These amendments to IAS 1, IAS 8 and consequential amendments to other IFRSs:
• use a consistent definition of materiality throughout IFRSs and the Conceptual Framework for Financial Reporting;
• clarify the explanation of the definition of material; and
• incorporate some of the guidance in IAS 1 about immateriality information.
44 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
2. ACCOUNTING POLICIES (continued)
(a) Basis of preparation (continued)
Definition of Accounting Estimates (Amendments to IAS 8) – The amendments replace the definition of a change in
accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are
“monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting
estimates if accounting policies require items in financial statements to be measured in a way that involves measurement
uncertainty. The amendments clarify that a change in accounting estimate that results from new information or new
developments is not the correction of an error. Effective for annual periods beginning on or after 1 January 2023.
Narrow scope amendments to IAS 1, Practice statement 2 and IAS 8 – The amendments aim to improve accounting
policy disclosures and to help users of the financial statements to distinguish between changes in accounting estimates
and changes in accounting policies.
New and Revised Standards in issue but not yet effective
Classification of Liabilities as Current or Non-current – Deferral of Effective Date (Amendment to IAS 1) – The amendment
defers the effective date of the January 2020 amendments so that entities would be required to apply the amendment
for annual periods beginning on or after 1 January 2024.
Amendment to IFRS 16 – Leases on sale and leaseback. These amendments include requirements for sale and leaseback
transactions in IFRS 16 to explain how an entity accounts for a sale and leaseback after the date of the transaction. Sale
and leaseback transactions where some or all the lease payments are variable lease payments that do not depend on
an index or rate are most likely to be impacted. Annual periods beginning on or after 1 January 2024.
Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants – Amendments to IAS 1.
IAS 1.76ZA has been added to require an entity to provide disclosure when a liability arising from a loan agreement
is classified as non-current and the entity’s right to defer settlement is contingent on compliance with future covenants
within twelve months. This disclosure must include information about the covenants and the related liabilities as well
as any facts and circumstances that indicate the entity may have difficulty complying with the covenants. Effective for
annual periods beginning on or after 1 January 2024.
IFRS S1, ‘General requirements for disclosure of sustainability’ – related financial information. This standard includes the
core framework for the disclosure of material information about sustainability-related risks and opportunities across an
entity’s value chain. Effective for reporting periods beginning on or after 1 January 2024, subject to endorsement of the
standard in the Company’s jurisdiction, which is to be confirmed.
IFRS S2, ‘Climate-related disclosures’ – This is the first thematic standard issued that sets out requirements for entities to
disclose information about climate-related risks and opportunities. Effective for reporting periods beginning on or after
1 January 2024, subject to endorsement of the standard in the Company’s jurisdiction, which is to be confirmed.
The Board have assessed the new but not yet effective standards applicable to the Company and have concluded that
they will not have a material impact to the Company.
(b) Basis of consolidation
The consolidated financial information incorporates the results of the Company and the Subsidiaries. The Company owns
100% of all the shares in the Subsidiaries which grants it exposure to variable returns from the entities and the power
to affect those returns, granting it control in accordance with IFRS 10. Intra-group balances and transactions, and any
unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated
financial information.
(c) Taxation
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or
loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other
comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates
enacted, or substantively enacted, at the reporting date, and any adjustment to tax payable in respect of previous
years.
Notes to the Consolidated
Financial Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 45
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
2. ACCOUNTING POLICIES (continued)
(c) Taxation (continued)
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following
temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and
that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly
controlled entities to the extent that it is probable that the deferred tax will not reverse in the foreseeable future. In
addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse,
based on the laws that have been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent
that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are
reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit
will be realised.
The Company and the Guernsey Subsidiaries have been assessed for tax at the Guernsey standard rate of 0%. Since
AA4P Leasing Ireland Limited and AA4P Leasing Ireland 2 Limited are Irish tax resident trading companies, their net
lease rental income earned (after tax deductible expenditure) will be taxable as trading income at 12.5% under Irish
tax regulations. Please refer to note 25 for more information.
(d) Share capital
Shares are classified as equity. Incremental costs directly attributable to the issue of Shares are recognised as a deduction
from equity.
(e) Interest income and expenses
Interest income and expenses are accounted for on an effective interest rate basis.
(f) Foreign currency translation
exchange ruling at the date of the transaction.
Retranslation of subsidiaries:
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional
currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are
recognised in other comprehensive income in the Consolidated Statement of Comprehensive Income.
On consolidation the financial statements of foreign subsidiaries whose functional currency is not GBP are translated into
GBP as follows: statement of financial position items are translated into GBP at the period end exchange rate; statement
of income items are translated into GBP at the exchange rates applicable at the transaction dates or at the average
exchange rates at each respective quarter end, as long as this is not rendered inappropriate as a basis for translation by
major fluctuations in the exchange rate during the period; unrealised gains and losses arising from the translation of the
financial statements of foreign subsidiaries are recorded under “Translation adjustment on foreign operations” in other
comprehensive income that may subsequently be reclassified to profit or loss. The cumulative gains and losses arising
from the translation of the financial statements of foreign subsidiaries are held in equity as a foreign currency translation
reserve and are reclassified to profit and loss on disposal or liquidation of foreign subsidiaries.
(g) Cash and cash equivalents
Cash at bank and short-term deposits which are held to maturity are carried at cost. Cash and cash equivalents are
defined as call deposits, short-term deposits with a maturity of three months or less and highly liquid investments readily
convertible to known amounts of cash and subject to insignificant risk of changes in value.
46 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
2. ACCOUNTING POLICIES (continued)
(h) Segmental reporting
The Directors have overall responsibility for the Group’s activities, including investment activity and are therefore
considered the chief operating decision maker.
The Directors are of the opinion that the Group is engaged in a single segment of business, being acquiring, leasing and
selling aircraft (together the “Assets” and each an “Asset”). The Directors consider this appropriate due to the nature of
the revenue earned for the business as a whole from its aircraft, being lease income from lessees predominantly as a
result of passenger revenue earned by the airlines. However, the Directors have chosen to disclose certain geographical
information as per note 27.
(i) Going concern
The Directors have prepared these Consolidated Financial Statements for the year ended 31 March 2024 on the going
concern basis.
In their consideration of the appropriateness of the going concern basis, the Directors have taken account of the fact
that the Group has always received the lease payments due from Emirates Airlines, the Group’s principal lessee, in full
and on time. Cash flow modelling carried out has indicated that future lease receipts will enable the Group to meet
its obligations as they fall due for at least the next fifteen months from the date of signing these Consolidated Financial
Statements.
One of the lessees, Thai Airways, stopped paying the amounts due under the leases and also entered into a bankruptcy
protection process under Thai Law during 2020, but during 2021 re-commenced paying PBH rentals, and fixed rentals
from 1 January 2023, in accordance with restructured and extended leases, although it still remains in bankruptcy
protection. The Company also successfully restructured the associated debt. Accordingly, it is the current opinion of the
Board that these lease operations will be self-financing for the foreseeable future.
On the basis of (i) the Group’s current liquid assets, (ii) cash-flow projections, and (iii) the current improving landscape
for travel, the Directors believe that the going concern basis of accounting is appropriate.
(j) Rental income
In line with note 3 the leases relating to the Assets have been classified as operating leases. The Assets are shown as
non-current assets in the Consolidated Statement of Financial Position.
Rental income including fixed lease payments, advance lease payments and one-off end of life lease payments (as
detailed in note 4) from operating leases is recognised on a straight-line basis over the term of the relevant lease.
Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the
leased asset and amortised on a straight-line basis over the lease term. Accrued and deferred income represents the
difference between actual operating lease payments received (including some received in full upfront) and the amount
to be accounted for in the accounting records on a straight-line basis over the operating lease terms.
In accordance with the restructured and extended leases agreed between the Company and Thai Airways, effective
from 15 December 2021, variable lease payments in the form of power by the hour (“PBH”) rentals were introduced
from the effective date of the amended lease agreements up until 31 December 2022. This is followed by fixed lease
payments from 1 January 2023 up until the original expiry dates of the amended lease agreements. For the extension
period of 72 months from the original expiry dates an amount agreed between the Company and Thai Airways will be
paid, which has been determined by taking the average base lease rate from three appraisers (refer to note 3 under
Key Sources of Estimation Uncertainty).
The Thai Airways variable lease payments have been recognised as rental income as received. The Thai Airways fixed
lease payments, including the lease payments from the 72 months extension period are recognised on a straight-
line basis over the term of the restructured and extended lease agreements. This has resulted in the accumulation of
accrued income over the variable lease payment period as income has been recognised but not yet received. From
the commencement of the fixed lease payment period on 1 January 2023 onwards, the accrued income balance will
be released over the remaining life of the Thai Airways lease agreements.
Notes to the Consolidated
Financial Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 47
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
2. ACCOUNTING POLICIES (continued)
(j) Rental income (continued)
In accordance with the lease agreements for two of the aircraft leased to Emirates, a one-off end of lease payment is
receivable. The income from these one-off end of life lease payments is accrued on a straight-line basis over the life of
the leases and is included in non-current receivables as it is due to be received in 2028.
Advanced lease payments were received at the start of some of the lease agreements. Advanced lease payments are
recognised as deferred income initially and released through the Statement of Comprehensive Income on a straight-line
basis over the relevant lease term.
Further details are provided in note 3 for Critical Accounting Judgements relating to the operating leases, notes 4 and
5 for income from operating leases, note 13 for accrued and deferred income from operating leases, and note 14 for
trade receivables relating to one-off end of life lease payments from operating leases.
(k) Maintenance provision liabilities
In many aircraft operating lease contracts, the lessee has the obligation to make periodic payments which are calculated
with reference to utilisation of airframes, engines and other major life-limited components during the lease. In most
lease contracts, upon presentation by the lessee of the invoices evidencing the completion of qualifying work on the
aircraft, the Group reimburses the lessee for the work, up to a maximum of the advances received with respect to such
work.
The Group records such amounts as maintenance provisions until such time as any retention is virtually certain. Maintenance
provisions not expected to be utilised within one year are classified as non-current liabilities and maintenance provisions
expected to be utilised within one year are classified as current liabilities.
The Group generally reimburses the lessee or subsequent lessee out of payments received by the Group when the
Group is satisfied that the qualifying major maintenance event has been performed. Upon expiry of a lease, any
shortfall or surplus that is identified in the maintenance provision liability for an aircraft as compared to the expected
future reimbursement obligations to the lessee will be charged or released to the profit or loss. Upon the sale of an
aircraft, the maintenance reserve liability for that aircraft which is not transferred to the buyer will be released to the profit
or loss. Upon redelivery of the A380 aircraft leased to Emirates at the end of the lease, if the aircraft does not meet
the economic basis upon which the return condition is set out, monetary compensation may be receivable. Where the
aircraft has been brought into the set out return conditions, this will not be due. These amounts from Emirates would be
incremental and separate from the fixed amounts due should the lessor choose to return aircraft in anything other than
full-life economic conditions. Further details are given in note 17.
(l) Property, plant and equipment – Aircraft
In line with IAS 16 Property Plant and Equipment, each Asset is initially recorded at cost, being the fair value of the
consideration paid. The cost of the Asset is made up of the purchase price of the Assets plus any costs directly attributable
to bringing it into working condition for its intended use. Costs incurred by the lessee in maintaining, repairing or
enhancing the aircraft are not recognised as they do not form part of the costs to the Group. Accumulated depreciation
and any recognised impairment losses are deducted from the cost to calculate the carrying amount of the Asset.
(a) Depreciation
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, then it is an operating
lease. As part of this assessment, the Group considers certain indicators such as whether the asset is expected to have
a significant portion of its useful economic life remaining at the end of the lease. The leases relating to the Assets have
been classified as operating leases as the terms of the leases do not transfer substantially all the risks and rewards of
ownership to the lessee.
48 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
2. ACCOUNTING POLICIES (continued)
(l) Property, plant and equipment – Aircraft (continued)
Depreciation is recognised so as to write off the cost of each Asset, less the estimated residual value, over the lease
term of the Asset of twelve years for the aircraft leased to Emirates and eighteen years for the aircraft leased to Thai
Airways, using the straight line method. Residual values have been arrived at by taking the average amount as per
the independent external valuers and after taking into account disposition fees. The Directors consider that the use
of forecast base values, excluding inflation, is a reasonable approximation for residual value as required by IAS 16
Property, Plant and Equipment.
The depreciation method reflects the pattern of benefit consumption. The residual value is reviewed annually in March
and is an estimate of the amount the entity would receive today, if the Asset were already of the age and condition it
will be in at the end of the lease.
Depreciation starts when the Asset is available for use.
(b) Impairment
At each financial year end date, the Group reviews the carrying amounts of its Assets to determine whether there is any
indication that those Assets have suffered an impairment loss. If any such indication exists, the recoverable amount of
the Asset is estimated to determine the extent of the impairment loss (if any). Further details are given in note 3.
Recoverable amount is the higher of fair value less costs to sell and the value-in-use. In assessing value-in-use, the
estimated future cash flows of the asset are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the Asset, for which the estimates of
future cash flows have not been adjusted.
If the recoverable amount of an Asset is estimated to be less than its carrying amount, the carrying amount of the Asset
is reduced to its recoverable amount. An impairment loss is recognised immediately in the Consolidated Statement of
Comprehensive Income. Where an impairment loss subsequently reverses, the carrying amount of the Asset is increased
to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been recognised for the Asset in prior years.
A reversal of an impairment loss is recognised immediately in Consolidated Statement of Comprehensive Income.
(m) Financial assets and financial liabilities
(a) Classification
The Group classified its financial assets and financial liabilities in the following measurement categories:
— those to be measured subsequently at fair value (either through other comprehensive income (“OCI”), or through
the Consolidated Statement of Comprehensive Income); and
— those to be measured at amortised cost.
The classification depends on the Group’s business model for managing the financial assets and the contractual terms
of the cash flows.
For assets measured at fair value, gains and losses will be recorded in the Consolidated Statement of Comprehensive
Income.
The interest rate swaps and interest rate caps in the Group are measured at Fair Value through Profit or Loss (“FVTPL”) as
they are managed on a fair value basis in accordance with a documented investment strategy and accordingly they
will be mandatorily measured at FVTPL under IFRS 9. The Group does not classify any derivatives as hedges in a hedging
relationship.
(b) Recognition/derecognition
A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument.
Financial liabilities are derecognised if the Group’s obligations, specified in the contract, expire, or are discharged, or
cancelled.
Notes to the Consolidated
Financial Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 49
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
2. ACCOUNTING POLICIES (continued)
(m) Financial assets and financial liabilities (continued)
Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire,
are extinguished, or if the Group transfers the financial assets to a third party and transfers all the risks and rewards of
ownership of the Asset, or if the Group does not retain control of the Asset and transfers substantially all the risk and
rewards of ownership of the Asset.
(c) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at
FVTPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial
assets carried at FVTPL are expensed in the Consolidated Statement of Comprehensive Income.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows
are solely payment of principal and interest.
Financial assets
Subsequent measurement of financial assets depends on the Group’s business model for managing the asset and the
cash flow characteristics of the asset. The Group classifies its financial assets into the following measurement categories:
Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely
payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included
in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly
in the Consolidated Statement of Comprehensive Income and presented in other gains/(losses), together with foreign
exchange gains and losses. Provision for impairment losses are presented as a separate line item in the Consolidated
Statement of Comprehensive Income.
Financial assets currently measured at amortised cost are cash and cash equivalents, receivables and short-term
investments. These instruments meet the solely principal and interest criterion and are held in a held-to-collect business
model. Accordingly, they will continue to be measured at amortised cost under IFRS 9.
Derivative instruments
Changes in the fair value of financial assets at FVTPL are recognised in the Consolidated Statement of Comprehensive
Income as applicable.
Financial assets and financial liabilities at FVTPL are initially recognised at fair value. Transaction costs are expensed in the
Consolidated Statement of Comprehensive Income. Subsequent to initial recognition, all financial assets and financial
liabilities at fair value through profit or loss are measured at fair value. Gains and losses arising from changes in the
fair value of the ‘financial assets or financial liabilities at fair value through profit or loss’ category are presented in the
Consolidated Statement of Comprehensive Income in the period in which they arise.
(c) Impairment
The Group recognises loss allowances for ECL on financial assets measured at amortised cost. The Group measures loss
allowances at an amount equal to lifetime ECL. Loss allowances for trade debtors and contract assets (which includes
accrued income as per note 13) are always measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when
estimating ECL, the Group considers reasonable and supportable information that is relevant and available without
undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s
historical experience and informed credit assessment and including forward-looking information.
When estimating any ECL arising on short-term investments, the impairment methodology applied depends on whether
there has been a significant increase in credit risk.
50 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
2. ACCOUNTING POLICIES (continued)
(m) Financial assets and financial liabilities (continued)
(c) Impairment
(continued)
As per IFRS 9, a receivable has a low credit risk if:
• it has a low risk of default;
• the borrower has a strong capacity to meet its contractual cash flow obligations in the near term; and
• adverse changes in economic and business conditions in the longer term might, but will not necessarily, reduce the
ability of the borrower to fulfil its obligations.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash
shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows
that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset. The gross
carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect
of recovery.
For trade and other receivables and contract assets, the Group applies the simplified approach permitted by IFRS 9,
which requires expected lifetime losses to be recognised from initial recognition of the receivables.
(n) Non-derivative financial liabilities
Financial liabilities consist of payables, security deposits and borrowings. The classification of financial liabilities at initial
recognition will be at amortised cost, to the extent it is not classified at FVTPL. All financial liabilities classified as FVTPL
are initially measured at fair value, net of transaction costs. All financial liabilities are recorded on the date on which the
Group becomes party to the contractual requirements of the financial liability.
Amortised cost: Interest expenses from financial liabilities is included in finance costs using the effective interest rate
method. Any gain or loss arising on derecognition is recognised directly in the Consolidated Statement of Comprehensive
Income and presented in other gains/(losses), together with foreign exchange gains and losses.
Financial liabilities are subsequently measured at amortised cost using the effective interest rate method, with the
interest expense recognised on an effective interest rate basis.
The effective interest rate method is a method of calculating the amortised cost of the financial liability and of allocating
interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future
cash payments through the expected life of the financial liability, to the net carrying amount on initial recognition.
Associated costs are subsequently amortised on an effective interest rate basis over the life of the loan and are shown
net on the face of the Consolidated Statement of Financial Position over the life of the loan.
In accordance with IFRS 9, when a debt instrument is restructured or refinanced and the terms have been substantially
modified, the transaction is accounted for as an extinguishment of the old debt instrument, and the recognition of a
new instrument at fair value. The difference between the fair value of the debt and the old debt at amortised cost is
recognised as a gain or loss in the Consolidated Statement of Comprehensive Income. Costs or fees incurred as part of
the modification are recognised as part of the gain or loss on extinguishment.
If the exchange or modification is not accounted for as an extinguishment (i.e. because the modification is non-
substantial), then the amortised cost of the liability is recalculated by discounting the revised estimated future cash flows
at the instrument’s original effective interest rate. The adjustment to the new amortised costs is recognised as a catch up
gain or loss in the Consolidated Statement of Comprehensive Income. Costs or fees incurred as part of the modification
are added to the liability and amortised over the term of the modified liability.
The Group derecognises financial liabilities when, and only when, the Group has transferred substantially all risks and
rewards of its obligations.
Notes to the Consolidated
Financial Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 51
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
2. ACCOUNTING POLICIES (continued)
(o) Net Asset Value
In circumstances where the Directors are of the opinion that the NAV or NAV per Share, as calculated under prevailing
accounting standards, is not appropriate or could give rise to a misleading calculation, the Directors, in consultation with
the Administrator may determine, at their discretion, an alternative method for calculating a more useful value of the
Group and shares in the capital of the Company, which they consider more accurately reflects the value of the Group.
3. SIGNIFICANT JUDGEMENTS AND ESTIMATES
In the application of the Group’s accounting policies, which are described in note 2, the Directors are required to
make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily
apparent from other sources. The estimates and associated assumptions are based on historical experience and other
factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the
revision and future periods if the revision affects both current and future periods.
Critical judgements in applying the Group’s accounting policies
The following are the critical judgements and estimates that the Directors have made in the process of applying
the Group’s accounting policies and that have the most significant effect on the amounts recognised in the financial
information.
CRITICAL ACCOUNTING JUDGEMENTS
Depreciation
The depreciation method reflects the pattern of benefit consumption. The residual value is reviewed annually in March
and is an estimate of the amount the entity would receive today if the Asset were already of the age and condition
they will be in at the end of the lease. As detailed in note 8 there was a change in the estimated residual value for all
aircraft, which resulted in a net decrease (2023: increase) in the annual depreciation charge for the year.
Depreciation starts when the Asset is available for use.
Operating lease commitments – Group as lessor
The Group had entered into operating leases on twelve Assets as at the year-end (2023: twelve) (see note 5). The
Group has determined, based on an evaluation of the terms and conditions of the arrangements, that it retains all the
significant risks and rewards of ownership of these Assets and accounts for the contracts as operating leases. Additionally,
the ownership of the Assets is not automatically transferred to the lessee after termination of the lease, and should the
lessee purchase the asset, a fair market price will be determined. Finally, the Assets are not specialised in nature resulting
in only the lessor being able to use the Assets.
KEY SOURCES OF ESTIMATION UNCERTAINTY
Residual value of Aircraft used in depreciation calculation
As described in note 2(l)a, the Group depreciates the Assets on a straight line basis over the term of the lease, after
taking into consideration the estimated residual value. IAS 16 Property, Plant and Equipment requires residual value to
be determined as an estimate of the amount that the Group would currently obtain from the disposal of the Asset, after
deducting the estimated costs of such disposal, if it were of the age and condition expected at the end of the lease.
After consulting with the Asset Manager, the Directors have concluded that the forecast maintenance adjusted base values
excluding inflationary effects (determined annually from three independent expert aircraft valuers) is a reasonable
approximation of the residual value. In the case of the A380 aircraft, the valuations have been maintenance adjusted to
the Minimum Return Conditions (“MRC”) in the lease contract plus the associated end of lease monetary compensation
payable by the lessee.
52 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
3. SIGNIFICANT JUDGEMENTS AND ESTIMATES (continued)
Residual value of Aircraft used in depreciation calculation (continued)
In estimating residual value at the 31 March 2024 audited annual year end (and 31 March 2023 year-end) for
the A350 and Boeing 777-300ER aircraft, the valuations have been maintenance adjusted to the return conditions
contracted under the respective lease agreements. Directors have made reference to values using forecasted base
values (excluding inflationary effects) for the aircraft obtained from three independent expert aircraft appraisers. Base
value is the appraiser’s opinion of the underlying economic value of an aircraft, in an open, unrestricted, stable market
environment with a reasonable balance of supply and demand. Full consideration is assumed of its “highest and best
use” given the fact that the aircraft are held for use in a leasing business. Maintenance adjusted value refers to the
adjustment made to the base value of the Assets, to reflect the actual contracted maintenance condition at the end of
the lease. It accounts for the impact of maintenance actions on the overall value of the Assets.
An asset’s base value is determined using the historical trend of values and in the projection of value trends and
presumes an arm’s-length, cash transaction between willing, able, and knowledgeable parties, acting prudently, with
an absence of duress and with a reasonable period of time available for marketing. In the appraisers’ valuations, the
base value of an aircraft excludes reconfiguration costs and assumes the physical condition is average for an asset of its
type and age and that all maintenance requirements and schedules have been met.
The Group conducted a review on the aircraft held at 31 March 2024, which resulted in an increase in the residual values
of the aircraft at the end of the lease. The adjustment, due to an increase in estimated residual values led to a decrease
in depreciation charged in the year of £2,511,269 (31 March 2023: increase of £1,484,408) and will have the same
impact the on estimated depreciation in future years, as in the current year, if there are no further revisions in residual
values. The effect of these changes on depreciation are included in the reconciliation of accumulated depreciation and
amortisation table in note 8, where the depreciation before and after the residual value adjustment is noted.
The estimation of residual value remains subject to uncertainty. If a reasonable possible change in residual value
in USD terms, had for instance increased by 20%, the depreciation charge would decrease which would result in
increase in net profit/(loss) before exchange gains for the period and increase in closing Shareholders’ equity by
approximately £16.54 million (31 March 2023: Increased by £13.87 million). If the residual value had decreased by
20%, the depreciation and impairment charge would increase, which would result in decrease in net profit/(loss) before
exchange gains for the period and decrease in closing Shareholders’ equity by approximately £34.90 million (31 March
2023: Decreased by £52.07 million).
Impairment
Factors that are considered important which could trigger an impairment review include, but are not limited to, a
significant decline in the market value beyond that which would be expected from the passage of time or normal use,
significant changes in the technology and regulatory environments and evidence from internal reporting which indicates
that the economic performance of the asset is, or will be, worse than expected. The Directors considered the issue at
length and are of the opinion that an impairment review be undertaken.
As described in note 2(l), an impairment loss exists when the carrying value of an asset or cash generating unit exceeds
its recoverable amount, which is the higher of its fair value less costs to sell and its value-in-use. The Directors review the
carrying amounts of the Assets at each audited reporting date and monitor the Assets for any indications of impairment
as required by IAS 16 Property, Plant and Equipment and IAS 36 Impairment of Assets.
In assessing value-in-use, the estimated future cash flows expected to be generated by the asset (i.e. the income
streams associated with the lease and the expected future maintenance adjusted base value of the aircraft at the end
of the lease) are discounted to their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset and the credit risk profile of the lessees.
In determining fair value less costs of disposal, recent market transactions are taken into account, if available. If no such
transactions can be identified, an appropriate valuation model is used. Such a valuation reflects the highest and best
use, given the fact that the aircraft are held for use in a leasing business.
Notes to the Consolidated
Financial Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 53
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
3. SIGNIFICANT JUDGEMENTS AND ESTIMATES (continued)
Impairment (continued)
The Board together with the Asset Manager decided that it was necessary to conduct an impairment test in the current
year, as the below items resulted in pricing changes for the current portfolio of aircraft:
• changing technologies, market innovation and changes to key production programs, as well as the timing of new
aircraft model launches;
• information regarding Airbus cancellation of the A380 programme and further updates on the market for A380
aircraft, creating uncertainty as to the liquidity of the future market for sale or re-lease; and
• the Group’s market capitalisation as at 31 March 2024 is lower than the Group’s Net Assets in the Statement of
Financial Position at the same date.
The assessment was performed by comparing the net book value of each aircraft to the higher of its fair value, less costs
to sell and its value-in-use. For all of the A380 and 777-300ER aircraft the value-in-use was used as the recoverable
amounts. Rental cash flows to the end of the contracts have been used in the calculation of value-in-use, as the cash flows
are contractual. Any assumptions with regards to issues of counterparty credit risk have been reflected in the discount rate
used to calculate the net present value of the future cash flows. In the current year for the A350 aircrafts, fair value less
cost to sell was above the value-in-use and was therefore used as the recoverable amount. The current market value is
determined by three independent professional appraisers. The appraisers’ valuations are based on several assumptions
regarding the technical and economic developments of the aircraft type, as well as future developments in the aviation
industry as a whole.
The Directors, on the advice of the Asset Manager, considered the following factors in the determination of the most
appropriate discounting rate to derive the value in use, ranging from 7.25% to 8.25% (2023: 7.25% to 8.25%):
1. the discount rate should be a rate commensurate with that a normal market participant would consider to be the
risk inherent in the Assets;
2. the risk profile of the A380 aircraft compared to the B777 and A350 aircraft; and
3. the consideration of the credit risk profile for Emirates and Thai Airways.
The Group applies IFRS 13 in respect of disclosures about the degree of reliability of fair value measurements. This
requires the Group to classify for disclosure purposes fair value measurements using a fair value hierarchy, that reflects
the significance of the inputs used in making the measurements.
The fair value hierarchy has the following levels:
• Level 1 inputs are quoted prices (unadjusted) in active markets, for identical assets or liabilities, that the entity can
access at the measurement date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or
liability, either directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
The Group classifies its fair value measurements as Level 3. Factors that substantiate classification at level 3 include a lack
of conclusive comparable current market data for the Assets.
The future sales value of the aircraft have been estimated with reference to the average of future maintenance adjusted
base value assuming Minimum Return Conditions (“MRC”) plus associated end of lease compensation amount for the
A380 aircraft and future maintenance adjusted base values for the B777 and A350 aircraft, from three independent
appraisers.
Based on the impairment review performed, no impairment loss was recognised in the current year (31 March
2023: £nil). The carrying value of the aircraft in total is £1,013,468,395 at year end (31 March 2023: £1,161,509,286),
as reflected in note 8.
54 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
3. SIGNIFICANT JUDGEMENTS AND ESTIMATES (continued)
Impairment (continued)
Adding 0.5% to the original discount rate used for the value in use test, for all classes of aircraft, would result in a £nil
(2023: £7.75 million) impairment charge on the aircraft, driven by the differential between Net Book Value (“NBV”)
and the value-in-use.
Subtracting 0.5% from the original discount rates used for the value-in-use test, for all classes of aircraft, would result in
a £nil (2023: £nil) impairment charge on the aircraft, driven by the differential between NBV and the value-in-use.
The Directors have also considered the fact that market capitalisation at year end of £125,358,486 (2023: £131,284,524)
is below Net Asset value of £338,837,559 (2023: £341,326,227) and have concluded that no further aircraft
impairment charge is necessary due to the fact that the impairment assessment was performed using the inputs from
competent aircraft appraisers. In addition, market capitalisation also reflects the psychology of market participants which
is not relevant for aircraft impairment assessment at year end.
Rental income for the extended lease period of the A350-900 aircraft
In 2021, the lease agreements were extended by 72 months. During the extended lease term commencing between
July 2029 and January 2030, an amount to be agreed in writing, between the Lessee and the Lessor, will be paid.
Accrued income was calculated using a lease rate for the extended period determined by taking the average base
lease rate from three appraisers. Discussions relating to the calculation of the rent payable during the extended lease
term shall commence at least 90 days prior to the start of the extended lease term.
Expected credit losses with respect to trade receivables and the accrued income relating to the aircraft
leased to Thai Airways
As at 31 March 2024 the Group re-assessed the credit risk of the trade receivables and accrued income relating to the
aircraft leased to Thai Airways and therefore re-assessed the expected lifetime losses on the accrued income at year
end (see note 13). For the estimation of the ECL at year end, the Group considered both quantitative (credit rating
information) and qualitative (news flow and direct experience) information and analysis, based on the Group’s historical
experience and an informed credit assessment and including forward-looking information.
Following Thai Airways’ entry into rehabilitation in May 2020, TRIS Rating (Thai Rating and Information Services),
downgraded the company rating for Thai Airways and its rating for senior unsecured debentures to “D” or “Default”,
indicating an approximately 14% chance of default. TRIS has not provided an updated rating since May 2020, as the
airline is still under rehabilitation process. Prior to the COVID pandemic, Thai Airways’ TRIS rating was BBB, indicating
little or no default. Recent news flow from Thai Airways indicates that its position has improved, and that as a result
it may come out of bankruptcy protection sooner than originally envisaged. However, the Directors do not believe
that Thai Airways’ credit has as yet returned to pre-COVID levels, although payments under the restructured leases
have been received on time and when due. Accordingly, they have determined that an amount of £1,506,727
(31 March 2023: £1,801,002), 7% (31 March 2023: 7%) of the amount receivable, best represents the ECL on the
balance of the accrued income relating to the aircraft leased to Thai Airways amounting to £21,524,669 (31 March
2023: £25,728,593).
The remaining trade receivables as at 31 March 2024 were considered fully recoverable, with any impairment losses
on such assets not considered significant.
Notes to the Consolidated
Financial Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 55
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
4. RENTAL INCOME
1 Apr 2023 to
31 Mar 2024
GBP
1 Apr 2022 to
31 Mar 2023
GBP
US Dollar based rent income 144,832,469 147,542,334
Revenue earned but not yet received 2,480,256 24,229,465
Revenue received but not yet earned (3,796,987) (2,924,392)
143,515,738 168,847,407
Amortisation of advanced rental income (US Dollar) 4,446,759 4,627,071
147,962,497 173,474,478
British Pound based rent income 34,655,812 34,689,577
Revenue earned but not yet received 110,739 107,127
Revenue received but not yet earned (78,883) (172,052)
34,687,668 34,624,652
Total rental income 182,650,165 208,099,130
Rental income is derived from the leasing of the Assets. US Dollar based rent represents rent received in USD and British
Pound based rent represents rent received in GBP. Rental income received in USD is earned by the subsidiaries and is
consolidated by translating it into the presentation currency (GBP) at the average exchange rates at each respective
quarter end. The average USD/GBP exchange rate was 1.2571 at 31 March 2024 (1.2058 at 31 March 2023).
An adjustment has been made to spread the actual total income receivable over the term of the leases. In addition,
advance rentals received have also been spread over the full term of the leases.
The PBH rent for the year ended 31 March 2024 is £Nil (31 March 2023: £19,773,851). PBH rent was due until
December 2022.
5. OPERATING LEASES
The amounts of lease receipts at the reporting date under non-cancellable operating leases are detailed below:
31 March 2024 31 March 2023
US Dollar based
rent income
GBP
British Pound
based rent
income
GBP
US Dollar based
rent income
GBP
British Pound
based rent
income
GBP
Year 1 144,025,274 34,668,972 147,248,394 34,668,972
Year 2 143,856,853 34,668,972 147,365,278 34,668,972
Year 3 133,092,415 29,837,026 147,192,951 34,668,972
Year 4 103,193,730 18,572,577 136,178,881 29,837,026
Year 5 69,066,503 1,119,225 105,586,834 18,572,577
Year 6 onwards 175,249,338 — 249,577,299 1,119,225
768,484,113 118,866,772 933,149,637 153,535,744
The twelve (2023: twelve) Assets all have an initial lease term of twelve years with lease end dates ranging from
September 2026 to January 2036.
56 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
6. OPERATING EXPENSES
1 April 2023 to
31 Mar 2024
GBP
1 April 2022 to
31 Mar 2023
GBP
Corporate and Shareholder adviser fee 80,000 95,000
Asset management fee 3,170,332 3,139,365
Administration fees 355,732 360,796
Bank charges 11,934 12,736
Registrar’s fee 15,834 25,652
Audit fee 158,635 146,241
Directors’ remuneration 384,400 351,083
Directors’ and Officers’ insurance 183,942 224,465
Legal and professional expenses 253,714 313,367
Annual regulatory fees 26,746 17,437
Sundry costs 129,700 174,026
Cash management fee 33,862 48,728
4,804,831 4,908,896
7. DIRECTORS’ REMUNERATION
The independent directors’ fees are £69,600 (31 March 2023: £65,000) per annum with the Chairman receiving an
additional fee of £17,100 (31 March 2023: £16,000) per annum and the Chair of the Audit Committee an additional
£8,600 (31 March 2023 £8,000) per annum.
Non-independent director’s fees are £10,700 (31 March 2023: £10,000) per annum.
From 1 April 2024 the Chairman’s additional fee will increase from £17,100 to £26,400 per annum.
From 1 May 2024 the non-independent director’s fees will increase to be equal with the fee of the independent
directors of £69,600 per annum.
Notes to the Consolidated
Financial Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 57
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
8. PROPERTY, PLANT AND EQUIPMENT – AIRCRAFT
Aircraft
31 Mar 2024
GBP
Aircraft
31 Mar 2023
GBP
COST
Aircraft purchases – opening balance 1,927,735,270 1,927,735,270
Acquisition costs – opening balance 8,364,798 8,364,798
Translation adjustment on foreign operations-opening balance 263,806,090 129,681,811
Cost at beginning of year 2,199,906,158 2,065,781,879
Disposals — —
Translation adjustment on foreign operations-current year (49,860,427) 134,124,279
Cost as at year end 2,150,045,731 2,199,906,158
31 Mar 2024
GBP
31 Mar 2023
GBP
ACCUMULATED DEPRECIATION, IMPAIRMENT AND AMORTISATION
Opening balance 987,261,695 857,509,081
Translation adjustment on foreign operations-opening balance
51,135,177
(1,436,953)
Accumulated depreciation and impairment at beginning of year 1,038,396,872 856,072,128
Depreciation for the current year based on previous year residual values
123,975,685 127,442,041
Amortisation of acquisition costs on aircraft 756,519
756,519
Adjustment due to change of residual value (2,511,269)
1,484,408
Net depreciation charge on all aircraft for the year 122,220,935 129,682,968
Translation adjustment on foreign operations (24,057,646) 52,572,130
Accumulated depreciation as at year end 1,136,560,161 1,038,327,226
Adjustment due to impairment — —
Translation adjustment on foreign operations* 17,175 69,646
Accumulated depreciation and impairment as at year end 1,136,577,336 1,038,396,872
Carrying amount – opening balance 1,161,509,286 1,209,709,751
Carrying amount as at year end 1,013,468,395 1,161,509,286
* Translation adjustment on foreign operations
In 2019 the decision was made by the Board to re-designate the functional currency of the subsidiaries to USD and to
classify them as foreign operations. Therefore the carrying values of the aircraft in the subsidiaries in USD have been
re-translated at the closing Sterling / US Dollar exchange rate at 31 March 2024 (and 31 March 2023) for consolidation
purposes through “Translation adjustment on foreign operations”.
Financing of aircraft
In order to complete purchases of the aircraft, subsidiaries of the Company have entered into debt financing agreements
with a senior amortising loan, some with a balloon capital payment on maturity, and junior bullet loan (see note 19).
The Company used the equity proceeds in addition to the finance agreements to finance the acquisition of the aircraft.
The Group’s aircraft with carrying values of £1,013,468,395 (31 March 2023: £1,161,509,286) are pledged as security
for the Group’s borrowings (see note 19).
Sale of aircraft
The Group can sell the Assets during the term of the leases (with the lease attached and in accordance with the terms
of the transfer provisions contained therein). Under IAS 16 the direct costs attributed in negotiating and arranging the
operating leases have been added to the carrying amount of the leased Asset and recognised as an expense over the
lease term.
For the change in estimated residual value of aircraft and impairment, refer to note 3.
58 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
9. FINANCE INCOME
1 April 2023 to
31 Mar 2024
GBP
1 April 2022 to
31 Mar 2023
GBP
Fair value gain on derivatives at fair value through profit and loss* — 21,290,765
Bank interest received 6,114,897 3,344,526
Unwinding of receivables for time value of money 224,026 281,407
Realised gain on derivatives 897,326 1,393,953
7,236,249 26,310,651
* This is the movement in the fair value of the derivatives for the period.
The drivers for the change in the fair values of the interest rate swaps and interest caps for the period are primarily as a
result of the movement in the GBP/USD exchange rate as these derivatives are in USD, and the movement in interest
rates, as well as due to the passage of time, as the notional amounts amortise in line with the underlying liabilities. The
Group seeks to match its interest rate exposure, as the prevailing principal of any borrowing amortises, by closing out
interest rate swaps and interest rate caps on an ongoing basis whenever the notional mismatch becomes significant. See
note 21 for further details of the derivatives held by the Group.
10. FINANCE COSTS
1 April 2023 to
31 Mar 2024
GBP
1 April 2022 to
31 Mar 2023
GBP
Amortisation of debt arrangements costs 1,559,186* 1,622,411*
Interest payable on loan** 33,001,589* 38,229,938*
Security trustee and agency fees 211,963 219,593
Fair value loss on derivatives at fair value through profit and loss*** 2,256,461 —
37,029,199 40,071,942
*Included in Finance costs is interest on the amortised cost liability for the year of £34,560,775 (31 March 2023: £39,852,349).
**This amount includes £8,334,479 interest income (31 March 2023: £2,672,256 interest income) from the interest rate swaps detailed in note 21.
***This is the movement in the fair value of the derivatives for the period.
The drivers for the change in the fair values of the interest rate swaps and interest caps for the period are primarily as a
result of the movement in the GBP/USD exchange rate, as these derivatives are in USD, and the movement in interest
rates, as well as due to the passage of time as the notional amounts amortise in line with the underlying liabilities. The
Group seeks to match its interest rate exposure, as the prevailing principal of any borrowing amortises, by closing out
interest rate swaps and interest rate caps on an ongoing basis whenever the notional mismatch becomes significant. See
note 21 for further details of the derivatives held by the Group
11. DIVIDENDS IN RESPECT OF SHARES
GBP
1 Apr 2023 to
31 Mar 2024
Pence per
Share GBP
1 Apr 2022 to
31 Mar 2023
Pence per
Share
First dividend 5,318,239 1.750 4,341,419 1.250
Second dividend 5,318,239 1.750 4,341,418 1.250
Third dividend 5,318,239 1.750 5,209,702 1.500
Fourth dividend 6,077,987 2.000 5,209,702 1.500
22,032,704 7.250 19,102,241 5.500
Refer to note 28 for dividends declared and paid after year end.
Notes to the Consolidated
Financial Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 59
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
12. EARNINGS PER SHARE
Earnings per Share (“EPS”) is 8.60 pence (2023: 17.11 pence) based on the profit for the year of £26,149,001
(2023: profit of £58,811,239) and 303,899,361 shares (2023: 343,626,256 shares) being the weighted average
number of Shares in issue during the year.
There are no dilutive instruments and therefore the basic and diluted Profit /Loss per Share are identical.
13. ACCRUED AND DEFERRED INCOME
The accrued and deferred income represents the difference between actual payments received in respect of the lease
income (including some received in full upfront) and the amount to be accounted for in the accounting records on a
straight line basis over the lease terms. Refer to note 2(j) for more detail. The Directors considered the recoverability and
concluded that an ECL should be recognised on the accrued income for the aircraft leased to Thai Airways. The accrued
and deferred income consists of the following:
31 March 2024
GBP
31 March 2023
GBP
Non-current
Accrued income 32,780,492 36,659,270
Expected credit loss*
(1,506,727)
(1,801,002)
31,273,765 34,858,268
Deferred income
(12,509,514) (17,318,868)
Current
Accrued income 3,664,154 3,704,760
Deferred income (5,466,248) (5,628,215)
* As at 31 March 2024 the Group assessed the credit risk of the accrued income relating to the aircraft leased to Thai Airways and therefore reassessed the
expected lifetime losses on the accrued income at year end. Details of this reassessment are given in note 3. As explained in that note, the Directors
have determined that an amount of £1,506,727 (31 March 2023: £1,801,002), 7% of the amount receivable, best represents the ECL on the balance
of the accrued income relating to the aircraft leased to Thai Airways amounting to £21,524,669 (31 March 2023: £25,728,593). The remaining accrued
income is considered fully receivable, with any identified impairment losses on such assets not considered significant.
60 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
14. TRADE AND OTHER RECEIVABLES
31 Mar 2024
GBP
31 Mar 2023
GBP
Non-current
Trade receivables – end of lease payment 15,145,981 13,466,085
Trade receivables* 3,347,985 4,506,102
18,493,966 17,972,187
Current
Prepayments 132,639 111,110
VAT receivable 557 —
Sundry debtor 240 —
Trade receivables* 1,281,443 —
1,414,879 111,110
The above carrying value of receivables is deemed to be materially equivalent to fair value.
Per the lease agreements for two of the aircraft leased to Emirates, an one-off end of lease payment is receivable. This
is accrued for over the life of the lease and included in non-current trade receivables as it is due to be received in 2028.
* This amount is lease rental by Thai Airways not previously written off, discounted for the time value of money at year end in accordance with the Thai
Airways rehabilitation plan. The Thai Airways Rehabilitation plan was approved in June 2021, detailing the capital restructuring of Thai Airways. The
plan included rental that will be repaid to the lessor by Thai Airways between 2024 and 2027. These are included in the current and non-current trade
receivables at £4,629,428 (31 March 2023: non-current trade receivables: £4,506,102).
The remaining trade receivables at 31 March 2024 are considered fully receivable, with any identified impairment
losses on such assets not considered significant. Information about the Group’s exposure to credit risk and impairment
loss for trade receivables is included in note 22.
15. SHORT‑TERM INVESTMENTS
Bank
Fixed Rate
%
Maturity
date
31 Mar 2024
GBP
31 Mar 2023
GBP
Cooperatieve Rabobank U.A 5.37 30 Oct 2023 — 2,320,925
Nordea Bank AB 5.14 31 Jan 2024 — 1,752,937
Canadian Imperial Bank of Commerce 5.12 10 Jul 2023 — 2,377,743
Toronto Dominion Bank 5.10 14 Aug 2023 — 2,283,452
Canadian Imperial Bank of Commerce 4.00 21 Aug 2023 — 1,984,184
Canadian Imperial Bank of Commerce 5.35 10 Jul 2024 2,403,784 —
Credit Agricole CIB 5.27 01 Aug 2024 598,768 —
Lloyds Bank PLC 5.98 03 Aug 2024 206,150 —
Canadian Imperial Bank of Commerce 5.85 23 Aug 2024 2,052,972 —
Lloyds Bank PLC 5.80 06 Nov 2024 3,977,702 —
Nordea Bank AB 5.07 31 Jan 2025 1,710,751 —
10,950,127 10,719,241
The above investments represent certificates of deposits maturing within 12 months and are held by HSBC Securities
Services in London under a custody agreement between Ravenscroft Cash Management and HSBC Bank PLC for Global
Custody Services. Impairment losses on these investments are not considered significant as they are held with reputable
international banking institutions. Also refer to note 22.
Refer to note 9 for the income arising from these instruments.
Notes to the Consolidated
Financial Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 61
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
16. CASH AND CASH EQUIVALENTS
31 March 2024
GBP
31 March 2023
GBP
Bank balances 45,010,539 46,367,423
Notice accounts – Maintenance provisions* 75,349,503 70,239,703
Notice accounts – Other 10,475,671 —
130,835,713 116,607,126
* These notice accounts are secured cash deposits in respect of the maintenance provisions.
Below is a breakdown of the amounts included in cash and cash equivalents as well as short-term investments as at
31 March and the anticipated utilisation of these amounts.
31 March 2024
GBP
31 March 2023
GBP
Maintenance provisions (note 17) 75,349,503 70,239,703
Reserved for debt service obligations 8,698,704 9,848,789
Junior loan bullet balloon reserves 31,020,665 30,078,369
Dividend payment after year end 6,077,987
5,318,239
Operational cash 20,638,981 11,841,267
141,785,840 127,326,367
17. MAINTENANCE PROVISIONS
31 March 2024
GBP
31 March 2023
GBP
Balance at 1 April 70,239,703 58,355,513
Billings 6,731,902 8,311,349
Translation adjustment on foreign operations (1,622,102) 3,572,841
Balance at 31 March 75,349,503 70,239,703
The maintenance provision are held in relation to funds received as at the year-end for the timely and faithful performance
of the lessees’ obligations under the lease agreements for the four A350-900 aircraft. Amounts accumulated in the
maintenance provisions will be repaid only as re-imbursements for actual maintenance expenses incurred by the lessee.
Refer to note 2(k) for accounting policies adopted on the maintenance provisions.
The table below details the expected utilisation of maintenance reserves.
1-3
Months
GBP
3-12
Months
GBP
1-2
Years
GBP
2-5
Years
GBP
Over 5
Years
GBP
Total
GBP
31 March 2024 48,244,125 15,423,701 — — 11,681,677 75,349,503
31 March 2023 — 45,539,816 12,747,306 — 11,952,581 70,239,703
62 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
18. PAYABLES
31 Mar 2024
GBP
31 Mar 2023
GBP
Accrued administration fees 43,946 30,213
Accrued audit fee 134,786 114,516
Taxation payable 6,933 6,053
Accrued registrar fee 656 656
Other accrued expenses 14,620 63,932
200,941 215,370
The above carrying value of payables is equivalent to the fair value due to their short-term maturity period and nature
as repayable on demand.
19. BORROWINGS
Borrowings
31 Mar 2024
GBP
31 Mar 2023
GBP
Bank loans 826,181,831 963,403,658
Unamortised arrangement fees
(6,262,190) (7,996,076)
819,919,641 955,407,582
Consisting of:
Senior loans ($763,019,996 at 31 March 2024, $906,747,175 at 31 March 2023) 604,463,243 734,981,904
Junior loans ($271,972,766 at 31 March 2024, $271,939,153 at 31 March 2023) 215,456,398 220,425,678
819,919,641 955,407,582
Borrowings
Non-current portion 708,707,791 845,529,430
Current portion (senior loans only) 111,211,850 109,878,152
819,919,641 955,407,582
Loans with an outstanding balance of £636,277,548 (31 March 2023: £745,306,038) have fixed interest rates over the
term of the loans. Of this total, loans with an outstanding balance of £279,571,582 (31 March 2023: £320,851,054),
although having variable rate interest, also have associated interest rate derivative contracts issued by the lenders
in effect fixing the loan interest over the terms of the loans. Loans with an outstanding amount of £183,642,092
(31 March 2023: £210,101,543) at year end are variable rate (SOFR) with an interest rate cap and each senior loan
has a balloon capital payment on maturity.
In August 2020, the IASB published Interest Rate Benchmark Reform – Phase 2, Amendments to IFRS 9, IAS 39, IFRS 7,
IFRS 4 and IFRS 16. With publication of the phase two amendments, the IASB has completed its work in response to
Interbank offered rate (“IBOR”) reform. The amendments provide temporary reliefs which address the financial reporting
effects when IBOR is replaced with an alternative nearly risk-free interest rate (“RFR”). The alternative reference rate
for US dollar LIBOR is the Secured Overnight Financing Rate (“SOFR”). The amendments include a practical expedient
to require contractual changes, or changes to cash flows that are directly required by the reform, to be treated as
changes to a floating interest rate, equivalent to a movement in a market rate of interest. Inherent in allowing the use
of this practical expedient is the requirement that the transition from an IBOR benchmark rate to an RFR takes place on
an economically equivalent basis with no value transfer having occurred. The Group expects to be able to utilize the
practical expedient in future reporting periods, and the impact of LIBOR reform is therefore not expected to be material.
There has been no significant change in the Company’s existing agreements since the previous annual reporting date.
The majority of the Company’s existing agreements include clauses that deals with the cessation of the existing IBOR. The
Company, has engaged legal counsel, who along with the Asset Manager, are liaising with the lenders to document
the appropriate terms for the transition away from LIBOR for its remaining deals.
Notes to the Consolidated
Financial Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 63
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
19. BORROWINGS (continued)
All loans are taken in USD. The Group uses a combination of fixed and variable debt instruments. Maturity dates are set
at 12 years from delivery date or otherwise to match the corresponding lease end date. The weighted average rate
for the Company’s Senior loans is 3.8% and 5.2% for the Company’s Junior Loans (31 March 2023: 3.8% and 5.2%).
The original aggregate face value of the Company’s loans was £1,579,643,669 (31 March 2023: £1,616,276,242)
and the current aggregate carrying value is £819,919,641 (31 March 2023: £955,407,577). The Board estimates
the fair value of these loans was approximately £779,969,687 (31 March 2023: £895,329,037) at year end. This fair
value reflects the carrying value of the loans with variable interest rates and a discounted value for the fixed rate loans
assuming they were refinanced at their original margin in excess of the year end risk free rate. The loans are considered
to be Level 2 in the Fair Value Hierarchy.
The transaction costs of arranging the loans have been deducted from the carrying amount of the loans and will be
amortised using EIR (Effective Interest Rate) over their respective lives.
20. SHARE CAPITAL
The share capital of the Company is represented by an unlimited number of redeemable ordinary shares of no par
value.
Issued
31 March 2024
Ordinary
Shares
31 March 2023
Ordinary
Shares
Opening balance 303,899,361 347,313,483
Shares issued — —
Shares redeemed — (43,414,122)
Total number of shares as at year end 303,899,361 303,899,361
Issued
31 March 2024
Ordinary
Shares
GBP
31 March 2023
Ordinary
Shares
GBP
Ordinary Shares
Opening balance 492,981,504 520,983,612
Shares issued — —
Shares redeemed — (28,002,108)
Total share capital 492,981,504 492,981,504
As announced on 22 February 2023, the Board resolved to redeem one ordinary share for every eight existing ordinary
shares of Shareholders on the register of members as at close of business on 28 February 2023 (the “Redemption Record
Date”). Accordingly, 43,414,122 ordinary shares were redeemed in exchange for proceeds totalling £28,002,108 and
have been cancelled.
The redemption proceeds due on the redemptions of these ordinary shares were paid on 14 March 2023.
The Company’s total issued Share capital at 31 March 2024 was 303,899,361 Shares (2023: 303,899,361 Shares),
none of which were held in treasury.
Therefore the total number of voting rights in issue at 31 March 2024 was 303,899,361 (2023: 303,899,361).
Members holding Shares are entitled to receive and participate in the following: any dividends out of income attributable
to the Shares; other distributions of the Company available for such purposes and resolved to be distributed in respect of
any accounting period; or other income or right to participate therein.
On winding up of the Company, Shareholders are entitled to the surplus assets attributable to the Share class remaining
after payment of all the creditors of the Company.
64 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
21. FINANCIAL INSTRUMENTS
The Group’s main financial instruments comprise:
(a) cash and cash equivalents that arise directly from the Group’s operations;
(b) short-term investments;
(c) accrued income;
(d) trade receivables;
(e) interest rate swaps and interest rate caps;
(f) debt secured on non-current assets; and
(g) Payables.
The following table details the categories of financial assets and liabilities held by the Group at the reporting date:
31 Mar 2024
GBP
31 Mar 2023
GBP
Financial Assets
Cash and cash equivalents 130,835,713 116,607,126
Short‑term investments
10,950,127 10,719,241
Derivatives at fair value through profit and loss
42,155,539 44,599,777
Accrued income* 34,937,919 38,563,028
Trade receivables** 19,776,206 17,972,187
238,655,504
228,461,359
* This amount is net of provision for impairment.
** This amount includes rent due but not yet received and is included within Receivables on the Statement of Financial Position.
31 Mar 2024
GBP
31 Mar 2023
GBP
Financial Liabilities
Payables 200,941 215,370
Debt payable (excluding unamortised arrangement fees) 826,181,831 963,403,658
826,382,772 963,619,028
Fair value of financial instruments
The Company applies IFRS 13, ‘Fair value measurement’ and this standard requires the Company to price its financial
assets and liabilities using the price in the bid-ask spread that is most representative of fair value for both financial
assets and financial liabilities. An active market is a market in which transactions for the asset or liability take place with
sufficient frequency and volume to provide pricing information on an ongoing basis.
The level of the fair value hierarchy of an instrument is determined considering the inputs that are significant to the entire
measurement of such instrument and the level of the fair value hierarchy within which these inputs are categorised.
The hierarchy is broken down into three levels based on the observability of inputs as follows:
Level 1: Quoted price (unadjusted) in an active market for an identical instrument.
Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from
prices).
Level 3: Valuation techniques using significant unobservable inputs.
The interest rate swaps and interest rate caps are considered to be Level 2 in the Fair Value Hierarchy. The fair value of
interest rate swaps and interest rate caps are derived based on the valuation, as provided by the respective bank with
which the swap or cap is held, which are based on mark-to-market values. The following tables show the Company’s
financial assets as at 31 March 2024 and 31 March 2023 based on the hierarchy set out in IFRS:
Notes to the Consolidated
Financial Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 65
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
21. FINANCIAL INSTRUMENTS (continued)
Fair value of financial instruments (continued)
31 March 2024
Quoted Prices in
active markets
for identical
assets
(Level 1)
2024
GBP
Significant other
observable
inputs
(Level 2)
2024
GBP
Significant
unobservable
inputs
(Level 3)
2024
GBP
Total
2024
GBP
Assets
Derivatives at fair value through profit and loss
Interest rate swaps — 26,221,004 — 26,221,004
Interest rate caps — 15,934,535 — 15,934,535
— 42,155,539 — 42,155,539
31 March 2023
Quoted Prices in
active markets
for identical
assets
(Level 1)
2023
GBP
Significant other
observable
inputs
(Level 2)
2023
GBP
Significant
unobservable
inputs
(Level 3)
2023
GBP
Total
2023
GBP
Assets
Derivatives at fair value through profit and loss
Interest rate swaps
— 27,744,434
—
27,744,434
Interest rate caps
—
16,855,343 —
16,855,343
— 44,599,777 — 44,599,777
Derivative financial instruments
The following table shows the Company’s derivative position as at 31 March 2024 with a comparative table as at
31 March 2023:
31 March 2024 31 March 2023
Derivatives at fair value through profit and loss – USD Interest Rate Swaps 26,221,004 27,744,434
Notional amount (GBP) 248,559,029 292,742,637
Derivatives at fair value through profit and loss – USD Interest Rate Caps 15,934,535 16,855,343
Notional amount (GBP) 196,842,275 223,777,285
The maturity dates for the interest rate swaps range from 13 April 2028 to 26 January 2036 (31 March 2023: 13 April
2028 to 26 January 2036).
The effective date of the interest rate caps is 1 January 2023. The maturity dates range from 13 July 2029 to 22 September
2029 (31 March 2023: 3 July 2029 to 22 September 2029).
The decrease in the fair value of the Interest Rate Swaps and Caps for the year of £2,256,461 (31 March 2023: increase
of £21,290,765) is reflected in Finance Cost in note 10. The notional amount amortises in line with the underlying
liability.
66 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
22. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The main risks arising from the Group’s financial instruments are capital management risk, foreign currency risk, credit
risk, liquidity risk and interest rate risk. The Board regularly reviews and agrees policies for managing each of these risks
and these are summarised below:
(a) Capital management
The Group manages its capital to ensure its ability to continue as a going concern while maximising the return to
Shareholders through the optimisation of debt and equity balances.
The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 19, equity attributable
to equity holders, comprising issued capital, foreign currency translation reserve and retained deficit.
The Group’s Board of Directors reviews the capital structure on a bi-annual basis. Equity includes all capital and reserves
of the Company that are managed as capital.
See note 20 for details of the capital activity undertaken by the Company during the year.
(b) Foreign currency risk
The Group endeavoured to mitigate the risk of foreign currency movements by matching its USD rentals with USD debt
to the extent necessary. The USD lease rentals should offset the USD payables on amortising debt on the loans, apart
from the loans with an outstanding balance of £183,642,092 (31 March 2023: £210,101,543) at year end which
have balloon capital payments on maturity (refer to note 19). The foreign exchange exposure in relation to the bank
loans (capital and interest) is thus largely hedged (as an economic hedge), apart from the foreign exchange exposure
unhedged in respect of the balloon capital portion of the loans stated above, and the principal bullet repayment of the
junior loans at maturity. However, the potential future value or the potential sale proceeds of the aircraft upon maturity
of these junior and senior loans, should reduce this foreign exchange risk.
Rental income received in USD is used to pay loan interest and regular capital repayments of debt (but excluding any
bullet or balloon repayment of principal). The loan interest and capital repayments of debt are likewise denominated
in USD. Lease rentals and loan repayments are furthermore fixed at the outset of the Company’s life and are very similar
in amount and timing. The repayment of bullet and balloon repayments of principal due on the final maturity of a loan
are to be paid out of the proceeds of the sale, re-lease, refinancing or other disposition of the relevant aircraft. On this
basis, the foreign currency risk associated with the USD-denominated loans is considered to be substantially mitigated.
The carrying amounts of the Group’s foreign currency denominated monetary assets and liabilities at the reporting date
are as follows:
31 Mar 2024
GBP
31 Mar 2023
GBP
Cash and cash equivalents (USD) – Asset 2,974,100 2,563,640
Cash and cash equivalents (GBP) – Asset 380,615 308,624
The USD/GBP exchange rate was 1.2623 at 31 March 2024 (1.2337 at 31 March 2023) and the average USD/GBP
exchange rate was 1.2571 at 31 March 2024 (1.2058 at 31 March 2023). These significant changes in exchange
rates have resulted in large movements in the reported amounts of USD denominated assets and liabilities of the
Group which has selected GBP as its reporting currency. As noted above, many underlying assets and liabilities are
denominated in the same currency, so the net impact is naturally mitigated, although gross carrying amounts have
increased. However, there is some residual impact on the reported net asset value of the Group arising from translation
of the results and financial position of the subsidiaries. This residual impact is reflected in the Consolidated Statement of
Comprehensive Income on page 39 as “Translation adjustment on foreign operations”. As a result of the weakening
(2023: strengthening) of USD against GBP a loss (2023: gain) has been recorded in this year, but this will of course
change as exchange rates change in the future. For example, if the USD were to weaken against GBP by 15% the
Translation adjustment on foreign operations, reflected within the foreign currency translation reserve, would reduce by
approximately £34.6 million.
Notes to the Consolidated
Financial Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 67
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
22. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
(b) Foreign currency risk (continued)
The following table details the Group’s sensitivity to a 15% (31 March 2023: 15%) appreciation in GBP against the USD.
15% (31 March 2023: 15%) represents the Directors’ assessment of the reasonably possible change in foreign exchange
rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their
translation at the year-end for a 15% (31 March 2023: 15%) change in foreign currency rates. A positive number below
indicates an increase in profit and other equity where GBP strengthens 15% (31 March 2023: 15%) against the USD. For
a 15% weakening of the GBP against the USD, there would be a comparable, but opposite impact on the profit and
other equity.
31 Mar 2024
GBP
31 Mar 2023
GBP
Consolidated Statement of Comprehensive Income 437,572 374,643
Change in value of net assets 437,572 374,643
On the eventual sale of the Assets, the Group may be subject to foreign currency risk if the sale was made in a currency
other than USD. Transactions in similar assets are typically priced in USD.
(c) Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group.
The credit risk on cash transactions is mostly mitigated by transacting with counterparties that are regulated entities
subject to prudential supervision, or with high credit ratings assigned by international credit rating agencies. In the case of
Thai Airways, a provision for ECL has been made and the remaining net balance is considered to be fully recoverable.
The Group’s financial assets exposed to credit risk are as follows:
31 Mar 2024
GBP
31 Mar 2023
GBP
Cash and cash equivalents 130,835,713 116,607,126
Short-term investments 10,950,127 10,719,241
Derivatives at fair value through profit and loss 42,155,539 44,599,777
Accrued income* 34,937,919 38,563,028
Trade receivables** 19,776,206 17,972,187
238,655,504 228,461,359
* This amount is net of provision for impairment.
** This amount represents rent due but not yet received and is included within Receivables on the Statement of Financial Position.
Surplus cash in the Group is held with Westpac, RBSI and Bank of Ireland, which have credit ratings given by Moody’s of
P-1, P-1 and P-1 (31 March 2023: P-1, P-1 and P-1) respectively.
Short-term investments relate to deposits held with Nordea Bank, Credit Agricole CIB, Lloyds Bank PLC and Canadian
Imperial which all have the same credit rating given by Moody’s of P-1 (31 March 2023: P-1).
The derivative assets are held at fair value and are held with the same security and trustee agent as the related
borrowings. The derivatives are held with First Abu Dhabi Bank, Wespac Institutional Bank, Natixis, and Deutsche Bank
Group, which have credit ratings given by Moody’s of P-1, P-1, P-1 and A1 respectively.
The Group has considered the effects of the ECL on cash and cash equivalents and short‑term investments and is satisfied
that no ECL is required as it is not considered material.
The credit quality and risk of lease transactions with counterparty airlines is evaluated upon conception of the transaction.
In addition, ongoing updates as to the operational and financial stability of the airlines are provided by the Company’s
Asset Manager in its quarterly reports to the Company.
68 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
22. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
(c) Credit Risk (continued)
At the inception of each lease, the Company selected lessees with a strong Statement of Financial Position and financial
outlook. The financial strength of Emirates and Thai Airways is regularly reviewed by the Directors and the Asset Manager,
particularly once financial results have been published. Additionally, the Asset Manager monitors any news related to
the lessees that would impact operations and financial position.
The lessees may default on their lease payments. This would lead the fixed rents received under the leases to be
insufficient to meet the loan interest and regular capital repayments of debt scheduled during the life of each loan and
may not provide any surplus income to pay for the Group’s expenses.
The Group’s most significant counterparties are Emirates and Thai Airways as lessees and providers of income.
Refer to note 2 (i) Going Concern for further details on the current status of the Group’s lessees.
The Group has chosen to apply the simplified approach to measuring ECL which uses a lifetime expected loss allowance
for all trade receivables and contract assets (including accrued income). As at 31 March 2024 the expected lifetime
losses on the rent receivables and accrued income was reassessed by the Group. Apart from the accrued income
relating to the aircraft leased to Thai Airways, the remaining trade receivables and other receivables and accrued
income at amortised cost at year end are considered receivable, with any identified impairment losses on such assets
not considered significant. The credit risk for Emirates has been assessed as low and no impairment has been identified.
The Group has considered the effects of the ECL on cash and cash equivalents and short‑term investments and is satisfied
that no ECL is required as it is not considered material.
(d) Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in realising assets or otherwise raising funds to meet financial
commitments, such as the capital repayments of senior debt, as well as the junior debt at the end of the lease. The
Group’s main financial commitments are its ongoing operating expenses and repayments on loans.
Ultimate responsibility for liquidity risk management rests with the Board of Directors.
Consideration will be given to any future use of accumulated rental income, if the Board considers that the Company,
or any subsidiary will not be able to repay any balloon or bullet repayments of debt falling due through the sale,
refinancing or other disposition of an Asset.
The table below details the residual contractual maturities of financial liabilities. The amounts below are contractual
undiscounted cash flows, including both the principal and interest payments, and will not agree directly to the amounts
recognised in the Statement of Financial Position:
31 March 2024
0-3
Months
GBP
3-12
Months
GBP
1-2
Years
GBP
2-5
Years
GBP
Over 5
Years
GBP
Total
GBP
Financial Liabilities
Payables 200,941 — — — — 200,941
Borrowings 34,815,092 104,905,835 139,784,648 487,483,577 192,639,722 959,628,874
35,016,033 104,905,835 139,784,648 487,483,577 192,639,722 959,829,815
31 March 2023
0-3
Months
GBP
3-12
Months
GBP
1-2
Years
GBP
2-5
Years
GBP
Over 5
Years
GBP
Total
GBP
Financial Liabilities
Payables 215,370 — — — — 215,370
Borrowings 35,791,953 107,203,206 143,275,586 435,139,019 318,413,535 1,039,823,299
36,007,323 107,203,206 143,275,586 435,139,019 318,413,535 1,040,038,669
Notes to the Consolidated
Financial Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 69
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
22. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
(e) Interest Rate Risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows. It is the risk that
fluctuations in market interest rates will result in a variation in deposit interest earned on bank deposits held by the Group
or on debt repayments.
The loans with an outstanding balance of £183,642,092 (31 March 2023: £210,101,543) as at period end entered
into are variable rate, with an interest rate cap.
With the exception of the above-mentioned loans, the Group mitigates interest rate risk by fixing the interest rate on the
bank loans (as well as in respect of loans with an outstanding balance of £279,571,582 (31 March 2023: £320,851,054)
as at year end, which have an associated interest rate swap to fix the loan interest).
The following table details the Group’s exposure to interest rate risks:
31 March 2024
Variable
interest
GBP
Fixed
interest
GBP
Non-interest
Bearing
GBP
Total
GBP
Financial Assets
Short-term investment
— 10,950,127 — 10,950,127
Cash and cash equivalents and receivables 130,835,713
—
19,908,845 150,744,558
Total Financial Assets 130,835,713 10,950,127 19,908,845 161,694,685
Financial Liabilities
Accrued expenses and reserves — — 200,941 200,941
Borrowings 463,213,674 356,705,967 — 819,919,641
Total Financial Liabilities 463,213,674 356,705,967 200,941 820,120,582
Effect of derivatives held for risk management 445,405,304
Total interest sensitivity gap 113,027,343 (345,755,840)
31 March 2023
Variable
interest
GBP
Fixed
interest
GBP
Non-interest
Bearing
GBP
Total
GBP
Financial Assets
Short-term investment — 10,719,241 — 10,719,241
Cash and cash equivalents and receivables 116,607,126 — 18,083,297 134,690,423
Total Financial Assets 116,607,126 10,719,241 18,083,297 145,409,664
Financial Liabilities
Accrued expenses and reserves — — 215,370 215,370
Borrowings 530,952,597 424,454,985 — 955,407,582
Total Financial Liabilities 530,952,597 424,454,985 215,370 955,622,952
Effect of derivatives held for risk management 516,519,922 —
Total interest sensitivity gap 102,174,451 (413,735,743)
If a reasonable possible change in interest rates had been 100 basis points (2023: 100 basis points) higher/lower
throughout the period and all other variables were held constant, the Group’s net assets attributable to Shareholders
as at 31 March 2024 would have been £1,295,440 (31 March 2023: £1,021,745) greater/lower due to an increase/
decrease in the amount of interest receivable on the bank balances.
70 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
22. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
(e) Interest Rate Risk (continued)
Interest rate benchmark reform
A fundamental reform of the major interest rate benchmarks is being undertaken globally, including the replacement
of some interbank offered rates (IBORs) with alternative nearly risk-free rates (referred to as ‘IBOR reform’). The Group
has exposure to IBORs on its financial instruments that either have been or will be reformed as part of these market-wide
initiatives. The Group considers that a contract is not yet transitioned to an alternative benchmark rate when interest
under the contract is indexed to a benchmark rate that is still subject to IBOR reform, even if it includes a fallback clause
that deals with the cessation of the existing IBOR.
The Group’s remaining IBOR exposures at the reporting date are loans indexed to US dollar LIBOR. The alternative
reference rate for USD LIBOR is the Secured Overnight Financing Rate (SOFR). In July 2023, the Financial Conduct
Authority announced that Overnight and 12-month US dollar LIBOR settings have permanently ceased. 1-, 3- and
6-month US dollar LIBOR settings will continue to be published using a synthetic methodology until September 2024.
The Group is in the process of implementing appropriate fallback clauses for all US dollar LIBOR- indexed exposures.
These clauses automatically switch the instrument from USD LIBOR to SOFR when US dollar LIBOR either ceases to be
provided or is no longer representative.
There has been no significant change in the Company’s existing agreements since the previous annual reporting date.
Majority of the Company’s existing agreements include clauses that deals with the cessation of the existing IBOR. The
Company, has engaged legal counsel who along with the Asset Manager are liaising with the lenders to document the
appropriate terms for the transition away from LIBOR for its remaining deals.
23. ULTIMATE CONTROLLING PARTY
In the opinion of the Directors, the Company has no ultimate controlling party as the Company does not have any
Shareholder that holds greater than 10% of the issued share capital of the Company.
24. CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
31 March 2024
Borrowings
GBP
Balance at 1 April 2023 955,407,582
Repayments of capital on senior loans (110,751,708)
Repayments of capital on junior loans —
Payments of interest on senior loans (26,732,378)
Payments of interest on junior loans (11,356,947)
Add back: payments of interest on senior loans 26,732,378
Add back: payments of interest on junior loans 11,356,947
Movement in interest accruals (5,087,736)
Amortisation of debt arrangements costs 1,559,186
Translation adjustment on foreign operations (21,207,683)
Balance at 31 March 2024 819,919,641
Notes to the Consolidated
Financial Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 71
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
24. CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES (continued)
31 March 2023
Borrowings
GBP
Balance at 1 April 2022 994,628,598
Repayments of capital on senior loans (103,301,759)
Repayments of capital on junior loans —
Payments of interest on senior loans (31,068,163)
Payments of interest on junior loans (11,849,067)
Add back: payments of interest on senior loans 31,068,163
Add back: payments of interest on junior loans 11,849,067
Movement in interest accruals (4,687,292)
Amortisation of debt arrangements costs 1,622,411
Translation adjustment on foreign operations 67,145,624
Balance at 31 March 2023 955,407,582
25. TAX
Irish tax is charged at 12.5% on the profits of each of the AA4P Leasing Ireland Limited and AA4P Leasing Ireland 2
Limited subsidiaries. The Company and the Guernsey Subsidiaries have been assessed for tax at the Guernsey standard
rate of 0%. Since AA4P Leasing Ireland Limited and AA4P Leasing Ireland 2 Limited are Irish tax resident trading
companies their net lease rental income earned (after tax deductible expenditure) will be taxable as trading income
at 12.5% under Irish tax regulations.
26. RELATED PARTY TRANSACTIONS AND SIGNIFICANT CONTRACTS
Significant contracts
Amedeo Limited (“Amedeo”) is the Group’s Asset Manager.
During the year, the Group incurred £3,158,178 (31 March 2023: £3,127,511) of fees with Amedeo, of which £9,609
(31 March 2023: £Nil) was outstanding to this related party at 31 March 2024. This fee is included under “Asset
management fee” in note 6.
Following the disposal of the “IPO Assets” (being collectively the first four assets purchased), the Company shall pay to
Amedeo disposition fees calculated as detailed in the prospectus, which can be found on the Group’s website. Fees
range from 1.75% to 3% of the sale value. The fee for the remaining eight aircraft is 3%.
Amedeo Services (UK) Limited (“Amedeo Services”) was the Group’s Liaison and Administration Oversight Agent (the
agent is appointed to assist with the purchase of the aircraft, the arrangement of suitable equity and debt finance
and the negotiation and documentation of the lease and financing contracts). The agreement was terminated on
15 December 2023.
During the year, the Group incurred £12,154 (31 March 2023: £11,854) of fees with Amedeo Services. As at 31 March
2024 £Nil (31 March 2023: £Nil) was outstanding. This fee is included under “Asset management fee” in note 6.
Related parties
The Board are considered to be key management personnel. Refer to the Board of Directors on pages 14 to 15. Refer
to note 7 where Directors’ remuneration has been disclosed.
72 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31 March 2024
27. SEGMENT INFORMATION
The Directors are of the opinion that the Group is engaged in a single segment of business, being acquiring, leasing and
selling aircraft. The geographical analysis of the Group is based on the location of the lessee and is given for information
only.
Geographical analysis
31 March 2024
Middle East
GBP
Asia Pacific
GBP
Total
GBP
Rental income 155,863,057 26,787,108 182,650,165
Net book value – aircraft 680,350,044 333,118,351 1,013,468,395
31 March 2023
Middle East
GBP
Asia Pacific
GBP
Total
GBP
Rental income 160,709,205 47,389,925 208,099,130
Net book value – aircraft 807,932,544 353,576,742 1,161,509,286
Revenue from the Group’s country of domicile, Guernsey, was £Nil (2023: £Nil).
28. SUBSEQUENT EVENTS
On 2 April 2024 the Board announced an interim dividend of 2.00 pence per ordinary share. The dividend was paid
on 30 April 2024 to Shareholders on the register as at the close of business on 12 April 2024.
On 30 April 2024 the Board of the Company announced that Mary Gavigan has resigned from her position as an
independent non-executive director of the Company with immediate effect. Eithne Manning was appointed as an
independent non-executive director of the Company and member of the Company’s audit committee with immediate
effect.
On 2 July 2024 the Board announced an interim dividend of 2.00 pence per ordinary share. The dividend will be paid
on 31 July 2024 to Shareholders on the register as at the close of business on 12 July 2024.
There were no other material subsequent events since the year end and up to the date of approval of the Consolidated
Financial Statements.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 73
Key Advisers and Contact Information
Directors
Robin Hallam (Chairman)
David Gelber (Senior Independent Director)
Steve Le Page
Tom Sharp
Eithne Manning (appointed 30 April 2024)
Laurence Barron (resigned 31 March 2024)
Mary Gavigan (resigned 30 April 2024)
Contact details
Robin.Hallam@aa4plus.gg
David.Gelber@aa4plus.gg
Steve.Lepage@aa4plus.gg
Tom.Sharp@aa4plus.gg
Eithne.Manning@aa4plus.gg
Registered Office of the Company
Ground Floor
Dorey Court
Admiral Park
St Peter Port
Guernsey GY1 2HT
Telephone: +44 (0)1481 702400
Asset Manager
Amedeo Limited
Pembroke House, 28-32 Pembroke Street
Dublin 2
Ireland
Registrar, Paying Agent and Transfer Agent
Link Market Services Limited
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds, LS1 4DL
Administrator and Secretary
JTC Fund Solutions (Guernsey) Limited
Ground Floor
Dorey Court
Admiral Park
St Peter Port
Guernsey GY1 2HT
Telephone: +44 (0)1481 702400
Corporate Broker
Panmure Liberum Limited
Ropemaker Place
25 Ropemaker Street
London, EC2Y 9LY
Telephone: +44 (0)20 3100 2000
Auditor
KPMG Channel Islands Limited
Glategny Court
Glategny Esplanade
St Peter Port
Guernsey
GY1 1WR
Advocates to the Company
(as to Guernsey law)
Carey Olsen
Carey House
Les Banques
St Peter Port
Guernsey GY1 4BZ
Solicitors to the Company (as to English law)
Herbert Smith Freehills LLP
Exchange House
Primrose Street
London
England
EC2A 2EG
Solicitors to the Company (as to asset acquisition,
financing and leasing documentation)
Clifford Chance LLP
10 Upper Bank Street
London
England
E14 5JJ
Norton Rose Fulbright LLP
3 More London Riverside
London
England
SE1 2AQ
74 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
GLOSSARY
DEFINED TERMS
The following list of defined terms is not intended to be an exhaustive list of definitions, but provide a list of the defined
terms used in this report.
Administrator JTC Fund Solutions (Guernsey) Limited
AGM Annual General Meeting of the Shareholders of the Company
AIC The Association of Investment Companies
AIC Code The AIC Code of Corporate Governance
Articles The Company’s articles of incorporation
ASKs Available seat kilometres
Asset Manager Amedeo Limited
Asset(s) Aircraft owned by the Group
Board Board of directors of the Company
Company Amedeo Air Four Plus Limited
Corporate Adviser Panmure Liberum Limited
DGTRs The FCA’s Disclosure Guidance and Transparency Rules
ECL Expected Credit Losses
ESG Environmental, social and governance
Etihad Etihad Airways PJSC
FCA Financial Conduct Authority
FVTPL Fair Value through Profit or Loss
GFSC Guernsey Financial Services Commission
Group The Company and its wholly owned subsidiaries
IAS International Accounting Standard
IATA International Air Transport Association
IEV Independent Expert Valuers/Independent External Valuers
IFRS International Financial Reporting Standards
Interline a relationship between airlines which allows one airline to sell services that are provided
by another airline to a customer. Airlines use interline to sell itineraries that they would
otherwise not be able to serve alone
ISTAT International Society of Transport Aircraft Trading
Law The Companies (Guernsey) Law, 2008, as amended
PBH Power by The Hour
Registrar Link Market Services Limited
Rehabilitation Plan As fully defined and explained at subsection “Rehabilitation Plan” of the Asset Mangers
Report as found at page 7
RPKs Revenue passenger kilometres
Secretary JTC Fund Solutions (Guernsey) Limited
SFS Specialist Fund Segment of the London Stock Exchange’s Main Market
Shares Redeemable ordinary shares
SID Senior Independent Director
Thai Airways Thai Airways International Public Company Limited
UK Code The UK Corporate Governance Code, 2018
