TIDMDNA
RNS Number : 0415T
Doric Nimrod Air One Limited
30 November 2011
Doric Nimrod Air One Limited
Half-Yearly
Financial Report
From Incorporation on 8 October 2010 to 30 September 2011
(Unaudited)
Contents
1. Summary Information
2. Chairman's Statement
3. Responsibility Statement
4. Directors
5. Unaudited Financial Statements
6. Notes to Financial Statements
7. Advisers and Contact Information
Doric Nimrod Air One Limited
SUMMARY INFORMATION
Company Overview
Doric Nimrod Air One Limited (LSE:DNA) ("DNA" or the "Company")
is a Guernsey domiciled company which listed on the Specialist Fund
Market of the London Stock Exchange and on the Channel Islands
Stock Exchange on 13 December 2010.
Investment Objectives and Policy
The Company's investment objective is to obtain income returns
and a capital return for its Shareholders by acquiring, leasing and
then selling a single aircraft (the "Asset").
The Company has purchased one airbus A380-861 aircraft,
manufacturer's serial number 016 which has, initially, been leased
to Emirates Airlines, the national carrier owned by the Investment
Corporation of Dubai, based in Dubai, United Arab Emirates.
The Company aims to provide Shareholders with an attractive
total return comprising income, from distributions through the
period of the Company's ownership of the Asset, and capital, upon
the sale of the Asset.
Performance Overview
All payments by Emirates, the Lessee, have to date been made in
accordance with the terms of the Lease.
During the period to date and in line with the Distribution
policy DNA declared two interim dividends of 2.25 pence per
Ordinary Preference Share.
Future dividend payments are anticipated to be declared and paid
on a quarterly cycle and as per the Prospectus are targeted at 2.25
pence per Ordinary Preference Share per quarter subject to
compliance with applicable laws and regulations.
Doric Nimrod Air One Limited
CHAIRMAN'S STATEMENT
I am very pleased to present Shareholders with the Company's
first half yearly financial report covering the period from
incorporation on 8 October 2010 until 30 September 2011.
Notwithstanding the extreme turbulence and uncertainty within
the global economy, and in international markets, I am glad to
report that the Company has performed well. During the period, and
in line with the targeted distribution policy outlined in the
Company's Prospectus, the Company has declared two interim
dividends of 2.25p per ordinary preference share. Future dividend
payments are anticipated to be declared and paid on a quarterly
basis.
The Company's 42,450,000 shares were admitted to trading on the
Specialist Fund Market of the London Stock Exchange plc and listing
on the Channel Islands Stock Exchange on 13 December 2010. The
Company's investment objective is to obtain income returns and a
capital return for its shareholders by acquiring, leasing and then
selling a single aircraft. The Company purchased one Airbus
A380-861, aircraft manufacturer's serial number 016, which it
leased to Emirates Airlines, the national carrier owned by the
investment corporation of Dubai, based in Dubai, United Arab
Emirates.
A senior secured financing facility provided by Westpac, in the
amount of US$122 million provided the monies along with the placing
proceeds for the acquisition of the aircraft. Upon purchase of the
plane the Company entered into a lease with Emirates for an initial
term of twelve years, with fixed leased rentals for the duration.
The debt portion of the funding will be fully amortised over the
twelve year term of the lease, with the aim of leaving the aircraft
unencumbered at the conclusion of the lease.
Both the aircraft and the lessee have performed well over the
period. Despite the turmoil in the global economy, passenger air
traffic remained robust (though air freight traffic was more
subdued). Emirates continues to report strong performance. This was
greatly aided by the airline's ability to adjust flight schedules
swiftly, and redeploy aircraft about the network, thus optimising
revenue. The airline operates with a remarkably high passenger seat
factor whilst at the same time increasing seat capacity.
The lease payments received by the Company from Emirates cover
repayment of the debt as well as income to pay dividends to
shareholders. Emirates bears all costs (including maintenance,
repair and insurance) relating to the aircraft during the lifetime
of the lease. The aircraft is equipped with four Engine Alliance
7200 power plants. The Company's Asset Manager, Doric Asset Finance
Limited, continues to monitor the lease and reports regularly to
the Board. Nimrod Capital LLP, the Company's Placing and Corporate
and Shareholder Advisory Agent, continues to
Doric Nimrod Air One Limited
CHAIRMAN'S STATEMENT
liaise between the Board and Shareholders, which includes
distribution of quarterly fact sheets and the interim management
statements.
On behalf of the Board I would like to thank all Shareholders
for their continued support of the Company.
Charles Wilkinson
Chairman
Doric Nimrod Air One Limited
INTERIM MANAGEMENT REPORT
from period of incorporation to 30 September 2011 (the "Period")
A description of important events that have incurred during the
Period, their impact on the performance of the Company as shown in
the financial statements and description on the principle risks and
uncertainties of the remaining six months of the annual financial
year is given within the Chairman's Statement and the Notes to the
Financial Statements contained below and is incorporated here by
reference.
There were no material related party transactions which took
place in the period, other than those disclosed at Note 17 of the
Notes to the Financial Statements.
Going Concern
The Company's financial position, its cashflows and liquidity
position are set out in the financial statements and the Company's
financial risk management objectives and policies are set out in
Note 16 of the Notes to the Financial Statements.
After making reasonable enquiries, the directors have a
reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future.
Accordingly, they continue to adopt the going concern basis in the
preparation of this half-yearly financial report.
Doric Nimrod Air One Limited
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL
STATEMENTS
Responsibility Statements
The Board of directors jointly and severally confirm that, to
the best of their knowledge:
(a) The financial statements, prepared in accordance with
International Financial Reporting Standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company; and
(b) This Interim Management Report includes or incorporates by reference:
a. An indication of important events that have occurred during
the Period, and their impact on the financial statements;
b. a description of the principal risks and uncertainties for
the remaining six months of the financial year; and
c. confirmation that there were no related party transactions in
the Period that have materially affected the financial position or
the performance of the Company during that period.
Charles Wilkinson Norbert Bannon
Chairman Chairman of Audit Committee
Doric Nimrod Air One Limited (the "Company")
DIRECTORS
Charles Edmund Wilkinson (Chairman)
Charles Wilkinson is a solicitor who retired from Lawrence
Graham LLP in March 2005. While at Lawrence Graham, he specialised
in corporate finance and commercial law, latterly concentrating on
investment trust and fund work. He is currently Chairman of the
Audit Committee of Doric Nimrod Air Two Limited. He is also a
Director of Premier Energy and Water Trust PLC a listed investment
trust and of Landore Resources Ltd, a Guernsey based mining
exploration company.
Norbert Bannon
Norbert Bannon works as a financial advisor and non-executive
director. He is a director of the Irish and UK subsidiaries of a
major Canadian bank and is chairman of a large UK pension scheme.
He is a director of and advisor to a number of financial companies
in the UK and Ireland.
He has extensive experience in international finance having been
CEO of banks in Singapore and New York. He was Managing Director of
Ireland's largest venture capital company and was Finance Director
and Chief Risk Officer of AIB Capital Markets plc which he left in
2002. He has worked as consultant to a number of international
companies.
He earned a degree in economics from Queen's University, studied
at Stanford Graduate School of Business and is a Chartered
Accountant.
Geoffrey Alan Hall
Geoffrey Hall has extensive experience in investment management.
He has been previously been Chief Investment Officer at Allianz
Insurance Plc, a major UK insurance company, and an investment
manager at HSBC Asset Management, County Investment Management, and
British Railways Pension Funds. He is currently an investment
consultant to Cumberland Place Investment management, and also
Chairman of WHEB Asset Management, a major firm in sustainability
investing.
Geoffrey earned his Master's degree in Geography at the
University of London. He is an Associate of the Society of
Investment Professionals (the CFA Society of the UK).
Doric Nimrod Air One Limited (the "Company")
STATEMENT OF COMPREHENSIVE INCOME
for the period 8 October 2010 to 30 September 2011
Notes 8 Oct 2010
to 30 Sep
2011
GBP
Income
A rent income 4 9,610,433
B rent income 4 4,321,632
------------
13,932,065
Expenses
Operating expenses 5 (468,732)
Depreciation of Aircraft 9 (2,721,747)
------------
(3,190,479)
Net profit for the period before finance
costs and foreign exchange losses 10,741,586
------------
Finance costs
Loan interest (3,139,996)
Unrealised foreign exchange loss 16b (1,445,976)
------------
Profit for the period 6,155,614
------------
Other Comprehensive Income -
------------
Total Comprehensive Income for the period 6,155,614
============
Pence
Earnings per Share for the period - Basic
and Diluted 8 14.50
------------
In arriving at the results for the financial period, all amounts
above relate to continuing operations.
There are no recognised gains or losses for the period other
than those disclosed above.
The notes on pages 12 to 25 form an integral part of these
financial statements.
Doric Nimrod Air One Limited (the "Company")
STATEMENT OF FINANCIAL POSITION
as at 30 September 2011
Notes 30 Sep 2011
GBP
NON-CURRENT ASSETS
Aircraft 9 112,437,425
-------------
CURRENT ASSETS
Cash and cash equivalents 4,655,513
Receivables 11 4,207
-------------
4,659,720
TOTAL ASSETS 117,097,145
=============
CURRENT LIABILITIES
Current portion of bank loan 13 9,854,921
Payables - due within one year 12 138,862
-------------
9,993,783
NON-CURRENT LIABILITIES
Bank loan 13 64,182,520
-------------
TOTAL LIABILITIES 74,176,303
=============
TOTAL NET ASSETS 42,920,842
=============
EQUITY
Share capital 14 39,016,728
Revenue reserve 3,904,114
-------------
42,920,842
=============
Pence
Net asset value per Ordinary Share based
on 42,450,000 shares in issue 101.11
The Financial Statements were approved by the Board of directors
and authorised for issue on 29 November 2011 and are signed on its
behalf by:
Norbert Bannon Charles Wilkinson
Director Director
The notes on pages 12 to 25 form an integral part of these
financial statements.
Doric Nimrod Air One Limited (the "Company")
STATEMENT OF CASH FLOWS
for the period ended 30 September 2011
8 Oct 2010
to 30 Sep
2011
GBP
OPERATING ACTIVITIES
Profit for the period 6,155,614
Depreciation of Aircraft 2,721,747
Loan interest 3,139,996
Increase in payables 138,862
Increase in receivables (4,207)
Foreign exchange movement on loan balance 1,415,742
--------------
NET CASH INFLOW FROM OPERATING ACTIVITIES 13,567,754
--------------
INVESTING ACTIVITIES
Purchase of Aircraft (115,159,172)
--------------
NET CASH OUTFLOW FROM INVESTING ACTIVITIES (115,159,172)
--------------
FINANCING ACTIVITIES
Dividends paid (1,910,250)
Repayments of capital on borrowings (4,053,819)
Repayments of interest on borrowings (3,121,538)
Proceeds on issue of shares 39,625,022
Share issue costs (949,544)
New bank loans raised 76,729,560
Costs assocaited with loans raised (72,500)
--------------
NET CASH INFLOW FROM FINANCING ACTIVITIES 106,246,931
--------------
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD -
Increase in cash and cash equivalents 4,655,513
--------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD 4,655,513
==============
The notes on pages 12 to 25 form an integral part of these
financial statements.
Doric Nimrod Air One Limited (the "Company")
STATEMENT OF CHANGES IN EQUITY
for the period ended 30 September 2011
Notes Share Capital Revenue Total
Reserve
GBP GBP GBP
Balance as at 8 October - - -
2010
Total Comprehensive Income
for the period - 6,155,614 6,155,614
Share issue proceeds 14 39,625,022 - 39,625,022
Fair value adjustment
on share issue 14 341,250 (341,250) -
Share issue costs 14 (949,544) - (949,544)
Dividends paid 7 - (1,910,250) (1,910,250)
-------------- ------------ ------------
Balance as at 30 September
2011 39,016,728 3,904,114 42,920,842
-------------- ------------ ------------
The notes on pages 12 to 25 form an integral part of these
financial statements.
Doric Nimrod Air One Limited (the "Company")
Notes to the Financial Statements
as at 30 September 2011
1 GENERAL INFORMATION
Doric Nimrod Air One Limited (the "Company") was incorporated in
Guernsey on 8 October 2010 with registered number 52484. Its share
capital is denominated in Sterling and consists of one class of
Ordinary Preference Shares and one class of Subordinated
Administrative Shares. The Company's Ordinary Preference Shares are
listed on the London Stock Exchange ("LSE") and Channel Islands
Stock Exchange ("CISX") and have been admitted to trading on the
Specialist Fund Market ("SFM").
The Company's investment objective is to obtain income returns
and a capital return for its Shareholders by acquiring, leasing and
then selling a single aircraft.
The significant accounting policies adopted by the Company are
as follows:
2 ACCOUNTING POLICIES
(a) Basis of Preparation and Going Concern
The financial statements have been prepared in conformity with
IFRS which comprise standards and interpretations approved by the
International Accounting Standards Board ("IASB") and International
Financial Reporting Interpretations Committee ("IFRIC") and
applicable Guernsey law. The financial statements have been
prepared on a historical cost basis.
These financial statements are presented in pounds sterling,
because that is the currency of the primary economic environment in
which the Company operates.
Changes in accounting policy and disclosure
The following Standards or Interpretations that are expected to
affect the Company have been issued but not yet adopted by the
Company as shown below. Other Standards or Interpretations issued
by the IASB and IFRIC are not expected to affect the Company.
IFRS 7 Financial Instruments: Disclosure - amendments enhancing
disclosures about transfers of financial assets effective for
annual periods beginning on or after 1 July 2011.
IFRS 9 Financial Instruments - Classification and Measurement
effective for annual periods beginning on or after 1 January
2013.
IFRS 13 Fair Value Measurement effective for annual periods
beginning on or after 1 January 2013.
IAS 1 Presentation of Financial Statements - amendments to
revise the way other comprehensive income is presented effective
for annual periods beginning on or after 1 July 2012.
Doric Nimrod Air One Limited (the "Company")
Notes to the Financial Statements
as at 30 September 2011 (continued)
2 ACCOUNTING POLICIES (continued)
(a) Changes in accounting policy and disclosure (continued)
IAS 24 Related Party Disclosures - revised definition of related
parties effective for annual periods beginning on or after 1
January 2011.
The directors have considered the above and are of the opinion
that the above Standards and Interpretations are not expected to
have an impact on the Company's financial statements except for the
presentation of additional disclosures and changes to the
presentation of components of the financial statements. These items
will be applied in the first financial period for which they are
required.
(b) Taxation
The Company has been assessed for tax at the Guernsey standard
rate 0%. Income Tax has been provided based on the tax rate
applicable to the Company, on its current year profits.
(c) Share capital
Ordinary preference shares ("Shares") are classified as equity.
Incremental costs directly attributable to the issue of Shares are
recognised as a deduction from equity.
(d) Expenses
All expenses are accounted for on an accruals basis.
(e) Interest Income
Interest income is account for on an accruals basis.
(f) Foreign currency translation
The currency of the primary economic environment in which the
Company operates (the functional currency) is Great British Pounds
("GBP") which is also the presentation currency.
Transactions denominated in foreign currencies are translated
into GBP at the rate of exchange ruling at the date of the
transaction.
Monetary assets and liabilities denominated in foreign
currencies at the reporting date are translated into the functional
currency at the foreign exchange rate ruling at that date. Foreign
exchange differences arising on translation are recognised in the
Statement of Comprehensive Income.
(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 and highly liquid investments readily
convertible to known amounts of cash and subject to insignificant
risk of changes in value. For the purposes of the Statement of Cash
Flow, cash and cash equivalents consist of cash and deposits at
bank.
Doric Nimrod Air One Limited (the "Company")
Notes to the Financial Statements
as at 30 September 2011 (continued)
2 ACCOUNTING POLICIES (continued)
(h) Segmental Reporting
The directors are of the opinion that the Company is engaged in
a single segment of business, being acquisition and lease of one
Airbus A380-861 aircraft (the "Aircraft").
(i) Going concern
After making enquiries, the directors have a reasonable
expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. The directors
believe the Company is well placed to manage its business risks
successfully despite the current economic climate. Accordingly, the
directors have adopted the going concern basis in preparing the
financial information.
(j) Leasing and rental income
The lease relating to the Aircraft has been classified as an
operating lease as the terms of the lease do not transfer
substantially all the risks and rewards of ownership to the lessee.
The Aircraft is shown as a non-current asset in the Statement of
Financial Position. Further details of the lease are given in Note
10.
Rental income from the operating lease is recognised on a
straight-line basis over the term of the lease. Initial direct
costs incurred in negotiating and arranging an operating lease are
added to the carrying amount of the leased asset and recognised on
a straight-line basis over the lease term.
(k) Property, plant and equipment - Aircraft
In line with IAS 16 Property Plant and Equipment, the Aircraft
is recorded at the fair value of the consideration paid. The cost
of the asset is made up of the purchase price of the Aircraft plus
any costs directly attributable to bringing into working condition
for its intended use. Accumulated depreciation and any recognised
impairment loss are deducted from cost to calculate the carrying
amount of the Aircraft.
Depreciation is recognised so as to write off the cost of the
asset less the estimated residual value of GBP6.2 million over the
estimated useful life of the asset of 30 years, using the straight
line method.
Depreciation is charged systematically over the asset's useful
life. The depreciation method reflects the pattern of benefit
consumption. The residual value is reviewed annually and is the
amount the entity would receive currently if the asset were already
of the age and condition expected at the end of its useful life.
Useful life is also reviewed annually.
Doric Nimrod Air One Limited (the "Company")
Notes to the Financial Statements
as at 30 September 2011 (continued)
2 ACCOUNTING POLICIES (continued)
(l) Financial liabilities
Financial liabilities, including borrowings, are initially
measured at fair value, net of transaction costs. Other financial
liabiliites are subsequently measured at amortised cost using the
effective interest method, with interest expense recognised on an
effective yield basis.
The effective interest 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 financail liabilities,
or, where appropriate, a shorter period, to the net carrying amount
on initial recognition.
The Company derecognises financial liabilities when, and only
when, the Company's obligations are discharged, cancelled or they
expire.
3 SIGNIFICANT JUDGEMENTS AND ESTIMATES
In the application of the Company'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 liabiliites 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 Company's accounting
policies
The following are the critical judgements and estimates, that
the directors have made in the process of applying the Company's
accounting policies and that have the most significant effect on
the amounts recognised in financial statements.
Residual value and useful life of Aircraft
As described in note 2 (k), the Company depreciates the Aircraft
on a straight line basis over the estimated useful life of the
Aircraft and taking into consideration the estimated residual
value. In making its judgement regarding these estimates the
directors considered previous sales of similar aircraft and
generally accepted aviation information regarding life expectancy
of aircraft.
Doric Nimrod Air One Limited (the "Company")
Notes to the Financial Statements
as at 30 September 2011 (continued)
3 SIGNIFICANT JUDGEMENTS AND ESTIMATES (continued)
Issue of initial shares
As described in note 14, Shares issued prior to the public
Placing were accounted for at the fair value of the Shares on the
date of issue. The directors estimated the value of these Shares
issued based on the anticipated launch price and their assessment
of the respective dates of issue and the probability of a
successful launch. The difference between fair value and actual
cash proceeds is shown as a movement in reserves in the Statement
of Changes in Equity.
Operating lease commitments- Company as lessor
The Company has entered into an operating lease on an Aircraft.
The Company has determined, based on an evaluation of the terms and
conditions of the arrangements, that it retains all the significant
risks and rewards of ownership of this asset and accounts for the
contract as an operating lease.
Impairment
An impairment 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 monitor the asset for any indications
of impairment as required by IAS 16 Property, Plant and Equipment
and IAS 36 Intangible Assets.
4 RENTAL INCOME
8 Oct 2010
to 30 Sep
2011
GBP
A rent income 9,610,433
B rent income 4,321,632
-----------
13,932,065
===========
Rental income is derived from the leasing of the Aircraft. Rent
is split into A rent, which is received in US Dollars ("USD") and B
rent, which is received in GBP. Rental income received in USD is
translated into the functional currency at the date of the
transaction.
Doric Nimrod Air One Limited (the "Company")
Notes to the Financial Statements
as at 30 September 2011 (continued)
5 OPERATING EXPENSES
8 Oct 2010
to 30 Sep
2011
GBP
Nimrod management fee 104,932
Doric asset management fee 197,917
Administration fees 53,751
Accountancy fees 7,644
Registrars fee 7,052
Audit fee 12,500
Directors' remuneration 43,525
Directors' and Officers' insurance 6,651
Legal & professional expenses 12,415
Annual fees 3,718
Sundry costs 8,678
Other operating expenses 9,949
-----------
468,732
===========
6 DIRECTORS' REMUNERATION
Under their terms of appointment, each director is paid a fee of
GBP15,000 per annum by the Company, except for the Chairman, who
receives GBP20,000 per annum. The Chairman of the audit committee
also receives an extra GBP3,000 per annum.
7 DIVIDENDS IN RESPECT OF EQUITY SHARES
8 Oct 2010 to 30
Sep 2011
GBP Pence per
share
First interim payment 955,125 2.25
Second interim payment 955,125 2.25
---------- ----------
1,910,250 4.50
========== ==========
Doric Nimrod Air One Limited (the "Company")
Notes to the Financial Statements
as at 30 September 2011 (continued)
8 EARNINGS PER SHARE
Earnings per Share ("EPS") is based on the net gain for the
period attributable to Shareholders of GBP6,155,614 and on
42,450,000 Shares, being the weighted average number of Shares in
issue during the period. The directors are of the opinion that
calculating EPS using 42,450,000 Shares follows the substance of
IAS 33 Earnings per Share, paragraph 26 as the share transactions
prior to the Placing did not result in a corresponding change in
the Company's resources. The calculation of EPS under the
alternative method would give an EPS of 17.45 pence based on
32,775,283 Shares, being the alternative weighted average number of
Shares in issue during the period. There are no dilutive
instruments and therefore basic and diluted earnings per Share are
identical.
9 PROPERTY, PLANT AND EQUIPMENT - AIRCRAFT
Aircraft
GBP
COST
As at 8 Oct 2010 -
Additions 115,159,172
------------
As at 30 Sep 2011 115,159,172
============
ACCUMULATED DEPRECIATION
As at 8 Oct 2010 -
Charge for the year 2,721,747
------------
As at 30 Sep 2011 2,721,747
============
CARRYING AMOUNT
As at 8 Oct 2010 -
============
As at 30 Sep 2011 112,437,425
============
The Company can sell the asset during the term of the lease
(with the lease attached and in accordance with the terms of the
transfer provisions contained therein). If at the end of the lease
the Company makes the choice to sell the asset rather than leasing
it out again, Emirates will be given first refusal on the
asset.
Under IAS 17, the direct costs attributed in negotiating and
arranging the operating lease has been added to the carrying amount
of the leased asset and recognised as an expense over the lease
term.
Doric Nimrod Air One Limited (the "Company")
Notes to the Financial Statements
as at 30 September 2011 (continued)
10 OPERATING LEASES
The amounts of minimum lease payments at the reporting date
under non-cancellable operating leases are detailed below:
Next 12 2 to 5 After 5 Total
months years years
GBP GBP GBP GBP
Aircraft - A rental
payments 9,464,963 37,859,854 44,310,534 91,635,351
Aircraft - B rental
payments 4,321,632 17,286,528 28,207,920 49,816,080
----------- ----------- ----------- ------------
13,786,595 55,146,382 72,518,454 141,451,431
----------- ----------- ----------- ------------
The Operating lease is for an Airbus A380-861 aircraft. The term
of the lease is for 12 years ending November 2022.
11 RECEIVABLES
30 Sep 2011
GBP
Prepayments 4,185
Sundry debtors 22
------------
4,207
============
The above carrying value of receivables is equivalent to its
fair value.
12 PAYABLES (amounts falling due within one year)
30 Sep 2011
GBP
Accrued administration fees 11,490
Accrued audit fee 12,500
Accrued management fees 112,500
Other accrued expenses 2,372
------------
138,862
============
The above carrying value of payables is equivalent to its fair
value.
Doric Nimrod Air One Limited (the "Company")
Notes to the Financial Statements
as at 30 September 2011 (continued)
13 PAYABLES (amounts falling due after one year)
TOTAL
30 Sep 2011
GBP
Bank loan 74,109,941
Associated costs (72,500)
------------
74,037,441
============
Amount due for settlement within 12 months 9,854,921
============
Amount due for settlement after 12 months 64,182,520
============
The loan is from Westpac for USD 122,000,000 and runs for 12
years until December 2022 and has an effective interest rate of
5.4950%.
The loan is secured on the Aircraft. No breaches or defaults
occurred in the period.
Transaction costs of arranging the loan have been deducted from
the carrying amount of the loan and will be amortised over its
life.
In the directors opinion, the above carrying value of the bank
loan is equivalent to its fair value.
14 SHARE CAPITAL
The Share Capital of the Company is represented by an unlimited
number of shares of no par value being issued or reclassified by
the Company as Ordinary Preference Shares or Subordinated
Administrative Shares.
Subordinated Ordinary
Administrative Preference
Shares Shares
Shares issued at incorporation - 1
Shares issued 11 October 2010 - 4,000,000
Shares issued 1 December 2010 - 1,000,000
Shares redeemed 1 December 2010 - (2,175,001)
Shares issued 6 December 2010 2 -
Shares issued in Placing - 39,625,000
---------------- ------------
Issued share capital as at 30 September
2011 2 42,450,000
================ ============
Doric Nimrod Air One Limited (the "Company")
Notes to the Financial Statements
as at 30 September 2011 (continued)
14 SHARE CAPITAL (continued)
Issued
GBP
Ordinary Preference Shares
1,825,000 Shares issued prior to
Placing - Fair value 91,260
1,000,000 Shares issued prior to
Placing - Fair value 250,010
39,625,000 Shares issued in Placing 39,625,000
Share issue costs (949,544)
-----------
Issued share capital as at 30 September
2011 39,016,726
Subordinated Administrative Shares
Shares issued 6 December 2010 2
-----------
Total share capital as at 30 September
2011 39,016,728
===========
Members holding Ordinary Preference Shares are entitled to
receive, and participate in, any dividends out of income; other
distributions of the Company available for such purposes and
resolved to be distributed in respect of any accounting period; or
other income or right to participate therein. On a winding up,
members are entitled to the surplus assets remaining after payment
of all the creditors of the Company. Members have the right to
receive notice of and to attend, speak and vote at general meetings
of the Company.
The holders of Subordinated Administrative Shares are not
entitled to receive, and participate in, any dividends out of
income; other distributions of the Company available for such
purposes and resolved to be distributed in respect of any
accounting period; or other income or right to participate therein.
On a winding up, holders are entitled to a return of capital paid
up on them after the Ordinary Preference Shares have received a
return of their capital paid up but ahead of the return of all
additional capital to the holders of Ordinary Preference Shares.
Holders shall not have the right to receive notice of and no right
to attend, speak and vote at general meetings of the Company,
except for the Liquidation Proposal Meeting (general meeting
convened six months before the end term of the Lease where the
Liquidation Resolution will be proposed) or if there are no
Ordinary Preference Shares in existence.
A fair value adjustment arose on the issue of 1,825,000 and
1,000,000 Ordinary Preference shares for which the consideration
was GBP10 and GBP10 respectively. The fair value adjustment of
GBP341,250 has been adjusted through reserves.
Doric Nimrod Air One Limited (the "Company")
Notes to the Financial Statements
as at 30 September 2011 (continued)
15 FINANCIAL INSTRUMENTS
The Company's main financial instruments comprise:
(a) Cash and cash equivalents that arise directly from the Company's operations; and
(b) Loan secured on non current asset.
16 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company's objective is to obtain income and returns and a
capital return for its Shareholders by acquiring, leasing and then
selling a single aircraft.
The following table details the categories of financial assets
and liabilities held by the Group at the reporting date:
30 Sep 2011
GBP
Financial assets
Loans and receivables 4,655,535
------------
Total assets 4,655,535
============
Financial liabilities
Accrued expenses 138,862
Loans payable 74,037,441
------------
Financial liabilities measured at
amorised cost 74,176,303
------------
Loans and receivables presented above represents cash and cash
equivalents and sundry debtors as detailed in the Consolidated
Statement of Financial Position and Note 11.
Financial liabilities measured at amortised cost presented above
represents accrued expenses and loans payable as detailed in the
Consolidated Statement of Financial Position.
The main risks arising from the Company's financial instruments
are capital management risk, foreign currency risk, credit risk,
liquidity risk and interest rate risk. The Board regularly review
and agrees policies for managing each of these risks and these are
summarised below:
(a) Capital management
The Company manages its capital to ensure that the Company will
be able to continue as a going concern while maximising the return
to shareholders through the optimisation of the debt and equity
balance.
Doric Nimrod Air One Limited (the "Company")
Notes to the Financial Statements
as at 30 September 2011 (continued)
16 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
(a) Capital management (continued)
The capital structure of the Company consists of debt, which
includes the borrowings disclosed in Note 13, cash and cash
equivalents and equity attributable to equity holders, comprising
issued capital and retained earnings.
The Company'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.
(b) Foreign currency risk
The Company undertakes transactions denominated in foreign
currencies and holds assets and liabilities denominated in foreign
currencies. Consequently exposures to exchange rate fluctuations
arise. The directors do not deem these fluctuations to be material
as the loan repayments and lease rentals on which the fluctuations
arise are matched as described below.
Lease rentals (as detailed in Notes 4 and 10) are received in
USD and GBP. Those lease rentals received in USD are used to pay
the loan repayments due, also in USD (as detailed in Note 13). Both
USD lease rentals and loan repayments are fixed and are for similar
sums and similar timings. The matching of lease rentals to settle
loan repayments therefore mitigates risks caused by foreign
exchange fluctuations.
The carrying amounts of the Company's foreign currency
denominated monetary assets and liabiliites at the reporting date
are as follows:
Liabilities Assets
GBP GBP
Bank loan (USD) 74,109,941 -
Cash and cash equivalents - 2,404,777
============= ==========
The following table details the Company's sensitivity to a 15
per cent increase and decrease in Sterling against USD. 15 per cent
represents the directors' assessment of the reasonably possible
change in foreign exchange rates. The sensitivity analysis includes
only outstanding foreign currency denominated monetary items and
adjusts their translation at the period end for a 15 per cent
change in foreign currency rates. A positive number below indicates
an increase in profit and other equity where Sterling strengthens
15 per cent against USD. For a 15 per cent weakening of the
Sterling against USD, there would be a comparable impact on the
profit and other equity, and the balances below would be
negative:
Doric Nimrod Air One Limited (the "Company")
Notes to the Financial Statements
as at 30 September 2011 (continued)
16 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
(b) Foreign currency risk (continued)
USD impact
Profit or loss 9,352,850
Assets (313,664)
Liabilities 9,666,514
===========
(c) Credit risk
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in financial loss to the
Company.
The credit risk on cash transactions and transactions involving
long term borrowings are mitigated by transacting with
counterparties that are regulated entities subject to prudential
supervision, or with high credit ratings assigned by international
credit rating agencies.
The Company's financial assets exposed to credit risk are as
follows:
30 Sep 2011
GBP
Receivables 22
Cash and cash equivalents 4,655,513
------------
4,655,535
============
Cash is held in accounts with Barclays and Westpac Banking
Corporation ("Westpac"), which have credit ratings of Aa3 and Aa2
respectively.
There is a contractual credit risk arising from the possibility
that the lessee may default on the lease payments. This risk is
mitigated, as under the terms of the lease agreement between the
lessee and the Company, any non payment of the lease rentals
constitutes a Special Termination Event, under which the lease
terminates and the Company may either choose to sell the asset or
lease the Aircraft to another party.
(d) Liquidity risk
Liquidity risk is the risk that the Company will encounter
difficulty in realising assets or otherwise raising funds to meet
financial commitments. The Company's main financial commitments are
its ongoing operating expenses and loan repayments to Westpac.
Doric Nimrod Air One Limited (the "Company")
Notes to the Financial Statements
as at 30 September 2011 (continued)
16 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
(d) Liquidity risk (continued)
Ultimate responsibility for liquidity risk management rests with
the Board of directors, which established an appropriate liquidity
management framework at the incorporation of the Company, through
the timings of lease rentals and loan repayments. The Company
manages liquidity risk by maintaining adequate reserves, banking
facilities and borrowing facilities, by monitoring forecast and
actual cash flows, and by matching profiles of financial assets and
liabiliites.
The table below details the residual contractual maturities of
financial liabiliites:
1-3 months 3-12 months Over 1 year
GBP GBP GBP
Financial liabilities
Payables - due within 138,862 - -
one year
Loans payable 2,463,730 7,391,191 64,182,520
----------- ------------ ------------
2,602,592 7,391,191 64,182,520
=========== ============ ============
(e) Interest rate risk
Interest rate risk arises from the possibility that changes in
interest rates will affect future cash flows. It is the risk that
fluctuations in market interest rates will result in a reduction in
deposit interest earned on bank deposits held by the Company.
The Company mitigates interest rate risk by fixing the interest
rate on the loan and the lease rentals.
The following table details the Company's exposure to interest
rate risks:
Less than Fixed interest Non-interest Total
1 month bearing
GBP GBP GBP GBP
Financial assets
Receivables - - 4,207 4,207
Cash and cash equivalents 4,655,513 - - 4,655,513
---------- --------------- ------------- -----------------
Total financial assets 4,655,513 - 4,207 4,659,720
---------- --------------- ------------- -----------------
Financial liabilities
Accrued expenses - - 138,862 138,862
Loans payable - 74,037,441 - 74,037,441
---------- --------------- ------------- -----------------
Total financial liabilities - 74,037,441 138,862 74,176,303
---------- --------------- ------------- -----------------
Total interest sensitivity
gap 4,655,513 74,037,441
---------- ---------------
Doric Nimrod Air One Limited (the "Company")
Notes to the Financial Statements
as at 30 September 2011 (continued)
16 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
(e) Interest rate risk (continued)
If interest rates had been 50 basis points higher and all other
variables were held constant, the Company's net assets attributable
to shareholders as at 30 September 2011 would have been GBP19,398
greater, due to an increase in the amount of interest receivable on
the bank balances.
If interest rates had been 50 basis points lower and all other
variables were held constant, the Company's net assets attributable
to shareholders as at 30 September 2011 would have been GBP19,398
lower, due to an decrease in the amount of interest receivable on
the bank balances.
17 RELATED PARTIES
Nimrod Capital LLP ("Nimrod") is the Company's Placing Agent and
Corporate and Shareholder Adviser. In consideration for Nimrod
acting as placing agent in the Placing, the Company agreed to pay
Nimrod at Admission, a placing commission equal to 0.43 per cent.
of the Initial Gross Proceeds.
The Company shall pay to Nimrod for its services as Corporate
and Shareholder Adviser a fee of GBP100,000 per annum (adjusted
annually for inflation from 2012 onwards, at 2.25 per cent. per
annum) payable quarterly in arrears.
17 RELATED PARTIES (continued)
During the period, the Company incurred GBP588,254 of expenses
with Nimrod, of which GBP25,000 was outstanding to this related
party at 30 September 2011.
Doric Asset Finance Limited ("Doric") is the Company's Asset
Manager. Doric received a fee as at Admission, equal to 1.14 per
cent. of the Initial Gross Proceeds.
The Company will also pay Doric a management and advisory fee of
GBP250,000 per annum (adjusted annually for inflation from 2012
onwards, at 2.25 per cent. per annum), payable quarterly in
arrears.
During the period, the Company incurred GBP1,463,004 of expenses
with Doric, of which GBPnil was outstanding
to this related party at 30 September 2011.
18 ULTIMATE CONTROLLING PARTY
In the opinion of the directors, the Company has no ultimate
controlling party.
Doric Nimrod Air One Limited (the "Company")
Notes to the Financial Statements
as at 30 September 2011 (continued)
19 SUBSEQUENT EVENTS
On 6 October 2011, a further dividend of 2.25 pence per Ordinary
Preference Share was declared and this was paid on 28 October
2011.
Doric Nimrod Air One Limited
ADVISORS & CONTACT INFORMATION
Key Information
Exchange
Ticker
Listing Date
Fiscal Year End
Base Currency
ISIN
SEDOL
Country of Incorporation
Management and Administration
Registered Office
Doric Nimrod Air One Limited
Anson Place
Mill Court
La Charroterie
St Peter Port
Guernsey GY1 EJ
Asset Manager
Doric Asset Finance Limited
5 Royal Exchange Buildings
London
EC3V 3NL
Placing and Corporate and Shareholder Advisory Agent
Nimrod Capital LLP
4 The London Fruit and Wool Exchange
Brushfield Street
London E1 6HB
Solicitors to the Company (as to English Law)
Herbert Smith LLP
Exchange House
Primrose Street
London EC2A 2HS
Specialist Fund Market of the LSE/ CISX
DNA
13 December 2010
31 March
GBP
GG00B4MF3899
B4MF389
Guernsey - Registration number 52484
Company Secretary and Administrator
Anson Fund Managers Limited
P.O. Box 405, Anson Place
Mill Court
La Charroterie
St Peter Port
Guernsey GY1 3GF
Registrar
Anson Registrars Limited
PO Box 426, Anson Place
Mill Court, La Charroterie
St Peter Port
Guernsey GY1 3WX
Advocates to the Company (as to Guernsey Law)
Mourant Ozannes
1 Le Marchant Street
St Peter Port
Guernsey
GY1 4HP
Auditor
Ernst & Young LLP
Royal Chambers
St Julian's Avenue
St Peter Port
Guernsey
GY1 4AF
This information is provided by RNS
The company news service from the London Stock Exchange
END
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