2023
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
75 GLOSSARY
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 3
Overview
STRATEGIC REPORT
Summary Information
Listing Specialist Fund Segment of the London Stock Exchange’s Main Market.
Ticker AA4
Share Price 43.20 pence (as at 31 March 2023)
45.25 pence (as at 21 July 2023)
Market Capitalisation GBP 131 million (as at 31 March 2023)
GBP 137 million (as at 21 July 2023)
Dividends Announcement Date Dividend Declared
11 April 2022 1.25 pence per ordinary share
5 July 2022 1.25 pence per ordinary share
6 October 2022 1.5 pence per ordinary share
5 January 2023 1.5 pence per ordinary share
Post-Year-End Dividends 4 April 2023 1.75 pence per ordinary share
3 July 2023 1.75 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 Liberum Capital Limited
Administrator JTC Fund Solutions (Guernsey) Limited
Auditor KPMG Channel Islands Limited
SEDOL
ISIN
LEI
BNDVLS5
GG00BNDVLS54 (Effective from 1 March 2023) and GG00BMZQ5R81
(Prior to compulsory redemption on 1 March 2023)
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 to Shareholders our Consolidated Annual Financial Report for the year ended 31 March 2023.
THE PAST YEAR
You will see from the Financial Summary below that, on virtually all metrics, the Group has improved its performance
following the ending of the pandemic and the return to more normal travel and flying activity in most areas of the globe.
Year Ended 31 March 2023 31 March 2022 31 March 2021
Total rent income GBP208,099,130 GBP190,033,541 GBP201,374,560
Total Net Assets GBP341,326,227 GBP313,764,056 GBP311,694,307
Dividends paid GBP19,102,241 GBP4,341,418 GBP11,346,419
Share Redemptions GBP28,002,108 GBP29,999,169 GBP96,655,916
Shares in issue 303,899,361 347,313,483 434,141,757
Outstanding debt GBP955,407,582 GBP994,628,598 GBP1,033,556,018
Changes to residual values -1% -16% -20%
Share price at year end GBP43.20 GBP30.40 GBP24.00
DIVIDENDS AND DISTRIBUTIONS
The Board is aware of the importance of cash returns for Shareholders. As Emirates recently announced its best financial
performance ever and Thai Airways continues its slow rehabilitation and recapitalisation, we announced a new dividend
target of 7 pence per share and we expect that this level of dividend can be maintained, at least until the aircraft leases
begin to expire. In addition in the year to 31 March 2023, we paid £28,002,108 to Shareholders through a partial
compulsory redemption.
BOARD
Shareholders will be aware that we have made changes to the composition of the Board. Most recently, Tom Sharp joined
in order to add further weight to our analysis of ongoing and future strategies and their financial implications for our investors.
His financial and analytical skills are proving to be invaluable and complement the existing and varied skills of the other
board members.
VALUATIONS
Of our three aircraft types, two are no longer in production and represent the older, heavier and less fuel efficient aircraft
designed more than 20 years ago. Shareholders will have noted the accounting impairments that have had to be made in
the prior 2 years, but further impairments are not required this year, due to the recovery in air travel and estimated aircraft
values.
It should also be noted that accounting book value after impairment is not the same as actual market value. Assessing
the value on the open market of A380 aircraft remains difficult. Meanwhile B777-300ER values have been heavily written
down for several years, notwithstanding the great success of that aircraft type. Conversely, the A350-900 is a modern, light
weight fuel-efficient twin and is proving popular as a replacement for the older widebody. The production of new aircraft has
been slow following the widely reported supply chain issues in its almost total stoppage in 2020/21. This lack of new supply
should preserve some value even in aircraft which, in other times, would be heading into retirement.
Emirates has never missed a rent payment and its income underwrites all of the costs and expenses of the Group and 100%
of dividends, Thai makes a small contribution to the former, but zero to the latter.
Just what value can be realised for Shareholders as the leases approach their end is a continuing focus of the Board and its
advisers.
In summary, the past year has been positive and we thank our service providers and advisers for their contributions, and you,
our Shareholders, for your patience and support.
Robin Hallam
Chairman
Date: 28 July 2023
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 5
Overview
Asset Manager’s Report
AA4P PORTFOLIO UPDATE
1
As reported in the Management Discussion and Analysis displayed on the Thai Airways’ website, Thai Airways announced a
US$347.9m profit for the quarter ended 31 March 2023. This performance comes after a positive end to the airline’s 2022
full financial year where it reported a US$77.9m net profit. The airline is expanding its operations and fleet in line with
growing passenger demand. The Company’s aircraft continue to be in service for the carrier’s operations.
Following the Company’s previously published factsheet, there have been no significant developments in the rehabilitation
of Thai Airways. The airline received approval in October 2022 to revise its capital restructuring under the rehabilitation plan
and is currently performing in line with its targets.
As reported in the announcement for 2022/23 results displayed on the Emirates’ website, Emirates recorded a US$2.9bn
profit for the 2022/23 financial year, which ended on 31 March 2023. The airline substantially improved its financial results
after last year’s US$1.1bn loss, reflecting the best performance in the airline’s history. Emirates continues to maintain its
positive performance, as the airline adds more routes and flights to its network. In anticipation of a busy summer 2023
season Emirates has reintroduced or is reintroducing the A380 to the following destinations: Glasgow (from 26 March),
Casablanca (from 15April), Beijing (from 1 May), Shanghai (from 4 June), Nice (from 1 June), Birmingham (from 1 July),
Kuala Lumpur (from 1 August), and Taipei (from 1 August). By the end of the summer season the carrier expects to operate
A380 aircraft to almost 50 destinations, restoring close to 90% of its pre-pandemic A380 network. As of 31 March 2023,
four of the Company’s A380s are in service and it is expected that remaining two (MSN 208 and MSN 201) will return by
Q4’23, and Q2’24, respectively.
INDUSTRY UPDATE
In its latest update, the International Air Transport Association (IATA) announced that the recovery in air travel demand
continues in 2023.
Air passenger market overview – March 2023
Passenger Traffic (RPKs)
(% change yoy)
Capacity (ASKs)
(% change yoy)
Passenger Load
Factor Level
(% -pt)
Passenger Load
Factor Level
International ▲68.9% ▲48.0% ▲10.1% 81.3%
Domestic ▲34.1% ▲32.8% ▲0.8% 79.8%
Total ▲52.4% ▲41.2% ▲5.9% 80.7%
Source: Air Passenger Market Analysis – March 2023
IATA’s Director General, Willie Walsh, commented
“The calendar year first quarter ended on a strong note for air travel
demand…… Even more importantly, ticket sales for both domestic and international travel give every indication that strong
growth will continue into the peak Northern Hemisphere summer travel season.”
1
US$ figures are converted at: US$ 1 = AED 3.67; 1 THB = US$ 0.02929 as of 31 March 2023; 1 THB = US$ 0.028887 as of 30 December 2022 for figures
shown as of 2022.
6 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Asset Manager’s Report (continued)
Global air passengers, revenue-passenger kilometres (RPKs), billions
Industry RPKs (billion per month)
Year
Sources: IATA Economics, IATA Monthly Statistics, Air Passenger Market Analysis – March 2023
EMIRATES
Financial Highlights
2
Income Statement FY 22/23 YoY Change
Revenue US$ 29.3bn ▲81%
EBITDA US$9.1bn ▲88%
Profit/(Loss) US$ 2.9bn N/A
3
Cash Assets US$ 10.2bn ▲79%
Passengers carried 43.6m ▲2.2x
Available seat km 284.02bn ▲78%
Source: Emirates Group Annual Report 2022-2023 displayed on Emirates website
His Highness Sheikh Ahmed bin Saeed Al Maktoum, Chairman and Chief Executive, Emirates Airline and Group, said
“In
2022-23, we’ve not only brought back most of our operations but also grew our footprint and capabilities by investing in
people, product, and new technologies – demonstrating our agility and ability.”
“We go into 2023/24 with a strong positive outlook and expect the Group to remain profitable. We will work hard to hit our
targets while keeping a close watch on inflation, high fuel prices, and political and economic uncertainty.”
Operational Highlights
To serve strong customer demand, Emirates launched new services to Tel Aviv, Emirates relaunched flights to six destinations
and increased operations to 62cities across its network. By 31 March 2023, the Emirates network comprised 150 destinations
across six continents, including 9 cities served by its freighter fleet only.
Emirates also deployed its flagship A380 aircraft to even more cities during the year, bringing its A380 network close to
50destinations.
Emirates continues to invest in delivering ever better customer experiences. In order to grant its customers access to even
more destinations, Emirates signed agreements with new codeshare partners in 2022-23 most notably with United Airlines
and Air Canada. This expand the airline’s connectivity in the Americas to over 200 new destination, in addition to improving
the benefits of its frequent flyer programme.
During the year, it launched its full Premium Economy experience to hugely positive customer feedback and brought into
service the first 6 of its newly retrofitted A380s with completely refreshed cabin interiors.
2
US$ figures are converted at: US$ 1 = AED 3.67.
3
Previously reported a loss, hence the YoY change is not applicable.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 7
Overview
Asset Manager’s Report (continued)
THAI AIRWAYS INTERNATIONAL
Financial Highlights
4
Income Statement Q1’23 YoY Change
Revenue US$ 1.1bn ▲3.8x
Expenses US$ 772.6m ▲2x
Profit/(Loss) US$ 347.9m N/A
5
Cash Assets US$ 1.2bn ▲7x
Passengers carried 2.2 million ▲9.5x
Available seat km 12.1bn ▲2.3x
Source: Thai Airways Management Discussion and Analysis Q1/2023 displayed on Thai Airways website
Rehabilitation Plan
On 26 May 2020, to ensure the future of the airline, Thai Airways submitted the Rehabilitation Plan, in the form of a petition
to file for rehabilitation to the Central Bankruptcy Court of Thailand to implement measures to cut costs and to stabilize
revenues. On 20 October 2022, the Court approved the amendment to the Rehabilitation Plan, which involved a capital
restructuring. The plan administrator and executives are confident that the business reorganisation under the Rehabilitation
Plan will be implemented smoothly to the benefit of creditors.
Operational Highlights
After an impressive end to the 2022 financial year, Thai Airways continued its positive performance in the first quarter of
2023. The airline operated in line with its Rehabilitation Plan, progressed its operations and improved its fleet efficiency.
According to Cirium Fleet Analyzer as of 15 June 2023, Thai Airways has a total fleet of 71 aircraft (50 are leased and the
remainder are owned). This fleet comprises a variety of aircraft types such as A380s, A350s, A330s, A320s, B787s, B777s
and B737s. About 63% of the fleet is in service. Thai Airways disclosed that it intends to sell six B777-300 aircraft that were
no longer part of future fleet plans.
Thai Airways recently returned a B777-200ER aircraft to service. The aircraft mainly operates on the Singapore, Kuala Lumpur,
Jakarta, Kolkata, New Delhi, Chennai, Dhaka and Islamabad routes in order to accommodate the growing passenger
demand driven by the aviation sector’s recovery. The four AA4P A350 aircraft on lease to Thai returned to revenue service
between October 2021 and January 2022. From January 2022 to March 2023 the Company’s A350s have been operating
a monthly average utilization of 285 hours and 66 cycles. They are mainly operating routes in Australasia regions.
In the revised Rehabilitation Plan, the carrier also plans to acquire a total of nine additional aircraft to support the expansion
of its operations. Thai Airways has signed operating lease agreements for two A350-900 aircraft, which are expected to be
in operation in the second quarter of 2023 flying to Stockholm, Jakarta, and Melbourne. Thai Airways are emerging strongly
from the bankruptcy process and reported a profit for the year ended 31 December 2022 of US$ 77.9m. The airline is
focused on growing its fleet, with the primary focus on the A350 aircraft, which will come as welcome news to AA4P. The
four A350’s are proving to be beneficial to AA4P, as the Company is now receiving regular monthly rental and engine
maintenance reserve payments from Thai Airways. It appears that the aircraft’s futures are safe within Thai Airways and that
they will continue to operate these aircraft far into the future.
4
1 THB = US$ 0.02929 as of 31 March 2023; 1 THB = US$ 0.028887 as of 30 December 2022 for figures shown as of 2022.
5
Previously reported a loss, hence the YoY change is not applicable.
8 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Environmental Social and Governance (“ESG”) Policy
Introduction
The Company recognises that Shareholders and other stakeholders have a growing interest in the ESG considerations 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 renegotiation
of leases have pushed that end date out to 2036 for certain assets.
The Company has adopted a policy to consider ESG 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 Company has granted “quiet enjoyment” of its aircraft to its lessees, Emirates and Thai Airways. Shareholders are invited
to review the environmental and sustainability criteria published by Emirates in their most recent annual report and the
statements made by Thai Airways on its website.
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. Five of the six Directors are independent and all are
non-executive. 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 deemed to be 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.
Sometimes directors are required to travel in the fulfilment of their duties and, 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.
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 service providers also engage a number of executive women
who are involved heavily in the affairs of the Company.
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.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 9
Overview
Environmental Social and Governance (“ESG”) Policy (continued)
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; and 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.
The Aviation Industry
The increased focus on climate change and greenhouse gas emissions, inevitably means that further focus 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
The ATAG report of September 2020 stated that prior to the COVID-19 pandemic, aircraft flights produced 915million
tons of carbon dioxide, or 2% of the total “human-induced” carbon dioxide emissions. Among transport sources of carbon
dioxide, aviation is responsible for just 12%, with road emissions comprising the vast majority at 74%.
ATAG aims that by 2050, global civil aviation operations will achieve net-zero carbon emissions. Airframe and engine
manufacturers can and will contribute significantly to this effort.
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
changes in the future to the Group’s existing contracts.
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. Until 1 April 2022 the Company had redeemed a total of 300,911,517 Shares,
returning a total of £128,477,460 to investors. On 1 March 2023 the Company undertook the compulsory redemption of
43,414,122 Shares on the basis of one for eight Shares held as at 28 February 2023 at a redemption price of 64.50 pence
per Share redeemed.
As at 21July 2023, 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 45.25 pence per Share giving the Company a market capitalisation of £137 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 one of the Group’s
lessees, Thai Airways is subject to a Rehabilitation Plan, the Board considers it unlikely that in the near term there will be any
further expansion of the Company.
Investment Portfolio
As at 31 March 2023, the Company had 12wholly-owned aircraft owning subsidiaries and two Irish leasing subsidiaries, see
note 10 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 originally contracted leases from all of its lessees
and quarterly income distributions were made to Shareholders in line with the Company’s then target of 2.0625pence 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.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 11
Overview
Business Model (continued)
Completion Date Announcement Shares Redeemed Redemption Price (per share)
28 September 2020 £98.5 million returned 214,083,243 46 pence
8 December 2021 £30 million returned 86,828,274 34.55 pence
1 March 2023 £28 million returned 43,414,122 64.50 pence
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, acting in accordance with 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 compressive review
of the Company’s performance, the Board also decided to increase the dividend payment per share from 1.25 pence to
1.5pence in July 2022 and further increase to 1.75 pence in April 2023.
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 its past difficulties have arisen
due to government action and not wilful default by lessees. The cooperation between the Company and lessees is a key
to overcoming such difficulties.
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.
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
12 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Business Model (continued)
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.
As described in the Company’s viability statement on page 21, 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. Liberum Capital Limited is the Company’s Corporate Broker.
Asset Manager, Agency Services and Liaison Agent
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 sufficient 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.
Amedeo Services (UK) Limited has been appointed as Liaison and Administration Oversight Agent by the Company, pursuant
to the Liaison and Administration Oversight Agreement dated 30 April 2015. Details of the responsibilities undertaken by
Amedeo Services (UK) Limited are given in previous annual reports and in the Prospectus.
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-one aircraft under
management. 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 International Society of Transport Aircraft Trading (“ISTAT”).
Corporate Broker
Liberum Capital 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
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.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 13
Overview
Business Model (continued)
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 pages 12 and 13.
14 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Board of Directors
As at 31 March 2023, the Company had six directors, five of whom are independent and all of whom are non-executive.
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.
Laurence Barron (Independent non-executive)
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 and a member of the Audit Committee on 2 June 2016.
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 hisrole 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 three other London listed funds. Mr Le Page 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.
Mary Gavigan (Independent non-executive)
Mary is a Fellow of the Institute of Chartered Accountants in England & 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. 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.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 15
Overview
Board of Directors (continued)
Tom Sharp (non-executive)
Tom is an executive director 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 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 19January 2023.
As the Metage shareholding is considered “significant”, Tom is not independent under the criteria set out by the AIC Code.
16 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Corporate Information
Principal 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 risks set out below are those which are considered by the Board to be the material 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 as a
consequence.
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
assess 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.
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.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 17
Overview
Corporate Information (continued)
Description Impact Mitigation Current Assessment
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. Further,
if the Group were to dispose
of the Assets at the end of the
lease terms, there is a risk that
indicative values may not be
realised on disposal.
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 report regularly to the
Board.
Maintenance reserves on the
Company’s A350 assets are held
to ensure funding is available for
required maintenance.
No new investments are currently
envisaged.
Stable: No maintenance
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.
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.
18 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Corporate Information (continued)
Description Impact Mitigation Current Assessment
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
Valuation of Assets
The Group’s net asset value
for accounting purposes is
calculated in accordance with
IFRS and may not properly
reflect the actual realisable
value of the Assets at any
particular point of time.
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.
Valuations may fluctuate
over short periods of time
and may be based on
estimates.
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.
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, 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.
Decreasing: The
establishment of a fixed
rental period for Thai
aircraft has removed
much of the risk of
mismatch between
rentals and debt service
which existed during the
PBH period.
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 order to
ensure that there is adequate
funding at all times for proper
maintenance of the aircraft.
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
external auditor, 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.
Emerging Risks
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. In the Board’s view there are no 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.
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.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 21
Overview
Corporate Information (continued)
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 19 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 2023 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.
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 power by the hour (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 current improving 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.
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 and/or decreasing.
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.
22 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Corporate Information (continued)
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 2026 and that the Group will therefore 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 2023.
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 4 to 20, 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. Tom Sharp was
appointed to the Board of Directors effective 19January 2023. 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 72.
The Company declared and paid the following dividends during the financial year:
Announcement Date Payment Date Dividend per Share (pence)
11 April 2022 29 April 2022 1.25
5 July 2022 5 August 2022 1.25
6 October 2022 31 October 2022 1.5
5 January 2023 31 January 2023 1.5
The Company declared and paid the following dividends subsequent to the financial year:
Announcement Date Payment Date Dividend per Share (pence)
4 April 2023 28 April 2023 1.75
3 July 2023 Anticipated 31 July 2023 1.75
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 the date of this report, 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*
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
Weiss Asset Management LP 6.51 19,787,239
Newton Investment Management Limited 6.13 18,624,604
Elliot Investment Management L.P. 6.05 18,375,000
FS Wealth Management Ltd 5.01 15,237,071
*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
In order to align the Company’s auditing arrangements with the location of its business, the Board decided to change the
KPMG entity which undertakes its audit. As a consequence on 23May 2023 KPMG Ireland, which was reappointed as auditor
at the 2022 AGM, tendered its resignation from that role, with KPMG Channel Islands Limited having indicated its willingness
to assume the role of auditor. Accordingly, at a Board meeting held on 19 June 2023 the resignation of the KPMG Ireland
was accepted and KPMG Channel Islands Limited was appointed to fill the vacancy arising. A resolution proposing the
reappointment of KPMG Channel Islands Limited will be submitted at the forthcoming annual general meeting to be held
pursuant to section 199 of the Law.
The strategic report on pages 3 to 22 was approved by the Board on 28 July 2023 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 International Financial Reporting Standards as issued by the IASB and
applicable law.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Group and of its profit or loss for that period. In preparing these financial statements,
the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable, relevant and reliable;
• 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 28 July 2023
Robin Hallam
Chairman
26 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Remuneration Report
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.
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
The Board comprises six directors, their biographies appear on pages 14 to 15 demonstrating the wide range of skills and
experience they each bring to the Board. All the Directors are non-executive and, for the purpose of provision 13 of the AIC
Code, five 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 the five directors who served throughout the
year remain independent under the principles of the AIC Code.
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 annual general meetings 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 annual general meeting Steve Le Page will retire and, being eligible, offer himself for re-
election. Having considered the performance and contributions made by Mr Le Page, and having regard to his biography
on page 14 which demonstrate the key skills, experience and knowledge he brings to the Board, the Board believes that
he continues to perform effectively and with commitment to his role and, as such, the Board recommends his re-election.
The Board will consider the tenure of all directors, including the chairman, once any director has been appointed to the
Board for a continuous period of nine years.
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.
Board Evaluation
In February 2023 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
28 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Corporate Governance Statement (continued)
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 ten Board meetings and three Audit Committee meetings in order to
carry out their duties. Director’s attendance at these meetings was as follows:
Director Board Audit Committee Dividend Committee
Robin Hallam 10 of 10 N/A* N/A
David Gelber 9 of 10 3 of 3 N/A
Laurence Barron 10 of 10 3 of 3 N/A
Mary Gavigan 10 of 10 3 of 3 N/A
Steve Le Page 10 of 10 3 of 3 4 of 4
Tom Sharp 1 of 1** N/A*** N/A
*Robin Hallam is not a member of the Audit Committee.
**Tom Sharp was appointed as director of the Company with effect from 19January 2023.
***Tom Sharp is not a member of the Audit Committee.
No fixed time commitment for Board duties has been set in the director’s letters of appointment, as the Board considers
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.
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 29
Overview
Corporate Governance Statement (continued)
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 exclusively non-executive Board, the Company has no requirement
for these committees and instead, the full Board performs these functions.
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 Laurence Barron, David Gelber, Mary Gavigan and
Steve Le Page. The Audit Committee has regard to the Guidance on Audit Committees published by the FRC 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. KPMG Ireland, which was reappointed as auditor at the
2022 AGM, tendered its resignation from that role on 23 May 2023, but has confirmed that there are no circumstances
connected to its resignation which should be brought to the attention of the Board or Shareholders.KPMG Channel Islands
Limited indicated its willingness to assume the role of auditor.Accordingly, the Audit Committee recommended that the
Board accept the resignation of KPMG Ireland and the appointment of KPMG Channel Islands Limited to fill the vacancy
arising. The Board duly accepted these recommendations at a meeting held on 19 June 2023, and a resolution proposing
the appointment of KPMG Channel Islands Limited will be submitted at the forthcoming annual general meeting 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 appointment of KPMG Chanel Islands Limited as the
Company’s external auditor be proposed to Shareholders at the 2023 annual general meeting. 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
30 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Corporate Governance Statement (continued)
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 2022 and the consolidated half-yearly financial report for the period ended 30 September 2022. 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.
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 annual general meeting.
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
Mary Gavigan – Non-executive Director
David Gelber – Non-executive Director
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 three 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 significant issues considered by the Audit Committee in relation to this consolidated annual financial report and how these
were addressed were as follows: 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
best approximates 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 of these appraisals using values
for the A380 aircraft with minimum return conditions plus monetary
compensation (per the lease contracts) as well as base values for the
A350 and 777-300ER aircraft at the end of the lease.
With respect to the A380s, the aircraft type faces a unique situation in
terms of its operator base and value offered to operations. 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 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. To
the extent not recovered during the restructuring of the leases with Thai Airways, credit losses provided for in previous years
were realised in the prior year.
As set out in the going concern note 2(i) and in the viability statement on page 21, 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 valuation 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.
KPMG Ireland, which was reappointed as auditor at the 2022 AGM tendered its resignation from that role on 23 May
2023. KPMG Channel Islands Limited indicated its willingness to assume the role of auditor. The Audit Committee has
recommended to the Board that the resignation of KPMG Ireland be accepted and that KPMG Channel Islands Limited
be appointed to fill the vacancy arising. A resolution regarding the appointment of KPMG Channel Islands Limited will be
submitted at the forthcoming annual general meeting 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 in respect of these Consolidated Financial Statements and
generally. 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 they show a true and fair view of the performance
of the Company for the year ended 31 March 2023 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 2023,
the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and
notes, comprising significant 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 2023, 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 2022):
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 property,
plant and equipment –
aircraft (the “Assets”)
£1,161,509,286; (2022:
£1,209,709,751)
Refer to the Audit
Committee Report on
page 31, note 2 (l)
accounting policy and
note10 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, determined that it was
necessary to perform 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
10 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 10 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 management’s method,
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 historical performance of the Group’s Assets,
the lease agreements in place, and observable
market data.
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; and
by performing inquiries with them and the Asset
Manager to understand key judgements.
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 10) 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 10 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 £6,950,000, determined with reference to a
benchmark of group total assets of £1,390,135,965, of which it represents approximately 0.5% (2022: 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 65% (2022: 65%) of materiality for the Consolidated Financial
Statements as a whole, which equates to £4,517,500. 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 £347,500, 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 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. Our assessment of risks involved gaining an
understanding of the control environment including the entity’s procedures for complying with laws and regulations.
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 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
consolidated annual financial report but does not include the Consolidated Financial Statements and our auditor’s report
thereon. Our opinion on the Consolidated Financial Statements does not cover the other information and we do not express
an audit opinion or any form of assurance conclusion thereon.
38 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Independent Auditor’s Report to the Members of
Amedeo Air Four Plus Limited (continued)
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
28 July 2023
Consolidated Financial
Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 39
Consolidated Statement of Comprehensive Income
for the year ended 31 March 2023
Notes
1 Apr 2022 to
31 Mar 2023
GBP
1 Apr 2021 to
31 Mar 2022
GBP
INCOME
US Dollar based rental income 4 173,474,478 155,413,982
British Pound based rental income 4 34,624,652 34,619,559
EXPENSES
Operating expenses 6 (4,908,896 ) (5,059,351 )
Depreciation and amortisation of aircraft 10 (129,682,968 ) (113,384,109 )
Impairment of aircraft 10 — (4,834,603 )
Expected credit loss 25 (1,842,796 ) —
Trade and other receivables written off 13 — (30,062,327 )
(136,434,660 ) (153,340,390 )
Net profit for the year before finance income, finance costs and
foreign exchange gains 71,664,470 36,693,151
FINANCE INCOME
Gain on loan modifications — 2,605,383
Finance income 11 26,310,651 24,515,446
FINANCE COSTS
Loss on extinguishment of loan — (1,452,426 )
Finance costs 12 (40,071,942 ) (38,162,538 )
(40,071,942 ) (39,614,964 )
Foreign exchange gains 939,728 477,174
Income for the year before tax 58,842,907 24,676,190
Income tax (expense)/credit 24 (31,668 ) 71,069
Income for the year after tax 58,811,239 24,747,259
OTHER COMPREHENSIVE INCOME
Items that may be reclassified subsequently to profit or loss
Translation adjustment on foreign operations 15,855,281 11,663,077
Total comprehensive gain for the year 74,666,520 36,410,336
Pence Pence
Earnings per share for the year – basic and diluted 9 17.11 6.08
In arriving at the results for the financial year, all amounts above relate to continuing operations.
The notes on 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 2023
Notes
31 Mar 2023
GBP
31 Mar 2022
GBP
NON-CURRENT ASSETS
Aircraft 10 1,161,509,286 1,209,709,751
Trade and other receivables 13 17,972,187 14,715,782
Derivatives at fair value through profit and loss 18 44,599,777 23,249,102
Deferred tax 24 54,210 74,193
Accrued income 25 34,858,268 13,682,483
CURRENT ASSETS
Accrued income 25 3,704,760 7,429,366
Short term investments 14 10,719,241 20,770,215
Trade and other receivables 13 111,110 1,579,769
Cash and cash equivalents 21 116,607,126 101,644,952
TOTAL ASSETS 1,390,135,965 1,392,855,613
CURRENT LIABILITIES
Payables 15 215,370 143,708
Deferred income 25 5,628,215 5,450,353
Maintenance provisions 22 45,539,816 139,534
Borrowings 16 109,878,152 81,721,825
NON-CURRENT LIABILITIES
Maintenance provisions 22 24,699,887 58,215,979
Borrowings 16 845,529,430 912,906,773
Deferred income 25 17,318,868 20,513,385
TOTAL LIABILITIES 1,048,809,738 1,079,091,557
TOTAL NET ASSETS 341,326,227 313,764,056
EQUITY
Share capital 17 492,981,504 520,983,612
Foreign currency translation reserve 46,475,886 30,620,605
Retained deficit (198,131,163 ) (237,840,161 )
Pence Pence
Net Asset Value Per Share based on 303,899,361 (2022: 347,313,483 )
shares in issue 112.32 90.34
The notes on pages 43 to 72 form an integral part of these Consolidated Financial Satements.
Consolidated Financial
Statements
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 41
Consolidated Statement of Cash Flows
for the year ended 31 March 2023
Notes
1 Apr 2022 to
31 Mar 2023
GBP
1 Apr 2021 to
31 Mar 2022
GBP
OPERATING ACTIVITIES
Income for the year after tax 58,811,239 24,747,259
Increase in accrued income (24,336,592 ) (3,054,716 )
Decrease in deferred income (1,530,627 ) (3,521,837 )
Interest income (3,344,526 ) (181,689 )
Depreciation and amortisation of aircraft 10 129,682,968 113,384,109
Gain on derivatives (1,393,953 ) —
Expected credit loss 1,842,796 30,062,327
Impairment of aircraft 10 — 4,834,603
Taxation expense/(credit) 24 31,668 (71,069 )
Loan interest payable 12 38,449,531 36,663,596
Fair value adjustments on financial assets 11 (21,290,765 ) (24,333,757 )
Loan modifications — (1,639,457 )
Increase/(decrease) in payables 91,643 (51,511 )
Maintenance reserves received 8,311,349 719,470
(Increase) /decrease in receivables 915,694 (31,137,532 )
Foreign exchange movement (939,728 ) (477,174 )
Amortisation of debt arrangement costs 12 1,622,411 1,498,942
NET CASH FROM OPERATING ACTIVITIES 186,923,108 147,441,564
INVESTING ACTIVITIES
Investment in short term deposits 14 (10,719,241 ) (20,770,215 )
Withdrawal from short term deposits 14 20,770,215 22,789,120
Interest received 11 3,344,526 181,689
NET CASH FROM INVESTING ACTIVITIES 13,395,500 2,200,594
FINANCING ACTIVITIES
Dividends paid 8 (19,102,241 ) (4,341,418 )
Share redemption paid 17 (28,002,108 ) (29,999,169 )
Premium paid on derivatives acquired — (3,647,627 )
Repayments of capital on senior loans 23 (103,301,759 ) (85,570,355 )
Payments of interest on senior loans 23 (31,068,163 ) (25,768,010 )
Payments of interest on junior loans 23 (11,849,067 ) (10,089,604 )
Security trustee and agency fees 12 (219,593 ) (193,908 )
Gain received on derivatives 1,585,327 —
NET CASH USED IN FINANCING ACTIVITIES (191,957,604 ) (159,610,091 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 101,644,952 118,060,583
Increase(/(decrease) in cash and cash equivalents 8,361,004 (9,967,933 )
Effects of foreign exchange rates 6,601,170 (6,447,698 )
CASH AND CASH EQUIVALENTS AT END OF YEAR 21 116,607,126 101,644,952
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 31March 2023
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 — — 15,855,281 15,855,281
Total comprehensive gain for the
year — 58,811,239 15,855,281 74,666,520
Transactions with owners of the
Company:
Share redemption 17 (28,002,108 ) — — (28,002,108 )
Dividends paid 8 (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
Notes
Share
capital
GBP
Retained
deficit
GBP
Foreign
currency
translation
reserve
GBP
Total
GBP
Balance as at 1 April 2021 550,982,781 (258,246,002 ) 18,957,528 311,694,307
Income for the year — 24,747,259 — 24,747,259
Other comprehensive gain for the
year — — 11,663,077 11,663,077
Total comprehensive gain for the
year — 24,747,259 11,663,077 36,410,336
Transactions with owners of the
Company:
Share redemption 17 (29,999,169 ) — — (29,999,169 )
Dividends paid 8 — (4,341,418 ) — (4,341,418 )
Total transactions with owners of
the Company: (29,999,169 ) (4,341,418 ) — (34,340,587 )
Balance as at 31 March 2022 520,983,612 (237,840,161 ) 30,620,605 313,764,056
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 31March 2023
44 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31March 2023
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 31March 2023
46 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31March 2023
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 31March 2023
48 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31March 2023
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 31March 2023
50 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31March 2023
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 31March 2023
52 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31March 2023
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 31March 2023
54 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31March 2023
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 31March 2023
56 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31March 2023
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 31March 2023
58 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31March 2023
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 31March 2023
60 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31March 2023
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 31March 2023
62 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31March 2023
18. 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 2023
GBP
31 Mar 2022
GBP
Financial assets
Cash and cash equivalents 116,607,126 101,644,952
Short term investments 10,719,241 20,770,215
Derivatives at fair value through profit and loss 44,599,777 23,249,102
Accrued income* 38,563,028 21,111,849
Trade receivables** 17,972,187 16,133,558
228,461,359 182,909,676
* This amount is net of provision for impairment.
**This amount represents rent due but not yet received and net of provision for impairment and is included within Receivables on the Statement of
Financial Position.
31 Mar 2023
GBP
31 Mar 2022
GBP
Financial liabilities
Payables 215,370 143,708
Debt payable (excluding unamortised arrangement fees) 963,403,658 1,003,624,894
963,619,028 1,003,768,602
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 31March 2023
18. FINANCIAL INSTRUMENTS (continued)
64 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31March 2023
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 31March 2023
66 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31March 2023
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 31March 2023
68 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31March 2023
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 31March 2023
70 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31March 2023
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 31March 2023
72 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Notes to the Consolidated Financial Statements (continued)
for the year ended 31March 2023
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 73
Key Advisers and Contact Information
Directors
Robin Hallam (Chairman)
David Gelber (Senior Independent Director)
Laurence Barron
Mary Gavigan
Steve Le Page
Tom Sharp (appointed 19 January 2023)
Contact details
Robin.Hallam@aa4plus.com
David.Gelber@aa4plus.com
Laurence.Barron@aa4plus.com
Mary.Gavigan@aa4plus.com
Steve.Lepage@aa4plus.com
Tom.Sharp@aa4plus.com
Registered Office of the Company
Asset Manager
Amedeo Limited
35 New Broad Street,
New Broad Street House
London
EC2M 1NH
United Kingdom
Liaison and Administration Oversight Agent
Amedeo Services (UK) Limited
35 New Broad Street,
New Broad Street House
London
EC2M 1NH
United Kingdom
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
Liberum Capital Limited
Ropemaker Place
25 Ropemaker Street
London, EC2Y 9LY
Telephone: +44 (0)20 3100 2000
Registrar, Paying Agent and Transfer Agent
Link Market Services Limited
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds, LS1 4DL
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
74 Amedeo Air Four Plus Limited Consolidated Annual Financial Report
Key Advisers and Contact Information (continued)
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
Amedeo Air Four Plus Limited Consolidated Annual Financial Report 75
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
ATAG The Air Transport Group
Board Board of directors of the Company
Company Amedeo Air Four Plus Limited
Corporate Adviser Liberum Capital Limited
DGTRs The FCA’s Disclosure Guidance and Transparency Rules
ESG Environmental, social and governance
Etihad Etihad Airways PJSC
FCA Financial Conduct Authority
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
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
