TIDMAIR
RNS Number : 9919Y
Air Partner PLC
14 May 2019
14 May 2019
LEI: 213800JLR6YIRMSCUS98
Air Partner plc
('Air Partner' or the 'Company')
Annual Report and Notice of Annual General Meeting 2019
Further to the release on 9 May 2019 of the Full Year Results
for the year ended 31 January 2019, Air Partner plc, the global
aviation services group, confirms that the following documents have
been published on the website at
http://www.airpartner.com/en/investors:
-- Annual Report 2019
-- Notice of 2019 Annual General Meeting (contained within the Annual Report 2019)
These documents will be posted to shareholders (or otherwise
made available) on 23 May 2019.
These documents have been submitted to the UK Listing Authority
via the National Storage Mechanism and will shortly be available
for inspection at www.morningstar.co.uk/uk/NSM.
The 2019 Annual General Meeting will be held at 11:00 on
Wednesday 26 June 2019 at 2 City Place, Beehive Ring Road, Gatwick,
West Sussex, RH6 0PA.
Regulated Information: The information set out in the Appendix,
which is extracted from the Annual Report 2019, is included for the
purposes of complying with DTR 6.3.5 and its requirements on how to
make public annual financial reports. The information in the
Appendix should be read in conjunction with the Company's
preliminary results for the year ended 31 January 2019 released on
9 May 2019 which can be viewed at
http://www.airpartner.com/en/investors. Together, these constitute
the material required by DTR 6.3.5 to be communicated in unedited
full text through a Regulatory Information Service.
Enquiries:
TB Cardew (PR Advisor to Air Partner) T. +44 (0)20 7930 0777
Tom Allison
Alycia MacAskill
Joe McGregor
T. +44 (0)1293 844
Air Partner 788
Mark Briffa, Chief Executive Officer
Joanne Estell
About Air Partner:
Founded in 1961, Air Partner is a global aviation services group
that provides worldwide solutions to industry, commerce,
governments and private individuals. The Group has two divisions :
Charter division, comprising air charter broking and remarketing;
and the Consulting & Training division. For reporting purposes,
the Group is structured into four divisions: Commercial Jets,
Private Jets, Freight (Charter) and Consulting & Training
(Baines Simmons, Clockwork Research and SafeSkys). Commercial Jets
charters large airliners to move groups of any size. Air Partner
Remarketing, which is within the Commercial Jet division, provides
comprehensive remarketing programmes for all types of commercial
and corporate aircraft to a wide range of international clients.
Private Jets offers the Company's unique pre-paid JetCard scheme
and on-demand charter. Freight charters aircraft of every size to
fly almost any cargo anywhere, at any time. Baines Simmons is a
world leader in aviation safety consulting specialising in aviation
regulation, compliance and safety management. Clockwork Research is
a leading fatigue risk management consultancy. SafeSkys is a
leading Environmental and Air Traffic Control services provider to
UK and International airports. Air Partner is headquartered
alongside Gatwick airport in the UK. Air Partner operates 24/7
year-round. Air Partner is listed on the London Stock Exchange
(AIR) and is ISO 9001:2015 compliant for commercial airline and
private jet solutions worldwide. www.airpartner.com
Appendix
Statement of Directors' responsibilities in respect of the
financial statements
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have prepared the group and parent company financial statements in
accordance with International Financial Reporting Standards (IFRSs)
as adopted by the European Union. 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 parent company and of the profit or loss of the Group and
parent company for that period. In preparing the financial
statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- state whether applicable IFRSs as adopted by the European
Union have been followed, subject to any material departures
disclosed and explained in the financial statements;
-- make judgements and accounting estimates that are reasonable and prudent; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and parent
company will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group and
parent company's transactions and disclose with reasonable accuracy
at any time the financial position of the Group and parent company
and enable them to ensure that the financial statements and the
Directors' Remuneration Report comply with the Companies Act 2006
and, as regards the group financial statements, Article 4 of the
IAS Regulation.
The Directors are also responsible for safeguarding the assets
of the Group and parent company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity
of the Group and parent company's website. Legislation in the
United Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
The Directors consider that the annual report and accounts,
taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Group and
parent company's performance, business model and strategy.
Each of the Directors, whose names and functions are listed on
page 47 of the Annual Report confirm that, to the best of their
knowledge:
-- the Group and parent company financial statements, which have
been prepared in accordance with IFRSs as adopted by the European
Union, give a true and fair view of the assets, liabilities,
financial position and profit of the Group and profit of the parent
company; and
-- the Directors' Report includes a fair review of the
development and performance of the business and the position of the
Group and parent company, together with a description of the
principal risks and uncertainties that it faces.
In the case of each director in office at the date the
Directors' Report is approved:
-- so far as the Director is aware, there is no relevant audit
information of which the Group and parent company's auditors are
unaware; and
-- they have taken all the steps that they ought to have taken
as a director in order to make themselves aware of any relevant
audit information and to establish that the Group and parent
company's auditors are aware of that information.
The Directors' statements were approved by the Board on 9 May
2019 and signed on its behalf by:
Mark Briffa
Chief Executive Officer
Joanne Estell
Chief Financial Officer
9 May 2019
Principal risks & uncertainties
Category Risk description Impact Controls/processes Strategy
to mitigate impact
Operational Recruitment Inability Annual performance Customers
and retention to management reviews Developing
Increased The challenge attract key using best practice and retaining
of attracting talent, processes. our people
new talent restricting Remuneration Growing
and retaining the packages evaluated organically
existing key Group's ability regularly against Broadening
staff who to market trends. our offer
have in-depth grow revenue Investment to
knowledge and build a
of the deliver on learning organisation
business and growth with a focus on
industry. strategy. culture,
Our people Inability reward and recognition.
are our competitive to retain Implementation
advantage key individuals of the
especially leading to right HR infrastructure.
around sector a loss of Talent and succession
knowledge, earnings and plan reviews.
key customer key customer/supplier Owner: Craig Pattison,
relationships contacts. Group HR Director
and technical The loss
expertise of key
in the personnel
aviation industry. following
acquisitions
may
impact performance
and value.
----------------------- ----------------------- ---------------------------- ---------------
Environment Changing market Limited visibility We measure customer Customers
and market environment of future concentration and Maintaining
Forward visibility bookings may ensure we have brand value
No change of air result in a well-diversified
charter bookings a cost structure client base across
is often measured that does governments and
in days or not align non-governmental
weeks with market organisations,
rather than conditions. commercial enterprises
months and and individuals,
can as well
be materially as across geographic
impacted by regions. This allows
changes in for
financial some 'smoothing'
markets, political when
instability there are seasonal
and natural or
events affecting sectorial changes
the movement in
of people demand.
or cargo from Air Partner actively
one country seeks to grow the
to another. forward visibility
of its
earnings by investing
in
the growth of its
Consulting & Training
division. This
will help
smooth the inevitable
peaks and troughs
in
the Charter division.
We continue to
focus
on overheads relative
to our revenues
and take corrective
action where necessary.
Owner: Kevin
Macnaughton,
MD Charter
----------------------- ----------------------- ---------------------------- ---------------
Environment Market disruption The Group's Invest in our Customers
and market The challenge ability to Customer Growing
of retaining maintain and First programme organically
No change and expanding grow revenue to drive customer
customers could be adversely loyalty and improve
in a highly affected. retention.
competitive Continue to invest
environment in
with low barriers the roll-out of
to entry (in a new CRM/booking
Charter). tool to
The risk improve the customer
of falling experience relative
behind to
competitors peers.
in product Continually review
development, technology innovations
technology in the sector and
innovation, assess
standards appropriateness
of to Air
service or Partner.
cost Actively seek
effectiveness. feedback
and undertake client
surveys to ensure
we
remain responsive
to
client demands
relative
to competitors.
Actively promote
the
Air Partner brand
through promotion
campaigns and our
dedicated Marketing
division.
Owner: Kevin
Macnaughton,
MD Charter
----------------------- ----------------------- ---------------------------- ---------------
Operational IT systems Breach of The Group uses Customers
and confidentiality modern IT systems Maintaining
Increased cybersecurity and attack and brand value
Cyber attacks on the ensures that they
seeking to Company's are
compromise assets well maintained
the affecting and
confidentiality, customer upgraded to mitigate
integrity service, financial the risk of failure.
and performance The latest network
availability and and
of IT systems reputation. security protocols
and the data Systems failure are
held on them could result deployed to protect
are an increasing in against attack
risk. business or loss
interruption of data.
and The Group has
lost revenue. business continuity
plans for each
of our office
locations. Our
business
resilience is underpinned
by our technology
and
geographical spread,
which allow our
business
to be operated
and
maintained from
any of our locations.
In case of an
outage,
external contingency
arrangements are
tested
on a regular basis.
The Group has
purchased specific
cyber insurance
to mitigate the
impact of
any cyber-related
losses.
Owner: Lee Pyle,
Head of IT
----------------------- ----------------------- ---------------------------- ---------------
Strategic Acquisitions Poor acquisitions Detailed due diligence Broadening
and integration lead directly undertaken with our offer
Increased Our strategy to appropriately skilled Maintaining
is predicated financial personnel, supported brand value
primarily damage internally and
on organic and indirectly externally
growth. to a as required.
However, acquisitions loss in shareholder Negotiate appropriate
are confidence. representations
key to our Financial and warranties
growth strategy. performance commensurate with
Acquisitions suffers from target's size and
are both a goodwill or risk profile.
risk and an other Detailed integration
opportunity. impairment plans drawn up
We may invest charges. with key accountabilities.
funds and Newly acquired Post-acquisition
resources businesses reviews conducted
in acquisitions deliver less to
which fail value or require capture key learnings
to deliver more investment for future acquisitions.
on expectations than anticipated. Owner: Mark Briffa,
due to incorrect CEO
due diligence
or poor execution
post
acquisition.
This risk
has increased
over recent
years
as we actively
explore a
diversification
strategy in
aviation services.
----------------------- ----------------------- ---------------------------- ---------------
Compliance Regulatory Non- compliance The Group has Customers
and internal environment, with regulations dedicated legal Developing
controls ethics and could result resources and retaining
compliance in loss of supplemented by our people
Increased The challenge customers external support Maintaining
of operating or damage arrangements to brand value
in multiple to the ensure the management
jurisdictions Group's brand. team fully understands
subject to Ethics or current and future
many different compliance legal and regulatory
and evolving breach causes risk.
laws and harm to our The compliance
regulations, reputation, aspect
including financial of the Group is
tax and civil performance a regular agenda
aviation authority and customer item at both the
requirements. relationships Board and Audit
We have c.350 and and Risk
employees our ability Committee.
in a number to attract During the year,
of countries. and retain actions were taken
Individuals talent. toward meeting
may not all the requirements
behave in of the new GDPR
accordance which came into
with force on 25 May
the Company's 2018.
values and Owner: Judith Banks,
ethical standards. General Counsel
We operate and
in markets Company Secretary
requiring
strict adherence
to laws such
as:
bribery and
corruption;
international
trade laws;
and
General Data
Protection
Regulation
(GDPR).
----------------------- ----------------------- ---------------------------- ---------------
Contractual Suppliers Failure of We have an approved Customers
and and operators aircraft or list of aircraft Maintaining
counterparty Reliance operator chartered that we brand value
on third parties by Air Partner. charter on behalf
No change for Loss of customers of our clients,
delivery of and revenues. ensuring that the
services to Loss of earnings best and most appropriate
end and cash impact. aircraft is used.
clients. Air Partner's
Operator approved
compliance list is continually
with screened, assessed
Relevant regulations. and
Financial benchmarked to
exposure if ensure
clients every aircraft
fail to pay meets all
for Charter our stringent tests,
services after as
Air Partner well as all third-party
has paid the requirements and
operators independent assessments.
in The Group constantly
advance of monitors defaults
flight take-off, of
which is custom customers and other
and practice counterparties
in the industry. and
incorporates this
information into
its credit risk
controls.
It is the Group's
policy
that all counterparties
which wish to trade
on
credit terms are
subject
to an external
credit
verification process
before and during
business relationship.
Where appropriate,
we also aim to
use third-party
bank guarantees
instead of cash
deposits.
Owner: Kevin
Macnaughton,
MD Charter
----------------------- ----------------------- ---------------------------- ---------------
Financial Financial Loss of earnings. The Group's policy Customers
Performance transactions on Maintaining
There is foreign currency brand value
No change a foreign risk is
exchange not to enter into
risk as we forward contracts
buy and sell until a firm contract
goods and has been signed.
services in Furthermore, Air
currencies Partner considers
other than using derivatives
Sterling. where
Movements appropriate to
in hedge
exchange rates its exposure to
can affect fluctuations in
these, particularly foreign
the exchange rates.
US Dollar The
and Euro rates. purpose is to manage
There is the currency risks
a liquidity arising from the
risk in Group's operations.
paying operators The Group aims
before a flight to
occurs or mitigate liquidity
before risk
payment is by, where possible,
received from making payments
the client. to
operators only
once
payment from the
client has been
received.
Owner: Joanne Estell,
CFO
----------------------- ----------------------- ---------------------------- ---------------
Compliance Effective Loss of earnings. Our Risk Management Maintaining
and internal control Brand reputation Framework is overseen brand value
controls environment and trust. by the Audit and
Ensuring Risk
No change appropriate Committee; refer
and to page 36 of the
effective Annual Report to
controls and understand our
risk management process.
frameworks The key learnings
are embedded from
in our changing the recent accounting
business. review are in the
process of being
adopted and we
are where we expected
to be at this stage.
Controls have been
tightened in a
number
of areas; refer
to page 29 of the
Annual Report.
Owner: Joanne Estell,
CFO
----------------------- ----------------------- ---------------------------- ---------------
Environment Brexit Financial Senior management Maintaining
and market There is loss. and brand value
uncertainty Business the Board regularly
No change of the outcome interruption. consider the potential
and impact of the UK's
implications withdrawal from
for both the the EU.
UK and aviation
market While the full
following implications
the UK's exit and consequences
from the EU will
(Brexit). not be understood
and
experienced for
some
time, the Group
continues
to regularly monitor
the
markets and economic
indicators in which
it trades and is
experienced
in implementing
appropriate mitigating
actions.
The Group has strong
relationships with
technical specialists
and
regularly liaises
with them
to ensure that
the Group
is well placed
to react to
legislative or
other changes that
occur
because of Brexit.
Owner: Kevin
Macnaughton,
MD Charter; Ian
Holder,
MD Baines Simmons
----------------------- ----------------------- ---------------------------- ---------------
Related party transactions
The Company had the following transactions with related parties
in the ordinary course of business during the year under
review.
2019 2018
Trading transactions GBP'000 GBP'000
Subsidiaries
--------- ---------
Sales to subsidiaries - -
--------- ---------
Purchases from subsidiaries - -
--------- ---------
Amounts owed by subsidiaries at period end 10,953 10,409
--------- ---------
Amounts owed to subsidiaries at period end (7,179) (3,993)
--------- ---------
Outstanding balances that relate to trading balances are placed
on inter-company accounts with no specific credit period.
2019 2018
Compensation of key management personnel (being GBP'000 GBP'000
the Executive Directors)
Short-term employee benefits 556 831
--------- ---------
Post-employment benefits 42 38
--------- ---------
598 869
--------- ---------
In addition to the above amounts, key management personnel who
were also shareholders received GBP29,865 of dividends in respect
of their shareholdings in the year ended 31 January 2019 (2018:
GBP14,454).
The Board of Directors' remuneration in accordance with Schedule
5 of the Accounting Regulations was as follows:
2019 2018
Aggregate Directors' remuneration GBP'000 GBP'000
Emoluments 1,196 1,004
--------- ---------
Company contributions to money purchase pension
contributions 42 38
--------- ---------
1,238 1,042
--------- ---------
Three Directors (2018: two Directors) were members of money
purchase pension schemes during the year.
Further information about the remuneration of individual
Directors is provided in the audited part of the Directors'
Remuneration Report on pages 71 to 77 of the Annual Report.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCCKQDKDBKDAPD
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