You are on page 1of 11

Aeolos S.A.

Unaudited semi – annual accounts for the

period ended September 30, 2010

9B, Boulevard Prince Henri

L-1724 Luxembourg
R.C Luxembourg B84686


- Directors’ report 3-4

- Balance sheet 5

- Profit and loss account 6

- Notes to the accounts 7-10

Directors’ Report

Dear Shareholders,

The Board of Directors is pleased to present the semi-annual accounts of Aeolos S.A. (the
“Company”) for the period ended September 30, 2010.
Financial highlights

30.09.2010 31.03.2010
Total assets 276,844,390 240,003,289

Notes issued and outstanding 224,351,808 224,351,808

Net profit/(loss) for the financial year NIL NIL

The Company and its principal risks

The Company was incorporated on November 26, 2001 under the Luxembourg Law with the
application of the Companies Act 1915.
The Company has been established for the purpose of receivables securitisation (within the
meaning of the law of 1915). The Company has purchased the receivables arising from the
European Organisation for the Safety and Air Navigation of the Hellenic Republic (Eurocontrol).
As at September 30, 2010 the total amount of receivables held in portfolio was of
EUR 222.292.703 (31.03.2010 EUR 222,171,384).

The principal risk to the Company is the reliance on a sole counterparty (a European Union

Business development – 2010-2011

For the period from March 31 to September 30, 2010, a total amount of EUR 40,868,618 was
received on the receivables (31.03.2010 EUR 117,286,738).

For the financial year ending March 31, 2011 the continuance of the existing programme is
foreseen without any significant change.

Aeolos S.A.
Balance Sheet
as at September 30, 2010
(expressed in EUR)

ASSETS Notes 31.09.2010 31.03.2010

Underwriting expenses and commission 4 2,059,105 2,180,424

Fixed assets
Financial assets 3.4, 5 222,292,703 222,171,384

Current assets
Other debtors 32,061,277 15,493,386
Cash at bank 20,431,305 151,016

Prepaid expenses - 7,079

276,844,390 240,003,289


Subscribed capital 5 125,000 125,000

Provision for liabilities and charges

Provision for taxation 6 18,822 18,822
Other provision 3.4 52,348,760 15,482,001


Other creditors becoming due and payable

within one year - 25,658
Notes issued becoming due and payable within
one year 8 20,279,546 20,279,546
Notes issued becoming due and payable after
more than one year 8 204,072,262 204,072,262
276,844,390 240,003,289

The accompanying notes form an integral part of the semi-annual accounts.

Aeolos S.A.
Profit and Loss Account
for the period from April 1 to September 30, 2010
(expressed in EUR)

01.04- 01.04.2009-
Notes 30.09.2010 31.03.2010


Value adjustment in respect of

underwriting expenses and commission 4 121,319 241,975

Performance fees 3.4 51,082,643 83,027,824

Other operating charges 13,132 33,936

Interest payable and similar charges 8 7,422,388 17,114,920

Tax on profit 9 - 18,822

58,639,482 100,437,477


Income from Eurocontrol 3.4 57,555,697 97,026,333

Interest receivable and similar income 1,077,730 3,409,391

Other income 6,055 1,753-

58,639,482 100,437,477

The accompanying notes form an integral part of the semi- annual accounts.

Aeolos S.A.
Notes to the semi-annual accounts
for the period ended September 30, 2010

1 General
Aeolos S.A. (the “Company”) is a Luxembourg limited liability company (“Société Anonyme”)
incorporated on November 26, 2001.
The Company is established for an unlimited period of time.
The registered office of the Company is established in 9B, boulevard Prince Henri, L-1724
Luxembourg and it is registered with the Luxembourg Register of Commerce under number
B84686. The financial year of the Company begins on April 1 and ends on March 31.
The corporate object of the Company is the holding of participations directly or indirectly, in any
form whatsoever, in Luxembourg and foreign companies, the acquisition by purchase,
subscription, or in any other manner, securitisation or repackaging, as well as the transfer by sale,
exchange or otherwise, of stock bonds, debentures, notes and other securities of any kind, and the
ownership, administration, development and management of its portfolio. The Company may
also hold interests in partnerships. As the Company does not have any participations, it does not
prepare consolidated annual accounts.

2 Going concern
As disclosed in note 5 , the Hellenic Republic sold and transferred to the Company against
payment of the purchase price, all of the Hellenic Republics’ rights to the Eurocontrol
Receivables other than the Excluded Receivables , as per terms of the Receivables Purchase
Agreement. During 2009, it emerged that the Greek government is experiencing a debt crisis
leading to significant speculation over the future of the Greek economy. The Greek government
has since accessed financing through a financial package provided by the European Union
(“EU”) and the International Monetary Fund (“IMF”). On its part, the Greek government
announced a series of austerity measures which were met with public protests. Credit-rating
agencies have moved to downgrade Greece’s sovereign rating to junk status indication a greater,
albeit, low risk of default.

The Greek government have indicated that they intend to honour the Receivables Purchase
Agreement. However, a further deterioration in the state of the Greek economy could have an
indirect or direct impact on the Company as the amounts and timing of receipts of Purchased
Receivables are uncertain and there can be no assurance that receipts of Purchased Receivables
will be sufficient to enable the Company to meet its liabilities. In the event of such a shortfall and
failure by the Hellenic Republic to fulfil its undertaking to pay the shortfall amount, the
Company could default on the repayment of the notes. This condition, along with other matters
described here, indicate the existence of a material uncertainty which may cast significant doubt
on the Company’s ability to continue as a going concern.

Aeolos S.A.
Notes to the semi-annual accounts
for the period ended September 30, 2010

3 Significant Accounting Policies

3.1 Basis of presentation

The accounts are prepared in accordance with laws and regulations applicable to limited liability
companies as well as generally accepted accounting principles in the Grand Duchy of

3.2 Financial assets

The Company’s financial assets are stated at acquisition cost less any permanent diminution in
the value.

3.3 Foreign currency translation

Assets and liabilities expressed in a currency other than EUR are converted into EUR at the rate
of exchange ruling at the balance sheet date.

Income and charges in foreign currency are converted into EUR at the rate of exchange ruling on
the date of the transaction. Realised exchange gains and losses and unrealised exchange losses
are reflected in the profit and loss account.

3.4 Financial assets, income and performance fees

Amounts received from the European Organisation for the Safety of Air Navigation
(Eurocontrol) reduce the investment in the securitised receivables on the same basis as the
repayment of the notes issued. Cash received and receivable in excess of the required payment
level is accounted for as income.

The performance fees are calculated in accordance with the offering circular as an amount equal
to the available funds less amounts necessary to service the notes and certain expenses. The fees
are paid to the Hellenic Republic on a periodic basis, and are accounted for as an expense.

Eurocontrol is a regionally-oriented international organization, which aims to develop a

European-wide air traffic management system, and is comprised of 30 member states, including
the Hellenic Republic.

4 Underwriting expenses and commission

Underwriting expenses incurred with the issuance of the notes are amortized on a straight-line
basis over the life on the notes.

Aeolos S.A.
Notes to the semi-annual accounts
for the period ended September 30, 2010

5 Financial assets
The Hellenic Republic sold and transferred to Aeolos S.A. against payment of the purchase price
all of the Hellenic Republic’s rights to the Eurocontrol Receivables other than the Excluded
The Excluded Receivables is the aggregate of (a) one third (1/3) of the Eurocontrol Receivables
and (b) an amount equal to the product of EUR 9 and the Service Units. (Service Units is a
function of the distance of the flight and weight of the planes crossing the air space of the
Hellenic Republic).

The Eurocontrol Receivables are amounts receivable by the Hellenic Republic from Eurocontrol
pursuant to the Route Charges Agreement.

The purchase price for the rights to the existing and future rights are equal to the proceeds from
the issuance of the notes less expenses payable by the issuer in relation to the issuance and
placement of the notes and the execution of the transaction documents.

6 Subscribed capital
The subscribed capital of EUR 125,000 issued and fully paid, and is represented by 125
registered shares of EUR 1,000 each.

7 Legal reserve
Under Luxembourg law, the Company must appropriate at least 5% of its statutory net profit to a
non distributable legal reserve until the aggregate reserve reaches 10% of the subscribed share
capital. As the Company has no profit, no reserve has been established.

8 Notes issued
The notes, amounting to EUR 355,000,000, were issued on December 13, 2001 at an issue price
of 100% and are denominated in the form of EUR 1,000 each.
The notes are direct, secured and limited recourse obligations of the issuer and payable solely out
of the assets charged or pledged by the issuer to secure the notes.

As at September 30, 2010, the remaining amount of notes issued is of EUR 224,351,808.

The notes are partially redeemed annually with final redemption on March 31, 2019, and carry
interest at the six month EURIBOR plus 0.24% up to the Interest Payment date falling in
September 2011, and carry interest at the six month EURIBOR plus 0.48% thereafter.

Aeolos S.A.
Notes to the semi-annual accounts
for the period ended September 30, 2010
9 Taxation
The Company is subject to taxation in Luxembourg under specific provisions associated with its
business activities.

10 Swap Agreement
Aeolos S.A. entered into an interest rate swap agreement in December 2001, whereby its floating
rate obligations are swapped for fixed rate obligations on the Notes for the period
September 30, 2004 to March 31, 2012. The Company pays fixed interest at 5.411% per annum
to Morgan Stanley Capital Services Inc. and receives interest at a floating rate based on
EURIBOR (6 months). The payments are made on March 31 and September 30 of each year.

11 Guarantee from the Hellenic Republic

The Hellenic Republic unconditionally and irrevocably undertook a commitment to pay an
amount in Euro to enable payment of principal and interest on the notes in the case of a shortfall
in the available funds of Aeolos S.A.

12 Others
The Company did not make any advances and loans to members of the administrative,
managerial and supervisory bodies during the year.

The Company did not employ any personnel.