Peel Airports Directors' Report & Financial Statements (2011)

~--·--------~----------------------------------------------------

PEEL AIRPORTS LIMITED

DIRECTORS' REPORT & FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST MARCH 2011

COMPANY NUMBER 3385025

A07 30/09/2011 COMPANIES HOUSE

271


Contents

Directors, Professional Advisers and Registered Office

Report of the Directors

Statement of dtrectors' responstbihttes m respect of the Directors' report and the financial statements

Independent Auditors' Report

Group Profit and Loss Account

Group and Company Balance Sheets

Group Cash Flow Statement, Group Reconciliation of Cash Flow to Movement m Net Debt

Group Statement of Total Recogmsed Gams and Losses and Reconciliation of Movements m Group and Company Shareholders' Funds Notes to the Fmanctal Statements

Subsidiary Undertakmgs

2

3

8

9

11

12

13

14

15

35


Directors, Professional Advisers and Registered Office

Directors:

Secretary:

Regtslered Office

Regtstered Number.

Aud1tors:

Bankers:

Amtt Rll<hy George Casey Nevtlle Wetr Glenn McCoy Peter Hosker Steven Underwood Colm Campbell John Duthte-Jackson Cra~g Rtchmond

Elizabeth McDonald

Ltverpool John Lennon Atrport Ltverpool L24 lYD

3385025

KPMGLLP Chartered Accountants & Statutory Audttors Ltverpool Umted Kmgdom

Barclays Bank Plc HSH Nordbank AG

2


Report of the Directors for the year ended 31st March 2011

The d~rectors submtt their annual report together wtth the audtted financtal statements of the Group for the year ended 31st March 2011

Review of Bus mess, Development and Prospects

The prmctpal acttvtltes of the Group are the operation of three maJor regtonal atrports, property mvestment and property development

Rev1ew of Business, Development and Prospects On 21 June 2010, 65% of the share capttal of Peel Atrports Ltmtted, a substdtary of Peel Investments (PAH) Ltmtted, and tts substdtanes were acqu~red by YVR Atrports Servtces (UK) Ltmtted, a company mcorporated m the Umted Kmgdom, whose regtstered office ts at Eversheds House, 70 Great Bndgewater Street, Manchester M I 5ES From 21 June I 0 onwards, the ulttmate holdmg company of Peel Airports Ltmtted and tts substdtartes ts YVR Atrport Servtces Ltd (regtstered number 0778554 ), a company mcorporated m Canada, whose reg1stered office ts at Vancouver InternatiOnal A1rport, 3211 Grant McConach1e Way, Lmk Butldmg, Level 5, RJChmond, Bnttsh Columbta, Canada V7B I Y7 All compantes wtthm thts subgroup have recetved confirmatiOn from the new parent YVR Atrport Servtces, that they wtll be provtded wtth suffictent financtal support for a penod of at least 12 months from the date of stgntng Peel Atrports Ltmtted has recetved confirmatiOn from Peel Investments (PAH) Ltm1ted that tt w1ll also recetve support

Peel A1rports contmues to mvest m tts assets at 1ts three a1rpons m the Northern UK m ensurmg that there contmues to be adequate capactty to meet the growth and m domg so creatmg the platform for profitable returns for the future These three atrports are

Ltverpool John Lennon Atrport (LJLA)

Doncaster Sheffield Atrport (DSA)

Durham Tees Valley Atrport (DTV A)

Ltveroool John Lennon Atrport (LJLAl

For the financtal year I 0/11 passenger numbers totalled 5,012,348 compared to 5,091,502 passengers m the prevtous year, whtch represented a shght reductton of I 6%, despite the contmued slow economtc recovery, the tmpact of the ash cloud, the weakness ofthe pound agamst the euro, contmued taxatton of the mdustry and excepttonally harsh wmter weather and travel dtsrupttons caused by heavy snow and 1ce

The ash cloud resulted m the cancellatton of 602 departmg tltghts and the projected loss of 69,596 departmg passengers, resultmg m esttmated lost revenue of £629,000

The atrport made an operatmg profit (before tmpatrment losses) of £2 46m (2010 £1 05m), wtth earmngs before mterest, tax, deprectatton and arnorttsatton ("EBITDA") of £10 28m (2010 £4 95m) and contmued to mvest m tts assets and mfrastructure spendmg £I 0 5m m the year whtch compared to £11 Om m 20 I 0

Robm Hood Atrport Don caster Sheffield fDSAl

The financtal year ended 31st March 2011 IS the stxth financtal year m whtch the atrport has been operatiOnal Passenger traffic saw a growth from 804,236 to 888,717 passengers an mcrease of I 0% year on year

Desptte the contmued slow economtc recovery, the weakness of the pound agamst the euro, contmued taxatiOn of the mdustry and excepttonally harsh wmter weather and travel dtsrupttons caused by heavy snow and tee, the earners servmg Doncaster Sheffield Atrport (DSA) have recorded a strong performance m the FY 2010/11

The world a1r fretght market contmued to be Impacted by the slow recovery of the world economy The atrport handled !52 tonnes of fretght m the year

3


Report of the Directors (contmued)

Review of Business, Development and Prospects (contznued)

Durham Tees Valley A1roort (DTV Al

The financ10l year ended 31st March 2011 saw the passenger traffic declme from a total of 280,195 passenger JOUrneys last year to a total of 250,703 passenger JOUrneys, a dechne of 11% year on year Th1s traffic dechne can mostly be attnbuted to economic uncertamty, slow recovery of the UK economy, exceptionally difficult wmter conditiOns m North England wh1ch resulted m a number of tltght cancellatiOns and a reduced Ryanatr route network served from the atrport

The atrport contmues to operate, attract and retam charter earners such as Hohdays4U, Thomson, Balkan Holidays and Thomas Cook Destmat1ons served mclude Egypt, Mamland Spam, The Canary Islands, The Balear1cs, Bulgar1a and Turkey

KLM contmued With a strong perfonnance on the Amsterdam route The semce to Amsterdam hnks the reg1on to worldw1de destmattons by provtdmg frequent and convement connectiOns at tts hub auport Schtpol Amsterdam Atrport

Results and Fmanc1al Performance

The Group's results and financ10l position are set out m the profit and loss account and balance sheets on pages 11 and 12

As shown m the profit and loss account turnover for the year totalled £42 256m compared to £41 033m m the prev1ous year There was a Group operatmg loss of £2 834m compared to £113 552m m the prevwus year

Net habJIJtJes decreased by £29 002m from £59 683m at 31st March 20 I 0 to £30 681 m at 31st March 2011 Th1s decrease was predommantly as a result of the capttahsatton of mtercompany balances offset by the loss for the year

The net debt of the Group decreased from £226 222m at 31st March 20 I 0 to £196 731 m at 31st March 2011, resultmg mamly from the wa1ver of mter-company loans, partially offset by new external and shareholder fundmg

No diVIdend can be declared (2010 same)

Risks and Uncertamties

The UK avJatiOn market growth rate contmues to show a slowdown m the mtematlonal market and parttcularly m the domestic market sector Thts market trend ts a dtrect result of the current economtc climate, stgmficant reduction m dtsposable mcorne bemg ava•lable for travel and hohday spend

In addttton, the mdustry has been feehng contmued pressure from the Government for mcreased taxatiOn of the avtatton sector through Atr Passenger Duty (" APD") wh1ch mcreased between 140% and 325% smce 2007

In March 2011, the Government announced 1ts deCISion to temporanly freeze the level of av!OIJon taxation m 2011 With a v1ew of further tax mcrease's planned for the next financial penod

The cost of secunty proviSIOn, ar1smg from the need to protect our national atr borders, contmues to mcrease It should be h1ghhgbted that the cost resultmg from havmg these more stnngent secunty measures mamtamed at our atrports cannot m all cases be recovered from atrl mes or passengers

Contmued taxatiOn of the mdustry IS a disadvantage when competmg for busmess With competitor a1rports m the rest of the EU (With the exceptiOn oflreland) where Similar taxatiOn IS absent

4

-------- --



Other nsks and uncertamtaes:

o Double taxation from January 2012 (combmed cost of APD and EU Em1ss1on Tradmg Scheme- ETS)

• Growmg cost pressure on the mdustry (economic regulatiOn, airport pohcmg and secunty costs)

• Contmued uncompetltiveness of UK avJattOn market vis-a vts European competitors

o Slow recovery of the UK economy and exposure to the weak currency exchange rate agamst Euro and US Dollar

• Volatile avmt10n fuel pnces leadmg to unstable market condttaons and nsmg auhne costs

o The Group's pnnc1pal financial assets are bank balances, trade and other receivables The Group's cred1t nsk IS pnmanly attnbuted to tts trade receivables The amounts presented m the balance sheet are net of allowances for doubtful receivables The Group has no stgmficant concentration of credtt nsk, with exposure spread over a large number of counterparties and customers

• In order to mamtam hqUidtty to ensure that suffic1ent funds are avatlable for ongomg operations and future developments, the company uses a mixture of long·tenn and short·tenn debt finance

Peel Airports L1m1ted contmue to take an active part m Government consultatiOns on UK aviation regulatory and aviatiOn pohcy matters thus ensunng the Group contmues to be well pos1t10ned m the domestiC and mternat10nal market whtlst at the same t1me protectmg tts strategic mterest and ensurmg contmued growth

Gomg Concern

After makmg enqUires and receiVIng confirmation of contmued financial support from the company's shareholders YVR A1rport Serv1ces (UK) L1m1ted and Peel Investments (PAH) L1m1ted, the d~rectors have a reasonable expectation that the company has adequate resources to contmue m operatwnal eXIstence for the foreseeable future and therefore they contmue to adopt the gomg concern bas1s m preparmg the financial statements Further detail ts gtven m note I to the accounts

A1rport Economic Regulations

The company IS subject to econom1c regulatwns under the A1rports Act 1986 wh1ch reqUire the A1rport to hold permiSSIOn from the CIVIl Av1at1on Authonty to levy 01rport charges

Directors

Except as stated, the d~rectors who held office durmg the financial year and thereafter were

John Whlttaker Paul Wamscott Peter Hosker Peter Nears Mark Wh1tworth Ne1l Lees Steven Underwood Ami! R1khy George Casey Nev1lle We1r Glenn McCoy Calm Campbell John Duth1e-J ackson Cra~g Richmond

(res1gned 21 June 20 I 0) (res1gned 21 June 2010)

(res1gned 21 June 2010) (res1gned 21 June 2010) (res1gned 21 June 2010)

(appomted 21 June 2010) (appomted 21 June 2010) (appomted 21 June 2010) (appomted 21 June 2010) (appomted 17 November 2010) (appomted 17 November 2010) (appomted 20 Apnl2011)

5



Employees

Our employment strategies are hnked to busmess needs and have been designed to dehver the growth and development of the Company and our people Our employment pohcies are designed to provide equal opportunities Irrespective of age, disabihty, ethmctty, gender, gender reassignment, mantal status and ctvtl partnership, natiOnality, pregnancy and matermty, race, rehgwn and behef and sexual onentation All employees, whether part-time or full-time, temporary or pennanent, are treated fatrly and equally We select employees for employment, promotion, trammg or other matters affectmg thetr employment on the basis of aptitude and abihty All employees are assisted and encouraged to develop to thetr full potential so that thetr combmed talents and resources of the team are fully utthsed to maxtmtse the effictency of the orgamsatton

Environment

The Group ts consciOus of the Impact of tts operations on the envtronment Necessary attentiOn IS gtven to envtronmental 1ssues parttcularly when developmg new proJects, refurbtshmg ex1stmg properties and on posstble acqutsttwns Design consultants are encouraged to promote good envtronmental performance With consideratiOn gtven to envtronmental nsk, energy consumptwn, the use of envtronmentally fnendly matenals and the av01dance of matenals hazardous to health

Payment Policy

In the absence of dispute, amounts due to trade and other supphers are settled as expeditiously as possible with m thetr terms of payment The Company had no trade creditors at the year end (2011 same)

EnVIronment

The Group IS conscious of the Impact of Its operauons on the environment Necessary attentiOn IS given to environmental Issues particularly when developmg new proJeCts, refurb1shmg ex1stmg properties and on poss1ble acquJSJhons Design consultants are encouraged to promote good environmental performance With constderatlon g1ven to environmental nsk, energy consumption, the use of envuonmentally fnendly matenals and the av01dance of matenals hazardous to health

6



Auditors and the d1sclosure of m formation to the aud1tors

Each of the persons who 1s a director at the date of approval of thiS repon confirms that

(a) so far as the directors are aware, there IS no relevant audtt mformatiOD ofwh1ch the company's audators are unaware, and

(b) they have taken all the steps that they ought to have taken as directors m order to make themselves aware of any relevant audit mformat10n and to establish that the company's auditors are aware of that mformatmn

Th1s confirmatiOn IS g1ven and should be mterpreted m accordance w1th the proVISions of s418 of the Companies Act 2006

On 17 December 20 I 0 Delmtte LLP resigned as auditors and the Company appomted KPMG LLP as auditors

Pursuant to Section 487 of the Compames Act 2006, the auditors Will be deemed to be reappomted and KPMG LLP w1ll therefore contmue m office

On behalf of the Board

Elizabeth McDonald

Secretary

7


STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE DIRECTORS' REPORT AND THE FINANCIAL STATEMENTS

The directors are responSible for prepanng the Annual Reportand the financial statements m accordance w1th applicable law and regulations

Company law reqmres the directors to prepare financml statements for each financial year Under that law they have elected to prepare the group and parent company financial statements m accordance w1th UK Accountmg Standards and apphcable law (UK Generally Accepted Accountmg Practice)

Under company law the directors must not approve the financial statements unless they are satiSfied that they giVe a true and fair v1ew of the state of affairs of the group and parent company and of their profit or loss for that penod In preparmg each of the group and parent company financial statements, the dtrectors are required to

select SUitable accountmg pohc1es and then apply them conSistently, make Judgements and estimates that are reasonable and prudent, state whether applicable UK Accountmg Standards have been followed, subject to any matenal departures diSclosed and explamed m the financial statements, prepare the financtal statements on the gomg concern basts unless tt IS mappropnate to presume that the group and the parent company wtll contmue m bus mess

The directors are responSible for keepmg adequate accountmg records that are sufficient to show and explam the parent company's transactions and diSclose w1th reasonable accuracy at any time the financial poSition of the parent company and enable them to

ensure that Its financial statements comply w1th the Compames Act 2006 They have general responSibility for takmg such steps as are reasonably open to them to safeguard the assets of the group and to prevent and detect fraud and other megularltles

8

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PEEL AIRPORTS LIMITED

We have aud1ted the financial statements of Peel Airports L1m1ted for the year ended 31st March 2011 set out on pages 11 to 35 The financial reportmg framework that has been apphed m the1r preparation IS applicable law and UK Accountmg Standards (UK

Generally Accepted Accountmg Pract1ce)

Th1s report IS made solely to the company's members, as a body, m accordance With Chapter 3 of Part 16 ofthe Compames Act 2006 Our aud1t work has been undertaken so that we m1ght state to the company's members those matters we are reqUired to state

to them m an aud1tor's report and for no other purpose To the fullest extent permitted by law, we do not accept or assume

respons1b1hty to anyone other than the company and the company's members, as a body, for our aud1t work, for th1s report, or for the opm10ns we have formed

Respect1ve respons1bihttes of dtrectors and auditor

As explamed more fully m the Directors' Respons1b1ht1es Statement set out on page 8, the d~rectors are responsible for the preparation of the financ1al statements and for bemg satisfied that they gtve a true and fa1r v1ew Our responsJb1hty ts to aud1t, and express an opmaon on, the financial statements m accordance wtth applicable law and InternatiOnal Standards on Aud1tmg (UK and Ireland) Those standards reqUire us to comply w1th the Aud1tmg Practices Board's (APB's) Eth1cal Standards for Aud1tors

Scope of the aud1t ofthe financ1al statements

A descnpt10n of the scope of an aud1t offinanc1al statements IS prov1ded on the APB's webs1te at www frc org uk/apb/scope/pnvate cfm

Opinion on financial statements

In our optmon the financtal statements

• g1ve a true and fa1r v1ew of the state ofthe group's and of the parent company's affa1rs as at 31st March 2011 and of the group's loss for the year then ended,

• have been properly prepared m accordance w1th UK Generally Accepted Accountmg Pract1ce, and

• have been prepared m accordance w1th the reqmrements of the Compames Act 2006

Opm10n on other matter prescribed by the Companies Act 2006

In our opm1on the mformatwn g1ven m the Directors' Report for the financial year for wh1ch the financial statements are prepared ts consistent w1th the financtal statements

9


INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PEEL AIRPORTS LIMITED (contmued)

Matters on which we are requ1red to report by exception

We have nothmg to report m respect of the followmg matters where the Compames Act 2006 reqUires us to report to you 1f, m our opmton

• adequate accountmg records have not been kept by the parent company, or returns adequate for our aud1t have not been recetved from branches not vtstted by us, or

• the parent company financial statements are not m agreement wtth the accountmg records and returns, or

• certam disclosures of dtrectors' remuneration spectfied by law are not made, or

• we have not recetved all the mformatton and explanations we requtre for our audtt

EW Baker (Semor Statutory Auditor) for and on behalf of KPMG LLP, Statutory Aud1tor Chartered Auountants 8 Prmces Parade L1verpool L3 IQH

10


Group Profit and Loss Account for the year ended 31st March 2011

Note 31st March 2011

Turnover Cost of Sales

Gross Profit Fixed asset tmpamnent Other admamstrat1ve expenses

Total admJnJstrattve expenses Group operatmg loss Share of operatmg loss m assoCiate Profit on d1sposal of subs1d1anes Loss profit on d1sposal of fixed assets Loss on ordinary actiVIties before interest and taxatiOn Other mterest receivable and Similar mcome Interest payable and s1m1lar charges Other finance mcome/(expendJture)

Loss on ordmary actiVIties before taxation Tax on loss on ordmary activities

Loss on ordmary actJvltJes after taxation

Mmonty tnterests

Loss for the financ1al year

2

13 13

3 3 4 5 6

7

21

20

There 1s no matenal difference between the results as reported and on a h1stoncal cost bas1s

Movements m reserves are shown m note 20

The accompanymg notes form an mtegral part ofthese financtal statements

All results are denved from contmumg operations

11

£000

42,256

(25,276)

16,980

(360) ( 19,454)

(19,814)

(2,834)

2 73

(454)

(3,213) 18

(14,342) 382

(17, 155) (5,802)

(22,957)

412

(22,545)

31st March 2010 £000

41,033 (28,452)

12,581

(102,116 (24,017

(126,133)

(113,552)

(764)

(114,316) 12

(10,045) (49)

(124,398) 9,182

(115,216)

9,093

(106,123)


Balance Sheets as at 31st March 2011

Holdmg Holding Group Group Company Company

(Restated -Note I

2011 2010 2011 2010

Note £'000 £'000 £'000 £'000

Fixed assets lntang1ble assets

Goodwill 10 I, 141 1,253

Tang1ble assets Investment properties 11 20,615 22,357

Other fixed assets 12 179,113 173,454

Investments 13 274 34,891 44,208

201,143 197,064 34,891 44,208

Current assets Stocks 14 155 485 Debtors (group debtors mclude amounts due after more than one year of ml (20 10 £5, Ill ,000)) 15 8,407 16,686 56,573 16,909

Cash at bank and m hand 4,519 2,019 100

13,081 19,190 56,673 16,909

Cred1tors (amounts fallmg due w1thm one year) 16 (51,493) (243, 189) (187) (119,304)

Net current (habihhes)/assets (38,412) (223,999) 56,486 (102,395)

Total assets less current hab1lit1es 162,731 (26,935) 91,377 (58,187) Cred1tors (amounts falhng due after more than one year) 17 (193,586) (30,628) (92,879)

Net assets excludmg pension asset/(hab1hty) (30,855) (57,563) (1,502) (58,187) PensiOn asset/(hab1hty) 22 174 (2,120)

Net assets includmg pensiOn asset/(habdity) (30,681) (59,683) (1,502) (58,187)

Capital and reserves Called-up share cap1tal 19 70,761 70,761 70,761 70,761 Revaluation reserve 20 1,293 1,854 Other reserve 20 1,972 Profit and loss account 20 (94,418) ( 126,227) (72,263) (128,948)

(22,364) (51,640) (1,502) (58,187) EqUity mmonty mterests 21 (8,317) (8,043) Equity (30,681) (59,683) (1,502) (58,187)

directors on :2o J~t., ~I\

Director

Company Reg1stratwn No: 3385025

The accompanymg notes fonn an mtegral part of these financl31 statements

12


Group Cash Flow Statement for the year ended 31st March 2011

Note 31st March 2011

Cash m flow from operatmg actiVIties 23(a)

Returns on m vestments and servacmg of finance 23(b)

Capatal expendature and financml mvestment 23(c)

Cash outflow before management of liquid resources and financing Fmancmg 23(d)

D1sposals 23(e)

Increase in cash m the year

Group Reconciliation of Cash Flow to Movement in Net Debt for the year ended 31st March 2011

£'000 5,247

(7,559) (10,709)

(13,021) 17,157

(115)

4,021

Note 31st March 2011 £'000

Movement m cash m the year 23(1) 2,500 Movement m overdrafts 23(1) 1,521 Net movement m debt due w1thm one year 23(1) 189,187 Net movement m debt due after more than one year 23(1) (163,717) Change ID net debt ID the year 29,491 Net debt at 31st March 2010/31st March 2009 (226,222) Net debt at 31st March 2011/31st March 2010 23(1) (196,731)

The accompanymg notes form an mtegral part of these financial statements

13

31st March 2010

£'000 4,958

(7,180) (11,133)

(13,355) 16,489

3,134

31st March 2010 £'000 1,681 1,453

(16,588) 442

(13,012)

(213,210)

(226,222)


Group Statement of Total Recognised Gains and Losses for the year ended 31st March 2011

Loss for the financial year

Other recogmsed gams and losses Realised durmg the year on disposal of subsidiary undertakmg Capttal contnbut10n ( watver of mtercompany loan wtth Peel Investments (PAH) Limited)

Actuanal gam/(loss) relatmg to the pension fund

Total recogmsed net gams and losses for the financial year

Note

20

20

31st March 2011 £'000

(22,545)

(105)

51,510 416

51,821

29,276

Reconciliation of Movements in Group Shareholders' Funds for the year ended 31st March 2011

Loss for the financial year Other recogmsed gams and losses for the financial year

Net mcrease/(decrease) m shareholders' funds

Shareholders' (deficit)lfund at 1st April 201011st Apnl2009

Shareholders' deficit at 31st March 2011131st March 2010

31st March 2011 £'000

(22,545) 51,821

29,276

(51,640)

(22,364)

Reconciliation of Movements in Company Shareholders' Funds for the year ended 31st March 2011

Profit/(loss) for the financial year

Other recognised gams and losses for the financial year

Net mcrease I (decrease) in shareholders' funds

Shareholders' (deficit) I funds (ongmally £50,563,000 before prior year adJustment of £1 08,750,000)

Shareholders' deficit at 31st March 2011131st March 2010

The accompanymg notes fonn an mtegral part ofthese financial statements

14

31st March 2011

£'000

5,175 51,510

56,685

(58, 187)

(I ,502)

31st March 2010 £'000

(106,123)

(801) (801)

(106,924)

31st March 2010 £'000

(106,123) (801)

(106,924)

55,284

(51 ,640)

31st March 2010 (Restated- note I)

£'000

(111,129)

(111,129)

52,942

(58,187)


Notes to the Financial Statements

1. Accounting Policies

The pnnc1pal accountmg pollc1es are summariSed below The pollc1es have been applied consiStently throughout the year and the precedmg year

Basis of preparation

The financial statements have been prepared on the gomg concern bas1s under the h1stoncal cost convent1on as mod1fied to mclude the revaluatiOn of fixed asset mvestment propert1es and m accordance wnh applicable Umted Kmgdom law and accountmg standards

Gomg Concern

The financial statements have been prepared on the gomg concern bas1s wh1ch the Directors believe to be appropnate for the followmg reasons The D~rectors have rece1ved confirmation that shareholders YVR A1rport Serv1ces (UK) L1m1ted and Peel Investments (PAH) L1m1ted, w1ll contmue to prov1de the necessary level of support to enable 11 to contmue to operate for at least 12 months from the date of these financial statements Takmg th1s mto account the Darectors have a reasonable expectation that the group and parent company has adequate resources to contmue m operational existence for the foreseeable future by meetmg 1ts llab11111es as they fall due for payment As w1th any company placmg reliance on other group entitles for financ~al support, the D~rectors acknowledge that there can be no certamty that th1s support will contmue although, at the date of approval of these financial statements, they have no reason to believe that It will not do so

Based on th1s undertakmg the d~rectors believe that 11 remams appropnate to prepare the financial statements on a gomg concern baSIS The financ~al statements do not mclude any adjustments that would result from the bas1s of preparatiOn bemg mappropnate

Basis of consolidation

The Group financ~al statements consolidate the financ~al statements of the Company and 1ts subs1d1ary undertakmgs made up to 31st March each year Th1s 1s the first year the company has prepared consolidated financial statements

All subs1d1anes are consolidated under acqmslllon accountmg pnnc1ples Results of subSidiary undertakmgs acqmred or diSposed of durmg the year are mcluded from the date of acquiSitiOn or to the date of diSposal to the extent of group ownersh1p

lntra·group turnover and profits are ellmmated on consolidation

As permitted by SectiOn 408 of the Companies Act 2006, a separate profit and loss account for the holdmg company IS not presented (2011 profit of £5,175,000, 2010 loss of £Ill, 129,000- as restated)

AcquisitiOns and Dtsposals

Goodwill ansmg on the acqmsJtJon of substdial)' undertakmgs, representmg any excess of the fa1r value of the cons1deratwn giVen over the fa1r value of the •denufiable assets and llab1lllles acqu~red, IS capitalised as an mtang1ble asset and wntten off to the profit and loss account on a stra1ght hne basts over Its useful economic hfe, up to a maxtmum oftwenty years Provtsaon ts made for any tmpa1rment

15


Notes to the Financial Statements (contmued)

1. Accountmg Pohc1es (contmued)

Investment Properties

Investment properties are 10cluded 10 the balance sheet at the1r open market value and, 10 accordance w1th Statement of Standard Account10g Pract1ce No 19, are not deprecl8ted or amortiSed unless they relate to properties w1th an unexp~red hfe of20 years or less This departure from the requ1rements of the statutory accountmg pohc1es 1s necessary for the financial statements to gtve a true and fa1r v1ew 10 accordance w1th applicable Umted K10gdom account10g standards Depreciation IS only one of many factors reflected 10 the valuation and the amount wh1ch m1ght otherwiSe have been shown cannot be separately 1dent1fied or quant1fied

Surpluses or deficits arJSIOg from revaluation are transferred to the unreahsed revaluat1on reserve, except that a deficit wh1ch IS

expected to be permanent and wh1ch IS 10 excess of any prev10usly recogmsed surplus over cost relat10g to the same property, or the reversal of such a defic1t, IS charged (or cred1ted) to the profit and loss account Reahsed revaluation surpluses represent10g the d1fference between hJStoncal cost and the asset's carry10g value are reclasSified by way of a transfer to profit and loss account reserve m the year m which the property dtsposal occurs

PropertieS 10 the course of development or practically completed but not substant181ly let are 10cluded 10 the balance sheet at cost subject to provisions tf the duectors consider It prudent havmg regard to the prevailing market conditions Cost me lodes mterest and d1rectly attnbutable overheads wh1lst the property IS 10 the course of development

ReclasSificatwns between 10vestment properties, other fixed assets and stocks are made at the lower of net book value and net realisable value

Investment property sales are accounted for on the basiS of unconditional exchange

Other F1xed Assets

Other fixed assets are stated at cost less depreciatiOn DepreciatiOn IS prov1ded at rates calculated to wr1te off the cost, less esttmated residual value of each asset over Its expected useful hfe, as follows

Land Freehold BUJidmgs Runway, Car Park & Runway L1ght10g F1xed Plant F1xtures F1tt10gs & Tools & EqUipment Motor Veh1cles Assets In the Course of Construction

No DepreciatiOn I 0 to 50 years 5 to I 00 years 7 to 50 years 5to IOyears 5 to 20 years No DeprecJahon

Properties m the course of development or prachcally completed but not substantially let are mcluded m the balance sheet at cost subject to proviSions 1f the Directors cons1der 1t prudent havmg regard to the prevad10g market cond1hons Cost mcludes mterest and d1rectly artnbutable overheads whilst the property IS m the course of development

The carrymg amounts of the Company's assets are reviewed for Impairment when events or changes m circumstances md1cate that the canymg amount of the fixed asset may not be recoverable If any such IndicatiOn exists, the asset's recoverable amount 1s estimated

An 1mpa1rment loss IS recogn1sed whenever the carrymg amount of an asset or tts mcome-generatmg umt exceeds 1ts recoverable amount Impairment losses are recogmsed m the profit and loss account unless tt anses on a prevtously revalued fixed asset

The recoverable amount of fixed assets 1s the greater of theu net realisable value and value m use In assessmg value m use, the expected future cash flows are diScounted to their present value us10g a pre-tax diScount rate that reflects current market assessments of the rate of return expected on an equally nsky 10vestment For an asset that does not generate largely 10dependent mcome streams, the recoverable amount ts determmed for the mcome-generatmg umt to wh1ch the asset belongs

16

--------



1. Accountmg Pohctes (contmued)

FIXed Asset Investments

Ftxed asset mvestments m substdtary undertakmgs are stated at cost less proviston for tmpatrment Cost represents the aggregate cash constderauon, costs mcurred and etther the fatr or the nommal value of shares Issued

Prwr year adjustment

On 21 June 2010,65% of the share cap1tal of Peel A1rpons L1m1ted, was acqmred by YVR A1rpon Serv1ces (UK) L1m1ted As pan of the acqu1S1!1on a fa.r value exerc1se was performed by the D.rectors wh1ch md1cated that the fa.r values of the Group's assets was below theu net book values at that date Thts mdtcated the potenttal existence of 1mpatrment m the Company's mvestments m subsidlartes and amounts recetvable from subsidtanes at 31 March 20 I 0

The tmpatrment test camed out on the Company's mvestments m substdmry undertakmgs and Intercompany receivables balances when preparmg the financ.al statements for the year ended 31 March 20 I 0 d1d not take mto account the net asset poslllons of the subSidiary undenakmgs at 31 March 2010, or the most up to date tradmg forecasts of those compames Had thiS m formatiOn been taken mto account, an 1mpa~rment of £8,305,000 would have been recogniSed agamst the Company's mvestment m Durham Tees Valley A1rpon Limited m the pnor year, and proviSions agamst mtercompany receiVables of£18,737,000 and £81,708,000 would have been recogmsed agamst the loans receivable from Durham Tees Valley A1rpon Limited and Doncaster Sheffield A1rpon respectavely These amounts have been recogmsed by a restatement of comparatlves

Collectively, these adjustments have the effect ofmcreasmg the loss for the year ended 31st March 2010 and reducmg net assets at that date by £108,750,000 Wlthm the holdmg company

ThiS IS the first year m wh1ch the Company has prepared consolidated financ.al statements As a result no restatement IS reqUired to the consolidated results of the group

Stocks

Stocks are stated at the lower of cost, mcludmg attnbutable overheads and capatahsed mterest, to the Group or estimated net realisable value

Taxatmn

Corporation tax payable IS prov1ded on taxable profits at the current rate

Deferred tax IS recogmsed m respect of all t1mmg d1fferences that have ongmated but not reversed at the balance sheet date where transactions or events that result m an obhgataon to pay more tax m the future or a nght to pay less tax m the future have occurred at the balance sheet date T1mmg differences are d1fferences between the Group's taxable profits and 1ts results as stated m the financaal statements that arJse from the mcluston of gams and losses m tax assessments m penods dtfferent from those m whach they are recogmsed m the financtal statements

A net deferred tax asset IS regarded as recoverable and therefore recogmsed only when, on the baSis of all ava~lable ev1dence, 1! can be regarded as more likely than not that there w1ll be smtable taxable profits from wh1ch the future reversal of the underlymg t1mmg dtfferences can be deducted

Deferred tax IS not recogmsed when fixed assets are revalued unless by the balance sheet date there IS a bmdmg agreement to sell the revalued assets and the gam or loss expected to artse on sale has been recogmsed m the financial statements Deferred tax ts measured on a non-dtscounted basts

17



1. Accountmg PoliCies (contmued)

Related Party Dosclosures

The company has taken advantage of the exemption m paragraph J(c) of Fmane~al Reportmg Standard No 8 "Related Party Transactions" and has not diSclosed deta1ls of transactions w1th fellow wholly owned undertakmgs w1thm the Peel A1rports Ltmtted group of compames

Turnover

A1rport mcome represents the amounts receivable by the Group m respect offac1llhes and serv1ces prov1ded durmg each year, and ts recogmsed as the facthttes and serv1ces are prov1ded

Property rental mcome and the appropnate allocatiOn of rental premtums are accounted for on an accruals basts

Turnover excludes sales related taxes

Interest

Interest d1rectly attnbutable to both mvestment propert1es m the course of development and other fixed assets IS mcluded m the cost thereof Interest IS capitalised on a s1mple mterest bas1s Without allowmg for any tax rellefthereon

Pensmn Costs

The cost of the Group's money purchase pens1on arrangements are charged to the profit and loss account on the bas1s of contnbu!Ions payable m respect of the accountmg penod

The Group also operates defined benefit schemes, wh1ch requ1re contnbutwns to be made to separately admm1stered funds The scheme 1s a mult1-employer scheme and has been accounted for under the full reqUirements of FRS 17 "Rehrement Benefits" as the Group 1s able to 1dent1fy 1ts share of the underlymg assets and llab1ht1es m the scheme on a consistent and reasonable bas•s

Under FRS 17, defined benefit scheme assets are measured usmg market values PensiOn scheme hab1ht1es are measured usmg the proJected umt method and d1scounted at the current rate of return on a h•gh quality corporate bond of eqUivalent term and currency to the hab1hty Any mcrease m the present value ofllab1ht1es of the Group's defined benefit pens1on schemes expected to anse from employee servtce m the penod ts charged agamst operatmg profit The expected return on the schemes assets and the mcrease dunng the penod m the present value of the schemes habihties ansmg from the passage oft1me are mcluded m other finance mcome Actuanal gams and losses are recogmsed m the Statement of Total Recogn1sed Gams and Losses

The Group recognises an asset m respect of any surplus, bemg the excess of the value of the assets m the schemes over the present value of the schemes habihties, only to the extent that It ts able to recover the surplus, either through reduced contnbutwns m the future or from refunds from the schemes

Leased Assets

Assets acquired under finance leases are capitalised at a value eqmvalent to the cost mcurred by the lessor and depreciated over the1r expected useful economic hves Fmance charges thereon are charged to the profit and loss account m the penod m which they accrue The capital element of the future lease payments 1s reflected wtthm creditors

Expenditure on operatmg leases IS charged duectly to the profit and loss account

Government Grants

Government grants rece1ved m respect of cap1tal expenditure are cred1ted to a deferred mcome account and released to the profit and loss account over the useful econom1c hfe of the asset to wh1ch they relate

2. Turnover

The total turnover of the company for the year has been denved from 1ts pnnc1pal actiVIty wholly undertaken m the Umted Kmgdom

18

-----------



3. Notes to the profit and loss account

Loss on ordmary activities before mterest and taxatwn IS stated after chargmg/( creditmg)

DepreciatiOn on other fixed assets - owned assets DeprecJatton on other fixed assets - leased assets lmpamnent losses on revaluataonlwnte down of mvestment properties lmpamnent losses- other fixed assets (note I) Amortisation of goodwtll Loss on sale of other fixed assets Hire of plant and machmery under operatmg leases Amortisation of government grants Adjustment to past service cost on penSion (note 22)

Aud1tors ·remuneratiOn Audtt of these financ~al statements Audtt of financtal statements of subsidianes pursuant to legaslatton Other servtces related to taxatiOn Other servzces

4. Other Interest Rece1vable and Similar Income

Interest receivable and similar mcome On bank and other depoSits

5. Interest Payable and Similar Charges

Interest payable and Similar charges On bank loans and overdrafts On loan from group compames Fmance lease and other mterest

Less mterest capttahsed

6. Other finance income/( expenditure)

Other finance mcome Expected return on penswn scheme assets Interest on penston scheme habthttes

19

31st March 2011 £'000

4,756 314

360 112 454 164

(\ ,475) (1,993)

31st March 2011 £'000

18

31st March 2011 £'000

7,058 7,140

144 14,342

14 342

31st March 2011 £'000

1,490 (II108)

382

8 42 35 13

31st March 2010 £'000

8,081 314 725

101,391 112 764 123

(1,580)

1 39 45

31st March 2010 £'000

12

31st March 2010 £'000

6,960 3,697

232 10,889

844 10 045

31st March 2010 £'000

1,009 (1,058)

49



7. Tax on Loss on Ordmary Activities

Analysts of charge m the pertod

UK corporatton tax

AdJustments m respect of pnor years Group rehef

Total current tax credtt

Deferred tax Ongmat1on and reversal oft1mmg differences (note 18) Adjustments tn respect ofpnor years Deferred tax m respect of pensiOn

Total deferred tax Total tax charge/(cred1t) on loss on ordmary act1v1t1es

Factors affectmg the tax charge/credit for the year

31st March 2011 £'000

5,111

691

5,802

5,802

31st March 2010 £'000

(986)

(5,369)

(6,355)

(4,153) 1,326

(2,827)

(9,182)

The current tax charge for the penod 1s h1gher (2010 htgher) than the standard rate of corporation tax m the UK (28%, 2010 28%) The d1fferences are explamed below

Current tax reconciilatwn

Loss on ordmary acttvtties before taxation Current tax at 28% (2010 28%)

Effects of Capttal allowances m excess of deprectatJOn Other ttmmg dtfferences Shortfall of taxable profits over book profits on sale of m vestment properties Non taxable mcome Net disallowable expend1ture

Impamnent of fixed assets Movement m tax losses Adjustments m respect of pnor years

Total current tax

Factors that may affect future current and Iota/tax charges

(17,155) (4,803)

(1,420) (34)

(22)

278

6,001

(124,398) (34,831)

(746) (437) 475

194

28,129 1,847 (986)

(6,355)

Effect1ve from 1 Apnl2011 the corporatiOn tax rate w1ll be reduced from 28% to 26%, and the effect on deferred tax has been mcluded w1thm these accounts It has also been announced that the UK tax rate w1ll drop a further 1% per annum over the next three years reachmg 23% effect1ve from 1 Apnl2014 However the 1mpact ofthese subsequent corporation tax reductions w11l only be reflected as the relevant leg1slat1on IS substantially enacted

The Group has ava1lable tradmg losses camed forward at 31st March 2011 of £30,872,000 (2010 £15,831 ,000)

20



8. Staff Costs

Staff costs (mcludmg dtrectors) Wages and salanes Soctal secunty costs Pens1on fund serv1ce cost (note 21) Other penSion costs (note 21)

31st March 2011 £'000

14,235 1,448

298 741

16,723

31st March 2010 £'000

15,636 1,430

447 411

17,924

The average monthly number of persons employed by the Group durmg the penod, mcluS!ve of execuhve dtrectors, was as follows

Atrport operatiOnal and mamtenance Admtntstratton

9. Dtrectors' Remuneration

31st March 2011 Number

366 64

430

31st March 2010 Number

393 95

488

The d1rectors rece1ved total remuneratiOn from the Group of £229,521 dunng the year (2010 £217,251) and £6,090 penSion contnbut10ns were made by the Group on behalf of the dtrectors (20 I 0 £22,400) The highest patd dtrector rece1ved total remuneration from the group of £229,521 dunng the year (2010 £217,251) and pensiOn contnbut10ns were made by the Group of £6,090 (20 I 0 £22,400) No other dtrectors were remunerated for thetr serv1ces to the group

10. Goodwtll

Cost: At 1st Apnl2010 and 31st March 2011 Amort1satmn:

At 1st Apnl2010 Amorhsed m the year At 1st Apnl2011

Net Book Value:

At 31st March 2011

At 31st March 2010

--- ------

21

Group £'000

2,250

997 112

1,109

1,141

I 253



11. Investment Properties

Cost or Valuatmn: At 1st Apnl2010 Addtttons Dtsposal of substdtanes

At31" March 2011

Professaonal Valuation: 31" March2010

Cost: H1stoncal cost At 31" March 2011

Valuations

Freehold £'000

8,082 50

(1,792)

6,340

6 340

5,047

Group Long

leasehold Total

£'000 £'000

14,275 22,357 50

(1,792)

14,275 20,615

14 275 20 615

15,000 21,411

The Long leasehold property ts a 125 year lease wtthiD Ltverpool Atrport Hotel Ltmtted, whtch was valued on an open market extstiDg use basts at 31 March 2010 by Attchtson Raffety Thts resulted ID an tmpatrment of £725,000 whtch was recogmsed m 2010

ProfessiOnal valuattons were earned out on all other IDVestment properties at 31st March 2009 by KIDg Sturge, lntemattonal Property Consultants and Surveyors, on the basiS of open market value

In the optmon of the Dtrectors, haviDg consulted the Peel Atrports Ltmtted Group's RICS qualified staff, the current open market value of such land and IDvestment properties IS not matenally dtfferent from thetr value IDcorporated ID the financtal statements

On an htstoncal cost basts these would have been IDcluded at an ongiDal cost of £20,047,000 (£2010 £21,227,000)

22



12. Other Ftxed Assets

Land and Asset m Runways, Other assets butldmgs course of hghtmgs & freehold construction car parks

£'000 £'000 £'000 £'000

Cost: At 1st Apnl2010 186,493 4,162 113,906 63,809

Addlllons 2,556 7,301 628 1,128

DISposal of subs1d1anes (6)

DISposals (52!) (2)

At 31st March 2011 188,528 11,463 114,534 64,929

Deprectatmn: At I st Apnl 2010 88,362 75 56,950 49,529

Charge for the financ1al year 2,187 1,233 1,650

lmpaument losses 360 Dtsposal of subs1dJanes (3)

D1sposals (2)

At 31st March 2011 90,909 75 58,183 51,174

Net Book Value: At 31st March 2011 97,619 11,388 56,351 13,755

At 31st March 2010 98,131 4,087 56,956 14,280

At 31st March 2011, freehold land wh1ch IS not subject to depreciation amounts to £17,660,000 (2010 £17,660,000)

All other fixed assets at 31st March 2011 are held at depreciated hiStoncal cost to the Group

Land and bUJidmgs mclude mterest m aggregate amountmg to £5,189,000 (2010 £5,189,000)

Assets Held Under Fmance Leases

Total

£'000

368,370 11,613

(6) (523)

379,454

194,916

5,070 360

(3)

(2)

200,341

179,113

173,454

The net book value at 31st March 2011 of assets held under finance leases amounted to £3,338,000 (2010 £3,626,000) and depreciation prov1ded !hereon durmg the penod totalled £288,000 (20 I 0 £325,000)

23



13. Fixed Asset Investments

Company

Investment Investment m subsidiary m associate Total undertakmgs

£'000 £'000 £'000

Cost: At begmmng of year 56,o68 56,o68

Addllions 29,000 272 29,272

DJSposals (13,144) (13,144)

At end of year 71,923 272 72,196

Prov•s•ons: At begmnmg of year 11,860 11,860 Made durmg the year 29,000 29,000

Released on diSposal (3,555) (3,555)

At end of year 37,305 37,305

Net book value. At31 March2011 34,619 272 34,891

At 31 March 2010 (as restated) 44,208 44,208

Cap1tahsatmn of mter-company loan

On 26 January 2011 29,000,000 shares of £1 each m Doncaster Sheffield A1rport L1m1ted were 1ssued The cons1derat10n for these shares was the release of the subs1d1ary Company's obhgat10n to repay £29,000,000 of loans payable to Peel A1rports L1m1ted The mter-company receivable balance of £29,000,000 was fully prov1ded m 20 I 0

D1sposals of subs1d1ary undertakings

On 21 June 2011 the followmg subsidiaries were d1sposed ofto other Peel group compames. Peel Airports (Liverpool) L1m1ted, Peel A1rports (AEPSL) L1m1ted, Peel A1rports Leasmg L1m1ted and C1ty A1rport L1m1ted The sales pnce was agreed as the net asset value, except for those compames m a net habihttes posttJOn, whereby the sales pnce was agreed at£ I Th1s resulted m a profit of £73,00 I, bemg the total net hab1hlles of Peel A1rports Leasmg L1m1ted at the date of d1sposal

Subs1d1ary Undertakmgs and Jomt Assocl8tes

Details ofmvestments of the Group m 1ts pnnc1pal subs1d1ary undertakmgs are g•ven on page 35

Investment m associate At 1st Apnl2010

Addllions · Peel Airports Properties L1m1ted Share of results for the year

At 31" March 2011

24

Group

Total £'000

272 2

274



14. Stocks

Grou 2011 2010

£'000 £'000

Consumables 155 485

15. Debtors

Groue Holding Comean~ 2011 2010 2011 2010

Restated £'000 £'000 £'000 £'000

Trade debtors 3,208 4,630 7 I

Amounts owed by fellow group undertakmgs 36 514 257

Amounts owed by subs1d1ary undertakmgs 56,309 16,908

Other debtors 167 900 Deferred tax asset (see note 18) 5,111

PreQa~ments and accrued mcome 4,996 5,531

8,407 16,686 56,573 16,909

Included w1thm debtors 1s an amount of £N1l (20 I 0 £5, Ill ,000) m respect of amounts recoverable m more than one year

16. Creditors (amounts falhng due w1thm one year)

Groue Holdmg Comean;r 2011 2010 2011 2010

£'000 £'000 £'000 £'000 Bank loans and overdrafts 1,521 537 Secured bank loans and overdrafts 35,000 106,000 Obhgat10ns under finance leases and h1re purchase contracts 430 442 Amounts owed to parent 118,175 118,175

Debt fallmg due w1thm one year 35,430 226,138 118,712

Trade credttors 4,448 9,100 112 7 Amounts owed to fellow group undertakmgs 411 142 440

Other taxes and soc1al secunty 598 669 32 Other credttors 564 1,872 Accruals and deferred mcome 10,042 5,268 75 113

51,493 243,189 187 119,304

The group uses denvatlves to manage Its exposure to Interest rate movements on tts bank borrowmgs

As at 31 March 2011 there were mterest rate swaps open w1th a fatr value hab1hty of£5,197,985 (2010 £5,926,501) Th1s fatr value has not been recogmsed m the financial statements as the group has not adopted FRS 26

Deta1ls of secunty on the above borrowmgs are d1sclosed m note 17

25



17. Creditors (amounts falhng due after more than one year)

Bank loans and overdrafts Obligations under finance leases and htre purchase contracts Shareholder loan notes

Debt fulhng due after more than one year Accruals and deferred mcome Grants

Details of secunty on the above borrowmgs are disclosed below

Analysis of Group Net Debt

Creditors (amounts falhng due Withm one year) Creditors (amounts falhng due after more than one year) Gross debt Cash at bank and m hand Group net debt

Repayment of Gross Debt

Fmance leases: W1thm 1 year 1-2 years 2-5 years Over 5 years

Other debt: On demand W1thm 1 year

After five years -Secured bank loan

Gross debt

Group 2011

£'000 71,220

1,721 92,879

165,820 322

27,444

193,586

2010 £'000

2,103

2,103

618 27,907

30,628

Holdmg Company 2011 2010

£'000 £'000

92,879

92,879

Grou 2011 2010

£'000 £'000 35,430 226,138

165,820 2,103 201,250 228,241

(4,519) (2,019) 196,731 226,222

Grou 2011 2010

£'000 £'000

430 442

330 431 979 1,008 412 664

2,151 2,545

35,000 71,000 154,696

35,000 225,696

164,099

199,099 225,696

201,250 228,241

The Liverpool Airport Limited bank loan of£71,220,000 IS secured by a debenture g1vmg a fixed charge over all land and other fixed assets and a floatmg charge over all other assets of the company The loan bears mterest at LIB OR plus applicable margm Interest on £58 Sm of the bank loan has been fixed under an mterest rate swap contract at a rate of3 005% The swap agreement IS m place until 21 March 2015 The unut1hsed element of the £86,000,000 bank loan fac1hty as at 31 March 2011 IS £14,779,646 (2010 £N1l) Th1s fac1hty IS guaranteed by YVR Airport Services (UK) Limited The bank loans are stated net of Issue costs of £2,655,000 and a debt reserve account of £2,237,000 The Issue costs are bemg spread m accordance with FRS 4 over the term of the finance to which they relate

The Doncaster Sheffield Airport Limited bank loan of £35,000,000 IS secured by debentures giVIng a first legal charge over freehold land and mvestment properties, other fixed assets and a floatmg charge over all other assets The mterest on the bank loan has been fixed under an mterest rate swap contract at a rate of 4 895% plus an applicable margm over the hfe of the loan The loan IS due for repayment no later than November 2016 however It IS classified w1thm ainounts falhng due Withm less than one year as there IS a bank guarantee m place With Barclays Bank plc which IS renewable annually

26


Notes to the Financtal Statements (contmued)

17. Creditors (amounts falhng due after more than one year) (contmued)

Shareholder loan notes are subordmated redeemable loan notes which have been Issued to the shareholders of Peel Airports Limited The loan notes are repayable m 2020 and bear mterest at I 0% per annum Any redemptiOn of the loan notes shall be made pro rata to the holdmgs of the note holders

Obhgataons under finance leases and hare purchase contracts are secured on the assets to whach they relate

18. Deferred Tax

Deferred TaxatiOn 1st Apnl2010- asset Charge to the profit and loss account (note 7)

At 31st March 2011

Deferred taxation m the financial statements IS provided/unprovided as follows

2011 2011 Provided Unprovided

£'000 £'000

Accelerated cap1tal allowances 223 (1,736) Short term ttmmg dafferences (223) (5,109) Losses (9,874)

2010 Provided

£'000

Grou £'000

(5,111) 5,111

2010 Unprovided

£'000

(2,594) (236)

(4,433)

7,263

In accordance with FRS 19 no asset has been recogmsed for the potential deferred tax asset of £16,719,000 (2010 £7,263,000) m subsidiary compames ansmg from tax losses and other t1mmg differences as the losses are not expected to be utihsed m the foreseeable future

19. Called-up Share Capital

Allotted, Called-up and Fully Paid Equity Share Capital Ordmary shares of£ I each

Number

70,761,005

27

Group and Company

2011 £'000

70,761

Group and Company

2010 £'000

70,761



20. Reserves

Revaluation

At 1st Apnl2010

Reahsed durmg the year on diSposal of subSidiary undertakmg Capttal contnbutton- watver of mtercompany loan wath Peel Investments (PAH) Ltd

Retamed loss for the year Actuanal gam relatmg to the penston fund

Transfer to profit and loss account At 31st March 2011

At I st Apnl 20 I 0 as previously stated Pnor year adJustment (see note I)

At 1st Apnl 2010 as restated

reserve £'000 1,854

(561)

1,293

Retamed profit for the financ1al year (mcludmg profit on diSposal subSidiary undertakmgs of £18,737,000)

Cap1tal contnbut1on- wa1ver of mtercompany loan w1th Peel Investments (PAH) Ltd

At 31st March 201 I

21. Minority Interests

At 1st Apnl2010

Actuar1alloss relatmg to subs1d1ary undertakmg's penSion fund (note 22)

Proportion of loss on ordmary actiVIties after taxation

At 31st March 2011

22. PensiOn Fund

Defined Contribution Pension Scheme

Profit Other and loss

reserve account £'000 £'000

1,972 ( 126,227)

456

51,510 (22,545)

416

(2,428) 2,428

(94,418)

Holding Company Profit

and loss account

£'000

(20,198)

(108,750)

(128,948)

5,175

51,510

(72,263)

Group £'000

(8,043)

138

(412)

(8,317)

The group operates a defined contnbutwn pensiOn scheme The pensiOn cost charge for the penod represents contnbutwn payable by the Group to the scheme and amounted to £404,000 (20 IO £425,000)

Contnbullons amountmg to £63,290£2010 £63,966 were payable to the scheme and are mcluded m cred1tors

28

- ------------



22. PensiOn Fund (contmued)

Define Benefit Scheme

Durham Tees Valley Airport Limited IS admitted to a local government penSion fund which IS a defined benefits penSion fund based on final penSionable pay and which IS closed to new entrants of that subSidiary undertakmg The assets of the schemes are held separately from those of the Group The latest actuanal valuatiOn as at 31 March 2010 has been adJUSted to reflect the poSition at 31st March 2011, by a qualified mdependent actuary (m accordance with FRSI7)

2011 2010 2009

% % %

The maJor assumptaons used by the actuary were:

Rate of mcrease m salartes 50 4 35 4 25

Rate of mcrease m pens ton payment 2 7 3 60 3 00

Dtscount rate 5 50 5 50 6 80

RPI mcrease 3 50 3 60 3 00

CPI mcrease 2 70 NIA NIA

Mortality assumptions:

InvestigatiOns have been earned out withm the past three years mto the mortality expenence of the Group's defined benefit schemes These mvesttgattons concluded that the current mortahty assumptions mclude suflictent a11owance for future Improvements m mortality rates The assumed hfe expectatiOns on retirement at age 65 are

2011 years

Retmng today Males 18 9 Females 23 0

Retmng m 20 years Males 20 9 Females 24 9

Amounts recogmsed m the profit and loss account m respect of these defined benefit schemes are as follows 2011

£000's

Current servtce cost Interest cost Expected return on scheme assets Past servtce cost

298 1,108

(I ,490) (1,933) (2,0 17)

Valuation at 2010

years

19 5 226

20 4 23 4

2010 £000's

258 1,058

(1,009)

307

In July 2010, the government announced Its mtentton that future revaluatiOn penston mcrease orders would be measured by the Consumer Pnces Index, rather than the Retatl Pnces Index and the trustees announced a change m benefit to reflect this The Impact of thiS change has been reflected m the actuarial assumptiOns applied at 31st March 2011 and a gam of £1,933,000 has been recogn1sed as a result

Actuanal gams and losses have been reported m the statement of total recogmsed gams and losses

The actual return on scheme assets was £1,610,000 (2010 £5,363,000) The cumulative amount of actuanal gams and losses recogmsed m the STRGL smce adoption ofFRSI7 IS £919,000 (2010 £387,000)

29



22. Pension Fund (contmued)

SensitiVIty analysis:

The followmg table sets out the 1mpact of a small change m the d1scount rates on the defined benefit obhgat1on and proJected servtce cost along wtth a+/· I year age ratmg adjustment to the mortality assumptiOn

£000 £000 £000

AdJuStment to dtscount rate 0 1% 00% -0 1% Present value of defined benefit obhgat10n 19,369 19,819 20,281 ProJected service cost 324 337 350

Adjustment to mortahty age ratmg assumption +1 year none -1 year Present value of defined benefit obhgat1on 19,060 19,819 20,587 ProJected serv1ce cost 320 337 354

The amount mcluded m the balance sheet ansmg from the Group's obhgallons m respect of1ts defined benefit retirement benefit schemes ts as follows

Present value of defined benefit obhgat10ns Fatr value of scheme assets

Deficit m scheme Related deferred tax asset

Asset/(L10b1hty) recogn1sed m the balance sheet

Movements m the present value of defined benefit obligations were as follows

At 1 Apnl Servtce cost Interest cost Contnbut10ns from scheme members Actuanal gams and losses Benefits pa1d Past service cost Unfunded pens10n payments

At 31 March

30

2011 2010 £000 £000

(19,819) (22,383) 20,054 19,439

235 (2,944)

(61) 824

174 (2, 120)

2011 2010 £000 £000

22,383 298

1,108 109

(597) (1,538) (1,933)

(11)

19,819

15,627 258

1,058 138

5,839 (537)

22,383



22. Pension Fund (contmued)

Movements m the fatr value of scheme assets were as follows

At I Apnl Expected return on scheme assets Actuanal gams and losses Contrtbut1ons from the sponsonng compames Contnbut10ns from scheme members Benefits pa1d

At 31 March

2011 2010 £000 £000

19,439 1,490

152 413 109

(1,549)

20,054

14,028 1,009 4,354

447 138

(537)

19,439

The analys1s of the scheme assets and the expected rate of return at the balance sheet date were as follows

Fa1r value of assets 20ll 2010

% %

Eqmty mstruments 84 00 83 00 lndex-hnked g1lts 600 700 Corporate bonds 200 I 00 Property 4 00 400 Cash 400 5 00

100 00 100 00

The five-year h1story of expenence adjustments IS as follows 201l 2010 2009 2008 2007 £000 £000 £000 £000 £000

Present value of defined benefit obhgat1ons (19,819) (22,383) (15,627) (17,081) (18,335)

Fair value of scheme assets 20,054 19,439 14,028 16,995 17,202

Surplus/(Defic1t) m the scheme 235 (2,944) (I ,599) (86) (1,133)

Expenence adjustments on scheme hab1ht1es Amount 767 698 (587) (217)

Expenence adjustments on scheme assets Amount 152 4,354 (3,884) (1,712) (17)

31



23. Notes to tbe Group Cash Flow Statement

31st March 2011

(a) Cash flow from operating actiVities Group operatmg loss Non-cash adJustments - non-cash movements on penston - depreciation and amounts wntten offtangtble fixed assets - other non-cash movements m fixed assets - grant release • amortiSatiOn of goodwill Movement m stocks Movement m debtors Movement m credttors

(b) Returns on m vestments and serVIcmg of finance Interest rece1ved Interest pa1d

Fmance lease mterest paid

(c) Capital expenditure and financial mvestment Payments to acqmre tangible fixed assets Receipts from sales of tangible fixed assets

(d) Fmancmg New loans Grants received Repayment of finance lease credttor

(e) Disposals

Cash disposed of w1th subsidianes

(f) Analysis of Movement in Group Net Debt

Cash at bank (accessible withm 24 hours)

Overdrafts Debt due Withm one year (excludmg overdrafts) Debt due after more than one year

Net debt

1st April 2010

£'000

2,019

(1,521) (224,617)

(2,103)

(226,222)

32

£'000

(2,834)

(2,048) 5,430

837 (1,475)

112 288

2,990 1,947

5,247

18 (7,433)

(144)

(7,559)

(10,776)

67

(10,709)

16,564 987

(394)

17,157

( 115)

Cash flow

£'000

2,500

1,521 136,135

(152,305)

(12,149)

31st March 2010 £'000

(113,552)

(258) 110,511

526 (1,580)

112 (103)

1,801

7,501

4,958

12 (6,960)

(232)

(7,180)

(11,254) 121

(11,133)

16,170 752

(433)

16,489

Other 31st March non cash 2011 changes £'000

£'000

4,519

53,052 (35,430) (11,412) (165,820)

41,640 (196,731)



24. Financial commitments

Operatmg leases wh1ch expue

W1thm one year Between one and two years Between two and five years

25. Capttal Commitments

Capttal expendtture contracted for but not provtded for m these accounts

26. Contingent Liabthties

2011 £'000

109 38

5 !52

Grou 2011

£'000

2010 £'000

123 88 22

233

2010 £'000 9,303

At 31st March 2011, the Group's banks had provtded road bonds and guarantees arnountmg to £Ntl (2010 £1,194,793) In addtlton at 31 March 2011, there ts a contmgent ltabtltty m respect of the Durham Tees Valley Atrport Ltmtted defined benefit penston scheme of £338,000 (2010 £1, 100,000)

27. Related Parties

Dunng the year the company entered mto the followmg tmnsacttons wtth fellow substdtary compantes of the group The transactions were pnced on an ann's length basis

YVR Atrporl Servtces (Cyprus) Ltmtted YVR Atrport Servtces Ltmtted Peel Investments (PAH) Ltmtted Peel Adverttsmg Ltmtted Peel Electnctty Servtces Ltmtted Peel Uttltltes Servtces Ltmtted Peel Letsure Opemttons No I Ltmtted Peel Management Ltmtted Peel Commumcattons L1mtted RHADS Hotels Ltmtted Peel Holdmgs (Land & Properttes) Ltmtted Peel Land & Property Investments Ltmtted Peel Land & Property Ports No3 Ltmtted Peel Water Servtces Ltmtted Ctty Atrport Ltmtted

33

Sales of Goods/

Serv1ces £'000

3 43

319 15 14

685

12

4 70

(Purchase) of Goods/

Serv1ces £'000

(932) (4,500) (2,257)

(335) (53) (IO)

(199) (67)

(8) (3)

(I)

Balances Receivable/

(payable) £'000

(488) (4,391) (2,257)

318 (221)

(44) 304

(214) (18)

(2) (I) 15 (I)

2 13

' '



28. Ultimate Holding Company

The ult1mate holdmg company m the penod to 21st June 2010 was Tokenhouse L1m1ted, a company mcorporated m the Isle of Man Tokenhouse L1m1ted 1s controlled by the 1997 B1llown Settlement Trust

On 21 June 20 I 0, 65% of the share cap1tal was acqu~red by YVR Airports Serv~ces (UK) L1m1ted, a company mcorporated m the Umted Kmgdom, whose reg1stered office IS at Eversheds House, 70 Great Bndgewater Street, Manchester MI 5ES

From 21 June 10 onwards, the ultimate holdmg company 1s YVR A1rport Serv~ces Ltd (regiStered number 0778554), a company mcorporated m Canada, whose regiStered office " at Vancouver International A1rport, 3211 Grant McConach1e Way, Lmk BUIIdmg, Level 5, Richmond, BntiSh Columbia, Canada V7B I Y7

The largest group of compames, of whiCh the company IS a member, wh1ch produces consolidated accounts IS YVR Airports Serv1ces L1m1ted, a company mcorporated m the Canada

The smallest group of compames, of wh1ch the company IS a member, that produces consolidated accounts, IS Peel Airports L1m1ted, a company mcorporated m England Its Group accounts are ava1lable from the Company Secretary, Liverpool A1rport, Liverpool, L24 I YD

34


Subsidiary Undertakings

The pnnc1pal tradmg subs1d1ary undertakmgs consolidated as at 31st March 2011, all ofwh1ch were wholly owned unless otherwtse stated were as follows

Incorporated

England & Wales England & Wales England & Wales

England & Wales

Company

Liverpool A1rport L1m1ted* Durham Tees Valley A1rport L1m1ted** Doncaster Sheffield Airport L1m1ted*

L1verpool A1rport Hotel L1m1ted ***

• I 00% owned by Peel Airports L1m1ted

Principal actiVIties

Operator of a reg1onal a1rport Operator of a reg1onal a1rport Operator of a reg10nal a1rport and properlY mvestment ProperlY mvestment

•• Peel A1rports Ltm1ted owns I 00% of the 'A' ordmary shares of£ I each wh1ch carry 75% of the votmg nghts m the company

••• I 00% owned by L1verpool A1rport L1m1ted

A full hst of subs1d1ary undertakmgs w1ll accompany the next Annual Return to be filed w1th the Reg1strar of Compames

35

Documents

Peel Airports Directors' Report & Financial Statements (2011)