BEFORE THE - AirlineInfo
BEFORE THE
DEPARTMENT OF TRANSPORTATION
WASHINGTON, D.C.
)
Application of )
)
Virgin Nigeria Airways Limited )
) Docket OST-2005-
For a foreign air carrier permit )
pursuant to 49 U.S.C. § 41301, et seq. )
(U.S. – Nigeria) )
)
APPLICATION OF VIRGIN NIGERIA AIRWAYS LIMITED
FOR A FOREIGN AIR CARRIER PERMIT
Communications with respect to this document should be sent to:
Dr Yemi Osindero David E. Schaffer
Head, Corporate Development David E. Schaffer Associates LLC
Funke Adeyemi 9205 Hambletonian Place
Legal Officer & Company Sec Vienna, VA 22182
Virgin Nigeria Airways Ltd (703) 938-3062
3rd Floor 17 Ligali Ayorinde Street (703) 938-3063 (fax)
Victoria Island Dschaffer2@
Lagos Nigeria
yemi.osindero@ Counsel for Virgin Nigeria Airways Ltd
adefunke.adeyemi@
Dated: December 22, 2005
NOTE: ANY PARTY MAY FILE AN ANSWER TO THIS APPLICATION. ANSWERS TO THIS APPLICATION ARE DUE TO BE FILED AT DOT ON OR BEFORE JANUARY 12, 2006.
TABLE OF CONTENTS
PAGE
Introduction 1
Background About Virgin Nigeria 2
An Award of Authority to Virgin Nigeria Would Be Consistent with
Settled DOT Policy 6
Evidentiary Support for Application 9
Verification 27
Certificate of Service 28
Exhibits:
VNA-001: Greater than 5% Shareholders of Virgin Nigeria
VNA-002: Greater than 5% Shareholders of Virgin Atlantic
VNA-003: Directors
VNA-004: Officers and Key Management Personnel
VNA-005: Operating Authority Issued by the Nigerian Civil Aviation Authority
VNA-006: Aircraft Fleet
VMA-007: Additional Details Concerning Leasing Arrangements
VNA-008: Financial Background
VNA-009: Traffic Forecasts
VNA-010: Designation
- i -
BEFORE THE
DEPARTMENT OF TRANSPORTATION
WASHINGTON, D.C.
)
Application of )
)
Virgin Nigeria Airways Limited )
) Docket OST-2005-
For a foreign air carrier permit )
pursuant to 49 U.S.C. § 41301, et seq. )
(U.S. – Nigeria) )
)
APPLICATION OF VIRGIN NIGERIA AIRWAYS LIMITED
FOR A FOREIGN AIR CARRIER PERMIT
Introduction
Pursuant to 49 U.S.C. § 41301, et seq., 14 CFR Part 211, and 14 CFR Part 302, Subpart B of the Department’s procedural Regulations, Virgin Nigeria Airways Limited (“Virgin Nigeria”), a foreign air carrier incorporated in and with a principal place of business in Nigeria, hereby applies for a Foreign Air Carrier Permit authorizing it to engage in foreign scheduled and charter air transportation of persons, property and mail between Nigeria and the United States.
Simultaneously with this application, Virgin Nigeria is filing an application for an exemption. To the extent necessary, Virgin Nigeria hereby incorporates by reference information contained in the aforementioned application.[1]
Virgin Nigeria satisfies all of the Department’s criteria for the issuance of a Foreign Air Carrier Permit. As will be shown below, approval of this Application would be consistent both with the public interest and with settled DOT policy. Before providing each item of information required by the Department, Virgin Nigeria thinks it essential to provide an overview of the company, the aviation sector in Nigeria, and the steps the Government of Nigeria has taken to ensure that its citizens, and indeed, all persons traveling to and from Nigeria, have access to safe and secure air transportation.
Background About Virgin Nigeria
Virgin Nigeria is a private airline that operates as the flag carrier of Nigeria. Virgin Nigeria was created after the demise of Nigerian Airways in 2002.
With the demise of its National state-owned carrier, and the lack of a robust aviation infrastructure within Nigeria, the Nigerian Government faced significant challenges with respect to catering to the needs of its 130 million inhabitants and burgeoning work force and the consequences of a growing economy whilst providing safe and secure transportation. This is especially important for Nigeria and other developing countries who seek greater foreign direct investment, international trade and global interaction. Aviation is also crucial to supporting Nigeria’s leading role in Africa and increasingly, globally.
Specifically direct air services between Nigeria and the United States are sorely needed. Nigeria is a strategically important oil producing ally of the United States and the lack of direct services hampers the development of trade links and the effectiveness of strategic initiatives such as the United States African Growth and Opportunity Act (AGOA).[2]
The Federal Government of Nigeria has recently been actively engaged in the reform of its aviation sector to:
• Improve standards;
• Encourage private sector participation; and
• Limit the government’s role to policy formulation.
Accordingly, the Government decided to replace its liquidated national carrier with a new fully private sector, national flag carrier that draws on international best practice aviation expertise. This approach is virtually unique in major developing countries, and has avoided any investment by the government.
Significantly, the Government of Nigeria opted not to re-create another state-owned airline, but instead looked to the private sector to help address its need for a viable air transport network. Thus, the Federal Government of Nigeria went through a competitive process internationally to search for an established airline to act as Technical Partner to the nation’s new flag carrier. Under this framework, Nigerian nationals would hold a 51% stake in the new flag carrier, and the technical partner selected under the competitive process would hold the remaining 49 percent of the shares. The 51:49 equity structure of the company was designed by the Federal Government of Nigeria to ensure that the Technical Partner had a financial stake in the resulting flag carrier and would therefore remain committed to ensuring that the highest level of technical expertise was continually provided to the flag carrier.
After evaluating the competing bids and performing several months of audits and due diligence, the Federal Government of Nigeria on September 1, 2004 selected Virgin Atlantic Airways as the Technical Partner. Under this arrangement, Virgin Atlantic is a minority shareholder and technical adviser to the new flag carrier. Virgin Atlantic also assists Virgin Nigeria by performing certain flight operations pursuant to a wet lease arrangement (a Bulgarian carrier, BH Airways, also performs wet lease services for Virgin Nigeria).
While understanding that having a capable technical partner would be absolutely critical to the safety, security and success of the new airline, the Nigerian Government was also mindful of its continuing need to develop its own aviation infrastructure. To that end, the Government is continuing to upgrade its regulatory oversight and facilities. Following recent air crashes in Nigeria, the President has directed the Minister of Aviation to report directly to him, on a monthly basis, the progress being made with standardizing the aviation infrastructure in the country.
The Government has strongly encouraged adoption of policies which ensure that Nigerian staff will be trained to carry out various technical, operational and managerial roles. Thus, Virgin Nigeria has adopted a policy which calls upon it to: (i) hire solely on merit and to secure the best qualified people, and (ii) maximize the recruitment from within Nigeria, and where necessary recruit qualified Nigerians living abroad who wish to return to Nigeria. The company has for the past year searched for suitably qualified people internationally via Spencer Stuart, and in Nigeria via KPMG and Phillips Consulting.
Where roles required skills, experience and attributes that were not currently available in Nigeria or from returning expatriate Nigerians, the Company recruited high quality non-Nigerian expatriates to launch the airline and to facilitate standard international practices in aviation and business. Those positions include the Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Commercial Officer, Director of Flight Operations, Director, Engineering as well as Quality Assurance Manager.
The non-Nigerians brought in are explicitly required over their tenure to seek and where applicable, train Nigerian replacements as part of succession planning and the Human Resources department will hold each of them accountable for this as part of their annual performance review process. The Federal Government of Nigeria is very keen to see capacity building take place and will monitor the succession planning of Virgin Nigeria.
Nigeria’s new national flag carrier has been operating since June 2005, with Virgin Nigeria providing high quality air transport services to several destinations, including London, Johannesburg, Accra, Douala, Abuja and Port Harcourt.
In January 2006, Virgin Nigeria will start ab-initio pilot training of locally hired Nigerian graduates at international training centers. A maintenance facility with four-storey office facility is under construction and is expected to be completed by January 2007. This facility, which can house up to 4 Boeing 737’s will serve as an MRO facility. In addition to this, Virgin Nigeria is also initiating an apprenticeship program for Nigerian mechanics which will develop light maintenance expertise. Virgin Nigeria’s current headcount of Nigerian staff is over 400, with further Nigerian employment forecasted at over 1,000 by the end of 2006.
An Award of Authority for Virgin Nigeria
Would Be Consistent with Settled DOT Policy
The forward-thinking steps taken by the Government of Nigeria are consistent with DOT policy. DOT for many years has supported the privatization of state-owned foreign carriers. Indeed, when it adopted its International Aviation Policy back in 1995, DOT stated:
[Certain] countries are responding to the highly competitive integrated and global air transportation market, in which their airlines may not be fully prepared to compete. Most foreign airlines are only beginning to adapt to the more competitive operating environment through such mechanisms as streamlining costs and realigning their operations to achieve greater productivity and operating economies. For state-owned airlines, privatization is an important initial step as it will lead those airlines to develop cost-efficient operations and, in the longer term, to expand their markets.
. . .
Privately held airlines have better incentives to reduce costs and respond to public demand. Therefore, as we have in the past, we will be supportive of governments wishing to privatize their airlines so that their privatization efforts will be successful
See, Statement of International Aviation Policy, DOT Docket 49984, May 3, 1995, 60 Federal Register 21841.
The ownership structure of Virgin Nigeria is also in line with international policies and intent for the healthy development of African aviation such as “Safe Skies for Africa” and the African Transportation Initiative. The “Safe Skies for Africa” initiative states that African nations must assume ownership of the initiative:
✓ by recognizing the importance of aviation safety and security to their economic development and
✓ by marshalling the political will to turn these civil aviation goals into realities
The initiative recognizes the role that assistance from the private sector can play and encourages the countries in question to utilize foreign technical expertise where necessary. The approach adopted by the Nigerian Government to its flag carrier project is closely in line with this US policy. Given DOT’s settled policy, Virgin Nigeria is hopeful that the Department will demonstrate its support for the private sector solution adopted by the Nigerian Government by promptly granting the authority requested herein.
The fact that Virgin Nigeria has Virgin Atlantic as its technical partner and 49% shareholder helps to ensure safety and security is maintained in Virgin Nigeria’s services. As explained more fully in paragraphs 5 and 6 below, 51% of Virgin Nigeria’s stock is owned by Nigerian citizens.
Virgin Nigeria’s Nigerian investors are the leaders of the Nigerian business community. These shareholders represent Nigeria’s top banks, financial institutions and corporate bodies. They are not passive investors but in fact meet frequently on Virgin Nigeria matters, and have their own shareholder representative in the person of Chief S. Adegbite (a well respected Nigerian businessman), who can coordinate Nigerian shareholder involvement in the company. Indeed, more than half of the Virgin Nigeria Board of Directors are Nigerian citizens, including the Board’s Chairman. More than half of its officers and key management personnel are Nigerians including its Chief Pilot, Controller, and Heads of Planning, Corporate Development, Legal, Information Technology, and Public Affairs.
Given the fact that Nigeria is currently not a Category 1 country under the FAA’s International Aviation Safety Assessment Program (IASA), until Category 1 certification is obtained, any Nigerian carrier, by definition would have to rely upon a foreign partner for operational and technical support in order to operate to the United States. The fact that the Government of Nigeria through a public tender process has selected a carrier from the United Kingdom, Virgin Atlantic, to serve as Virgin Nigeria’s technical partner, should in no way impede Virgin Nigeria’s exercise of its rights under the U.S.-Nigeria Open Skies agreement. Indeed, due to Virgin Atlantic’s involvement, Virgin Nigeria’s services will be operated pursuant to European Union JAR regulations, ensuring the highest level of safety.
As explained above, the Department should give very positive consideration to Nigeria’s effort to restructure its airline industry using private sector alternatives. Virgin Nigeria is making every effort to diminish over time its reliance upon foreign assistance, including training local staff for cabin crew and other technical positions, as well as working closely with Nigerian management trainees. Indeed, it is Virgin Nigeria’s hope to be able to fly its aircraft to the United States under its own Air Operator’s Certificate within the next few years. Virgin Nigeria is already flying Boeing 737-300 aircraft leased from General Electric Commercial Aircraft Services (GECAS) on its own Air Operator’s Certificate within Nigeria and the West and Central African regions. Simply put, DOT’s prompt certification of Virgin Nigeria will send a concrete and meaningful signal to the African aviation community that the Department is willing to accept innovative and forward- thinking restructuring schemes.
It is also significant to note that Virgin Nigeria anticipates that its Nigerian shareholding will increase over time as a result of a planned IPO on the Nigerian Stock Exchange. Enabling Virgin Nigeria to proceed toward that goal by way of a technical assistance arrangement with a more established carrier would vindicate the U.S. aviation policy toward Africa, and steadfast promotion of market principles.
In further support of this Application, Virgin Nigeria states as follows.
1. Applicant name and address: The name of the applicant is Virgin Nigeria Airways Limited. Its registered address is 188, Awolowo Road, Ikoyi Lagos, Nigeria and its operational addresses are Murtala Mohammed International Airport, Ikeja, Lagos and Ark Towers, 3rd Floor, 17, Ligali Ayorinde Street, Victoria Island Lagos. Virgin Nigeria is a Private Limited Liability Company. The company was registered on January 7, 2004 by the Federal Government of Nigeria with the name “Nigeria Eagle Airlines plc” as a brand new shell company to facilitate the eventual legal registration process for the flag carrier. The company’s Certificate of Incorporation number is 501975. It is based in Nigeria and organized under the laws of the Federal Republic of Nigeria, specifically the Federal Republic of Nigeria Companies and Allied Matters Act, 1990 (as amended in 2004).
2. Regulatory authority. The government air transport authority of Nigeria is the Nigerian Civil Aviation Authority (NCAA). Its address is Aviation House, P.M.B. 21029, 21038, Ikeja, Lagos, Nigeria. NCAA has oversight functions over the aviation sector, including the registration of aircraft, certification and airworthiness.
3. Authority requested. Virgin Nigeria seeks authority to conduct scheduled foreign air transportation of persons, property, and mail in accordance with the Air Transport Agreement between The Government of The United States of America and The Government of The Federal Republic of Nigeria on the following routing:
From points behind Nigeria via Nigeria and intermediate points to a point or points in the United States and beyond.
For all cargo-services, between the United States and any point or points.
Virgin Nigeria also requests authority to provide charter air transportation in accordance with the rights granted in Annex 2, Section 1 of the U.S.-Nigeria Open Skies Agreement, and Part 212 of the Department’s Economic Regulations. Virgin Nigeria would exercise all rights in accordance with the terms of the U.S.-Nigeria Open Skies Agreement, including, without limitation, Annex 1, Section 2.
4. Points to be served. It is initially proposed that direct non-stop service be provided from Lagos to either New York or Newark, with service operated four times per week increasing to a daily service. No seasonal variation is planned for the start of operations. The point or points in the United States proposed to be served over time may include Washington D.C., Houston, Chicago, Atlanta, Miami and Los Angeles. The initial proposed service will be operated with Airbus 340 equipment with Business Class, Premium Economy and Economy class configurations. As will be described in detail below, it is proposed that this service will initially be operated pursuant to a wet lease arrangement between Virgin Nigeria and Virgin Atlantic Airways.
5. Ownership structure. As stated in the Introduction to this Application, Virgin Nigeria is owned entirely by private sector businesses. 51% of the company’s shares is held by Nigerian citizens, pursuant to a private placement organized by Investment Banking & Trust Company, Nigeria’s premier investment bank. Virgin Nigeria is planning to sell its shares in an initial public offering (IPO) on the Nigerian Stock Exchange in the next few years. The remaining 49% of the shares is held by Virgin Nigeria’s strategic partner, Virgin Atlantic Limited. Virgin Atlantic Limited is itself owned 51% by Virgin Group Investments Limited and ultimately by Sir Richard Branson, a UK citizen, while 49% is owned by Singapore Airlines, a Singaporean citizen. This results in an effective UK and Singaporean interest respectively of 24.9% and 24.1% in Virgin Nigeria. Following is a chart which shows the overall ownership structure of the company. A description of the entities which hold 5% or more of the shares of the Virgin Nigeria Airways is contained in Exhibit VNA-001. A description of the entities which hold 5% or more of Virgin Atlantic Airways Ltd. can be found at Exhibit VNA-002.
| |Name |Citizenship |Country of Permanent |Amount Invested |Percentage Holding |
| | | |Residence |(US$M) | |
|1. |Access Bank Plc |Nigerian |Nigerian |0.88 |1.75% |
|2. |African Alliance Insurance Company Limited |Nigerian |Nigerian |0.50 |1.00% |
|3. |Asset & Resource Management Company Limited |Nigerian |Nigerian |1.00 |2.00% |
|4. |BGL Limited/WMP |Nigerian |Nigerian |1.13 |2.25% |
|5. |Capital Alliance Nigeria Limited |Nigerian |Nigerian |5.63 |11.25% |
|6. |Chartered Bank Plc |Nigerian |Nigerian |0.63 |1.25% |
|7. |Crusader Insurance (Nigeria) Plc |Nigerian |Nigerian |0.50 |1.00% |
|8. |Dantata Investment & Securities Company |Nigerian |Nigerian |5.00 |10.00% |
| |Limited | | | | |
|9. |HEIRS Insurance Company Limited |Nigerian |Nigerian |0.63 |1.25% |
|10. |IBTC Ventures Limited |Nigerian |Nigerian |1.38 |2.75% |
|11. |Industrial And General Insurance Company |Nigerian |Nigerian |1.00 |2.00% |
| |Limited | | | | |
|12. |Leadway Assurance Company Limited |Nigerian |Nigerian |0.88 |1.75% |
|13. |Linkup Investment Limited |Nigerian |Nigerian |0.88 |1.75% |
|14. |Lion Buildings Limited |Nigerian |Nigerian |0.50 |1.00% |
|15. |Magami Holdings Limited |Nigerian |Nigerian |0.50 |1.00% |
|16. |Oasis Insurance Company Limited |Nigerian |Nigerian |0.50 |1.00% |
|17. |STB Capital Markets Limited |Nigerian |Nigerian |2.00 |4.00% |
|18. |UNIC Insurance Plc |Nigerian |Nigerian |1.00 |2.00% |
|19. |University of Ibadan Endowment Fund |Nigerian |Nigerian |0.50 |1.00% |
|20. |Virgin Atlantic Limited |UK/Singapore |UK |24.50 |49.00% |
|21. |Wema Securities & Finance Plc |Nigerian |Nigerian |0.50 |1.00% |
| |Total | | |50.00 |100.00% |
To the extent that a question exists regarding ownership and control of Virgin Nigeria, it would not be inimical to U.S. aviation policy or interests to waive the ownership and control standards in this case and grant the requested authority. The Department has waived those standards in other cases where there was less than the 51% homeland ownership that exists here.[3] It has even issued a waiver where the non-homeland owner was a British corporation despite the lack of an open skies agreement with the United Kingdom.[4] The considerations favoring such a waiver are particularly compelling here given the open skies agreement between the U.S. and Nigeria and the fact that the Nigerian government selected Virgin Atlantic as Virgin Nigeria’s technical partner after an extensive search and tender process. Moreover, it would help further U.S. interests in promoting economic development in Africa and ensuring a safe and secure air transportation system.
6. Board of Directors. Virgin Nigeria has an 11-member Board of Directors. The Chairman of the Board is Mr. Felix Ohiwerei, who is a Nigerian citizen. Following is a list of the names and nationalities of these directors. As will be evident from the background information about these individuals set forth in Exhibit VNA-003, Virgin Nigeria has a strong Board which is comprised of many of Nigeria’s most prominent and successful businessmen:
|Name |Citizenship |
|Felix Ohiwerei |Nigerian |
|Tajudeen Dantata |Nigerian |
|Adeboye Shonekan |Nigerian |
|Bismarck Rewane |Nigerian |
|Arnold Ekpe |Nigerian |
|John Adebanjo |Nigerian |
|Stephen Ridgway |British |
|Julie Southern |British |
|Conrad Clifford |British |
|Frederick Smyth |South African |
|Steve Clarke |British |
7. Management Team. Virgin Nigeria has established a highly qualified management team. Following is a list of the names, titles and citizenship of each of these individuals. None of these individuals are related by blood or marriage. Further details about these individuals can be found in Exhibit VNA-004.
|Name |Title |Citizenship |
|Conrad Clifford |Chief Executive Officer |British |
|Larry Agose |Head of Public Affairs |Nigerian |
|Adeola Bali |Head of Planning |Nigerian |
|Victor Banjo |Human Resources Director |Nigerian |
|Steve Clarke |Chief Operating Officer |British |
|Graham Keddie |Chief Commercial Officer |British |
|Yemi Osindero |Head of Corporate Development |Nigerian |
|Adefunke Adeyemi |Manager, Legal Services |Nigerian |
|Jimoh Akadiri |Financial Controller |Nigerian |
|Toyin Agoro |Head of IT |Nigerian |
|Alastair Hendry |Quality Assurance Manager |British |
|Capt. Jason Holt |Director, Flight Operations |British |
|Capt. Horace Miller-Jaja |Chief Pilot |Nigerian |
|Michael Igbodipe |Security Manager |Nigerian |
|Colin Symes |Engineering Director |British |
8. Ownership of Other Airlines. None of Virgin Nigeria’s officers, directors, managers, or holders of more than five percent of its stock holds any interest in any U.S. carrier. Steve Ridgway and Julie Southern act as Chief Executive Officer and Chief Financial Officer of Virgin Atlantic Airways respectively. Virgin Group Investments Limited holds an interest in Virgin Atlantic Limited, Virgin Blue, Virgin Express and Virgin America. No other officers, directors, or managers of Virgin Nigeria, or holders of more than five percent of its stock hold any interest in any other foreign air carrier, in any other person engaged in the business of aeronautics, or in any common carrier, or any person whose principal business is the holding of stock in, or control of, any air carrier.
9. Insurance. The Foreign Air Carrier Certificate of Insurance will be provided to the Department. As part of its temporary ACMI lease, Virgin Nigeria is currently insured under the agreements with BH Air and Virgin Atlantic Airways, respectively.
10. Air Operators Certificate. Virgin Nigeria’s operating authority, its Air Operator’s Certificate (AOC) was issued by the Nigerian Civil Aviation Authority on June 3, 2005 and the Federal Ministry of Aviation issued on April 19, 2005 its Air Transport License (ATL) (see Exhibit VNA-005). The AOC is renewable every two years and the ATL is renewable every five years.
11. Operating history. Virgin Nigeria Airways Limited was registered on January 7, 2004 by the Federal Government of Nigeria with the name “Nigeria Eagle Airlines plc” as a brand new shell company to facilitate the eventual legal registration process for the flag carrier. The company’s Certificate of Incorporation number is 501975.
Virgin Nigeria operates as the Nigerian flag carrier from its hub at Lagos (Murtala Mohammed International Airport). Its first flight commenced on June 28, 2005 to London and it now operates from Lagos to London, Johannesburg, Accra, Douala, Abuja and Port Harcourt. Virgin Nigeria is developing a global network of intercontinental, regional and domestic routes from its home base in Lagos. In addition to the above named routes, new routes are planned for launch regularly.
Virgin Nigeria has operated scheduled international and domestic services to the routes listed below, with respective start dates as follows:
✓ 28 June 2005: LOS – LON (Three times per week)
✓ 29 June 2005: LOS – ABV (Three times a day)
✓ 30 June 2005: LOS – PHC (Two times a day)
✓ 20 July 2005: LOS – ACC (Once a day)
✓ 25 Oct 2005: LOS – DLA (Once a day)
✓ 24 Nov 2005: LOS – JNB (Three times per week)
Virgin Nigeria is developing a global network of intercontinental, regional and domestic routes from its home base in Lagos. In addition to operating from Lagos to London, Accra, Abuja, Port Harcourt, Douala, and Johannesburg, new routes are planned to be opened shortly.
The route network in the future will encompass intercontinental routes to Asia, the Middle East, Europe and North America, as well as regional routes within West and Central Africa and key domestic routes within Nigeria.
In line with the national objective of turning Nigeria into a leading aviation hub in Africa, Virgin Nigeria has been allocated its operational space at Lagos Murtala Mohammed International Airport for all its operations, whether international or domestic. From the outset this will allow the beginnings of a hub at Lagos, with the ability of passengers transferring within the terminal. The same is occurring at Abuja, with both domestic and international direct flights planned.
Virgin Nigeria is investing substantial sums in improving the end-to-end customer experience in Nigeria, particularly at the airports and has also introduced a new payment method in partnership with the UBA Group, to ease payment difficulties for its customers. Virgin Nigeria’s investment at the airport is enhancing the customer facilities at its Nigerian airports, quite separately from the responsibilities of the Federal Airport Authority of Nigeria (“FAAN”).
Virgin Nigeria is now flying Boeing 737-300 aircraft leased from GECAS on its own Air Operator’s Certificate within Nigeria and the West and Central African regions, with aircraft 5N-VNA being the first of these.
12. Further information re regulatory oversight of Virgin Nigeria. The President of Nigeria has been personally driving aviation as a national priority and has stated his administration’s determination to use the rapid development of the aviation sector as an engine of economic growth to help diversify the Nigerian economy away from its undue dependence on oil as a source of export and government revenue. Having successfully created the nation’s flag carrier, the government is committed to building and maintaining an aviation infrastructure that meets global standards of safety, security and industry best practice. It is the Government’s intention that Nigeria becomes a safe skies country in the very near future and Virgin Nigeria would welcome the assistance of the FAA in this effort.
Primary oversight and audit activity rests with the Nigerian Civil Aviation Authority. This mandatory requirement is prescribed in the Nigerian Civil Aviation (Air Navigation) Regulations Part 6 Para 6.5.10. The NCA(AN) R's were derived from three primary regulatory sources:
✓ ICAO
✓ FAR’s
✓ UK ANO
The intention is that the NCA(AN) regulations will be aligned with the JAA. As such, Operators will be approved in accordance with Nigerian Civil Aviation Rules which align with JAR Ops 1, JAR 145, JAR 66, JAR FCL, etc. Future NCAA Audits will be conducted against the requirements prescribed in NCAR Ops 1 and NCAR 145. Both NCA(AN)R’s and NCAR Ops 1 require operators to establish a Quality System and associated procedures which include an audit schedule.
It is proposed that the flight operations to the United States at issue in this Application will be provided pursuant to a wet lease arrangement with Virgin Atlantic Airways. As such, those operations will be overseen by the UK Civil Aviation Authority, and performed in accordance with JAA standards. Maintenance on these aircraft will be performed in the United Kingdom by Virgin Atlantic, or its authorized contractors, under UK CAA standards. The UK is a signatory to the ICAO convention.
Virgin Nigeria Airways conducts operations utilizing two Airbus A320 aircraft, leased from Balkan Holidays Air (BH Air), under the terms of an ACMI contract, and an Airbus A340 aircraft, leased from Virgin Atlantic Airways. Virgin Nigeria has also now started operating Boeing 737-300 aircraft dry leased from GECAS on its own Air Operator’s Certificate. BH Air conducts operations pursuant to an Air Operators Certificate, issued by the Bulgarian Civil Aviation Authority (“BCAA”). An agreement was reached between NCAA and BCAA, such that oversight responsibility of BH Air operations in Nigeria would remain with BCAA. BH Air will continue to be audited by BCAA in addition to the NCAA audits, and reference to its operations within West Africa, including Maintenance activity, is made in its Operations and Maintenance Organization Manuals. BCAA inspected the VNA Maintenance facility prior to granting approval for its use by BH Air.
In addition to conforming to our primary regulatory body, the NCAA, Virgin Nigeria’s absolute focus on safety and standards has led Virgin Nigeria to elect to operate to additional scrutiny and standards including audits by Virgin Atlantic and also the JAAR Ops standards governed by the Joint Airworthiness Authority European regulatory body. This is an international aviation standard found commonly in Europe. Compared to certain other standards, it imposes a greater burden on operational management and on costs, but is in keeping with Virgin Nigeria’s philosophy of bringing the best relevant international standards to its business in Nigeria.
13. Other audit activities. Virgin Nigeria Airways has applied for IATA membership. Since January 1, 2005 IATA has stipulated that each new applicant must undergo a series of audits prior to being given membership:
✓ Operational Evaluation Visit (OEV), which was carried out May 2005
✓ IATA Membership Entry Audit (IMEA), which was carried out December 2005
✓ IATA Operational Safety Audit (IOSA) TBA
The IOSA will be carried out by individuals and agencies that have been approved by IATA.
Virgin Nigeria Airways has long-term sales with many corporate bodies throughout Nigeria, including with major US multinational corporations which have a presence in Nigeria, including with oil companies such as Exxon Mobil, Shell, Chevron Texaco, Schlumberger, Halliburton etc, and those companies involved in the petrochemical industry.
As part of the duty of care which these companies have to their staff, it is usual before signing contracts with airlines that these companies carry out an audit of any potential carrier. Such audits are usually carried out on behalf of the company by third party aviation consultants or agencies. Virgin Nigeria has had several of these corporate audits to date and passed all of them.
The Airworthiness Department of Virgin Atlantic conducts regular audits of Virgin Nigeria’s operations. The scope of the audits is determined by Virgin Atlantic and the standards applied are those of JAR-Ops 1.and JAR 145. For the purpose of audit planning it has been agreed with the Quality Assurance Manager Airworthiness and Flight Operations that the Virgin Atlantic Quality Audit Plan, as detailed in the Virgin Atlantic Quality Manual, Part 4 (3) has been amended to include Virgin Nigeria.
Virgin Atlantic’s audit of Virgin Nigeria is scoped, prepared and conducted in accordance with the Virgin Atlantic Quality Manual Part 4 (2) using such checklists drawn from the Virgin Atlantic Quality Manual Part 4 (3.1) as is deemed necessary to fulfill the scope of the audit.
Virgin Nigeria has just completed such an audit by Virgin Nigeria and successfully passed this. In addition to this, Virgin Nigeria has just completed an operational audit by IATA as part of its membership requirements and has successfully passed this.
14. Current aircraft leases. In line with best practice in starting a new, high quality airline, Virgin Nigeria has temporary Aircraft Crew, Maintenance, Insurance (ACMI) leases in place. This was to enable it start with the safest possible operations, while the airline builds up its people and operational capabilities, to be fully trained and operating to the highest standards. Virgin Nigeria is now operating a Boeing 737-300 aircraft dry leased from GECAS on its own Air Operator’s Certificate. It is proposed that Virgin Atlantic Airways provides an aircraft and crew for Virgin Nigeria’s planned US operation. A Bulgarian carrier, BH Air, provides an aircraft and crew for certain of Virgin Nigeria’s intra-Africa services. A list of aircraft leased by Virgin Nigeria can be found at Exhibit VNA-006.
Under the ACMI lease agreements with BH Air and Virgin Atlantic Airways respectively, the Bulgarian Civil Aviation Authority and the United Kingdom Civil Aviation Authority with address at 9 Diakon Ignatii Street, Sofia 1000 Bulgaria and Great Minster House, 76 Marsham Street, London U.K. SW1P 4DR, respectively, have regulatory jurisdiction over some of Virgin Nigeria’s flight operations.
Virgin Nigeria is in the process of converting the ACMI leases to dry leases subject to recruiting and training constraints.
Virgin Nigeria anticipates having 4 A340s and 7 B737 aircraft by the second year of operations, and has recently taken delivery of the first of these Boeing 737-300 aircraft.
If the present permit application is granted as proposed, Virgin Nigeria plans to start the service with an ACMI leased Airbus 340-311 from Virgin Atlantic Airways to operate the route to the United States. As part of Virgin Nigeria’s future fleet planning, we are also in talks with Boeing regarding its Boeing 767, 777 or 787 series with a view to utilizing this aircraft in the future on the route to the United States.
Further details concerning Virgin Nigeria’s lease arrangements can be found at Exhibit VNA-007.
15. Other agreements with air carriers. As noted above, Virgin Nigeria has concluded ACMI agreements with both Virgin Atlantic Airways and BH Air. In addition, on September 1, 2004, the Nigerian government selected Virgin Atlantic as the technical partner for Virgin Nigeria following months of audits and due diligence by
technical advisors hired by the Ministry of Aviation. The resulting shareholder, brand and technical services agreements give the technical partner the ability to recommend certain key officers to the Board and to audit the airline to ensure its safety. This is necessary because some required skills are not currently available in Nigeria. High quality non-Nigerians have been recommended and hired for the positions of Chief Executive Officer, Chief Operations Officer, and Chief Financial Officer. This will help facilitate safe aviation practices. The non-Nigerians are explicitly required to seek a Nigerian to replace them as part of succession planning and the Human Resources Department will hold each of them accountable for this as part of their annual performance review process. The 51:49 equity structure was designed to ensure that the technical partner has a financial stake in the resulting flag carrier and will remain committed to ensure that the highest level of technical expertise and safety is provided to Virgin Nigeria.
16. Financial resources/Capitalization. The company received initial capitalization of $50 million from its shareholder group, in proportion to their share interests. (For a breakdown of precise share interests, see the chart set forth in paragraph 5.) The 51% Nigerian shareholding was secured via a private placement to Institutional Investors which was undertaken by Investment Banking & Trust Company Limited (IBTC), Nigeria’s premier investment bank. Criteria were specified by the issuing house, IBTC to ensure the highest quality of Nigerian investors.
The private placement was limited only to Nigerian registered institutions that had been in existence for at least three years before January 1, 2004, and that had a minimum total net financial assets of N=350 million ($1.5 million) and that did not have any material interest in any airline registered in Nigeria by the NCAA as a Nigerian carrier and operating with Nigeria as its home base. Investors were also required to provide corporate documents, tax clearance certificates and a statement of their debt profile. The process was completed on schedule, and the private placement was substantially subscribed.
The Nigerian shareholders as a group, have a Shareholders Representative, Chief S. Adegbite, who coordinates shareholder activities and also serves as Chairman of Wema Bank, Oasis Insurance and other Nigerian companies. It is intended that Nigerian share ownership in Virgin Nigeria will be widened to more Nigerian investors as soon as feasible through an initial public offering and listing on The Nigerian Stock Exchange.
17. Financial results. Virgin Nigeria is a start-up carrier which had no commercial operations at the time of the 2004/5 year end and accounts. The profit and loss summary for the period between January 7, 2004 and February 28, 2005 are Exhibit VNA-008.
18. State support. As a privately owned carrier, the Government of Nigeria has no ownership stake in Virgin Nigeria, and does not provide direct financial support or subsidy to the carrier. As a new business and employer, Virgin Nigeria has received a short-term exemption from import duties, to ensure Virgin Nigeria is able to import equipment essential to ensure that the security, safety and operational quality of the airline continues to meet international standards. Virgin Nigeria also receives tax credits for staff training expenses. This tax incentive was created to encourage employers to develop the skills of their Nigerian workers. Similar tax credits are available to other private employers in Nigeria.
19. Traffic forecasts. An estimate of the total traffic and the financial results of the proposed services for the first two years of operations on the initial Lagos to New York route can be found in Exhibit VNA-009.
20. Designation. Virgin Nigeria has been formally designated by the Federal Government of Nigeria in accordance with the Air Transport Agreement between The Government of The United States Of America and The Government of The Federal Republic of Nigeria. See VNA-010.
21. Bilateral Agreement. Nigeria and the U.S. have concluded an Open Skies bilateral air service agreement. This agreement has been subject to a phase-in process, with the last of the phase-in limitations scheduled to expire on March 31, 2006. Thus, there is a firm bilateral basis for the grant of the authority requested herein. Virgin Nigeria has been assured by the Government of Nigeria that it would be open to air service by any properly authorized U.S. air carrier, a view which has been expressed by Nigerian Government officials on visits to the United States Department of Transportation.
22. Safety or tariff violations, accidents. Virgin Nigeria has not been involved in any safety or tariff violations or any accidents since the commencement of operations.
23. Warsaw Liability Waiver. The original and 3 copies of OST Form 4523 will be filed directly with the Department of Transportation.
24. Fuel consumption. The introduction of the services proposed by Virgin Nigeria will involve a near-term net annual change in aircraft fuel consumption exceeding 10 million gallons, constituting a “major regulatory action” under the Energy Policy and Conservation Act, as implemented by 14 CFR Part 313. According to Virgin Nigeria estimates, the annual fuel burn for its proposed Lagos – New York/Newark roundtrip will be 17.6 million gallons. Virgin Nigeria does not anticipate encountering any difficulty in obtaining adequate supplies of fuel for its proposed services from existing sources. Moreover, Virgin Nigeria believes that the public benefits of convenient new nonstop service between Nigeria and the United States warrant and offset any increased fuel consumption that, by necessity, will accompany the introduction of this new air service.
25. Aviation Disaster Assistance/Passenger Manifest Rules. Virgin Nigeria has adopted a plan to comply with the Aviation Disaster Family Assistance Act. A copy of that plan will be filed with the Department and National Transportation Safety Board. Pursuant to 14 CFR Part 243, Virgin Nigeria also will file its Passenger Manifest Compliance Plan with the Department.
As shown above, Virgin Nigeria meets each of the Department’s criteria for the issuance of a Foreign Air Carrier Permit. Prompt approval of this Application would be warranted, given the open skies bilateral aviation relationship between the United States and Nigeria, and the Department’s own policy of supporting the development of private sector aviation in Africa.
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Dated: December 22, 2005
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CERTIFICATE OF SERVICE
I hereby certify that on this 22nd day of December 2005, a copy of the foregoing application was served in accordance with the Department’s Rules of Practice on the parties named below.
Carl Nelson, Jr.
Associate General Counsel
AMERICAN AIRLINES
1101 17th Street, N.W.
#600
Washington, D.C. 20036
carl.nelson@
Stephen Lachter
ASTAR AIR CARGO
Lachter & Clements
1150 Connecticut Avenue, N.W.
Suite 900
Washington, D.C. 20036
lachtcr@
Gary Garofalo
AIR TRANSPORT INTL
Garofalo, Goerlich and Hainbach
1200 New Hampshire Avenue, N.W
Suite 800
Washington, D.C. 20036
ggarofalo@ggh-
Hershel Kamen
CONTINENTAL AIRLINES
Dept. HQSGV
P.O. Box 4607
Ilouston, TX 772 10-4607
hkamen@
Charlene Kennedy
DELTA AIR LINES
1275 K Street, N.W.
Suite 1200
Washington, D.C. 20005
charlene.kennedy@
Tom Lydon
EVERGREEN INTERNATIONAL
140 1 New York Avenue, NW
Suite 530
Washington, DC 20005-2 147
tom.lydon@
Angela Garbuzinski
FEDERAL EXPRESS
3620 Hacks Cross Road
Building B, 3rd Floor
Memphis, TN 3 8 125
anbird@
Marshall Sinick
FLORIDA WEST INTERNATIONAL
Squire, Sanders & Dempsey
1201 Pennsylvania Avenue, N.W., #400
Washington, D.C. 20004
msinick@
Mark Atwood
KALITTA AIR
Sher & Blackwell
1850 M Street, NW
Suite 900
Washington, DC 20036
matwood@
Megan Rae Rosia
NORTHWEST AIRLINES
901 15th Street, N.W.
#500
Washington, D.C. 20005
megan.rosia@
Kevin Montgomery
POLAR AIR
1747 Pennsylvania Avenue, NW
Suite 875
Washington, DC 20006
kevin.montgomery@
Jeffrey Manley
UNITED AIRLINES
Wilmer Cutler Pickering Hale and Dorr LLP
2445 M St., N.W.
Washington, D.C. 20037
jeffrey.manley@
David Vaughan
UPS
Kelley, Drye & Warren
1200 19th Street, N.W.
Suite 500
Washington, D.C. 20036
dvaughan@
Howard Kass
US AIRWAYS
2345 Crystal Drive
Alexandria, VA 22227
howard_kass@
Mark McMillin
WORLD AIRWAYS, INC.
HLH Building
I 0 1 World Drive
Peachtree City, GA 30269
mcmillin@
James Ballough
Flight Standards Service
Federal Aviation Administration
800 Independence Avenue, S.W.
Room 821
Washington, DC 20591
jim.ballough@
John Richardson
AMERIJET INTERNATIONAL
John L. Richardson
555 13th Street, N.W.
Suite 420 West
Washington, D.C. 20005
JRichardson@
Moffett B. Roller
Counsel for Gemini Air Cargo
Roller & Bauer, PLLC
1020 Nineteenth Street, N.W., Suite 400
Washington, DC 20005
mroller@
Russell E. Pommer
Associate General Counsel and Director of
Regulatory Affairs
Atlas Air, Inc.
1747 Pennsylvania Ave., N.W., Suite 875
Washington, DC 20006
rpommer@
R. Bruce Keiner, Jr.
Lorraine B. Halloway
Counsel for Continental Airlines
Crowell & Moring LLP
1001 Pennsylvania Avenue, N.W.
Washington, DC 20004
rbkeiner@
lhalloway@
Robert E. Cohn
Counsel for Delta Air Lines
Hogan & Hartson LLP
555 13th Street, N.W.
Washington, DC 20004
recohn@
John Byerly
Deputy Assistant Secretary of Transportation Affairs
Department of State
2201 C Street, NW
Washington, D.C. 20520
byerlyjr@
John A. Morganti, Manager
New York International Field Office, EA29
Federal Aviation Administration
AMB Cargo Building #75, Room 238
JFK International Airport
Jamaica, NY 11430
Nancy S. Sparks
Managing Director
Regulatory and Industry Affairs
Federal Express Corporation
1101 Pennsylvania Avenue, N.W.
Suite 600
Washington, D.C. 20004
nssparks@
William DeCota
Director
Bradley Rubinstein
Manager, Industry and Regulatory
Relations
Aviation Department
Port Authority of New York and New
Jersey
225 Park Avenue South, 9th Floor
New York, NY 10003
brubinst@
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December 22, 2005
EXHIBITS
VNA-001
Greater than 5% Shareholders
of Virgin Nigeria
UBA Group (5%)
The UBA Group, via two of its subsidiaries and associates, STB Capital Markets and HEIRS Insurance, holds five (5) per cent of the stock of Virgin Nigeria.
Name and citizenship of each person holding five percent or more
of the entire capital of UBA Group
Citizenship % Holding
(a) Nigerian public - Nigerian 71.68
(b) First Dominion Investments Ltd - Nigerian 8.41
(c) Consolidated Trust Funds - Nigerian 6.37
The United Bank for Africa Plc (new UBA) is the product of a merger of Nigeria’s third (3rd) and fifth (5th) largest banks, UBA and Standard Trust Bank Plc respectively. The union is the first successful merger transaction in the history of the Nigerian banking sector and was born out of a desire to lead the sector to a new era of global relevance by championing the creation of the Nigerian consumer finance market and leading a private/public sector partnership aimed at accelerating the economic development of Nigeria.
Today, new UBA is the largest financial services institution in sub-Saharan Africa (excluding South Africa) with a Balance Sheet size in excess of four hundred billion naira (N400b), active customer accounts in excess of two million (2m) and a network of over four hundred (400) retail distribution outlets across Nigeria as well as presence in New York, Grand Cayman Island and Ghana.
The Group comprises:
• UBA plc (the Bank);
• UBA Global Markets Limited (the Investment Banking business);
• UBA Capital & Trust Limited (the asset management business);
• Insurance operations undertaken through Central Insurance Company Limited and HEIRS Insurance Limited.
Dantata Investment & Securities (10%)
Alhaji Aminu Alhassan Dantata and his family (all Nigerian) hold 100% of Dantata Organization. The Directors of the Dantata Organization are as follows:
(a) Alhaji Aminu Alhassan Dantata - Chairman
(b) Alhaji Tajudeen Aminu Dantata - Group Managing Director
(c) Alhaji Sadik Aminu Dantata - Deputy Group Managing Director
(d) Alhaji Hassan Aminu Dantata - Managing Director
(e) Dalhatu M. Gwarzo - Executive Director
Dantata Investment and Securities limited (DISC) was incorporated in 1975 as a wholly owned subsidiary company of Dantata Organization Limited – a business conglomerate made up of thirty four (34) subsidiary companies and several associate firms with interests in Manufacturing, Construction, Property Development, Banking and Finance, Agriculture and Agro-Allied, Telecommunications, Oil and Gas Exploration and Production etc. Initially the business started as Alhassan Dantata and Sons as far back as the 1940’s with Produce Marketing and later expanded into Dantata Organization Limited under the Chairmanship of Dr Aminu Alhassan Dantata; a Nationally renowned Nigerian business veteran.
DISC represents the wide-ranging investments and interests of Dantata Organization Limited; carrying out the business of acquisition of and trading in shares in both quoted and unquoted companies, money market transactions as well as investment in properties.
Capital Alliance (11.25%)
Name and citizenship of each person holding five percent or more
of the entire capital of Capital Alliance
Citizenship % Holding
(a) Mr. Okechukwu Enelamah - Nigerian 17.40
(b) Mr. Thomas Barry - American 17.40
(c) Mr. Richard L. Kramer - American 13.05
(d) Mr. Pascal Dozie - Nigerian 13.05
(e) Mallam Mohammed Hayatu-Deen - Nigerian 13.05
(f) Chief Ernest Shonekan - Nigerian 13.05
(g) Arnold Ekpe - Nigerian 10.00
Capital Alliance Nigeria ("CAN"), the Nigerian subsidiary of African Capital Alliance is the pioneer private equity investment firm in Nigeria (established in 1998).
With aggregate capital commitment of $65 million, Capital Alliance seeks to make equity and equity-related investments in businesses primarily based in Nigeria and more generally in Africa.
ACA's approach is to partner with exceptional management teams, with significant equity stakes, to build the long-term value of businesses well positioned in high potential industries or market niches.
Capital Alliance’s investment focus is generally on businesses having outstanding potential for capital appreciation. They are building a diversified portfolio focused on high potential growth areas, including IT/telecommunications, outsourcing of services, media, healthcare, oil & gas, logistics, transport and manufacturing for export. Secondary focus is placed on companies well positioned due to deregulation, privatization and restructuring of African economies.
VNA-002
Greater than 5% Shareholders
of Virgin Atlantic Airways Ltd.
Entity Citizenship Holding
(a) Singapore Airlines Limited Singapore 49,000 Preference Shares
(b) Virgin Holdings Limited United Kingdom 51,000 Preference Shares
(c) Singapore Airlines Limited Singapore 1,370,676 Ordinary Shares
(d) Virgin Investments S.A. Switzerland 1,426,621 Ordinary Shares
VNA-003
Directors – Virgin Nigeria
Full Name: Felix Aziobeoje Omoikhoje OHIWEREI - Chairman
Residential Address: 5, Queens Drive Ikoyi, Lagos Nigeria
Office Address: 27/29 Adeyemo Alakija street Fortune Towers, 5th floor, Victoria Island Lagos, Nigeria
Citizenship: Nigerian
Business Occupation: Non-Executive Director
Other Directorships: Unilever, Nigerian Breweries Plc, Nigerian Investment Promotion Council, NNB International Bank
Interest in any U.S Carrier: None
Interest in any other foreign carrier: None
Interest in any persons engaged in the business of aeronautics: None
Interest in any common carrier, or any person whose principal business is the holding of stock in, or control of, any carrier: None
Full Name: Tajudeen Aminu DANTATA - Non-Exec Director
Residential Address: 175/177 Sarari Quarters, Dala Local Government Area, Kano State, Nigeria.
Office Address: 66/67 Murtala Mohammed Road, PO Box 84, Kano
Citizenship: Nigerian
Business Occupation: Group Managing Director
Other Directorships: Dantata Organisation
Interest in any U.S Carrier: None
Interest in any other foreign Carrier: None
Interest in any persons engaged in the business of aeronautics: None
Interest in any common carrier, or any person whose principal business is the holding of stock in, or control of, any carrier: None
Full Name: Adeboye SHONEKAN - Non-Exec Director
Residential Address: Danish House, 4 Walter Carrington Crescent, Victoria Island Lagos, Nigeria
Office Address: Nigeria-German Chemicals Plc, Plot 144 Oba Akran Avenue, Ikeja Lagos-Nigeria
Citizenship: Nigerian
Business Occupation: Lawyer
Other Directorships: Nigerian German Chemicals, Unic Insurance Plc
Interest in any U.S Carrier: None
Interest in any other foreign carrier: None
Interest in any persons engaged in the business of aeronautics: None
Interest in any common carrier, or any person whose principal business is the holding of stock in, or control of, any carrier: None
Full Name: Bismarck Jemide REWANE - Non-Exec Director
Residential Address: 3, Olosa Street Victoria Island, Lagos P.O. Box 53772 Ikoyi-Lagos Nigeria
Office Address: 11 Goriola Street off Adeola Odeku Street Victoria Island
Lagos, Nigeria
Citizenship: Nigerian
Business Occupation: Economist/Investment Banker
Other Directorships: Financial Derivatives Company Ltd, First City Monument
Bank Ltd, Nigerian Economic, Group First City Asset & Mgt
Ltd, Summit, FSB International Bank Plc, Modant Marine
Ltd, Top Feeds Ltd, City Securities Ltd, Delta Packaging
Ltd.
Interest in any U.S Carrier: None
Interest in any other foreign carrier: None
Interest in any persons engaged in the business of aeronautics: None
Interest in any common carrier, or any person whose principal business is the holding of stock in, or control of, any carrier: None
Full Name: Arnold Onyekwere EKPE - Non-Exec Director
Residential Address: Flat A5, 4 - 8 MacDonald Road,
Ikoyi, Lagos, Nigeria
Nationality: Nigerian
Business Occupation: Banker, Chief Executive, Ecobank Group
Office Address c/o Capital Alliance Nigeria, 8th Floor, C & C Towers,
Plot 1684, Sanusi Fafunwa Street, Victoria Island Lagos
Nigeria
Other Directorships: Ecobank Group, Capital Alliance
Interest in any U.S Carrier: None
Interest in any other foreign carrier: None
Interest in any persons engaged in the business of aeronautics: None
Interest in any common carrier, or any person whose principal business is the holding of stock in, or control of, any carrier: None
Full Name: John Adeniyi ADEBANJO – Non-Exec Director
Residential Address: 6, Obafemi Anibaba Street, Lekki Peninsular, Victoria Island, Lagos, Nigeria
Office Address: ALML, Third Floor, Murtala Mohammed Airport, Ikeja, Lagos
Nationality: Nigerian
Occupation: Engineer
Other Directorships: Aviation Logistics and Management Limited (ALML), Aviation Logistics Security Agency, Aviation Logistics and Transportation Services, Leadman Associates, African Professional Resources Development Agency
Interest in any U.S Carrier: None
Interest in any other foreign carrier: Virgin Atlantic’s Country Representative
Interest in any persons engaged in the business of aeronautics: None
Interest in any common carrier, or any person whose principal business is the holding of stock in, or control of, any carrier: None
Full Name: Stephen Blakeney RIDGWAY - Non-Exec Director
Residential Address: Wistaria Cottage, 174 Castle St, Portchester, Hants, PO16 9QH UK
Office Address: Virgin Atlantic Airways, The Office, Manor Royal Crawley, West Sussex, RH10 9NU
Nationality: British
Business Occupation: Chief Executive, Virgin Atlantic Airways Limited
Other Directorships: Virgin Atlantic Airways Limited, Virgin Freeway Limited, Virgair Limited, Virgin Atlantic Consol Limited, Reynard Aviation Limited, Speed 5024 Limited, Greenart Limited, Fordbar Services Limited, Virgin Travel group Limited, Virglease (2) Limited, Virgin Aviation Services Limited, Virgin Holidays Limited, Virgin Atlantic Engineering Limited, Virgin Atlantic Limited, Campden Securities Limited, Junopart Limited, Route Builders Limited, Virglease Limited, Voyager Nominees Limited, Virign Aeronautics Limited, Virgin Airways Limited, Openride Limited, Public Eye Promotions Limited, Worldwide Travel of East Anglia Limited, Virglease (3) Limited, Check-in Holidays Limited, West Hill School Trust Limited, 2 Argyll Road Management Limited, Virgin Atlantic Foundation, VAL Trademark Five Limited, VAL Trademark Four Limited, VAL Trademark Three Limited, VAL Trademark two Limited
Interest in any U.S Carrier: None
Interest in any other foreign carrier: Virgin Atlantic Airways
Interest in any persons engaged in the business of aeronautics: None
Interest in any common carrier, or any person whose principal business is the holding of stock in, or control of, any carrier: None
Full Name: Julie Helen SOUTHERN – Non-Exec Director
Residential Address: Aldersey House, Lower Froyle, Alton, Hants, GU34 4LL, UK
Office Address: Virgin Atlantic Airways, The Office, Manor Royal Crawley, West Sussex, RH10 9NU
Nationality British
Business Occupation: Chief Financial Officer, Virgin Atlantic
Other Directorships: Virgin Atlantic Airways Limited, Virgin Freeway Limited, Virgair Limited, Virgin Atlantic Consol Limited, Reynard Aviation Limited, Speed 5024 Limited, Greenart Limited, Fordbar Services Limited, Virgin Travel group Limited, Virglease (2) Limited, Virgin Aviation Services Limited, Virgin Holidays Limited, Virgin Atlantic Engineering Limited, Virgin Atlantic Limited, Campden Securities Limited, Junopart Limited, Route Builders Limited, Virglease limited, Voyager Nominees Limited, Virign Aeronautics Limited, Virgin Airways Limited, Openride Limited, Public Eye Promotions Limited, Worldwide Travel of East Anglia Limited, Virglease (3) Limited, Check-in Holidays Limited, West Hill School Trust Limited, 2 Argyll Road Management Limited, Virgin Atlantic Foundation, VAL Trademark Five Limited, VAL Trademark Four Limited, VAL Trademark Three Limited, VAL Trademark two Limited
Interest in any U.S Carrier: None
Interest in any other foreign carrier: Virgin Atlantic
Interest in any persons engaged in the business of aeronautics: None
Interest in any common carrier, or any person whose principal business is the holding of stock in, or control of, any carrier: None
Full Name Conrad Frederick James Clifford - Executive Director (CEO)
Residential address: Flat 1, Roman Gardens, Louis Solomon Close Victoria Island Lagos Nigeria
Office Address: Ark Towers, 3rd Floor, 17 Ligali Ayorinde, Victoria Island, Lagos
Nationality British
Business Occupation: Chief Executive Officer, Virgin Nigeria
Other Directorships: None
Interest in any U.S Carrier: None
Interest in any other foreign carrier: None
Interest in any persons engaged in the business of aeronautics: None
Interest in any common carrier, or any person whose principal business is the holding of stock in, or control of, any carrier: None
Full Name: Frederick Christopher SMYTH – Executive Director (CFO)
Residential address: House 33A Road 12, Victoria Garden City, Lekki-Epe Expressway, Lagos Nigeria
Office Address: Ark Towers, 3rd Floor, 17 Ligali Ayorinde, Victoria Island, Lagos
Nationality: South African
Business Occupation: Chief Financial Officer, Virgin Nigeria
Other Directorships: None
Interest in any U.S Carrier: None
Interest in any other foreign carrier: None
Interest in any persons engaged in the business of aeronautics: None
Interest in any common carrier, or any person whose principal business is the holding of stock in, or control of, any carrier: None
Full Name Steve Clarke - Executive Director (COO)
Residential address: Apartment C 16, Niger Towers, 51-55, Glover Road, Ikoyi-Lagos, Nigeria
Office Address: Virgin Nigeria, 3rd Floor, Murtala Mohammed Airport, Ikeja, Lagos
Nationality: British
Business Occupation: Chief Operating Officer, Virgin Nigeria
Other Directorships: None
Interest in any U.S Carrier: None
Interest in any other foreign carrier: None
Interest in any persons engaged in the business of aeronautics: None
Interest in any common carrier, or any person whose principal business is the holding of stock in, or control of, any carrier: None
VNA-004
Officers and Key Management Personnel
Officers
Conrad Clifford
Residential address: Flat 1, Roman Gardens, Louis Solomon Close Victoria Island Lagos Nigeria
Office Address: Ark Towers, 3rd Floor, 17 Ligali Ayorinde, Victoria Island, Lagos
Citizenship: British
Position: Chief Executive Officer, Virgin Nigeria
Conrad F. Clifford started his aviation career in 1981 at John Swire and Sons Hong Kong Ltd, Cathay Pacific Airways in a variety of trainee positions in various locations which included Seoul, Bangkok, Hong Kong, Port Moresby and Taipei. He then rose to handle a range of Managerial positions from 1986 to 1995. Conrad then moved to Virgin Atlantic Airways as the General Manager Commercial. He was the Crisis Commander for VAA after the event of the 9/11 world trade center handling the day to day management of all areas of the airline in the event of emergencies. During his 8 year stay in VAA he supported Richard Branson to negotiate their entry into Nigeria and was responsible for setting up their operations. He also set up South Africa and India for Virgin.
In 2002 he became the Commercial Director of Menzies Aviation Group Plc and rose to Director Asia, South Pacific and Africa. Under his watch he turned Hong Kong and Australia from significant loss makers in 2003 to profitability in 2004. He also set up franchise packages and over saw set ups for ground handling operations in Senegal, Equatorial Guinea and Niger. He became the Chief Executive Officer of Virgin Nigeria Airways Limited, December 2005.
Conrad holds an MA (Hons) from Cambridge and a Masters of Business Administration (MBA) MBA from Durham.
Larry Agose
Residential Address: Plot 7, Block 6, A Series, Lekki Peninsula, Lagos, Nigeria
Office Address: Ark Towers, 17 Ligali Ayorinde street Victoria Island Lagos, Nigeria
Citizenship: Nigerian
Position: Head of Public Affairs, Virgin Nigeria
Agose, a veteran public relations practitioner, spent 26 years managing the PR function of Nigerian Breweries PLC, the largest publicly quoted company on the Nigerian stock exchange.
A graduate of Mass Communication from the University of Lagos, Agose was a one-time Editor of Sunday Express, a title in the Express Group of Newspapers, Nigeria.
He joined Nigerian Breweries in 1979 as Media Relations Manager, following which he variously held the position of Public Relations Manager for the company’s Lagos, East and Midwest Regions between 1983 and 1994. He became the Public Relations Adviser in 1995 and was elevated to the position of Senior Manager/Executive Committee Member in 2000.
Larry is a Fellow of the Nigerian Institute of Public Relations and 1st National Vice President of the University of Lagos Alumni Association.
Adeola Bali
Residential Address: 7A Grace Anjous Drive, Lekki Phase One, Lagos, Nigeria
Office Address: Ark Towers, 17 Ligali Ayorinde Street, Victoria Island Lagos, Nigeria
Citizenship: Nigerian
Position: Head of Planning, Virgin Nigeria
Prior to joining the Management Team of Virgin Nigeria, Adeola spent 4 years at Oando Plc, a dynamic Nigerian conglomerate, where she was the Head, Human Capital Management.
During her time at Oando she was also Change Manager involved in the Change program following the transition of Oando from a Government to wholly private company and also for the change management aspects of the integration of two Companies following the merger of Agip Nigeria Plc and Unipetrol Nigeria Plc, two of the largest downstream oil marketing companies in Nigeria at the time.
She previously spent 11 years with the Financial Services Authority UK and 6 years with Price Water House Coopers.
Adeola obtained her B.Sc in Business Economics and Accounting from the University of Southampton UK, and later qualified as a Chartered Accountant.
Victor Banjo
Residential Address: Plot 7a Hakeem Olaogun Dickson Street, Lekki Phase One, Lagos, Nigeria
Office Address: Ark Towers, 17 Ligali Ayorinde street Victoria Island Lagos, Nigeria
Citizenship: Nigerian
Position: Human Resources Director, Virgin Nigeria
Prior to joining the management of Virgin Nigeria, Victor spent 4 years with British American Tobacco (Nigeria) Group of Companies (BAT), one of the foremost multinationals in Nigeria, eventually becoming their Human Resource Director.
Victor is a Fellow, Institute of Chartered Trustees Nigeria; Associate Member of the Institute of Directors Nigeria; Member of the Nigerian Institute of Management and Member of the Director Development Committee of the Institute of Directors Nigeria (IoD).
He is a graduate of the Obafemi Awolowo University, Ile-Ife, from where he obtained a Bachelor of Arts degree in English Studies. He also holds a Postgraduate Diploma in Human Resource Management from the University of North London as well as a Postgraduate Certificate in Education focusing on Adult Learning from the University of Greenwich, both in the United Kingdom.
Steve Clarke
Residential address: Apartment C 16, Niger Towers, 51-55, Glover Road, Ikoyi-Lagos, Nigeria
Office Address: Virgin Nigeria, 3rd Floor, Murtala Mohammed Airport, Ikeja, Lagos
Citizenship: British
Position: Chief Operating Officer, Virgin Nigeria
Steve Clarke has a 37-year career as an engineer, starting off as a Trainee Engineer leading to a great deal of experience at middle and senior management levels.
Steve spent 14 years with Kenya Airways, 12 of which as Technical Director, and before which he was General Manager, Engineering. Before joining Virgin Nigeria he held the post of C.E.O. Royce Consulting Limited – Aviation & Management Consultants, Technical Director Kenya Airways Limited, C.E.O. Kenya Flamingo Airways (a subsidiary of Kenya Airways).
Prior to that Steve held various technical and management positions in British Airways and Rolls Royce.
He holds both a B.Tech and an MSC in Mechanical Engineering. He is also a Chartered Engineer, a member of Institute of Mechanical Engineers as well as a Member of the Royal Aeronautical Society
Graham Keddie
Residential Address: Flat 6, Roman Gardens, Louis Solomon Close Victoria Island, Lagos, Nigeria
Office Address: Ark Towers, 17 Ligali Ayorinde street Victoria Island, Lagos, Nigeria
Citizenship: British
Position: Chief Commercial Officer, Virgin Nigeria
Graham has 17 years experience in the aviation sector having held senior positions in a number of airports and airlines, 12 years of which was spent with Cathay Pacific Airways in Asia.
Most recently, from 2001 until 2005, Graham was Managing Director, Regional Airports Division, Manchester Airport Group. Previously he held the position of Commercial Director at Air Partner PLC.
Prior to that Graham was a Member of House Staff at John Swire and Sons. During his time at The Swire Group, Graham held a wide variety of positions including Director and General Manager, Hong Kong Airport Services; Chief Operating Officer at Aircrew Ltd, Hong Kong and a number of positions at Cathay Pacific Airways including, Head of Customer Relations and Country Manager in both The Philippines and Indonesia.
Graham qualified as a solicitor after graduating from the University of Aberdeen.
Dr Yemi Osindero
Residential Address: House 4, Plot 9; Block 8 Federal Govt. Layout Osborne Rd, Ikoyi, Nigeria
Office Address: Ark Towers, 17 Ligali Ayorinde Street Victoria Island, Lagos, Nigeria
Citizenship: Nigerian
Position: Head of Corporate Development, Virgin Nigeria
Dr Yemi Osindero is a co-founder of Virgin Nigeria and was one of the Interim Directors. Prior to that, he was with Virgin Management Limited, where he worked as an Investment Manager, responsible for strategy and new business development for various Virgin Group companies.
Before joining the Virgin Group his career was spent in investment banking with Goldman Sachs and Hawkpoint Partners, where he provided a broad range of strategic and financing advisory services to clients across Europe, working on transactions such as the privatization and initial public offering of Statoil, the sale of Amey Group plc and the acquisition of DFS plc. Prior to that, he worked as an Engineer with Mobil Producing Nigeria Unlimited.
Yemi holds a BEng in Chemical Engineering and a PhD in Improved Oil Recovery, both from Bath University.
Chris Smyth
Residential address: House 33A Road 12, Victoria Garden City, Lekki-Epe Expressway, Lagos, Nigeria
Office Address: Ark Towers, 3rd Floor, 17 Ligali Ayorinde, Victoria Island, Lagos, Nigeria
Citizenship: South African
Position: Chief Financial Officer, Virgin Nigeria
Chris has 26 years of finance experience since qualifying as a registered Chartered Accountant in South Africa.
He served as Group Finance Director and a Member of the Board of Directors of Kenya Airways from 2001 to 2004, during which time the airline was turned around from a near-loss position to the most profitable airline within Africa and the 5th most profitable airline in the world.
He was also the Group Finance Director of National Airways Corporation and has held a variety of senior finance roles in several other industries, including telecoms, manufacturing, hospitality, printing and publishing.
Chris graduated with a Bachelors Degree in Commerce and a Postgraduate qualification in Accounting from the University of Natal in Durban, South Africa.
Key Management Personnel
Adefunke Adeyemi
Residential Address: 1, Idris Alooma Close, Off Kosoko Drive, University of Lagos, Akoka Yaba, Lagos, Nigeria
Office Address: Ark Towers, 17 Ligali Ayorinde street Victoria Island, Lagos, Nigeria
Citizenship: Nigerian
Position: Manager, Legal Services and Company Secretary
Prior to joining Virgin Nigeria, Adefunke was a Senior Associate with legal firm F.O. Akinrele & Co., one of the leading Nigerian law firms, where she gained experience in commercial, corporate and employment law.
Funke is a Fellow of the Cambridge Commonwealth Society, won the Cambridge Commonwealth Scholarship award 2000-2001 and was also awarded the Distinguished Student’s Award by the Law Society University of Lagos.
She was a member of the Review Committee of the Nigerian Maritime Lawyers Association on the Domestication of the Hamburg Rules into Nigerian Law in 2004 and a Member of the Legal Defense and Development Project (LEPAD).
She obtained her LL.B. in Law from the University of Lagos and was called to the Nigerian Bar in 1999. She went ahead to study International Commercial Law at the University of Cambridge, where she obtained a Masters of Law (LLM). She also has a diploma in Data Processing from the University of Lagos
Jimoh Akadiri
Residential Address: 2 Alafia Street, Olambe Akute, Lagos, Nigeria
Office Address: Ark Towers, 17 Ligali Ayorinde Street Victoria Island, Lagos, Nigeria
Citizenship: Nigerian
Position: Financial Controller
He was previously with Guinness, where he spent 6 years, eventually becoming Finance Controller of Guinness Nigeria Plc where he developed, or implemented a number of automated business processes / corporate governance initiatives including the Diageo global reporting system and Sarbanes-Oxley Corporate Compliance Framework in addition to being the tax manager for Guinness Nigeria for over four years. He moved from Guinness Nigeria into consulting as the managing director of Odusoft Consults (an Associate of Procept Associate, Canada) in the fourth quarter of 2004.
He started his career with UAC / Unilever Nigeria a well known Nigerian multinational, where he spent 5 years.
He is a Fellow of the Institute of Chartered Accountants of Nigeria, an Associate of the Chartered Taxation Institute and a member of the Project Management Institute of Nigeria.
Jimoh did a degree in management (majoring in accounting) from University of Calabar in 1984.
Toyin Agoro
Residential Address: Flat 2, Plot 7 Oba Idowu Oniru Street, Oniru Estate, Off Lekki Expressway, Lagos, Nigeria
Office Address: Ark Towers, 2nd Floor, 17 Ligali Ayorinde Street Victoria Island, Lagos, Nigeria
Citizenship: Nigerian
Position: Head of IT
Ms. Agoro has 15 years of IT management experience including 12 years in senior management positions. She is a seasoned manager with a proven track record in the successful development and implementation of IT and Telecoms strategies with a Masters in Business Administration and an MSc with Distinction in Information System Engineering.
Alastair Henry
Residential Address: Flat 5, 5 Alshonny Highway, Sam Shonibare Estate, G.R.A. Ikeja, Lagos, Nigeria
Office Address: Virgin Nigeria, 3rd Floor, Murtala Mohammed Airport, Ikeja, Lagos
Citizenship: British
Position: Quality Assurance Manager
Alastair is an Engineer with nearly 30 years’ experience.
Prior to joining Virgin Nigeria Airways, Alastair was with Virgin Atlantic where he held senior posts such as Certifying Engineer, Quality Assurance Engineer and Senior Airworthiness Surveyor.
He started his career training with the Royal Navy and later obtained his City & Guilds Certificate in Aeronautical Engineering in 1981. After his certification of Competency to supervise Aircraft Maintenance, he became Technical Instructor with the British Aerospace for Airframes & Engines.
He holds technical qualifications for the Boeing 747-100/200 CRS & PW JT9D, Boeing 747-400 & CF6-80C2 CRS, the Rolls Royce RB211-524D4 CRS and Airbus A340 & CFM56-5C CRS.
Captain Jason Holt
Residential Address: Flat 5, 5 Alshonny Highway, Sam Shonibare Estate, G.R.A. Ikeja, Lagos, Nigeria
Office Address: Virgin Nigeria, 3rd Floor, Murtala Mohammed Airport, Ikeja, Lagos
Citizenship: British
Position: Director, Flight Operations
Jason spent 11 years with Virgin Atlantic Airways, responsible for the operational troubleshooting of its network and fleet of Boeing and Airbus aircraft. He is now responsible to for the establishment of Virgin Nigeria’s operating Boeing aircraft on international and domestic routes.
Prior to that he spent 13 years with the Royal Air Force as a pilot, Squadron Leader Flight Commander (principally Middle East and Gulf war), and advising the Government, Air Force Board members, and senior managers on operational strategic policy.
Jason holds a UK Airline Transport Pilot’s licence. Captain qualified on the A340, Shorts Sc7 100 Skyvan, VC10 C Mk 1, VC10 K Mk 2/3, BAe 1-11 500 Series, BAe 748. BAe Jetstream Mk1, Brittan Norman Turbine & Piston Islander, Hawk T Mk 1, Jaguar T Mk 2, Hunter T Mk 7, Jet Provost T Mk 5a, Bulldog T Mk 1, Cessna 206 and PA38. Royal Air Force Flying Scholarship.
Jason holds degrees in Law, Psychology, as well as an MBA from London Business School. Jason also trained at the formerly military Empire Test Pilots' School.
Michael Igbodipe
Residential Address:
Office Address: Virgin Nigeria, 3rd Floor, Murtala Mohammed Airport, Ikeja, Lagos
Citizenship: Nigerian
Position: Security Manager
Michael is an experienced commercial security professional. Prior to joining Virgin Nigeria, he served as the Head of Security for the first on-line National Sport Lottery and as regional security manager for MTN Nigeria, an International Telecommunications company.
Michael holds a B.SC in political science from Ogun State University and an LLB from the University of Science and Technology, Port Harcourt. He served 14 years as an Inelligence Officer in the State Security Service.
Captain Horace Miller-Jaja
Residential Address: Plot 8 Block 4, Admiralty Road, Lekki Phase 1, Victoria Island, Lagos, Nigeria
Office Address: Virgin Nigeria, 3rd Floor, Murtala Mohammed Airport, Ikeja, Lagos
Citizenship: Nigerian
Position: Chief Pilot
Prior to joining Virgin Nigeria, Horace was Captain with Sosoliso Airlines of Nigeria. He has been a pilot with various Airlines such as Imani Aviation, Nigeria Airways, Air Foyle, Bellview Airlines, Okada Air, Ghana Airways and Pacific Airways in Vietnam.
Horace has 23 years of piloting experience. He trained as a Pilot at the Oxford Air Training School Kidlington UK and has over 10,000 total jet flying hours (including 6,500 hours of command time).
He holds various licenses including Nigeria NCAA ATPL 3294, Uganda ATPL, TA830, US FAA ATR2456779, UKCAA ATPL AT/204814l/A, JAR ATPL AT/204814L/A, Seychelles DCA ATP223 and Ghana CAA ATPL 477. Over the years his piloting experience extended to numerous aircraft types including MD 81, DC9-31/32/51, A300-600R, BAC1-11, Bae 146-200/300, B737-200 and Dassault Falcon 20.
Colin Symes
Residential Address: Flat 2, 26 Cameron Road, Ikoyi, Lagos, Nigeria
Office Address: Virgin Nigeria, 3rd Floor, Murtala Mohammed Airport, Ikeja, Lagos Nigeria
Citizenship: British
Position: Engineering Director
Colin was previously with Virgin Atlantic where he spent 16 years acquiring a wealth of experience across different engineering functions and holding various technical and management positions with Virgin Atlantic at various airports in Europe and the USA.
He has a 23-year engineering career, starting as an apprentice Engineer with British Airways where he spent 7 years, eventually moving to Heavy Maintenance.
He holds approvals for Boeing B747-100/200/400 JT9/RB211/CF6, Airbus A340-200/300 CFM56 and Airbus A320-200 V2500/CFM56.
He has a B Tech Diploma in Aerospace Studies and an MBA from the University of Sussex.
VNA-005
Operating Authority Issued by
the Nigerian Civil Aviation Authority
[pic]
VNA-006
Aircraft Fleet
ACMI Leases
| |Aircraft Type |Registration Number |Country of Registry |Date of Delivery |Lessor Details |
|1. |Airbus A320-200 | LZ-BHD |Bulgaria |May 2005 |Head Lessor – GECAS; Airplanes 320 Funding Limited,|
| | | | | |c/o GE Commercial Aviation Services Limited, |
| | | | | |Aviation House, Shannon, County Clare, Ireland; |
| | | | | |Citizenship: United States |
| | | | | |ACMI Lessor - BH Air, Dostoyevski Street 6, Ent 1, |
| | | | | |Apt 5, Sofia 1000, Bulgaria; Citizenship: Bulgarian|
|2. |Airbus A320-200 |LZ-BHB |Bulgaria |June 2005 |Head Lessor – GECAS; Airplanes 320 Funding Limited,|
| | | | | |c/o GE Commercial Aviation Services Limited, |
| | | | | |Aviation House, Shannon, County Clare, Ireland; |
| | | | | |Citizenship: United States |
| | | | | |ACMI Lessor - BH Air, Dostoyevski Street 6, Ent 1, |
| | | | | |Apt 5, Sofia 1000, Bulgaria; Citizenship: Bulgarian|
|3. |Airbus A340-311 |G-VBUS |United Kingdom |June 2005 |Head Lessor – AIFS 1 Leasing Limited |
| | | | | | |
| | | | | |ACMI Lessor - Virgin Atlantic Limited, 120 Campden |
| | | | | |Hill Road, London W8 7AR |
| | | | | |Citizenship: UK/Singapore |
Dry Leases
| |Aircraft Type |Registration Number |Country of Registry |Date of Delivery|Lessor Details |
|4. |Boeing 737-300 |5N-VNA |Nigeria* |Sept 2005 |GECAS, Aircraft Finance Trust, c/o GE Commercial |
| | | | | |Aviation Services Limited, c/o Wilmington Trust |
| | | | | |Company, Rodney Square North, 1100 N. Market |
| | | | | |Street, Wilmington, DE 19890-1605 |
| | | | | |Citizenship: United States |
|5. |Boeing 737-300 |5N-VNB |Nigeria* |Jan 2006 |GECAS, Aircraft Finance Trust, c/o GE Commercial |
| | | | | |Aviation Services Limited, c/o Wilmington Trust |
| | | | | |Company, Rodney Square North, 1100 N. Market |
| | | | | |Street, Wilmington, DE 19890-1605 |
| | | | | |Citizenship: United States |
|6. |Boeing 737-300 |5N-VNC |Nigeria* |Feb 2006 |GECAS, Aircraft Finance Trust, c/o GE Commercial |
| | | | | |Aviation Services Limited, c/o Wilmington Trust |
| | | | | |Company, Rodney Square North, 1100 N. Market |
| | | | | |Street, Wilmington, DE 19890-1605 |
| | | | | |Citizenship: United States |
|7. |Boeing 737-300 |5N-VND |Nigeria* |June 2006 |GECAS, Aircraft Finance Trust, c/o GE Commercial |
| | | | | |Aviation Services Limited, c/o Wilmington Trust |
| | | | | |Company, Rodney Square North, 1100 N. Market |
| | | | | |Street, Wilmington, DE 19890-1605 |
| | | | | |Citizenship: United States |
|8. |Boeing 737-300 |5N-VNE |Nigeria* |Sept 2006 |GECAS, Aircraft Finance Trust, c/o GE Commercial |
| | | | | |Aviation Services Limited, c/o Wilmington Trust |
| | | | | |Company, Rodney Square North, 1100 N. Market |
| | | | | |Street, Wilmington, DE 19890-1605 |
| | | | | |Citizenship: United States |
|9. |Boeing 737-300 |5N-VNF |Nigeria* |Oct 2006 |GECAS, Aircraft Finance Trust, c/o GE Commercial |
| | | | | |Aviation Services Limited, c/o Wilmington Trust |
| | | | | |Company, Rodney Square North, 1100 N. Market |
| | | | | |Street, Wilmington, DE 19890-1605 |
| | | | | |Citizenship: United States |
|10. |Boeing 737-300 |5N-VNG |Nigeria* |Nov 2006 |GECAS, Aircraft Finance Trust, c/o GE Commercial |
| | | | | |Aviation Services Limited, c/o Wilmington Trust |
| | | | | |Company, Rodney Square North, 1100 N. Market |
| | | | | |Street, Wilmington, DE 19890-1605 |
| | | | | |Citizenship: United States |
|11. |Airbus A340-311 |G-SUN |United Kingdom |December 2005 |Virgin Atlantic Limited, 120 Campden Hill Road, |
| | | | | |London |
| | | | | |W8 7AR |
| | | | | |Citizenship: UK/Singapore |
* When delivered into country.
VNA-007
Additional Details Concerning Leasing Arrangements
ACMI-lease agreement with BH Air for 2 Airbus A320-200
Virgin Nigeria Airways is currently leasing, on an ACMI basis, from BH Air, two Airbus A320-200 aircraft. During the lease period, BH Air is responsible for the technical operation of the aircraft and the safe performance of flights. It therefore retains operational control and possession of the aircraft. BH Air also ensures that the aircraft are operated at all times in accordance with the provisions of each of Virgin Nigeria’s operational licenses, the requirements of the Aviation Authorities of Nigeria and Bulgaria, GE Commercial Aviation Services (Head Lessor), all applicable laws and standards of BH Air as set out in its flight operations manual.
As soon as they complete their training, Nigerian cabin crew employed by Virgin Nigeria have replaced the BH Air cabin crew except for the purser role, which is a BCAA safety requirement. BH Air also conducts cabin crew training, and training for Virgin Nigeria’s ground operations staff to utilize BH Air’s operations systems. These staff are then qualified to operate BH Air’s equipment with, and eventually, without on-board supervision from BH Air. Virgin Nigeria is already well advanced in securing its own crew and maintenance capabilities in order to transfer wet leases to in-house operations (“dry leases”).
BH Air is also responsible for providing maintenance and insurance for the aircraft.
ACMI-lease agreement with Virgin Atlantic Airways for Airbus A340-311
Virgin Nigeria Airways is currently leasing, on an ACMI basis, from Virgin Atlantic Airways, an A340-311 aircraft. During the lease period, Virgin Atlantic is responsible for the technical operation of the aircraft and the safe performance of flights. It therefore retains operational control and possession of the aircraft. Virgin Atlantic also ensures that the aircraft are operated at all times in accordance with the provisions of each of Virgin Atlantic’s operational licenses, the requirements of the Aviation Authorities of Nigeria and the United Kingdom, all applicable standards and practices of Virgin Atlantic as set out in its flight operations manual.
During the term of the lease, Virgin Atlantic provides its own employees and bears the cost of a sufficient number of qualified and licensed aircraft type-rated flight crew and cabin crew for the operation of the aircraft and the flights. For each flight, Virgin Atlantic provides flight crew and cabin crew which consist of one captain and one first officer and a minimum of 12 cabin crew.
Virgin Atlantic is also responsible for ensuring that the aircraft is airworthy, serviceable and equipped for commercial airline operations with all systems functioning in accordance with their intended use and in good operating condition and has a valid and current certificate of airworthiness from the UK CAA and any other licenses, certificates and consents required from the aviation authorities in relation to the mechanical operation of the aircraft and has onboard the official documents for the operation of the aircraft and the carriage of passengers, baggage, cargo and mail on the flights.
Virgin Atlantic is responsible for ensuring that the aircraft is maintained, overhauled, repaired, and operated and any parts replaced as necessary without undue delay and in accordance with the requirements of the UK CAA, NCAA, any other relevant aviation authorities and with Virgin Atlantic’s approved maintenance program;
Furthermore, Virgin Atlantic shall, at its own cost and expense, maintain in full force and effect during the lease a policy of Comprehensive Airline Liability Insurance (Aircraft Third Party Liability Insurance and General Third Party Liability Insurance), excluding passenger, baggage, cargo and mail liability, for a combined single limit of no less than $1 billion any one accident or series of accidents arising out of one event (including to the extent available War and Allied Perils as detailed in the War, Hijacking and Other Perils Exclusion clause AVN48B or any modification or substitution thereof for the time being in force). Virgin Atlantic is also responsible for Hull Risk insurance for loss or damage to the aircraft.
The aircraft intended for service to the U.S. will be on an ACMI lease from Virgin Atlantic and therefore will be maintained by Virgin Atlantic in the U.S. The maintenance program for the aircraft will be approved by the United Kingdom’s CAA encompassing scheduled maintenance and on-condition maintenance of the airframe, engine and parts.
The Federal Government of Nigeria is a contracting State to the Convention on International Civil Aviation.
Virgin Nigeria has an ACMI lease agreement with Virgin Atlantic which affects its proposed service to the U.S. This agreement is described earlier. In addition, on September 1, 2004, the Nigerian government selected Virgin Atlantic as the technical partner for Virgin Nigeria following months of audits and due diligence by technical advisors hired by the Ministry of Aviation. The resulting shareholder, brand and technical services agreements give the technical partner the ability to recommend certain key officers to the Board and to audit the airline to ensure its safety. This is necessary because some required skills are not currently available in Nigeria. High quality non-Nigerians have been recommended and hired for the positions of Chief Executive Officer, Chief Operations Officer, and Chief Financial Officer. This will help facilitate safe aviation practices. The non-Nigerians are explicitly required to seek a Nigerian to replace them as part of succession planning and the Human Resources Department will hold each of them accountable for this as part of their annual performance review process. The 51:49 equity structure was designed to ensure that the technical partner has a financial stake in the resulting flag carrier and will remain committed to ensure that the highest level of technical expertise and safety is provided to Virgin Nigeria.
VNA-008
Financial Statements
Profit and Loss Account
For the period 7 January 2004 to 28 February 2005
2005
$’000
TURNOVER -
Direct cost -
GROSS PROFIT -
Operating expenses (5,670)
Taxation -
LOSS FOR THE YEAR AND ACCUMULATED DEFICIT, end of period (5,670)
Loss per share $ (1.13)
Balance Sheet
At 28 February 2005
2005
$’000
FIXED ASSETS 412
CURRENT ASSETS
Accounts receivable 37
Prepayments and other receivables 492
529
CREDITORS: Amounts falling due
within one year (6,574)
NET CURRENT LIABILITIES (6,045)
NET LIABILITIES (5,633)
CAPITAL AND RESERVES
Share capital 37
Accumulated loss (5,670)
SHAREHOLDERS’ DEFICIT (5,633)
Statement of Cash Flows
For the period 7 January 2004 to 28 February 2005
2005
$’000
CASH FLOWS FROM OPERATING ACTIVITIES
Operating loss before working capital changes (5,670)
Working capital changes 6,045
Net cash outflow from operating activities 375
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (412)
CASH FLOWS FROM FINANCING ACTIVITIES
Issue of share capital 37
Net cash inflow from financing activities 37
NET INCREASE IN CASH AT BANK AND IN HAND,
DURING THE PERIOD -
CASH AT BANK AND IN HAND, beginning of period -
CASH AND CASH EQUIVALENTS, end of period -
Statement of Chief Financial Officer regarding 2004/5 Financials.
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VNA-009 Traffic Forecasts
Route P&L - Lagos to New York | | | | | | |
| | | | | | | | | | | | | | | | |Operational Plan - Virgin Nigeria | | |Financial Plan - Virgin Nigeria | | |Route: | | |LOS-NYC | | | | | | | | | | | | | |Segment: |Long-haul | |Year 1 |Year 1 |Year 2 | | |Year 1 |Year 2 |Year 3 |Year 4 | | | | | | | | | | | | | | | | | | | | | | | | | |Opstats: | | | | | |Unit | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Sector length | | |km |- |8,444 |8,444 | | |- |8,444 |8,444 |8,444 | | | | | | | | | | | | | | | | | | | | | | | | | | |Aircraft km | | | |km (000) |0 |5,725 |6,181 | | |0 |1,081 |6,181 |6,181 | | | | | | | | | | | | | | | | | | | | | | | | | | |# rotations | | | |# |0 |339 |366 | | |0 |64 |366 |366 | | | | | | | | | | | | | | | | | | | | | | | | | | |Operated by | | | |- |0 |0 |0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Flight hours | | | |Fhr |0 |7,196 |7,769 | | |0 |1,359 |7,769 |7,769 | | | | | |Domestic & Short-haul int'l |Fhr |0 |0 |0 | | |0 |0 |0 |0 | | | | | |Long-haul | | | |Fhr |0 |7,196 |7,769 | | |0 |1,359 |7,769 |7,769 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Block hours | | | |Bhr |0 |7,366 |7,952 | | |0 |1,391 |7,952 |7,952 | | | | | |Domestic & Short-haul int'l |Bhr |0 |0 |0 | | |0 |0 |0 |0 | | | | | |Long-haul | | | |Bhr |0 |7,366 |7,952 | | |0 |1,391 |7,952 |7,952 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Available seats | | |# |0 |172,890 |186,660 | | |0 |32,640 |186,660 |186,660 | | | | | |Domestic & Short-haul int'l |# |0 |0 |0 | | |0 |0 |0 |0 | | | | | |Long-haul | | | |# |0 |172,890 |186,660 | | |0 |32,640 |186,660 |186,660 | | | | | | | | | | | | | | | | | | | | | | | | | | |ASK | | | | | | |# ('000) |0 |1,459,883 |1,576,157 | | |0 |275,612 |1,576,157 |1,576,157 | | | | | |Domestic & Short-haul int'l |# ('000) |0 |0 |0 | | |0 |0 |0 |0 | | | | | |Long-haul | | | |# ('000) |0 |1,459,883 |1,576,157 | | |0 |275,612 |1,576,157 |1,576,157 | | | | | | | | | | | | | | | | | | | | | | | | | | |Revenue passengers |# |0 |124,527 |141,724 | | |0 |22,134 |135,670 |144,646 | | | | |Pax per segment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |RPK | | | | | | |# ('000) |0 |1,051,503 |1,196,717 | | |0 |186,899 |1,145,599 |1,221,393 | | | | | | | | | | | | | | | | | | | | | | | | | | |pax load factor | | |% |- |72% |76% | | |- |68% |73% |77% | | | | | | | | | | | | | | | | | | | | | | | | | | |Cargo uplifted | | |kg (000) |0 |1,408 |1,830 | | |0 |110 |1,753 |1,830 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Route P&L: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Passenger fare revenue |$k |0 |98,330 |111,759 | | |0 |16,279 |107,602 |113,974 | | | | | | | | | | | | | | | | | | | | | | | | | | | |Other passenger revenue |$k |0 |3,736 |4,252 | | |0 |664 |4,070 |4,339 | | | | | | | | | | | | | | | | | | | | | | | | | | | |Cargo revenue | |$k |0 |2,534 |3,294 | | |0 |198 |3,155 |3,294 | | | | | | | | | | | | | | | | | | | | | | | | | | |Total revenue | | |$k |0 |104,599 |119,305 | | |0 |17,141 |114,826 |121,608 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Cargo CoS | | |$k |0 |(507) |(659) | | |0 |(40) |(631) |(659) | | | | | | | | | | | | | | | | | | | | | | | | | | | |Per pax costs | |$k |0 |(10,327) |(11,748) | | |0 |(1,789) |(11,269) |(11,986) | | | | | | |Distribution | |$k |0 |(4,121) |(4,684) | | |0 |(686) |(4,508) |(4,777) | | | | | | |Catering | | |$k |0 |(3,321) |(3,779) | | |0 |(590) |(3,618) |(3,857) | | | | | | |On-board product |$k |0 |(674) |(767) | | |0 |(120) |(734) |(783) | | | | | | |Passenger handling |$k |0 |(1,813) |(2,064) | | |0 |(322) |(1,976) |(2,106) | | | | | | |Passenger fees and Insurance |$k |0 |(398) |(454) | | |0 |(71) |(434) |(463) | | | | | | | | | | | | | | | | | | | | | | | | | | | |Per flight hr costs |$k |0 |(60,042) |(64,954) | | |0 |(11,398) |(64,797) |(64,968) | | | | | | |Fuel | | | | |$k |0 |(36,749) |(39,676) | | |0 |(6,938) |(39,676) |(39,676) | | | | | | |Maintenance costs |$k |0 |(9,507) |(10,388) | | |0 |(1,701) |(10,388) |(10,388) | | | | | | |Crew costs | |$k |0 |(3,942) |(4,091) | | |0 |(875) |(4,091) |(4,094) | | | | | | | |FD | | | |$k |0 |0 |0 | | |0 |0 |0 |0 | | | | | | | |CC | | | |$k |0 |0 |0 | | |0 |0 |0 |0 | | | | | | |ACMI | | | |$k |0 |(9,843) |(10,798) | | |0 |(1,884) |(10,641) |(10,810) | | | | | | | | | | | | | | | | | | | | | | | | | | | |Per sector / rotation costs: |$k |0 |(11,149) |(12,037) | | |0 |(2,105) |(12,037) |(12,037) | | | | | | |Landing charges |$k |0 |(2,275) |(2,456) | | |0 |(429) |(2,456) |(2,456) | | | | | | |Navigation charges |$k |0 |(3,690) |(3,983) | | |0 |(697) |(3,983) |(3,983) | | | | | | |Aircraft handling charges |$k |0 |(2,927) |(3,160) | | |0 |(553) |(3,160) |(3,160) | | | | | | |Crew HOTAC & Allowances |$k |0 |(902) |(974) | | |0 |(170) |(974) |(974) | | | | | | |Other rotation costs |$k |0 |(1,356) |(1,464) | | |0 |(256) |(1,464) |(1,464) | | | | | | | | | | | | | | | | | | | | | | | | | | | |Aircraft costs | |$k |0 |(7,339) |(8,392) | | |0 |(1,335) |(8,007) |(8,543) | | | | | | |AOC sm | | |$k |0 |0 |0 | | |0 |0 |0 |0 | | | | | | |AOC lg | | | |$k |0 |(7,339) |(8,392) | | |0 |(1,335) |(8,007) |(8,543) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Total Route costs | |$k |0 |(89,364) |(97,789) | | |0 |(16,666) |(96,741) |(98,193) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Route operating profit |$k |0 |15,235 |21,516 | | |0 |475 |18,085 |23,415 | | | | |Route operating Margin | |- |15% |18% | | |- |3% |16% |19% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Metrics: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |Average fare | | | |$/pax |- |790 |789 | | |- |735 |793 |788 | | | | | | | | | | | | | | | | | | | | | | | | | | |Load factor | | | |% |- |72% |76% | | |- |68% |73% |77% | | | | | | | | | | | | | | | | | | | | | | | | | | |Pax R/ASK | | | |$c |- |7.0 |7.4 | | |- |6.1 |7.1 |7.5 | | | | | | | | | | | | | | | | | | | | | | | | | | |Pax R/RPK | | | |$c |- |9.7 |9.7 | | |- |9.1 |9.7 |9.7 | | | | | | | | | | | | | | | | | | | | | | | | | | |Pax C/ASK | | | |$c |- |5.9 |6.0 | | |- |6.0 |5.9 |6.0 | | | | | | | | | | | | | | | | | | | | | | | | | | |ROP b/e load factor |% |- |61% |61% | | |- |66% |61% |62% | | | | | | | | | | | | | | | | | | | | | | | |
VNA-010
Designation
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[1] Virgin Nigeria requests that this application be decided on the basis of written submissions pursuant to 14 CFR section 302.207 and that the Department grant this application by proceeding directly to a final order pursuant to 14 CFR section 302.210.
[2] Title I of the Trade and Development Act of 2000, Public Law 106-200, 19 U.S.C. 3721 et seq.
[3] See, for example, Application of Air Plus Argentina (Docket OST-99-6400) where there was only 27% homeland ownership and Application of Cielos del Peru, S.A. (Export Air) in Docket OST-95-617 where there was only 30% homeland ownership.
[4] Application of Premiair (Docket OST-97-2167), February 28, 1997. See also the case of Air Aruba (Order 99-3-21) where an exemption was granted to Aruba’s flag carrier in the light of the open skies agreement between the U.S. and Aruba even though there was no open skies agreement between the U.S. and Venezuela, the country of the non-homeland owner of Air Aruba.
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