| While Fiji Airways CEO Stephan Pichler and the airline's PRO Shane Hussein and FNFP CEO Aisake Taito refused to answer any questions from Fijileaks Investigation Team researcher VICTOR LAL who is investigating the "Scam in the Sky" deal involving Fiji Airways, Fiji National Provident Fund, the Fiji government and Waqavuka Financial Ltd in Ireland, the new Fiji Airways CEO was hurriedly rolled out to explain in "detail" to the local media the relationship with Waqavuka and its part in the acquisition of the three Airbus aircraft. Fijileaks believes the questions and answers were carefully formulated in the hope of pre-empting the airbus scam Victor Lal will be revealing to the general public via Fijileaks.  
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19 September, Fiji Sun
Fiji Airways CEO refutes claims on Waqavuka
By RACHNA LAL
Fiji Airways managing director and chief executive, Stefan Pichler, yesterday laid to rest allegations and concerns over the ownership of the airline’s new Airbus A330 aircraft. Questions have been raised about the ownership of the aircraft, following numerous allegations on anti-Government blogs and social media.
Mr Pichler has outlined the facts regarding the ownership of three brand new aircraft, arrival of which led to enormous national pride. The new A330s are an integral part of Fiji Airways’ plans to restore the national carrier to its role of a proud flying ambassador for Fiji.
Mr Pichler explained technicalities behind the financing structure as Fiji Airways bought new aircraft, to replace ageing and expensive leased aircraft. He refuted claims about the purchase.
Here’s answers by Mr Pichler to a series of questions that have arisen.
1. Pictures show that the engine for the Airbus carries the Waqavuka name as the owners.
The engines belong to Fiji Airways, and follow the same financing structure as the aircraft itself. This structure is detailed further below.
2. Are the engines fitted to the A330 planes subject to a user pay arrangement similar to the FEA bill?
Fiji Airways owns the engines, but in order to maintain them and support them whilst in operation and as part of the A330 Rolls-Royce purchase deal, we entered into a Total Care Services Agreement (TCA) with Rolls-Royce. The structure of this service deal is that we pay an amount per Engine Flight Hour (EFH) per engine to Rolls-Royce for covered services which include Engine health monitoring, Engine reliability improvement & reporting, Engine Maintenance Planning (EMP) service, Engine transportation, specialist line maintenance and Engine Overhaul services.That is best practice in our industry as it is the most efficient way to maintain and support our engines. It is a very typical inclusive arrangement that many airlines use, especially with Rolls-Royce.
3. How was Waqavuka Financing selected and/or formed? Is Waqavuka a Fijian-owned company? What are the business activities of this company ? Is it needed to get import credit from European banks. Does that mean Fiji Airways could not get the loan from European banks if it didn’t partner with the European Export Credit Agency (ECA) ?
Waqavuka Financing Limited is a wholly independent special purpose company based in Ireland, owned by neither the German banks (KfW IPEX-Bank and Helaba) nor Fiji Airways.
Its role is to ‘own the A330 aircraft’ until the German bank loans are fully repaid. Note that use of the word ‘own’ is a technicality, as this company is set up purely to hold the deeds of the aircraft while the loan is being paid.
Waqavuka Financing Limited is owned by a corporate managing subsidiary of Deutsche Bank. Neither Fiji Airways nor the German banks have any ownership interest in Waqavuka Financing Limited.
Once the loan is fully paid, the ownership is transferred to Fiji Airways. It is like a financial lease deal for a car or if you purchase a house or a flat. You will only get your title deed once you have fully paid.
Wakavuka Financing Limited exists only to help Fiji Airways with its European financing. It sits as a neutral party between Fiji Airways and its German lenders. Think of it as a warehouse, holding the deeds of each aircraft until the loan is repaid. The use of a “warehouse” company is necessary in order to obtain access to funding support from the European Export Credit Agencies. That support from the European export credit agencies in turn reduces the interest rate which Fiji Airways has to pay to the German banks.
The company’s name was chosen by Fiji Airways staff to create a unique, truly Fijian link.
4. Why do Fiji Airways and the German banks need Waqavuka Financing Limited in the middle?
This is a requirement of the European Export Credit Agencies (ECA). Unless an aircraft is owned by a neutral third party, the European Export Credit Agencies will not provide support for the financing.
Without support from the European export credit agencies, the interest rate payable by Fiji Airways would be much higher and result in higher airfares for our passengers – something we are always keen to avoid.
The reason that the European Export Credit Agencies insist on the aircraft being owned by a neutral third party is to make it easier to enforce their security/collateral if needed. A neutral third “shelf company” is not likely to take steps to prevent the banks/European Export Credit Agencies from enforcing their security over the financed aircraft. The European Export Credit Agencies require this neutral third party to be located in a neutral jurisdiction to reduce the risk of local courts protecting local interests. Tax reasons make Ireland a good European location for this purpose.
The use of an intermediate company is a technique common in aircraft financing transactions, whether or not those financings involve the European or American Export Credit Agencies, whereas the Americans secure the loans for Boeing purchases.
For example, Fiji Airways used a very similar structure when it successfully financed the purchase of three B737s in the late 1990s. This is a standard aircraft financing technique, used by most airlines around the world in such transactions. All parties to the financing agreement used international aviation finance lawyers to verify and facilitate the creation of this financing structure.
5. The ownership plates on the A330 aircraft are confusing, can you explain the rationale?
The ownership plates clearly identifies the party that currently owns the aircraft (Waqavuka Financing Limited), the party that holds the aircraft as security (mortgage) against the amounts lent by the German banks (KfW IPEX-Bank and Helaba), and finally the party to whom the aircraft will be leased until the loan is repaid (Air Pacific Ltd./Fiji Airways Ltd.).
The reference to “Air Pacific Ltd/Fiji Airways Ltd” is due to the timing of the financing co-inciding with the process we undertook to change our trading name from Air Pacific to Fiji Airways. The use of two names for the one airline was intended to avoid the need to replace the nameplates at a later date. This saved time and money.
6. What happens if Waqavuka Financing Limited goes bankrupt?
As a practical matter, Wakavuqa Financing Limited will only enter into the loan documentation for these A330 aircraft, and will do no other business. Provided Fiji Airways continues to pay all amounts that Fiji Airways has committed to pay (under the financing contracts), then it is impossible for Wakavuqa Financing Limited to become bankrupt. Problems could only arise if Fiji Airways stops making the payments it is supposed to make under the financing contracts.
In this scenario of a default by Fiji Airways, Fiji Airways is in the same position as any defaulting borrower under a home mortgage – there is a risk that the lender/mortgagee will take its security (the A330 aircraft) and sell it. In this case, however, the German Banks will look first to the European Export Credit Agencies (who provide a guarantee of Fiji Airways). It will then be up to the European Credit Agencies to decide whether to repossess our aircraft and sell them.
This is an unrealistic scenario, as the Board of Fiji Airways will make all payments on time.
7. Is the repayment to FNPF, coming from Fiji Airways’ operating profits ?
As our commercial arrangements with FNPF are confidential, we’re unable to discuss details of this in public. This would be a breach of our contract with FNPF.
But of course, Fiji Airways will repay the loan to FNPF (as stipulated in our agreement with FNPF) as to any other credit provider and this is part of the ongoing business plans. Of course the repayment of debt will impact profits every year.
The security of the pensions of all Fijians are not impacted at all, as FNPF also has a collateral against their loan.
8. How do you perceive the public discussion of this issue ?
Well, in general we are a commercially run business and do not want to get involved in any political discussion. We adhere to international financing and regulatory standards and instruments in order to have a safe, secure and profitable airline.
We serve all Fijian people. But we don’t want to be part of any political discussion.
We have a business to run in tough global market conditions. And that is what we need to focus on
Fijileaks Editor: See also Fiji Times: "Mr Pichler took time out yesterday to discuss in detail the relationship with Waqavuka Financing Limited and its part in the acquisition of the three Airbus aircraft."
CEO explains Waqavuka
Fiji Airways CEO refutes claims on Waqavuka
By RACHNA LAL
Fiji Airways managing director and chief executive, Stefan Pichler, yesterday laid to rest allegations and concerns over the ownership of the airline’s new Airbus A330 aircraft. Questions have been raised about the ownership of the aircraft, following numerous allegations on anti-Government blogs and social media.
Mr Pichler has outlined the facts regarding the ownership of three brand new aircraft, arrival of which led to enormous national pride. The new A330s are an integral part of Fiji Airways’ plans to restore the national carrier to its role of a proud flying ambassador for Fiji.
Mr Pichler explained technicalities behind the financing structure as Fiji Airways bought new aircraft, to replace ageing and expensive leased aircraft. He refuted claims about the purchase.
Here’s answers by Mr Pichler to a series of questions that have arisen.
1. Pictures show that the engine for the Airbus carries the Waqavuka name as the owners.
The engines belong to Fiji Airways, and follow the same financing structure as the aircraft itself. This structure is detailed further below.
2. Are the engines fitted to the A330 planes subject to a user pay arrangement similar to the FEA bill?
Fiji Airways owns the engines, but in order to maintain them and support them whilst in operation and as part of the A330 Rolls-Royce purchase deal, we entered into a Total Care Services Agreement (TCA) with Rolls-Royce. The structure of this service deal is that we pay an amount per Engine Flight Hour (EFH) per engine to Rolls-Royce for covered services which include Engine health monitoring, Engine reliability improvement & reporting, Engine Maintenance Planning (EMP) service, Engine transportation, specialist line maintenance and Engine Overhaul services.That is best practice in our industry as it is the most efficient way to maintain and support our engines. It is a very typical inclusive arrangement that many airlines use, especially with Rolls-Royce.
3. How was Waqavuka Financing selected and/or formed? Is Waqavuka a Fijian-owned company? What are the business activities of this company ? Is it needed to get import credit from European banks. Does that mean Fiji Airways could not get the loan from European banks if it didn’t partner with the European Export Credit Agency (ECA) ?
Waqavuka Financing Limited is a wholly independent special purpose company based in Ireland, owned by neither the German banks (KfW IPEX-Bank and Helaba) nor Fiji Airways.
Its role is to ‘own the A330 aircraft’ until the German bank loans are fully repaid. Note that use of the word ‘own’ is a technicality, as this company is set up purely to hold the deeds of the aircraft while the loan is being paid.
Waqavuka Financing Limited is owned by a corporate managing subsidiary of Deutsche Bank. Neither Fiji Airways nor the German banks have any ownership interest in Waqavuka Financing Limited.
Once the loan is fully paid, the ownership is transferred to Fiji Airways. It is like a financial lease deal for a car or if you purchase a house or a flat. You will only get your title deed once you have fully paid.
Wakavuka Financing Limited exists only to help Fiji Airways with its European financing. It sits as a neutral party between Fiji Airways and its German lenders. Think of it as a warehouse, holding the deeds of each aircraft until the loan is repaid. The use of a “warehouse” company is necessary in order to obtain access to funding support from the European Export Credit Agencies. That support from the European export credit agencies in turn reduces the interest rate which Fiji Airways has to pay to the German banks.
The company’s name was chosen by Fiji Airways staff to create a unique, truly Fijian link.
4. Why do Fiji Airways and the German banks need Waqavuka Financing Limited in the middle?
This is a requirement of the European Export Credit Agencies (ECA). Unless an aircraft is owned by a neutral third party, the European Export Credit Agencies will not provide support for the financing.
Without support from the European export credit agencies, the interest rate payable by Fiji Airways would be much higher and result in higher airfares for our passengers – something we are always keen to avoid.
The reason that the European Export Credit Agencies insist on the aircraft being owned by a neutral third party is to make it easier to enforce their security/collateral if needed. A neutral third “shelf company” is not likely to take steps to prevent the banks/European Export Credit Agencies from enforcing their security over the financed aircraft. The European Export Credit Agencies require this neutral third party to be located in a neutral jurisdiction to reduce the risk of local courts protecting local interests. Tax reasons make Ireland a good European location for this purpose.
The use of an intermediate company is a technique common in aircraft financing transactions, whether or not those financings involve the European or American Export Credit Agencies, whereas the Americans secure the loans for Boeing purchases.
For example, Fiji Airways used a very similar structure when it successfully financed the purchase of three B737s in the late 1990s. This is a standard aircraft financing technique, used by most airlines around the world in such transactions. All parties to the financing agreement used international aviation finance lawyers to verify and facilitate the creation of this financing structure.
5. The ownership plates on the A330 aircraft are confusing, can you explain the rationale?
The ownership plates clearly identifies the party that currently owns the aircraft (Waqavuka Financing Limited), the party that holds the aircraft as security (mortgage) against the amounts lent by the German banks (KfW IPEX-Bank and Helaba), and finally the party to whom the aircraft will be leased until the loan is repaid (Air Pacific Ltd./Fiji Airways Ltd.).
The reference to “Air Pacific Ltd/Fiji Airways Ltd” is due to the timing of the financing co-inciding with the process we undertook to change our trading name from Air Pacific to Fiji Airways. The use of two names for the one airline was intended to avoid the need to replace the nameplates at a later date. This saved time and money.
6. What happens if Waqavuka Financing Limited goes bankrupt?
As a practical matter, Wakavuqa Financing Limited will only enter into the loan documentation for these A330 aircraft, and will do no other business. Provided Fiji Airways continues to pay all amounts that Fiji Airways has committed to pay (under the financing contracts), then it is impossible for Wakavuqa Financing Limited to become bankrupt. Problems could only arise if Fiji Airways stops making the payments it is supposed to make under the financing contracts.
In this scenario of a default by Fiji Airways, Fiji Airways is in the same position as any defaulting borrower under a home mortgage – there is a risk that the lender/mortgagee will take its security (the A330 aircraft) and sell it. In this case, however, the German Banks will look first to the European Export Credit Agencies (who provide a guarantee of Fiji Airways). It will then be up to the European Credit Agencies to decide whether to repossess our aircraft and sell them.
This is an unrealistic scenario, as the Board of Fiji Airways will make all payments on time.
7. Is the repayment to FNPF, coming from Fiji Airways’ operating profits ?
As our commercial arrangements with FNPF are confidential, we’re unable to discuss details of this in public. This would be a breach of our contract with FNPF.
But of course, Fiji Airways will repay the loan to FNPF (as stipulated in our agreement with FNPF) as to any other credit provider and this is part of the ongoing business plans. Of course the repayment of debt will impact profits every year.
The security of the pensions of all Fijians are not impacted at all, as FNPF also has a collateral against their loan.
8. How do you perceive the public discussion of this issue ?
Well, in general we are a commercially run business and do not want to get involved in any political discussion. We adhere to international financing and regulatory standards and instruments in order to have a safe, secure and profitable airline.
We serve all Fijian people. But we don’t want to be part of any political discussion.
We have a business to run in tough global market conditions. And that is what we need to focus on
Fijileaks Editor: See also Fiji Times: "Mr Pichler took time out yesterday to discuss in detail the relationship with Waqavuka Financing Limited and its part in the acquisition of the three Airbus aircraft."
CEO explains Waqavuka
