Final Results
Oak Holdings plc (`Oak' or `the Company)
Preliminary Results
Oak Holdings plc, the AIM listed property development and consultancy group,
announces its results for the year ended 31 October 2005.
Overview
* In line with the Board's expectations operating loss before exceptional
items of £1,055,194 (2004: £725,642), on a turnover of £144,448 (2004: £
102,611)
* Net assets of £10.88 million (2004: £10.79 million) and cash of £449,802
(2004: £194,247)
* Good progress at major leisure development, the YES! project, in South
Yorkshire
* Anticipate obtaining a Resolution to Grant from Rotherham Metropolitan
Borough Council before AGM on 25 May
* Well placed to achieve outline planning consent in the near future which
should enable construction to commence in 2007 and the development to be
completed in 2009
* Potential anchor tenants in place and further expected following receipt of
the Resolution to Grant
* Good prospects for consultancy division with a considerable number of
opportunities being progressed
* Exploring a number of development opportunities to expand area of
operations and provide attractive returns
Further enquiries:
Oak Holdings plc
Mike Hill, Finance Director Tel: 020 7493 5522
St Brides Media & Finance Ltd
Isabel Crossley Tel: 020 7242 4477
Chairman's Statement
The year has been particularly busy for the Company in respect of our major
leisure development, the YES! Project, in South Yorkshire, where we have made
significant progress. Following a frustrating period of delay beyond our
control, we now believe that the project is well placed to achieve outline
planning consent in the near future and anticipate obtaining a Resolution to
Grant from Rotherham Metropolitan Borough Council prior to the Company's Annual
General Meeting on 25 May 2006. We are also encouraged by the consultancy
division's prospects and we anticipate a growth in income from this division in
the years ahead.
Results
I am pleased to report the results for the 12 months to 31 October 2005. In
line with the Board's expectations we made an operating loss before exceptional
items of £1,055,194 (2004: £725,642), on a turnover of £144,448 (2004: £
102,611). The major part of this loss is a consequence of the expenditure in
relation to the YES! Project, which, as in past years, has not been
capitalised. Despite delays suffered as we move the project towards consent,
expenditure has been tightly controlled and contained within planned forecast
levels and significant progress has been made. The Company continues to
exercise prudent cost control over all areas of its business. In view of the
Company's loss for the year, no dividend is recommended (2004: nil).
As at 31 October 2005, the Group had net assets of £10.88 million, the major
components being intangible assets, as disclosed in the Group's Balance Sheet,
(2004: £10.78 million) and cash of £449,802 (2004: £194,247).
Strategy
The foundation of the Company's strategy is the development of the YES!
Project, the £270 million covered, mixed-use leisure scheme located on a 327
acre ex-coalfield site adjoining the Rother Valley Country Park in South
Yorkshire. We believe that this project represents an exceptional opportunity
to provide our shareholders with value and as such, when required, we
prioritise our resources to this end.
The development of the consultancy division, established to utilise the
extensive skills, expertise and contacts of the Directors to offer project
consultancy on every aspect of property development and investment is also a
key strategic goal. The Directors believe it is capable of providing
significant growth and shareholder return. Additionally with an international
reputation in the leisure, retail and hotel sectors, Oak's Directors are
frequently offered a number of property opportunities where the application of
their skills could generate substantial rewards. The Board will in the coming
year seek to develop the ability to participate in these opportunities and to
broaden the commercial base of the Oak brand.
Current Trading
The YES! Project
Following the appointment of internationally acclaimed architect, Piers Gough
of CZWG, together with Holder Mathias, as designers to the project, an Outline
Planning Application was submitted in January 2005. The Company then undertook
an exhaustive consultative process resulting in amendments to the application
to ensure harmony with the Renaissance South Yorkshire programme. The redefined
scheme draws upon the increasing appeal of extreme sports participation and
offers a truly world class facility. Importantly, the changes have improved
both political and local support for the project including endorsement from
Sheffield City Council. The revised planning application was submitted on 1
September 2005. The scheme has been well received by the architectural press
and will be a landmark for the region.
During the consultative process considerable effort has been expended in
securing support from the relevant Government Agencies. Whilst this has been
frustrating, it has been crucial to ensure that there were no outstanding
issues that could potentially have a negative impact on the planning process.
We now have a scheme which we are increasingly confident will achieve an
outline planning consent.
The Board has been advised that the YES! Project will be presented to Rotherham
Metropolitan Borough Council's Planning Committee in the very near future and I
expect to be able to announce at our Annual General Meeting on 25 May 2006 the
receipt of the Borough Council's Resolution to Grant. Whilst the scheme has
statutorily to be referred to the Regional Office of the Deputy Prime Minister,
we believe that achievement of the Resolution to Grant represents the most
significant milestone to date and an ensuing planning permission should enable
construction to commence in 2007 and the development to be completed in 2009.
Dialogue with potential anchor tenants including Baydrive Group, which owns the
TopGolf courses, Sony UK Ltd and Venture Xtreme UK Ltd, the specialist extreme
sports activity company, continues. Following receipt of the Resolution to
Grant we will follow-up the considerable interest expressed by other
significant potential tenants in this exciting scheme.
On completion the YES! Project will comprise the first multi-use, year round,
covered leisure and entertainment centre in the UK. With a critical mass of
differing facilities, the scheme will produce a new genre of property
investment, allowing it to command an investment value on a par with other
prime investment categories rather than that historically associated with the
leisure sector.
Consultancy Division
A considerable number of consultancy opportunities are being progressed, which
we hope will come to fruition imminently and boost revenue in the short-term.
As previously announced, we signed consultancy agreements to advise on two
major themed leisure parks in the UK - Shakespeare's World near Banbury and
Outlaw's Kingdom near Mansfield. Also, on 28 November 2005, Oak announced that
it had been retained by the SupperClub London Limited to advise on the
development, investment and management process involved in establishing this
international lifestyle concept in the UK. In addition to consultancy fees and
in part exchange for a proportion of its fees, Oak has acquired a 10%
shareholding in SupperClub London Limited. The `fees for a combination of cash
and equity' model is our preferred consultancy offering, which we expect will
in time bring substantial capital gain for the Company.
During the year, the land at Great Haywood was sold at around book value.
Whilst the site had planning consent for a development, it was of a limited and
specialist nature. This, together with a difficult planning history and site
conditions, led the Board to conclude that shareholder funds should not be
risked in pursuit of an uncertain outcome.
Funding
In April 2005 at the time last year's preliminary results announcement, the
Company raised £1.1 million, net of expenses, through a share placing, to
provide sufficient working capital, to take the YES! Project through to
Resolution to Grant. Upon receipt of a Resolution to Grant, your Company will
seek further funding to develop the YES! Project. The precise nature of any
funding is to be determined and several avenues are being explored by your
Board. The Directors are mindful of the need to provide further working capital
for the consultancy division and the business in general.
The Company continues to be presented with development opportunities, which
upon initial assessment, appear to provide the potential to expand the
Company's area of operations and to provide attractive returns. The Company
will therefore seek, as appropriate, additional lines of funding to develop and
participate in such opportunities to create shareholder value.
Conclusion
Once again I would like to take the opportunity to express the Board's
appreciation of shareholders unwavering interest and support during the year, a
year in which, despite the delay suffered by the YES! Project, tangible
progress has been achieved. I would also like to extend my thanks to my
colleagues on the Board who, through their support and unstinting efforts, have
put us in a position to look forward to the future positively.
Finally, I wish to record the deep sense of loss, which my fellow Directors and
I feel at the death on 19 December 2005 after a short illness of our great
friend and charming colleague, St.John Hartnell. St.John was always a strong
advocate of the YES! Project and was a founder shareholder of Oak Holdings
Limited prior to its reversal into AWG Services plc. His contribution to the
Company will be sadly missed.
Malcolm Savage
27 April 2006
OAK HOLDINGS PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 31 October 2005
2005 2004
Note £ £
TURNOVER - continuing 144,448 -
- discontinued - 102,611
Cost of sales (126,708) (98,269)
GROSS PROFIT 17,740 4,342
Operating expenses (1,072,934) (729,984)
OPERATING LOSS - continuing (1,055,194) (729,984)
- discontinued - 4,342
(1,055,194) (725,642)
Net interest receivable 14,444 23,882
LOSS ON ORDINARY ACTIVITIES BEFORE (1,040,750) (701,760)
TAXATION
Taxation - -
RETAINED LOSS FOR THE FINANCIAL YEAR (1,040,750) (701,760)
BASIC LOSS PER SHARE (IN PENCE) 1 (0.1) (0.1)
There were no recognised gains or losses other than the result for the year as
shown above.
OAK HOLDINGS PLC
BALANCE SHEETS
31 October 2005
Note Group Group Company Company
2005 2004 2005 2004
£ £ £ £
FIXED ASSETS
Intangible assets 10,828,446 10,828,446 - -
Tangible assets 889 4,150 889 4,150
Investments - - 10,435,959 10,435,959
10,829,335 10,832,596 10,436,848 10,440,109
CURRENT ASSETS
Stock - 126,708 - 126,708
Debtors 20,385 21,011 1,217,420 568,759
Cash at bank and 449,802 194,247 449,802 194,247
in hand
470,187 341,966 1,667,222 889,714
CREDITORS - (238,305) (207,960) (190,121) (154,776)
amounts falling
due within one
year
NET CURRENT ASSETS 231,882 134,006 1,477,101 734,938
TOTAL ASSETS LESS 11,061,217 10,966,602 11,913,949 11,175,047
CURRENT
LIABILITIES
CREDITORS - (180,695) (180,695) - -
amounts falling
due after more one
year
10,880,522 10,785,907 11,913,949 11,175,047
CAPITAL AND
RESERVES
Called up share 2 7,480,783 6,539,483 7,480,783 6,539,483
capital
Share premium 2,987,004 2,792,939 2,987,004 2,792,939
Capital redemption 164,667 164,667 164667 164,667
reserve
Profit and loss (4,949,251) (3,908,501) (3,915,824) (3,519,361)
account
Merger reserve 5,197,319 5,197,319 5,197,319 5,197,319
SHAREHOLDERS' 10,880,522 10,785,907 11,913,949 11,175,047
FUNDS
OAK HOLDINGS PLC
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 October 2005
2005 2004
£ £ £ £
NET CASH OUTFLOW FROM (894,254) (706,371)
OPERATING ACTIVITIES
RETURNS ON INVESTMENTS
AND SERVICING OF FINANCE
Net interest received 14,444 23,882
CAPITAL EXPENDITURE AND
FINANCIAL INVESTMENT
Payments to acquire - (4,620)
tangible fixed assets
ACQUISITIONS
Bank overdraft acquired - (20,478)
with subsidiary
Costs of acquisition - (310,509)
- (330,987)
CASH OUTFLOW BEFORE (879,810) (1,018,096)
FINANCING
FINANCING
Repayment of loans - (25,624)
Proceeds from issue of 1,135,365 3,566
shares
1,135,365 (22,058)
INCREASE/(DECREASE) IN 255,555 (1,040,154)
CASH
OAK HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 October 2005
1 LOSS PER SHARE
Basic loss per ordinary share of 0.1 pence (2004: 0.1 pence) is calculated
using the net basis on the Group loss for the year after tax of £1,040,750
(2004: £701,760) and on the weighted average number of shares in issue of
708,887,207 (2004:612,837,889).
2005 2004
pence pence
Basic loss per share (0.1) (0.1)
2 CALLED UP SHARE CAPITAL
2005 2004
Authorised: £ £
1,100,000,000 (2004: 1,100,000,000)
Ordinary shares of 1 pence each 11,000,000 11,000,000
Allotted issued and fully paid:
748,078,236 (2004: 653,948,279)
Ordinary shares of 1 pence each 7,480,783 6,539,483
On 7 December 2004 119,147 shares of 1p each were issued at price of 2.38p per
share as a result of the exercise of a warrant instrument dated 24 October
2003.
On 12 April 2005 the Company issued 94,010,810 ordinary shares of 1p each at
1.25p in order to raise funds to continue with the development of the YES!
Project.
Share options
At 31 October 2005 the following current and former directors held the
following options to acquire Company shares:-
Approved share option scheme:-
Director Number of First date of Last date of Exercise price
Shares exercise exercise per share
S G Thomson 622,860 28 July 2003 28 July 2010 £0.0465
M T A Hill 622,860 28 July 2003 28 July 2010 £0.0465
Unapproved share option scheme:-
Director Number of First date of Last date of Exercise price
Shares exercise exercise per share
S G Thomson 833,220 28 July 2003 28 July 2007 £0.0465
S G Thomson 2,500,000 17 January 2004 17 January 2008 £0.0212
M T A Hill 2,500,000 17 January 2004 17 January 2008 £0.0212
No options have been exercised during the year.
Warrants
The Company issued warrants on 24 October 2003 entitling warrant holders to
subscribe in cash at a price of 2.38p per Ordinary share for up to 101,419,687
Ordinary shares. At 31 October 2005 warrants had been exercised on 268,979
shares leaving 101,150,708 unexercised. The warrants can be exercised on 1
December in any year up to and including 2013.
On 19 December 2005, the Company issued warrants to David Taylor Partnerships
Limited (DTP), consultants acting for The Company on the YES! Project,
entitling them to subscribe for up to 4,500,000 Ordinary shares at a price of
2p each. The warrants are exercisable at any time between receiving a planning
consent that can be implemented in respect of the YES! Project and 31 December
2007.
The warrants were issued in recognition of DTP invoicing only a small
proportion of its normal level of fees and as such the Company agreed that DTP
could invoice a success fee when an implementable planning consent was
received. Such success fee will be wholly satisfied by the issue of ordinary
shares against the exercised warrants.
3 PUBLICATION OF NON-STATUTORY ACCOUNTS
The financial information set out in this preliminary announcement does not
constitute statutory accounts as defined in section 240 of the Companies Act
1985.
The consolidated balance sheet as at 31 October 2005 and the consolidated
profit and loss account, consolidated cash flow statement and associated notes
for the year have been extracted from the group's financial statements.
4 AVAILABILITY OF ACCOUNTS
Copies of the accounts will be sent to shareholders shortly and will also be
available at the Company's registered office, 15 Half Moon Street, London W1J
7AT.