Final Results
Oak Holdings PLC
29 March 2004
Oak Holdings plc ('Oak' or 'the Company)
Results for the Year Ended 31 October 2003
Overview:
• The Company is promoting a major all year round leisure and entertainment
project on a 327 acre site adjoining the established Rother Valley Park
close to junction 31 on the M1 in South Yorkshire.
• The scheme, called the Yes Project, is expected to include a 2,500 seat
West End style theatre, a 1,000 seat multi purpose auditorium, a four star
resort hotel with conference facilities together with a wide range of indoor
and outdoor attractions.
• The Company has entered into a Preferred Development Agreement with
Rotherham Council, which envisages the grant of a 250-year lease of both the
development site and the Rother Country Park. This will enable, subject to
planning consent, the development of a market leading destination attraction
taking advantage of the excellent demographic profile of the region and the
transport links available to the site.
• The potential job creation and socially inclusive profile of the project
has won significant political support and discussions are on going with both
Rotherham Council and Yorkshire Forward.
• Oak has established a property consultancy business, which draws upon the
Board's extensive multi-disciplinary skills, and is targeted at selected
international owners and investors. Services include acquisition advice,
project management, design, development and an all-embracing client's
representative role. The service offers the utmost confidentiality and early
indications are that it will produce a positive additional income stream.
• Despite the fact that the former business run as AWG Services plc ended
the year to 31 October 2003 with an operating loss before exceptionals of
£156,862 (2002: loss of £244,082) sufficient cash resources are available to
meet all requirements up to the point when planning permission for the
Rotherham Project is expected at which time development finance will be put
in place.
Commenting on the results, CEO Steve Lewis said: 'In light of the sale of the
narrow boat operations and the reversal of property development company, Oak
Holdings Ltd, into the business, our prospects look encouraging. We have a
strong team with a wealth of experience in the property sector and a business
model that will enable us to fully take advantage of these skills. We are
confident that, now we are working on a number of exciting new projects, we can
restore shareholder value and drive considerable growth to our bottom line'.
CHAIRMAN'S STATEMENT
Results
The results for the 12 months to October 31, 2003, relate to the period before
your Company took a significant change of direction with the reverse takeover of
property development company Oak Holdings Limited. In line with this move the
name of the Company was changed from AWG Services to Oak Holdings plc.
For some time the AWG Services plc directors had been looking for a suitable
candidate for a reverse takeover following a decision to exit the business of
operating narrow boats. On 1 December 2003 AWG agreed to buy Oak Holdings
Limited in return for 490 million new ordinary shares representing 75% of the
enlarged capital. I joined the newly formed board as Chairman, along with four
new directors, all with significant experience of identifying and delivering
large property development projects particularly in the leisure sector. We hope
we are well on the way to meeting this challenge and creating an exciting and
ambitious new business which generates significant value for our shareholders.
The former business run as AWG ended the year to October 31, 2003, with an
operating loss before exceptional items of £156,862 (2002: £244,082) on turnover
of £86,167 (2002: £76,419). In view of this trading result the Board is not
recommending a dividend (2002- nil). There was no exceptional post operating
profit charge for 2003, while in 2002 there was an exceptional charge of
£504,249 relating to the discontinuance of the Group's former narrow boat
operation. Net cash at the year end was £1,208,777.
During the reporting period the Watertime Club, the Company's timeshare activity
was closed. The only activity of that operation in relation to this was the
management of the winding up of the timeshare activity and the orderly
realisation of the remaining assets.
Strategy
Rotherham
The new strategic focus is to concentrate on developing mixed-use leisure based
schemes and at the same time to create a revenue generating property consultancy
business. The key project within your Company at this time is a plan to develop
a 327-acre industrial site in Rotherham, South Yorkshire, into a state of the
art leisure centre. The scheme, called the YES Project, envisages a 2,500 seat
theatre capable of staging West End productions, a 1,000 seat multi-function
auditorium, a covered media/entertainment based leisure operation, four-star
hotel, conference facilities, and retail space.
Oak has been appointed preferred developer by Rotherham Metropolitan Council, a
significant achievement in view of stiff competition in the tendering process.
The Company will, upon receipt of planning consent, be granted a 250-year lease
over the site and the adjacent 684-acre Rother Valley Country Park. Before a
planning application can be submitted, a number of key tenants need to be
secured. This task is being undertaken by your management team which is
heartened by the fact that there is considerable local support for the scheme.
It is hoped that once a planning application is submitted then progress can be
made swiftly. It is anticipated that the development will be completed in 2007.
Great Haywood
The Company continues to look at various opportunities for realising value from
its marina site at Great Haywood, Staffordshire. The site consists of 5.67
acres of freehold land with planning consent.
Other Projects
In conjunction with the previously mentioned projects, we are actively looking
to widen our spread of activities by investigating other opportunities in the
leisure property market both internationally as well as in the UK. We are
currently evaluating a number of potential projects, which we will only progress
if we feel that they offer the right investment return to satisfy our business
model.
Consultancy
A property consultancy business has been established to utilise the Board's
considerable property and financial experience. There is a need, especially from
international companies and investors, for independent consultants who
understand local markets and can offer a range of experience. Oak has these
attributes and is currently negotiating with several major investors and it is
anticipated that this activity will generate strong revenues for Oak going
forward.
Current Trading
In view of the work taking place on the Yes Project and the development of other
property opportunities, our 2003 business model did not anticipate income from
current trading activities. The Board is keenly aware of the need to preserve
cash at this stage and to date cash resources are ahead of projections. The
Board is confident it has sufficient cash to meet its requirements up to the
point of obtaining planning permission for the Yes Project, at which time
development finance will be sought.
Finally I would like to take this opportunity to thank our shareholders and the
Board who, through their support and efforts, have put us in a position to look
forward to the future positively.
Malcolm Savage
25 March 2004
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 31 October 2003
2003 2002
£ £
TURNOVER 86,167 76,419
Cost of sales - normal (44,716) (84,716)
- exceptional 25,020 -
GROSS PROFIT (LOSS) 66,471 (8,297)
Operating expenses (223,333) (235,785)
OPERATING LOSS (156,862) (244,082)
Loss on the disposal of discontinued operations - (504,249)
LOSS ON ORDINARY
ACTIVITIES BEFORE INTEREST (156,862) (748,331)
Interest 38,154 (32,784)
LOSS ON ORDINARY
ACTIVITIES BEFORE TAXATION (118,708) (781,115)
Taxation - 42,000
RETAINED LOSS FOR THE
FINANCIAL YEAR (118,708) (739,115)
BASIC LOSS
PER SHARE (IN PENCE) (0.1) (0.5)
There were no recognised gains or losses other than the result for the year as
shown above.
All material trading activities have been discontinued during the previous
financial year. The only ongoing costs and income relate to the management and
administration of the Group and the realisation of the remaining trading assets.
CONSOLIDATED BALANCE SHEET
31 October 2003
2002 2003
£ £
FIXED ASSETS
Tangible assets 127,323 128,292
Investments - -
127,323 128,292
CURRENT ASSETS
Stocks 95,178 97,506
Debtors 7,639 18,632
Cash at bank and in hand 1,234,401 1,415,484
1,337,218 1,531,622
CREDITORS - amounts
falling due within one year (89,893) (156,933)
NET CURRENT ASSETS 1,247,325 1,374,689
TOTAL ASSETS LESS
CURRENT LIABILITIES 1,374,648 1,502,981
CREDITORS - amounts
falling after more than one year (15,997) (25,622)
1,358,651 1,477,359
CAPITAL AND RESERVES
Called up share capital 1,622,718 1,622,718
Share premium 2,778,007 2,778,007
Capital redemption reserve 164,667 164,667
Profit and loss account (3,206,741) (3,720,333)
Capital reserve - 632,300
SHAREHOLDERS' FUNDS 1,358,651 1,477,359
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 October 2003
2003 2002
£ £ £ £
NET CASH OUTFLOW FROM
OPERATING ACTIVITIES (176,941) (310,279)
RETURNS ON INVESTMENTS
AND SERVICING OF FINANCE
Net interest received (paid) 38,154 (32,784)
CAPITAL EXPENDITURE AND
FINANCIAL INVESTMENT
Payments to acquire tangible
fixed assets (1,230)
Receipts from the sale of tangible fixed assets 800 2,128,332
Receipts from the sale of Investments - 1
Net cash (outflow)/inflow from
capital expenditure and financial
Investment (430) 2,128,333
CASH (OUTFLOW)/INFLOW
BEFORE FINANCING (139,217) 1,785,270
FINANCING
Repayment of loans (41,866) (679,593)
(DECREASE)/INCREASE IN CASH (181,083) 1,105,677
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 October 2003
1 ACCOUNTING POLICIES
The financial statements have been prepared under the historical cost convention
and in accordance with applicable accounting standards.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
Oak Holdings plc and all its subsidiary undertakings made up to 31 October 2003.
2 LOSS ON DISPOSAL OF DISCONTINUED OPERATIONS
The loss on disposal of discontinued operations related to the loss on the
discontinuance of the Group's former narrow boat operations.
3 TAXATION
2003 2002
£ £
Current tax charge
Deferred taxation - (42,000)
- (42,000)
No taxation charge arises based on the loss for the year.
4 LOSS PER SHARE
Basic loss per ordinary share of 0.1 pence (2002: 0.5 pence) is calculated using
the net basis on the Group loss for the year after tax of £118,708 (2002:
£739,115) and on the weighted average number of shares in issue of 162,271,750
(2002: 162,271,750).
2003 2002
pence pence
Basic loss per share (0.1) (0.5)
5 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 2003 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. Those financial
statements have not yet been delivered to the Registrar of Companies, nor have
the auditors reported on them. The 2002 accounts have been delivered to the
Registrar of Companies and the auditors reported on them, their report was
unqualified and did not contain a statement under section 237(2) or (3) of the
Companies Act 1985.
6 Copies of the accounts will be sent round to shareholders shortly and
will also be available at the Company's registered office.
Further enquiries:
Oak Holdings plc Tel:
Malcolm Savage, Chairman 020 7493 5522
City Financial Associates Limited
Tony Rawlinson / James Caithie 020 7090 7800
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