Final Results and Placing

Oak Holdings PLC
14 April 2005



    Oak Holdings plc / Epic: OAH / Index: AIM / Sector: Property Development



14 April 2005

                   Oak Holdings plc ('Oak' or 'the Company')

  Preliminary Results and Placing of 94,010,810 New Ordinary Shares of 1p each

                    at 1.25p per Share to Raise £1.1 Million



Oak Holdings plc, the AIM-listed property development company, announces its
results for the year ended 31 October 2004.



Overview



  • Operating loss before exceptional items of £725,642 (2003: £156,862) in
    line with the Board's expectations.
  • Net assets of £10.78 million and cash of £194,247.
  • Planning application submitted for the £270 million YES! Project, a major
    leisure and entertainment scheme in South Yorkshire with consent expected to
    be secured around the end of the calendar year.
  • Awarded an extension of its Preferred Developer Agreement status by
    Rotherham Metropolitan Council.
  • MOU's signed with three potential anchor tenants.
  • Internationally renowned CZWG Holder Mathias appointed as the project
    architects.
  • Increased political and local support for the project.
  • Successful share placing raising £1.1 million net of expenses, £283,010 of
    which is further investment by members of the current Oak Board, the Concert
    Party and related interests.
  • Preparatory work on the consultancy side of the business should deliver
    value and broaden opportunities.
  • Continues to explore other projects which have the potential to make
    good returns for shareholders.



Commenting on the results and the share placing, CEO Steve Lewis said:  'This
has been a busy year for us with a significant amount of time being spent on
advancing our flagship YES! Project in South Yorkshire.  With the foundations
now in place, together with a healthy cash position following the £1.1 million
placing announced today, we can now take this £270 million leisure and
entertainment scheme into its next phase.  Over the next six months we will be
busy building on the regional and national support already gained and will look
to secure further partners to help us maximize the value of the project.
Furthermore, we have been exploring other property investment opportunities and
advancing our property advisory service which we are confidant will add to the
future success of the Company.  With an aggressive growth strategy in place we
are excited about the future and are looking forward to fully maximising the Oak
Holdings brand.'



Further enquiries:



Oak Holdings plc
Malcolm Savage, Chairman                 Tel: [phone]

St Brides Media & Finance Ltd
Isabel Crossley/Hugo de Salis            Tel: [phone]





Chairman's Statement



This has been a good year for Oak Holdings during which the foundations have
been laid towards the creation of a major development company focused on the
leisure and entertainment sector and a successful property consultancy.



Results



I am pleased to report the results for the 12 months to 31 October 2004.  In
line with your Board's expectations, the Company made an operating loss before
exceptional items of £725,642 (2003: £156,862). The Company continues to
exercise prudent cost control; the major proportion of costs in the 12 months
was incurred in advancing the YES! Project, which the Board believes will
generate substantial returns in the future.  In view of this loss no dividend is
recommended (2003: nil).



As at 31 October 2004 the Group had net assets of £10.78 million, the major
component being intangible assets, as disclosed in the Group's Balance Sheet,
(2003: £1.36 million) and cash of £194,247 (2003: £1,208,777).



Strategy



The year started with the Directors fulfilling their strategy of identifying a
suitable reverse takeover acquisition, which was approved by shareholders at an
Extraordinary General Meeting, held on 1 December 2003.  Since that time, the
strategic focus has been to progress the development of the YES! Project, a
major covered mixed-use leisure scheme in South Yorkshire, and to begin building
a property consultancy operation.



The YES! ('Yorkshire Entertainment Sensation') Project is located on a 327 acre
ex-coalfield site adjoining the Rother Valley Country Park in Rotherham.
Following the Company's success in the OJEC competition process and the award of
a Preferred Developer Agreement by Rotherham Metropolitan Borough Council, an
outline planning application was submitted on 31 January 2005 for a
state-of-the-art leisure and entertainment centre.



The scheme comprises two hotels, two theatres, an extreme sports facility, a
golf driving range, entertainment centre, live TV studio, health and fitness spa
together with a wide range of restaurants, cafes and bars. The Preferred
Developer Agreement envisages the grant of a 250 year lease of the development
site and a similar interest in the adjoining Country Park.



Whilst we continue to negotiate with a number of companies which have expressed
interest in the project, including leading international hotel operators, the
Company has already entered into Memoranda of Understanding with the following
three potential anchor tenants:



  • Clear Channel Entertainment, for a 2,500 seat 'West End' style theatre
    capable of staging major productions;
  • Baydrive Group Ltd, for a driving range using computer chip technology;
    and
  • Venture Xtreme (UK) Ltd, for an extreme sports centre including white
    water canoe slalom.



It is encouraging to note that there is continuing local support for the scheme,
due in part to the wide variety of new employment opportunities that the project
will bring together with the inward investment which will be attracted to the
area.  Whilst there is obviously some risk in the planning process considerable
time and effort has been put into researching the market, canvassing local
opinion and taking political soundings.  The feedback received has led the
Company to believe that consent will be secured around the end of the calendar
year for a major leisure and entertainment scheme on this site.  It is
anticipated that the development will be completed in early 2009.



The Group is establishing a reputation in the leisure field and a number of
other potential projects have been assessed during the year.  We will continue
to evaluate opportunities in order to identify projects which have the potential
to make good returns for our shareholders.



Using the professional skills and experience available within the Company, we
are also able to offer a complete property advisory service to the owners of
commercial real estate.  Marketed as a 'bolt-on property company', it enables
owners to secure holistic guidance concerning their real estate investment
strategy from a single source. The prospects for an increasing revenue stream
and possible equity participation from this aspect of the business look
promising.



Current Trading



The planning submission period for the YES! Project has been longer than the
Board originally envisaged due to the complexity of the scheme and need to put
time and effort into research and local lobbying to ensure the best possible
reception for the proposal. Following advice, new architects were appointed and
full traffic and environmental assessments undertaken. In addition, the analysis
of other development opportunities and preparatory work on the consultancy side
of the business has required modest investment of time and money which should
deliver value and broaden your Company's opportunities.



Placing of Shares



Since the Company has concentrated on progressing the YES! Project, there has,
as forecast by the Board, inevitably been net cash outflow in the 12 month
period.  Since the year end the cash outflow has continued on a controlled basis
and in line with our projections.  As explained earlier in my statement, for
good reasons the date of the planning decision will be later than previously
envisaged and the Company requires additional funding to take it through to that
date.  Accordingly the Company has sought the necessary further funding and I am
pleased to announce a successful share placing raising £1.1 million net of
expenses through the issue of 94,010,810 new ordinary shares of 1p at 1.25p per
share.



The investors who have subscribed to the New Shares include the Oak Directors,
the Concert Party and related interests as to 22,640,810 New Shares, certain
advisers to the Company and other individuals as to 4,400,000 New Shares and
investors arranged through Fiske plc as to 66,970,000 New Shares.  The New
Shares will rank pari passu in all respects with the existing issued ordinary
shares of the Company.  Application has been made for the New Ordinary Shares to
be admitted to trading on AIM and dealings are expected to commence on 19 April
2005.



Corporate Governance



The Board has carefully considered its responsibility for good corporate
governance. However at this point of the development of the Company it has
neither the resource nor the necessity to establish complex formal governance
procedures. The Board meets on a formal basis at least once per month. At those
meetings a detailed report from the Finance Director is presented and discussed.
The Chief Executive also presents a formal monthly report on the advancement of
group operations and in particular the YES! Project. The Board considers risk
and strategy at each meeting.



An Audit Committee has been established which comprises Stephen Thomson (Chair),
Graham Axford and Peter Collins. The Committee has met with the auditors and
considered the results and the audit process, and has satisfied itself as to the
auditor's independence.



The Remuneration Committee, comprising St.John Hartnell, Peter Collins and
myself as Chair, has not sat in the period since the last annual report. The
Board however continues to be remunerated at the rate set out in the AIM
Admission Document issued on 1 December 2003. The Board therefore sees no value
to the shareholders by the inclusion of a formal report of the Remuneration
Committee in this annual report. All directors have service contracts, none of
which have a duration of longer than 12 months.



We appreciate the support our shareholders have given us and I would also like
to extend my thanks to my colleagues on the Board who, through their support and
efforts, have put us in a position to look forward to the future positively.



Malcolm Savage

14 April 2005

OAK HOLDINGS PLC



CONSOLIDATED PROFIT AND LOSS ACCOUNT

for the year ended 31 October 2004




                                                             2004                        2003
                                                        £             £             £             £

TURNOVER - discontinued activities                                    102,611                      86,167

Cost of sales - normal                                               (98,269)                    (44,716)
              - exceptional                                                 -                      25,020

GROSS PROFIT                                                            4,342                      66,471

Operating expenses                                                  (729,984)                   (223,333)

OPERATING LOSS                                                      (725,642)                   (156,862)

Operating loss comprises:
Continuing activities                                 (729,984)                           -
Discontinued                                              4,342                   (156,862)
                                                      (725,642)                   (156,862)

Interest                                                               23,882                      38,154

LOSS ON ORDINARY
ACTIVITIES BEFORE TAXATION                                          (701,760)                   (118,708)

Taxation

RETAINED LOSS FOR THE                                               (701,760)                   (118,708)

FINANCIAL YEAR

BASIC LOSS                                                              (0.1)                       (0.1)
PER SHARE (IN PENCE)




There were no recognised gains or losses other than the result for the year as
shown above.



The result attributable to continuing activities of the Group relate to the
operations of Oak Ventures Limited, which was acquired during the year, and the
establishment of a newly launched property consultancy business, together with
the Group's administrative expenses.





CONSOLIDATED BALANCE SHEET

31 October 2004


                                                                                2004                  2003
                                                                                   £                    £
FIXED ASSETS
Intangible assets                                                         10,828,446                    -
Tangible assets                                                                4,150              127,323
                                                                          10,832,596              127,323
CURRENT ASSETS
Stocks                                                                       126,708               95,178
Debtors                                                                       21,011                7,639
Cash at bank and in hand                                                     194,247            1,234,401
                                                                             341,966            1,337,218
CREDITORS - amounts
falling due within one year                                                (207,960)             (89,893)

NET CURRENT ASSETS                                                           134,006            1,247,325

TOTAL ASSETS LESS
CURRENT LIABILITIES                                                       10,966,602            1,374,648

CREDITORS - amounts falling
due after more than one year                                               (180,695)             (15,997)
                                                                          10,785,907            1,358,651

CAPITAL AND RESERVES
Called up share capital                                                    6,539,483            1,622,718
Share premium                                                              2,792,939            2,778,007
Capital redemption reserve                                                   164,667              164,667
Profit and loss account                                                  (3,206,741)          (3,206,741)
Merger reserve                                                             5,197,319                    -

SHAREHOLDERS' FUNDS                                                       10,785,907            1,358,651




CONSOLIDATED CASH FLOW STATEMENT

for the year ended 31 October 2004


                                                                    2004                            2003
                                                              £               £               £              £
NET CASH OUTFLOW FROM
OPERATING ACTIVITIES                                                   (706,371)                      (176,941)

RETURNS ON INVESTMENTS

AND SERVICING OF FINANCE
Net interest received (paid)                                              23,882                         38,154

CAPITAL EXPENDITURE AND

FINANCIAL INVESTMENT
Payments to acquire tangible
fixed assets                                             (4,620)                          (1230)

Receipts from the sale of tangible fixed assets
                                                               -                             800

Net cash outflow from capital
expenditure                                                              (4,620)                          (430)



ACQUISITIONS
Bank overdraft acquired with subsidiary                 (20,478)                               -
Costs of acquisition                                   (310,509)                               -
                                                                       (330,987)                              -

CASH OUTFLOW BEFORE FINANCING                                        (1,018,096)                      (139,217)

FINANCING
Repayment of loans                                      (25,624)                        (41,866)
Proceeds from issue of shares                              3,566                               -

                                                                        (22,058)                       (41,866)

DECREASE IN CASH                                                     (1,040,154)                      (181,083)





NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 October 2004



1               ACCOUNTING POLICIES



Goodwill



Goodwill arising in the year is upon the acquisition of Oak Ventures Limited and
is explained further in note 3 below.  No amortisation of goodwill is provided
as the directors consider that the useful life of the acquired goodwill is
closely associated with the realisation of the major development project
outlined in note 3.  The policy of amortisation will therefore be matched to the
useful life of the project once completed.  The directors have, however, carried
out an impairment review as at 31 October 2004 as described in note 3



Other accounting policies are consistent with those applied in the financial
statements for the previous year.



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 2004
using the acquisition method of consolidation.



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 and time-share operations.



3               INTANGIBLE FIXED ASSETS

                                                               Goodwill
                                                                      £
Cost and net book value
Additions and as at 31 October 2004                          10,828,446



          The goodwill arose on the acquisition of Oak Ventures Limited on 1
December 2003 by way of issue of 490,313,105 Ordinary shares at a value of 2.06p
per share in exchange for the whole of the issued share capital of Oak Ventures
Limited.



          The goodwill arising on the acquisition was attributable primarily to
the fact that Oak Ventures Limited has been granted preferred developer status
by Rotherham Metropolitan Borough Council to develop a major entertainment and
leisure complex (the 'YES! Project').  Furthermore, the Company is managed by an
experienced board with considerable expertise in delivering major commercial
property development projects.  Once planning permission has been obtained then
the Preferred Developer Agreement entitles the Company to acquire a 250 years
lease on the development site and on the established Rother Valley Country Park.



          Since acquisition Oak Ventures Limited has been working on the
preparation of a planning application in co-operation with Rotherham
Metropolitan Borough Council.  This was submitted on 31 January 2005.  As
explained in the Chairman's Statement, the directors are confident that they
have presented a strong case for planning consent to be granted.



          It should, however, be noted that as in any planning application there
can be no certainty that consent will be granted.  Furthermore, the land on
which the YES! Project is to be developed is currently zoned 'green belt'.  Due
to the fact that the land is owned by the Local Authority, the directors
consider that approval from the Office of the Deputy Prime Minister is required.



          The directors estimate that the cost of development of the YES!
Project is in the region of £270 million.  Delivery of the project and
confirmation of the economic value of the acquired goodwill is therefore
dependent on the Group being able to raise sufficient development capital or, if
this is not possible, being able to assign the rights to the project to a third
party for in excess of the carrying value of the goodwill.  The directors
believe that once planning permission has been obtained, then they will be able
to raise the necessary development finance.



          The directors have carried out an impairment review in respect of the
carrying value of goodwill.  On the assumption that planning permission is
granted and development funding will be available, in their opinion no
impairment in the carrying value of goodwill has arisen based on currently
forecast costs and rental streams estimated from the completed project.  It
should, however, be noted that costs and completed financial value of the YES!
Project are subject to variation and these will be kept under review for any
future indication of impairment in value.  The value of the project is also
dependent upon being able to attract tenants.  The Group has entered into
Memoranda of Understanding with three potential 'anchor tenants' but at this
stage there can be no guarantee that these will be converted into firm
commitments.



Once the outline planning consent is granted a marketing campaign will be
undertaken to secure commitments from major occupiers and until this is achieved
the Group will not proceed with the project.



          The Company today issued 94,010,810 new Ordinary shares of 1p each at
a Placing price of 1.25p per share, giving rise to net proceeds after commission
of £1,132,528.



          The additional funds are required to provide further working capital
to deal with outstanding planning issues and meet day to day operating expenses.
  The directors have reviewed current expenditure commitments and consider that
these funds will provide sufficient working capital to enable the Company to
continue to pursue the YES! Project, provided no further unforeseen delays in
the planning process arise.  As explained above, development finance will be
required to complete the proposed development project and further funds could be
required if there are unforeseen delays in the grant of planning consent.  If
such funds were not forthcoming or if the Group was unable to generate a
sufficient level of consultancy fees from its newly formed consultancy business
to cover its ongoing operating overheads then this could affect the ability of
the Group to continue as a going concern and hence the appropriateness of the
going concern basis of accounting.



4        TAXATION



          No taxation charge arises based on the loss for the year.



5        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).


                                  2004                                 2003
                                 Pence                                Pence
Basic Loss per share              (0.1)                                (0.1)




6          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 2004 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 2003 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.



7          Copies of the accounts will be sent round to shareholders shortly and
will also be available at the Company's registered office, 15 Half Moon Street,
London W1J 7AT.




                                                                      Appendix 1



DIRECTORS' INTEREST IN PLACING OF NEW ORDINARY SHARES

                           New Shares subscribed       Resultant holding          %

Malcolm Savage             4,258,244                   72,590,915                 10.27
Stephen Lewis              4,258,244                   46,113,985                 6.73
Michael Hill               946,652                     3,446,652                  0.46
Graham Axford              2,695,050                   17,257,362                 2.31
Peter Collins              4,258,244                   72,590,915                 10.27
St John Hartnell           4,258,244                   72,590,915                 10.27
Stephen Thomson            322,375                     5,817,954                  0.78








CONCERT PARTY HOLDINGS FOLLOWING PLACING OF NEW ORDINARY SHARES



The Concert Party, as defined in the circular to Shareholders dated 7 November
2003, following the placing described in this document, is interested in
509,037,375 Ordinary Shares representing approximately 68.05% of the issued
share capital of the Company.




                      This information is provided by RNS
            The company news service from the London Stock Exchange       R UOOWRVRRSAAR