Final Results
Oak Holdings PLC
30 April 2007
FOR IMMEDIATE RELEASE
30 APRIL 2007
OAK HOLDINGS PLC
PRELIMINARY RESULTS FOR 12 MONTHS TO 31 OCTOBER 2006
Oak Holdings plc, the AIM-listed property development and consultancy group,
that is developing the £350m YES! Project, a 1.2m sq ft covered fully
integrated mixed-use leisure and conference scheme on a 327-acre site in South
Yorkshire, announces its preliminary results for the year ended 31 October 2006.
HIGHLIGHTS
• In line with the Board's expectations operating loss reduced
significantly to £0.58m compared to £1.055m last year
• Net assets remain largely unchanged at £10.31m
• Considerable progress achieved at YES! Project
o Outline Planning Consent granted January 2007
o Strategic acquisition of 27 acre freehold site adjoining YES! Project
o Collaboration Agreement signed with Skanska UK Plc
o Memoranda of Understanding signed with E.ON and BT
o Discussions with leading global brands as potential anchor tenants at
advanced stage
Contact:
Oak Holdings Plc Tel: 020 7493 5522
Steve Lewis, Chief Executive
Mike Hill, Finance Director
Baron Phillips Associates Tel: 020 7920 3161
Baron Phillips
Arbuthnot Securities Tel: 020 7012 2000
Richard Wood
Tom Griffiths
CHAIRMAN'S STATEMENT
I am pleased to be able to report that your Company continues to make
significant progress in respect of the YES! Project in South Yorkshire. As I
have previously reported, in the early part of the financial year we suffered a
frustrating period of delay beyond our control, but on 31 January 2007 we were
able to announce that Outline Planning Consent had been granted and the
associated Section 106 Agreement signed. Without doubt this is a major hurdle
which has now been successfully overcome and we are progressing the next phases
of the development process with renewed vigour.
We are also encouraged by the prospects for our consultancy division and whilst
growth in this area has been limited by the need to prioritise YES! Project
activity, we now expect significant progress from this division in the years
ahead.
Results
I am pleased to report the results for the 12 months to 31 October 2006. Due to
the current nature of the Company's business and in line with the Board's
expectations we made an operating loss of £582,338 (2005: £1,055,194), on a
turnover of £58,674 (2005: £144,448). It will be noted that the loss is greatly
reduced from the previous year due to lower levels of expenditure in relation
to the YES! Project and tight control of expenditure.
During the period in which we awaited planning clearance from the Government
Office and the final consent from Rotherham Metropolitan Borough Council (RMBC),
costs, other than the Directors' time and effort, were held to negligible
levels. I would emphasise that, at this stage, YES! Project costs are not
capitalised.
As in previous years, the Company continues to exercise prudent cost control
over all areas of its business, and controls and processes are monitored through
a system of regular Management Meetings. In view of the loss for the year, the
Company is unable to declare a dividend.
As at 31 October 2006, the Group had net assets of £10.31 million (2005: £10.88
million), the major component being intangible assets, as disclosed in the
Group's Balance Sheet, of £10.83 million. This sum represents primarily the
value attributed to the YES! Project Preferred Developer Agreement held by Oak
Ventures Limited following its acquisition by the Group in 2003. The Directors
believe that, given the grant of Outline Planning Consent post the year end,
the value attributed to this scheme would, if a formal valuation were to be
undertaken, be greater than the current balance sheet amount.
Strategy
At the core of the Company's strategy is the development of the YES! Project,
the £350 million covered, mixed-use leisure scheme located on a 327 acre
ex-coalfield site adjoining the Rother Valley Country Park in South Yorkshire.
Our view remains that the YES! Project represents an exceptional opportunity to
provide shareholders with value and as such we make no apologies for
concentrating our resources in this area.
The Company also intends to develop its consultancy division, established to
utilise the extensive skills, expertise and contacts of the Directors, to offer
project consultancy on property development and investment, but will not do so
to the detriment of the YES! Project.
We also wish to grow the Company by taking advantage of the significant number
of development opportunities presented to it during the course of a year. The
appointment of Arbuthnot Securities Limited as Nomad and broker to the Company
on 4 April 2007 will help develop the Company's long term strategy.
Funding and Capital Re-organisation
During the year the Company has been extremely prudent with its cash resources
and has utilised these to shareholders' best advantage. The Company had no
banking facilities or indebtedness at the year end, but has recently raised
£250,000 from its bankers Adam & Company in relation to the purchase of the 27
acres of freehold access land referred to in the Chief Executive's review.
Given the nature of the YES! Project, the flow of opportunities, and the need
to expand its commercial base, the Directors have explored during the year, and
continue to explore, a number of funding avenues.
The Board will be seeking permission by way of Special Resolution at the Annual
General Meeting to consolidate the Company's shares to a more appropriate and
manageable level.
Outlook
In summarising the Company's exceptional progress on the YES! Project, whilst
from time-to-time we have suffered delays beyond our control, we should not
underestimate our achievements in the year; the receipt of Outline Planning
Consent for the YES! Project and the avoidance of a Government Office 'call-in'
are significant milestones for your Company.
Once again I would like to take the opportunity to express the Board's
appreciation of shareholder interest and support during the year.
Finally, I extend my thanks to my colleagues on the Board who, through their
support and unstinting efforts, have put your Company in an excellent position
to enter the next phase with every confidence.
Malcolm Savage
Chairman
30 April 2007
CHIEF EXECUTIVE'S REVIEW
The YES! Project
Shareholders are familiar with the lengthy and exhaustive consultation process
we conducted following our original submission for planning consent in January
2005. We submitted a revised scheme nine months later and secured overwhelming
political and community support for our plans as the potential positive impact
of a scheme like YES! could have within the South Yorkshire region.
Patient application to the consultative process led to a Resolution to Grant
planning consent by the RMBC Planning Committee at their meeting on 11 May 2006
and Oak was able to announce this prior to last year's Annual General Meeting.
As expected the scheme was then referred under statute to the Government Office
for further consideration. Our expectation was that this consideration could
take several months before an outcome was determined, with the real possibility
that the application would be referred to a Public Inquiry. We were therefore
delighted to announce on 14 July 2006 that the Secretary of State had decided
not to intervene in the process and to refer the project back to RMBC for their
determination. Diligent, preparatory work in ensuring that environmental,
highway and planning issues were all properly addressed and taking time to
explain the scheme to national and local politicians and other stakeholders no
doubt contributed to this satisfactory outcome.
Since the year end a number of key milestones have been achieved that take the
YES! Project a long way down the development road. Formal Outline Planning
Consent was granted at the end of January 2007 and the numerous technical issues
surrounding this major project were incorporated into a Section 106 Agreement.
This completed documentation forms the launch pad for the development and
reflects the close working relationship which has been established between RMBC
and your Company.
Last month we acquired the freehold of 27 acres of land between the development
site and the A57 which will be necessary to accommodate the new access road and
entry plaza to the development. The total consideration for this acquisition is
£1million with £250,000 paid on acquisition and the balance payable in March
2008. This key acquisition means that we now have freehold ownership and control
over the approved access land which greatly enhances our negotiation position
with third parties.
The YES! Project team is now finalising the terms of the Development Agreement
with RMBC which will supercede the current Preferred Developer Agreement. Led
by architect Piers Gough of CZWG, and supported by Holder Mathias, the team is
proceeding with detailed designs to provide a truly exciting and innovative
entertainment centre.
All members of the Project Team are 'best in class' as it is the Company's
philosophy that on a scheme of this importance an exceptional design team
enhances the appeal of the Project to the public and therefore improves the
ultimate investment value. On completion, the YES! Project will be the UK's
first multi-use, year round, covered leisure, entertainment, sports and
convention centre. It will have a critical mass of diverse facilities that we
believe will be anchored by a number of leading global brands underpinning the
scheme's long term investment value.
In July 2006 the Company announced it had signed a Memorandum of Understanding
(MoU) with E.ON, the world's largest investor-owned power and gas company, to
collaborate on the YES! Project. Under the MoU, both companies are initially
working together with a view to designing sustainable solutions to the scheme's
power, cooling and heating needs. The new buildings will be designed to be
highly environmentally friendly and at the same time will entertain and educate
the public about sustainable energy production.
On 1 September 2006, the Company also signed a MoU with BT, one of the world's
leading providers of communications solutions and services, to collaborate on
the scheme's development. Under the MoU, BT have committed to work with Oak to
explore ways in which their extensive array of networked IT services and
research and development capabilities can be integrated into, and showcased
within, the YES! Project. BT will also provide technical support to the design
team and will play a leading role in developing services and facilities which
enhance visitor experience.
At the end of January, we signed a Collaboration Agreement with Skanska
Construction UK Plc, one of the UK's leading construction services
organisations, for it to become Construction Partner on the YES! Project. The
importance of this partnership cannot be underestimated as it enables Oak to
draw upon Skanska's wealth of worldwide design and construction experience.
Skanska has already committed resources and personnel to the design team and we
are confident that its ongoing involvement will be of tremendous benefit to the
efficiency of both the design and the construction process.
Shareholders should draw comfort from the fact that multi-national companies of
the calibre of E.ON, BT and Skanska have become integral members of the YES!
development team thereby endorsing your Board's faith in the concept and in the
ability of your Company to deliver. The Board are therefore confident that YES!
will become a world class, fully integrated, leisure, sports and convention
centre which will prove highly attractive to the property investment market.
We are currently in discussions with a number of leading international brands
to become anchor tenants and we hope to be able to make further announcements
when these discussions are finalised.
Ongoing discussions with leading bank lenders indicate that subject to normal
lending criteria, the Company will be able to secure a Development Loan to
progress the project to completion.
Consultancy Division
Given the limited resources currently available, the Company's consultancy
division has made steady progress during the year. Oak has established an
ongoing consultancy with a major Russian developer to advise on the integration
of leisure and entertainment uses in a major development project adjacent to
the Moscow ring road. This agreement has the potential to produce an attractive
ongoing cash flow in future months.
In addition preliminary work has been undertaken on consultancy advice to a
potential Europe-wide leisure property investment fund.
Following the significant progress in securing Outline Planning Consent, it is
the Company's intention to take steps to increase its resource base to take
advantage of new opportunities when they arise. Accordingly, since the year end
we have recruited a Development Surveyor, Michael Wiseman MA MRICS, who joins
us from Knight Frank, to provide further professional expertise.
Stephen Lewis
Chief Executive
30 April 2007
OAK HOLDINGS PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 31 October 2006
Note 2006 2005
£ £
TURNOVER 58,674 144,448
Cost of sales - (126,708)
--------- ---------
GROSS PROFIT 58,674 17,740
Operating expenses (641,012) (1,072,934)
--------- ---------
OPERATING LOSS - continuing (582,338) (1,055,194)
Net interest receivable 6,674 14,444
Profit on sale of investment 3,317 -
--------- ---------
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (572,347) (1,040,750)
Taxation - -
--------- ---------
RETAINED LOSS FOR THE FINANCIAL YEAR (572,347) (1,040,750)
========= =========
BASIC LOSS PER SHARE (IN PENCE) 1 (0.1) (0.1)
========= =========
The Profit and Loss Account has been prepared on the basis that all operations
are continuing. There were no recognised gains or losses other than the result
for the year as shown above.
OAK HOLDINGS PLC
BALANCE SHEETS
31 October 2006
Group Group Company Company
2006 2005 2006 2005
£ £ £ £
FIXED ASSETS
Intangible 10,828,446 10,828,446 - -
assets
Tangible assets - 889 - 889
Investments - - 10,435,959 10,435,959
---------- ---------- ---------- ----------
10,828,446 10,829,335 10,435,959 10,436,848
---------- ---------- ---------- ----------
CURRENT ASSETS
Debtors 27,149 20,385 1,453,302 1,217,420
Cash at bank and 45,069 449,802 45,069 449,802
in hand
---------- ---------- --------- ---------
72,218 470,187 1,498,371 1,667,222
CREDITORS -
amounts falling
due within one year (411,549) (238,305) (363,366) (190,121)
---------- ---------- --------- ----------
NET CURRENT ASSETS (339,331) 231,882 1,135,005 1,477,101
TOTAL ASSETS LESS
CURRENT LIABILITIES 10,489,115 11,061,217 11,570,964 11,913,949
CREDITORS - amounts
falling due after
more one year (180,695) (180,695) - -
---------- ---------- ---------- ----------
10,308,420 10,880,522 11,570,964 11,913,949
---------- ---------- ---------- ----------
CAPITAL AND RESERVES
Called up share capital 7,480,886 7,480,783 7,480,886 7,480,783
Share premium 2,987,146 2,987,004 2,987,146 2,987,004
Capital redemption
reserve 164,667 164,667 164,667 164,667
Profit and loss
account (5,521,598) (4,949,251) (4,259,054) (3,915,824)
Merger reserve 5,197,319 5,197,319 5,197,319 5,197,319
---------- ---------- ---------- ----------
SHAREHOLDERS' FUNDS 10,308,420 10,880,522 11,570,964 11,913,949
---------- ---------- ---------- ----------
OAK HOLDINGS PLC
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 October 2006
2006 2005
£ £
NET CASH OUTFLOW FROM OPERATING
ACTIVITIES (414,969) (894,254)
RETURNS ON INVESTMENTS AND SERVICING
OF FINANCE
Net interest received 6,674 14,444
CAPITAL EXPENDITURE AND FINANCIAL
INVESTMENT
Payments to acquire shares in
limited companies (2,758) -
Sale proceeds of shares in listed
companies 6,075 -
-------- ---------
CASH OUTFLOW BEFORE FINANCING (404,978) (879,810)
FINANCING
Proceeds from issue of shares 245 1,135,365
-------- ---------
INCREASE/(DECREASE) IN CASH (404,733) 255,555
======== =========
OAK HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 October 2006
1 LOSS PER SHARE
Basic loss per ordinary share of 0.1 pence (2005: 0.1 pence) is calculated using
the net basis on the Group loss for the year after tax of £572,347 (2005:
£1,040,750) and on the weighted average number of shares in issue of
748,086,829 (2005: 708,887,207).
2006 2005
pence pence
Basic loss per share (0.1) (0.1)
---- ----
2 BASIS OF PREPARATION
The financial information above for the year ended 31 October 2006 has been
extracted from the financial statements which will be delivered later today to
the Registrar of Companies and on which the auditor will give an unqualified
report, without any statement under Section 237(2) or (3) of the Companies Act
1985.
The comparative figures for the financial year ended 31 October 2005 are
extracted from the statutory financial statements for that year which have
already been filed with the Registrar of Companies and which were also
unqualified by the auditor.
3 AVAILABILITY OF ACCOUNTS
Copies of the accounts will be sent to shareholders later today and will also
be available at the Company's registered office, 15 Half Moon Street, London
W1J 7AT.
This information is provided by RNS
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