Final Results
Oak Holdings PLC
30 April 2008
FOR IMMEDIATE RELEASE
30 APRIL 2008
OAK HOLDINGS PLC
PRELIMINARY RESULTS FOR 12 MONTHS TO 31 OCTOBER 2007
Oak Holdings plc, the AIM-listed property development and consultancy group,
that is developing the £390m YES! Project, a 1.2m sq ft covered fully integrated
mixed-use leisure and entertainment based resort, activity and convention
destination on a 327-acre site in South Yorkshire, announces its preliminary
results for the 12 months to 31 October 2007.
HIGHLIGHTS
• In line with the Board's expectations operating loss reduced to £0.46m
compared to £0.58m last year
• Consultancy turnover increased to £351K from £59K last year
• Net assets remain largely unchanged at £10.09m
• Considerable progress maintained at YES! Project
o Heads of Terms for Development Agreement and lease of 250 years
agreed
o Memorandum of Understanding with Sheffield Steelers for purpose-
built arena
o Partnership Agreement signed with Laing O'Rouke
o BT interest cemented
o Anchor tenant discussions advance on Development Agreement
milestone
o Directors' confidence in YES! Project underpinned by independent
'Opinion of Value'
Contact:
Oak Holdings Plc Tel: 020 7493 5522
Steve Lewis, Chief Executive
Mike Hill, Finance Director
Arbuthnot Securities Tel: 020 7012 2000
Tom Griffiths
CHAIRMAN'S STATEMENT
I am once again pleased to be able to report that the Company continues to make
significant progress in respect of its YES! Project in South Yorkshire. Despite
continuing to experience frustrating delays in both the planning process and the
negotiation of the Development Agreement with Rotherham Metropolitan Borough
Council, the Company has continued to drive the Project forward and I am
delighted to confirm that the Directors believe that firm foundations have now
been laid for the future of the Project.
On 22 February 2008, we announced that Heads of Terms for a Development
Agreement and a 250 year lease had been agreed with Rotherham Metropolitan
Borough Council, the owners of the land. This is a significant achievement and
we are now making progress towards the next phase of the development process.
Results
I am pleased to report the results for the 12 months to 31 October 2007. Due to
the current nature of its business, and in line with the Board's expectations,
the Company made a reduced loss on ordinary activities before taxation of
£463,642 (2006: £572,347), on a significantly increased turnover of £350,713
(2006: £58,674).
Consultancy income constituted the entire turnover and contributed significantly
to the reduced loss which is even more creditable as it includes a first time
charge in respect of FRS 20, Share-based payments, of £127,176 (2006:£nil).
Tight expenditure control continues in relation to the general running costs of
the Company and the YES! Project. Regular management meetings are held to
monitor expenditure to ensure prudent cost control over all areas of the
Company's business. YES! Project costs are not capitalised. In view of the loss
for the year, the Company is unable to recommend the payment of a final
dividend.
As at 31 October 2007, the Group had audited net assets of £10.09 million (2006:
£10.31 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, agreed Heads of Terms
for a Development Agreement and the 250 year lease referred to above, the value
attributed to this scheme would, if a formal valuation were to be undertaken, be
substantially higher than the £10.5 million currently attributed to the YES!
Project. In this respect, the Board is relying on their own experience supported
by an indicative 'Opinion of Value' commissioned from independent property
advisers.
Strategy
The development of the YES! Project, the £390 million covered, mixed-use leisure
scheme located on a 327 acre former coalfield site adjoining the Rother Valley
Country Park in South Yorkshire, remains at the core of the Company's future
strategy. Despite the current economic difficulties, we remain confident that
investment in strategically located high quality leisure and entertainment
facilities will prove to be attractive to institutions investing in real estate
in future years. We are sure that the YES! Project represents an exceptional
opportunity to provide shareholder value and we will continue to concentrate the
majority of our resources in this area.
We are heartened by the approval of Heads of Terms for a Development Agreement
and 250 year lease achieved in February of this year. This follows on from the
outline planning permission and Section 106 Agreement granted in January 2007.
In March 2007, the Company also acquired the strategically important freehold of
27 acres of land between the development site and the A57 which secured the main
access to the Project. This acquisition demonstrates our determination to ensure
that this important regional project goes ahead for the benefit of Oak Holdings
plc and its shareholders and gives the Company ownership and total control of
this critical acreage.
Having formally secured Heads of Terms for the Development Agreement,
discussions with potential anchor tenants, including leading brand name national
and international companies, can proceed with confidence. Our recent agreement
with Sheffield Steelers, a leading British ice-hockey team, for the provision of
a purpose built arena and the announcement of Laing O'Rourke as our design team
construction partner, reinforces that confidence.
Funding
The Directors are actively considering sources of funding for the Company and
will only conclude such review when satisfied that a particular source is in the
best interests of the Company and its shareholders. The Directors envisage that
such funding will encompass the immediate requirements of the YES! Project and
take the project through to a development loan, but will also include the
Company's day-to-day working capital needs.
Preliminary discussions have taken place with bank lenders which have indicated
that, subject to normal lending criteria, the Company will be able to secure an
appropriate development loan to progress the YES! Project to completion.
It may also be helpful for me to demonstrate the Directors' confidence in the
Company's future by referring to two matters. First, two directors, namely
Stephen Lewis and Graham Axford, have provided guarantees in respect of the bank
loan of £250,000 utilised by the Company to purchase the YES! Project access
land, referred to above. Secondly, in October 2007 the Directors subscribed to
an issue of new ordinary shares, raising approximately £114,000 for the
Company's immediate working capital needs.
Outlook
The Board remains confident in both the YES! Project and its potential to
generate substantial shareholder value and of the inherent worth in the Company.
The resolution of planning and lease terms for such a ground breaking project
cannot be underestimated. Despite the current economic climate, the Company can
approach the future with confidence.
Finally, as always, I would like to thank my colleagues and our shareholders for
their continued support.
Malcolm Savage
Chairman
30 April 2008
CHIEF EXECUTIVE'S REVIEW
The YES! Project
The Directors are pleased with the progress made during the year. The YES!
Project begins to assume better definition as we move towards completion in
2011. The £390 million project in South Yorkshire will be an entertainment-based
resort, activity and convention destination that we believe will set new
standards for leisure activity in the UK.
Having avoided a public inquiry for the project through our meticulous
preparation, the RMBC granted outline planning consent in January 2007. The
numerous planning, financial and legal issues surrounding this major project
were subsequently incorporated into a Section 106 Agreement.
In March 2007, the Company acquired the freehold of 27 acres of land between the
development site and the A57, which will be necessary to accommodate the new
access route and entry plaza to the development. The total consideration for
this acquisition was £1 million with £250,000 paid on acquisition and the
balance payable in May 2008. This key acquisition, which means that Oak now has
freehold ownership and control over the approved access land, represented
further progress towards the scheme's realisation.
Planning consent and the purchase of the freehold access land augments the
Directors' confidence in the scheme, already supported by the signing in 2006 of
collaborative Memoranda of Understanding with BT and E.ON, the world's largest
investor-owned power and gas company.
Oak and E.ON 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 environmentally friendly and, in addition, a visitor
attraction will entertain and educate the public about sustainable energy
production. BT has 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.
The negotiations of the terms of the Development Agreement encompassed statutory
'best value' tests requiring approval by the District Valuer. In February 2008,
we were finally able to announce that the RMBC had approved the Heads of Terms
for the Development Agreement and terms for a 250 year lease. This is a
significant milestone. Solicitors have been instructed and it is expected that
the formal Development Agreement will be completed shortly.
Oak will now focus on completing the scheme's tenant profile, on marketing the
Project to prospective tenants, and on detailed design. 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 anchored by a number of leading global brands underpinning
the scheme's long term investment value.
To underline the potential diversity of the Project's content, we were pleased
to announce in March of this year that a Memorandum of Understanding had been
signed with Sheffield Steelers, one of Britain's top ice-hockey teams. Oak will
develop a purpose-built arena, covering 60,000 sq ft, holding 5000 spectators
and offering its own amenities to their visitors in addition to those in the
rest of the Project.
Other potential tenants with whom we have signed Memoranda of Understanding
include Baydrive's Top Golf, a provider of high tech driving ranges, and Venture
Xtreme, a destination adventure centre provider.
In January 2007, we announced that we had signed a Collaboration Agreement with
Skanska Construction UK Plc for them to become Constructor Partner on the YES!
Project. For a variety of commercial reasons, the proposed partnership did not
full fully develop and both parties decided not to proceed further. Accordingly,
we were pleased in April to sign a partnership agreement with Laing O'Rourke,
the UK's largest privately-owned construction company. This ensures that we
continue to have a relationship with a major international building contractor
for the provision of construction services. We believe that a project of this
magnitude requires construction advice and expertise from its inception and we
are pleased to have secured such 'best of breed' support.
A Memorandum of Understanding has also been entered into with the Royal Bank of
Scotland in respect of the provision of a development loan to progress the
project through to completion. The loan will be subject to normal lending
criteria and the securing of commitments to lease by anchor tenants.
The Board believes that the calibre of the design team and the partners
mentioned above will enable the Company to deliver the YES! Project as a world
class development, which will prove extremely attractive to a property
investment market currently seeking new opportunities.
Consultancy Division
Given its continued limited resources the Company's consultancy division
performed well in the year with revenues well ahead of the previous year.
Initial instructions have been received relating to projects in the UK, Russia
and Kazakhstan. Whilst these have produced some income, it is anticipated that
they will develop further during the coming year.
Stephen Lewis
Chief Executive
30 April 2008
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 31 October 2007
Note 2007 2006
£ £
TURNOVER 350,713 58,674
Cost of sales - -
-------- ---------
GROSS PROFIT 350,713 58,674
Operating expenses (800,767) (641,012)
-------- ---------
OPERATING LOSS - continuing (450,054) (582,338)
Net interest (payable)/receivable (13,588) 6,674
Profit on sale of investment - 3,317
-------- ---------
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (463,642) (572,347)
Taxation - -
-------- ---------
RETAINED LOSS FOR THE FINANCIAL YEAR (463,642) (572,347)
======== =========
BASIC LOSS PER SHARE (IN PENCE) 5 (3.1) (3.8)
======== =========
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.
BALANCE SHEETS
31 October 2007
Group Group Company Company
2007 2006 2007 2006
£ £ £ £
FIXED ASSETS
Intangible assets 10,828,446 10,828,446 - -
Tangible assets 1,074,825 - 1,074,825 -
Investments - - 10,435,959 10,435,959
---------- ---------- ---------- ----------
11,903,271 10,828,446 11,510,784 10,435,959
---------- ---------- ---------- ----------
CURRENT ASSETS
Debtors 4,175 27,149 1,657,261 1,453,302
Cash at bank and in hand 63,347 45,069 63,347 45,069
---------- ---------- ---------- ----------
67,522 72,218 1,720,608 1,498,371
CREDITORS - amounts (1,703,291) (411,549) (1,655,107) (363,366)
falling due within one
year ---------- ---------- ---------- ----------
NET CURRENT
(LIABILITIES)/ASSETS (1,635,769) (339,331) 65,501 1,135,005
--------- ---------- ---------- ----------
TOTAL ASSETS LESS
CURRENT LIABILITIES 10,267,502 10,489,115 11,576,285 11,570,964
CREDITORS - amounts
falling due after more
one year (180,695) (180,695) - -
---------- ---------- ---------- ----------
10,086,807 10,308,420 11,576,285 11,570,964
========== ========== ========== ==========
CAPITAL AND RESERVES
Called up share capital 7,565,067 7,480,886 7,565,067 7,480,886
Share premium 3,017,818 2,987,146 3,017,818 2,987,146
Capital redemption
reserve 164,667 164,667 164,667 164,667
Profit and loss account (5,858,064) (5,521,598) (4,368,586) (4,259,054)
Merger reserve 5,197,319 5,197,319 5,197,319 5,197,319
--------- ---------- ---------- ----------
SHAREHOLDERS' FUNDS 10,086,807 10,308,420 11,576,285 11,570,964
========== ========== ========== ==========
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 October 2007
2007 2006
£ £
NET CASH OUTFLOW FROM OPERATING ACTIVITIES (27,962) (414,969)
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Net interest (paid)/received (13,588) 6,674
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Payments to acquire shares in limited companies - (2,758)
Sale proceeds of shares in listed companies - 6,075
Purchase of land (305,025) -
--------- ---------
CASH OUTFLOW BEFORE FINANCING (346,575) (404,978)
FINANCING
Proceeds from issue of shares 114,853 245
New bank loan 250,000 -
--------- ---------
NET CASH INFLOW FROM FINANCING 364,853 245
--------- ---------
INCREASE/(DECREASE) IN CASH 18,278 (404,733)
========= =========
OAK HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 October 2007
1. The preliminary announcement has been prepared in accordance with
applicable accounting standards and under the historical cost
convention. The principal accounting policies of the group have
remained unchanged from those set out in the group's 2006 annual report
and accounts.
2. 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 balance sheet at 31 October 2007 and the profit
and loss account, cash flow statement and associated notes for the year
then ended have been extracted from the Group's 2007 statutory
financial statements on which the auditors 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 2006
have been extracted from the statutory financial statements for that
year which have already been filed with the Registrar of Companies
and on which the auditor gave an unqualified report.
3. There is no provision for corporation tax on the basis that no
liability arose in the year.
4. The Directors are not able to recommend the payment of a dividend.
5. The basic loss per share has been calculated recognising the
consolidation of 1p shares into 50p shares consequent to resolutions
passed at the Company's last Annual General Meeting on 24 May 2007.
Basic loss per ordinary share of 3.1 pence (2006: 3.8 pence) is
calculated using the net basis on the Group loss for the year after tax
of £463,642 (2006: £572,347) and on the weighted average number of
shares in issue during the period of 14,976,400 (2006: 14,961,739 as
calculated after consolidation from shares of 1p each to shares of 50p
each).
6. The Annual General Meeting of the Company will be held at 11.00 a.m.
on 23 May 2008 at the offices of Field Fisher Waterhouse LLP, 35 Vine
Street, London EC3N 2AA.
7. The Annual Report and Accounts will be mailed to registered
shareholders today at their registered address and copies of the Annual
Report will be made available to the public free of charge for one
month at the Company's registered office, 35 Vine Street, London
EC3N 2AA and from the Company's website, www.oakholdings.co.uk.
This information is provided by RNS
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