Final Results

RNS Number : 5406B
Oak Holdings PLC
18 April 2012
 



Oak Holdings PLC (the "Company" or the "Group")

(being renamed Pires Investments PLC)

Preliminary results to 31 October 2011

 

 

Directors' Statement

 

This report covers the results for the year to 31 October 2011, which has been a difficult year for the Company.

 

The results of the Group for the year ended 31 October 2011 are set out below.  The results have been prepared, as before, under IFRS therefore activities which have been discontinued in the year (property development, consultancy and operations connected with the Rother Valley Country Park) are shown as a single net result line at the bottom of the results table.  In addition the prior year's results are restated on the same basis.

 

The results to 31 October 2011 show a loss of £571,654 from continuing activities on revenue of £54,587 (2010 restated: £651,089 on £63,855) and a total loss for the period of £1,779,886 after a loss on discontinued activities of £1,208,232 (2010: £11,482,060 after £10,830,971 for discontinued activities).

 

The Company announced on 24 January 2011 that Rotherham Metropolitan Borough Council ("RMBC") terminated the development agreement pursuant to which the Company was progressing the development of the YES! Project on land owned by RMBC.

 

Following this termination and the resignation of the Company's Chief Executive Officer, the board concluded that the Company would no longer continue the activities of property development or consultancy but would focus on, and expand its activities in, the leisure sector.

 

On 21 October 2011 the Company announced that RMBC terminated the interim management agreement under which the Group was managing the Rother Valley Country Park which at that time was the Group's major source of revenue.

 

Within continuing activities, Ringwood Town and Country Experience Limited had a poor year reflecting a continuing inability for the Group to invest in marketing.  Oak Heritage Limited continued to trade at around breakeven - the major operation continued to be the refurbishment of a further Hispano Suiza.

 

In discontinued activities, the major element of the loss arose from the making of a provision of £1,153,740 against the value of the A57 land which has, in the absence of any activity on the YES! Project site, little value above the bare agricultural value at which it is being sold back to the vendor.

 

Rother Valley Country Park Limited ("RVCP") and Rother Valley Steam Railway Limited traded profitably before inter group management charges up to the time of the termination of the interim management agreement.  The termination of the agreement and the terms on which it occurred meant that a number of assets of that company had to be provided against as they either had no continuing value to the Group or were taken without compensation by RMBC pursuant to the agreement.

 

The appropriate provisions to write down these assets and provide for the termination of various trading contracts that RVCP had entered into led to the RVCP operations reporting a loss overall for the year.

 

On 21 October 2011 and as a consequence of the above events the Company requested that trading in its shares on AIM be suspended pending clarification of the Company's financial position.  Since that date the Company has continued to seek to raise funds in order to further the Company's objectives.

 

In early 2012 the board was approached with a view to an investment of new equity by new investors provided the Company became an investing company and undertook inter alia a creditors' voluntary arrangement.  The directors concluded that this was the best approach for creditors and members of the Company.  The alternative was liquidation of the Company with little expectation of any return to unsecured creditors and no return to shareholders.  Accordingly, the Company set out proposals in a circular to shareholders dated 22 March 2012.  At a general meeting of the Company held 16 April 2012 all resolutions were passed, including the approval of a CVA, the disposal of remaining trading assets of the Company and adoption of an investing policy.  The Company is being renamed Pires Investments PLC.  The disposal of the remaining trading assets of the Company was also completed on 16 April 2012.

 

Following the general meeting the Company will have no significant liabilities and has, as announced, raised £1 million through a placing of new shares to fund the CVA and to pursue the Company's newly approved investing policy.

 

 

Christopher Yates

On behalf of the Board

 

17 April 2012


 

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 October 2011

 

Continuing activities


2011

 


2010

(restated)

 


Note

£


£

 

Revenue


54,587


63,855

 






 

Administrative expenses


(561,952)


(759,018)

 

Impairment of goodwill


 -


 -

 

Release of liabilities


 -


49,933

 

Operating loss from continuing activities


(507,365)


(645,229)

 






 

Finance income


4


10

 

Finance costs


(64,293)


(5,869)

 






 

Loss before taxation from continuing activities


(571,654)


(651,089)

 

Tax


 -


 -

 






 

Loss for the period from continuing activities


(571,654)


(651,089)

 






 

Loss from discontinued activities


(1,208,232)


(10,830,971)

 






 

Loss for the period attributable to equity holders of the Company


(1,779,886)


(11,482,060)

 






 

Loss per share





 

Equity holders





 

From continuing activities

2

(1.0)p


(1.5)p

 

From continuing and discontinued activities

2

(3.2)p


(27.2)p

 






 






 

The comparative figures for 2010 have been restated to reflect the effect of discontinued activities.






 






 






 


UNAUDITED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 October 2011

 

 


Share capital

Share premium

Capital redemption reserve

Merger reserve

Retained earnings


Total


£

£

£

£

£


£

Group








Balance at 1 November  2009

7,565,067

3,017,818

164,667

5,197,319

(6,101,976)


9,842,895

Loss for the year ended 31 October 2010

 -

 -

 -

 -

(11,482,060)


(11,482,060)

Issue of shares

2,022,036






2,022,036

Cost of share based awards

 -

 -

 -

 -

43,106


43,106

Transfer of merger reserve on write down of associated goodwill

 -

 -

 -

(5,197,319)

5,197,319


 -

At 31 October 2010

9,587,103

3,017,818

164,667

 -

(12,343,611)


425,977

Loss for the year ended 31 October 2011

 -

 -

 -

 -

(1,779,886)


(1,779,886)

At 31 October 2011

9,587,103

3,017,818

164,667

 -

(14,123,497)


(1,353,909)










UNAUDITED CONSOLIDATED BALANCE SHEET AS AT 31 OCTOBER 2011

 


Group


2011

2010



£

£

Non-current assets




Goodwill


 -

 -

Property, plant and equipment


489,532

1,687,608

Investments in subsidiaries


 -

 -

Total non-current assets


489,532

1,687,608





Current assets




Inventories


552,736

579,783

Trade and other receivables


21,283

81,498

Cash and cash equivalents


1,049

1,645

Total current assets


575,067

662,927





Total assets


1,064,599

2,350,535





Equity




Issued share capital


9,587,103

9,587,103

Share premium


3,017,818

3,017,818

Retained earnings


(14,123,497)

(12,343,611)

Capital Redemption Reserve


164,667

164,667

Total equity


(1,353,910)

425,977





Liabilities




Non-current liabilities




Borrowings


4,234

18,237

Total non-current liabilities

4,234

18,237





Current liabilities




Borrowings


1,143,605

1,038,871

Trade and other payables


1,270,670

867,449

Total current liabilities


2,414,275

1,906,320





Total liabilities


2,418,509

1,924,557





Total equity and liabilities

1,064,599

2,350,535





 


 

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOW

for the year ended 31 October 2011

 

 

Note

2011

2010



£

£





Cash flows from operating activities

Net cash absorbed by operations

3

(15,418)

(439,417)





Net cash absorbed by operating activities


(15,418)

(445,276)

Cash flows from investing activities




Payments to acquire tangible fixed assets


(11,619)

(45,157)

Cash consideration for acquisitions


 -

(85,000)





Net cash used in investing activities


(11,619)

(130,157)

Cash flows from financing activities




Net advances on loans


222,008

98,600

Cash from subscriptions for new shares


 -

650,000

Repayment of bank loans


(125,000)

(105,935)

Repayment of vendor mortgage loan


(5,949)

(100,000)

Increase/(decrease) in bank overdrafts


16,969

16,418

Repayments of obligations under hire purchase contracts


(17,297)

(14,054)

Net interest paid


(64,290)

(5,859)





Net cash from financing activities


26,441

539,169





Net increase/(decrease) in cash and cash equivalents during the year


(596)

(30,405)

Cash and cash equivalents at beginning of year




1,645

32,050





Cash and cash equivalents at end of year


1,049

1,645





 


1 GENERAL INFORMATION

Oak Holdings plc ("the Company") and its subsidiaries (together "the Group") were during the year property developers and consultants and the operators of leisure activities.

This preliminary announcement is authorised for issue by the Board on 17 April 2012. The financial  information has been prepared in accordance with International Financial Reporting Standards adopted by the European Union and applying the same accounting policies and bases of calculation and estimation as applied in previous annual financial statements.

 

 

2 LOSS PER SHARE

The loss per share from continuing activities is based on a loss for the year of £571,654 (2010: £651,089) and that from continuing and discontinued activities on a loss for the year of £1,779,887 (2010: £11,469,560) and the weighted average number of ordinary shares in issue for the year of 55,570,856 (2010: 42,164,479).

 

 

3 CASH ABSORBED BY OPERATIONS






2010

2009






£

£


Operating loss


(507,365)

(11,476,201)


Loss from discontinued activities


(1,208,233)

 -


Depreciation


55,955

36,682


Impairment of fixed assets


1,153,740

 -


Impairment of goodwill and investment

 -

10,828,446


Share based awards



 -

43,106


Increase in inventories



27,048

(33,207)


Decrease/(increase) in receivables



60,216

(68,339)


Increase/(decrease) in payables



403,220

230,096









Cash absorbed by operations


(15,418)

(439,417)

 

 

4 POST BALANCE SHEET EVENTS NOTE

Following the termination of the main property development by Rotherham Metropolitan Borough Council in January 2011 and of the management agreement in respect of the Rother Valley Country Park in October 2011 and following the termination of discussions with an external investor for an equity investment, the directors took insolvency advice.  As a consequence on 23rd March 2012 the directors entered into a CVA agreement which is offering creditors 5p in the £ in cash and 5p in the £ in new ordinary shares of 0.1p at an issue price of 0.125p per share.

 

The directors have also secured new funding via a private placing which has raised just over £1m before costs in association with the approval of the adoption of an investment policy and the disposal or liquidation of the remaining subsidiaries.  The CVA has just been approved at meetings of the creditors and the shareholders and the shareholders at a general meeting approved the issuance of new shares, the adoption of the new investment policy, the disposal of the subsidiaries and the change of the company's name to Pires Investments plc.

 

On 16 April 2012, the Company disposed of the entire issued share capitals of Rother Valley Steam Railway Limited and Oak Heritage Limited and the business and assets of Ringwood Town and Country Experience Limited in consideration of the release of certain secured indebtedness of the Company.

 

 

5 STATUS OF FINANCIAL INFORMATION

The financial information set out in this preliminary announcement has not been audited and does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The Consolidated Statement of Financial Position at 31 October 2011 and the Consolidated Statement of Comprehensive Income, the Statement of Changes in Equity and the Consolidated Cash Flow Statement and associated notes for the year then ended have been extracted from the Group's 2011 draft unaudited statutory financial statements on which the auditors expect to give an unqualified report, but with a statement drawing attention to the use of the going concern basis for the accounts.

 

 

 

Enquiries:

 

Oak Holdings plc

Peter Redmond, Director

 

Tel: 0207 580 7576

 

Nominated Adviser

Cairn Financial Advisers LLP

Liam Murray / Avi Robinson

 

Tel: 020 7148 7900

 

Broker

Rivington Street Corporate Finance Limited

Jon Levinson / Lucy Williams

 

Tel: 020 7562 3357

 


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