TIDMOAH
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 GBP571,654 from
continuing activities on revenue of GBP54,587 (2010 restated:
GBP651,089 on GBP63,855) and a total loss for the period of
GBP1,779,886 after a loss on discontinued activities of
GBP1,208,232 (2010: GBP11,482,060 after GBP10,830,971 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 GBP1,153,740 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 GBP1 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
2010
Continuing activities 2011 (restated)
Note GBP GBP
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 Merger reserve Retained Total
redemption earnings
reserve
GBP GBP GBP GBP GBP GBP
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
GBP GBP
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
GBP GBP
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 GBP571,654 (2010: GBP651,089) and that from
continuing and discontinued activities on a loss for the year of
GBP1,779,887 (2010: GBP11,469,560) 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
GBP GBP
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 GBP in cash and 5p in the GBP 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 GBP1m 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 Tel: 0207 580 7576
Peter Redmond, Director
Nominated Adviser Tel: 020 7148 7900
Cairn Financial Advisers LLP
Liam Murray / Avi Robinson
Broker Tel: 020 7562 3357
Rivington Street Corporate Finance
Limited
Jon Levinson / Lucy Williams
This information is provided by RNS
The company news service from the London Stock Exchange
END
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