Company registration number 04043020 (England and Wales)
OIAX LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
OIAX LIMITED
COMPANY INFORMATION
Director
R I Fossett
Company number
04043020
Registered office
1 Parkshot
Richmond
Surrey
TW9 2RD
Bankers
National Westminster Bank Plc
45 Fulham Broadway
London
SW6 1AG
Solicitors
Fieldfisher LLP
Riverbank House
2 Swan Lane
London
EC4R 3TT
OIAX LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
OIAX LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
£
£
£
£
Fixed assets
Investments
4
13,750
9,000
Current assets
Debtors
5
74,954
127,563
Cash at bank and in hand
2,410
11,563
77,364
139,126
Creditors: amounts falling due within one year
6
(9,176)
(19,576)
Net current assets
68,188
119,550
Total assets less current liabilities
81,938
128,550
Capital and reserves
Called up share capital
7
804,925
804,925
Share premium account
1,211,266
1,211,266
Capital redemption reserve
636,344
636,344
Profit and loss reserves
(2,570,597)
(2,523,985)
Total equity
81,938
128,550
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
For the financial year ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved and signed by the director and authorised for issue on 11 September 2024
R I Fossett
Director
Company Registration No. 04043020
OIAX LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
Oiax Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Parkshot, Richmond, Surrey, TW9 2RD.
1.1
Accounting convention
The financial statements have been prepared under the historical cost convention, except for the measurement at fair value of investments (other than those in Group undertakings), in accordance with the Companies Act 2006 and UK General Accepted Accounting Practice (GAAP). A summary of the more important accounting policies is set out below.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The financial statements have been prepared on the going concern basis, which assumes that the Company's guarantee arrangements with Dubai Islamic Bank are not trueenforceable.
As explained in note 8, on 19 August 2007, the Company entered into a guarantee arrangement which inter alia covered liabilities of its former subsidiary, CCH Europe GmbH. The Company is subject to commercial proceedings in connection with the guarantee arrangement whereby US$100 million is being claimed against it. If judgement were to go against the Company it could substantially exceed its resources and result in the Company ceasing to be a going concern.
1.3
Turnover
The turnover shown in the profit and loss account represents the value of finance and service fees provided during the year, exclusive of Value Added Tax, but including estimates for amounts not invoiced at the year end.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
OIAX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.7
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
OIAX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.8
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.9
Foreign exchange
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
1
1
OIAX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
4
Fixed asset investments
2023
2022
£
£
Other investments other than loans
13,750
9,000
Movements in fixed asset investments
Investments
£
Cost or valuation
At 1 January 2023
9,000
Valuation changes
4,750
At 31 December 2023
13,750
Carrying amount
At 31 December 2023
13,750
At 31 December 2022
9,000
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
45,000
Other debtors
29,954
127,563
74,954
127,563
6
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
3,588
12,580
Other creditors
5,588
6,996
9,176
19,576
OIAX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
7
Called up share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
20,492,500 Ordinary shares of 1p each
204,925
204,925
40,000,000 Deferred A shares of 1p each
400,000
400,000
20,000,000 Deferred B shares of 1p each
200,000
200,000
804,925
804,925
OIAX LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
8
Financial commitments, guarantees and contingent liabilities
2009 DISCLOSURE AS FOLLOWS:
On the 16 August 2007, trading in the Company's shares on AIM was suspended following an announcement that the Company was in discussions regarding certain of its funding lines. These discussions were necessitated as a result of one of the Company's principal funding banks ("the Bank") indicating that it intended to terminate agreements with the Company and CCH Europe GmbH ('GmbH') following a review by the Bank which revealed that approximately US$340 million of lending advanced through GmbH had not been applied to short term receivables but to longer term commitments. The Bank demanded immediate repayment of all funds (amounting to approximately US$500 million) advanced under those agreements by the Bank on its own behalf and on behalf of a second bank for which it was acting as agent. In view of the threat of disruption and uncertainty caused to the Group's business by these developments, the Board decided to request suspension of trading in its shares and entered into negociations with the Bank.
On 19 August 2007 the Company and GmbH concluded a restructuring agreement with the Bank ("the Agreement"). Under the Agreement, the Company acknowledged that, save in the event of a default situation under the Agreement, the sum of US$50 million was due and payable by the Company to the Bank as a primary obligation in respect of the advances made by the Bank to the Company. The Company also guaranteed the repayment of a total amount up to a maximum of US$100 million (including the US$50 million primary obligation) ("the Guarantee"). The amount of the Guarantee was to be reduced by any amounts paid to the Bank by the Company and/or GmbH from the proceeds of the receivables.
On the 7 November 2007, the Company discharged its primary obligation to the Bank in full. The Company, however, understood at that time that it remained liabile under the Agreement for the amount guaranteed less amounts repaid by the Company and/or by or on behalf of GmbH. Accordingly, the Bank notified the Company that it belived that the Company's liability under the Guarantee has crystallised. If successfully called, the amount of the Company's remaining guarantee would be approximately US$40 million.
Following the entering into of the Agreement, the Board considrered a number of alternative strategies and concluded that shareholders' interests would best be served by seeking to conserve the Company's funds and if possible to make a distribution to shareholders as soon as possible. To this end the Company sought to negotiate a release from the Agreement from the Bank so that the Company would not have any liability under that agreement (contingent or otherwise) thus enabling a distribution to ordinary shareholders to be made.
The Company initially sought to pursuade the Bank of the merits of such a release on the basis of a number of reasons including the fact that the Company had repaid its primary obligation of US$50 million to the Bank, and it was in all parties interest to ensure that independent minority shareholders interests were considered.
In June 2008, the Bank publicly announced that it had seized various real estate assets in the UAE that were provided as collateral under the Agreement, and in October 2008, the Bank stated that it expected to recover the full amount of the loan in question from the seizure of those assets.
The Board was encouraged by this development, particularly given the apparent public confirmation by the Bank that the real estate assets were sufficient to cover the Bank's exposure. The Board has continued to negotiate with the Bank in an effort to reach an agreement between the parties and secure a release for the Company. Regrettably those negotiations have so far been unsuccessful.
More recently the Board has become aware of facts and matters pertaining to the circumstances surrounding the negotiation and signature of the Agreement (which contains the Guarantee). The Board has taken the advice of counsel which indicates that the Company may have good defences to any claim by the Bank under the Guarantee and that the Agreement may be unenforceable by the Bank against the Company. The ability of the Bank to enforce the Agreement and Guarantee against the Company will depend on an investigation of the full facts. Such investigations are continuing, as are discussions with the Bank.