FOR RELEASE 16th April 2004

                             Parkwood Holdings plc                             

("Parkwood" or "the Company")

                  PROPOSED ACQUISITION OF CCL LEISURE LIMITED                  

Parkwood is pleased to announce that it has reached conditional agreement with
Clear Channel Entertainment (Theatrical) UK Limited ("Vendor") to acquire the
entire issued share capital of its subsidiary, CCL Leisure Limited ("CCL")
("Acquisition"), a business involved in the management of leisure facilities.

Due to the size of the proposed acquisition, (principally the comparative
levels of historic turnover between Parkwood and CCL and its subsidiaries ("CCL
Group")), it requires the approval of the shareholders of Parkwood at an
extraordinary general meeting. A circular providing further details on the
proposed acquisition, together with a notice convening the extraordinary
general meeting, will be sent to Parkwood's shareholders in due course. Summary
details of the Acquisition and the CCL Group are set out below:

The consideration payable under the agreement to effect the Acquisition
("Acquisition Agreement") will be (a) �100,000, payable in cash by the Company
to the Vendor 12 months from completion of the Acquisition Agreement and (b) a
payment by the Company to the Vendor of an amount equal to the net current
assets of the CCL Group as at 30 April 2004 (subject to a maximum of �500,000)
or, as the case may be, a payment by the Vendor to the Company of an amount
equal to the net current liabilities of the CCL Group as at 30 April 2004.

Information on the CCL Group

The business of the CCL Group is the management of leisure facilities for local
councils in England, which fit well into Parkwood's existing geographic regions
of operations. The Directors believe that some economies of scale may be
achieved as a result of the integration of the CCL Group's operations. The CCL
Group currently manages 33 leisure facilities, but by completion of the
Acquisition, this is expected to have fallen to 26 leisure facilities. Based on
the current expiry dates of the remaining contracts, this number will have
fallen to 13 facilities by the end of 2006. The then remaining contracts have
expiry dates between 2007 and 2028. The Acquisition gives Parkwood the
opportunity to build its leisure business by obtaining access to some leisure
contracts which would not otherwise be available through a tender process for a
number of years.

In the year ended 31 December 2003, the CCL Group reported a gross profit of �
505,055 and a pre-tax loss of �892,000 on turnover of �23,700,344 and at the
year end had net assets of �287,410. The Directors expect the turnover from the
CCL Group to fall from �23.7 million in the year ended 31 December 2003 as
contracts expire. A number of the CCL Group contracts are loss making. It is
Parkwood's intention to pursue extensions on those contracts where an
appropriate level of return can be made in the future. The CCL Group does
however have a number of operating contracts which are expected by the Company
to provide attractive returns for several years. This, when coupled with the
fact that the incremental costs of operating the business within the Parkwood
Group are expected to be lower than those currently incurred by the CCL Group
within its current structure, is expected to result in an improvement to the
CCL Group's profitability.

Financial Effects of the Acquisition

The comparatively small consideration payable under the Acquisition Agreement
reflects the decline in the number of the contracts operated by the CCL Group
and the fact that some of the contracts that will remain are currently loss
making. However a substantial proportion of the costs associated with the CCL
Group relates to depreciation, which accounted for �1.7 million of cost in the
year ended 31 December 2003 on fixed assets with a carrying value of �6 million
at 1 January 2003. Certain assets of CCL are expected to be written down
following completion of the Acquisition in accordance with acquisition
accounting practice and consequently the depreciation charge for the acquired
assets will be reduced in future. In addition a substantial amount of negative
goodwill will be generated by the Acquisition due to the consideration payable
being substantially less than the current book value of the assets being
acquired. The amortisation of this negative goodwill in the profit and loss
account will provide an offset to the depreciation charge. Furthermore the
current loan from CCL's parent company will be written off as part of the
Acquisition.

Consequently the Directors believe that whilst the business will have a limited
impact on the profitability of Parkwood and its subsidiaries during the current
financial year due to the costs of integrating and reorganising the business,
the underlying profitability of the CCL Group together with any economies of
scale that may be achieved going forward, should result in the Acquisition
being increasingly earnings enhancing in its first full year.

For further information please contact:

Parkwood Holdings plc

Tony Hewitt, Executive Chairman 01772 627111

Charles Bithell, Group Finance Director 07717 630531

Notes for Editors;

Parkwood Holdings plc and its subsidiaries specialises in providing outsourced
service to the public sector across England and Wales under long term
contracts. Its three main areas of operation are as follows:

  * Glendale - The management of parks and open spaces for a predominantly
    local authority client base. This operation is currently being expanded
    into related "green" businesses, for example, under the "Think Green -
    Think Glendale" strapline.
   
  * Parkwood Leisure - The management of a diverse range of leisure facilities,
    again predominantly for local authority clients. This division is also the
    operator or provider of services under most of the Parkwood Group's
    contracts won under the PFI/PPP procurement process.
   
  * Parkwood Healthcare - The provision of non-emergency patient transport to
    NHS Trusts under the "National Ambulance Service" banner, together with the
    provision of nurses on an agency basis to both NHS Trusts and the private
    sector.
   
  * Parkwood PFI Projects - The entering into of PFI or PPP and other similar
    contracts or joint ventures on behalf of the Parkwood Group, generating
    long term operating business. This division is also responsible for the
    project management of contracts on behalf of the Parkwood Group's
    associates and joint ventures to which members of the Parkwood Group are a
    party and management of other funds such as the lifecycle funds associated
    with the PFI project agreements.
   




END



Parkwood Holdings (LSE:PKW)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Parkwood Holdings Charts.
Parkwood Holdings (LSE:PKW)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Parkwood Holdings Charts.