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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Secured Property Developments plc | AQSE:SPD | Aquis Stock Exchange | Ordinary Share | GB0007921363 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.00 | - |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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Annual report and
Consolidated Financial Statements for the Year Ended 31 December 2016
for
Secured Property Developments plc
Company Registration No. 02055395
Secured Property Developments plc
Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2016
Page
Company Information 1
Notice of Meeting 2
Chairman's Statement 3
Strategic Report 4
Report of the Directors 6
Report of the Independent Auditor to the
shareholders of Secured Property Developments plc 8
Consolidated Income Statement 10
Consolidated Balance Sheet 11
Company Balance Sheet 12
Consolidated Statement of Changes in Equity 13
Company Statement of Changes in Equity 14
Consolidated Cash Flow Statement 15
Notes to the Consolidated Financial Statements 16
Secured Property Developments plc
Company Information
for the Year Ended 31 December 2016
DIRECTORS: J Townsend
R France
R Shane
P Stansfield
J Soper
SECRETARY: I Cobden
REGISTERED OFFICE: Unit 6
42 Orchard Road
London
N6 5TR
REGISTERED NUMBER: 02055395 (England and Wales)
AUDITOR: Lubbock Fine
Chartered Accountants & Statutory Auditors
Paternoster House
65 St. Paul's Churchyard
London EC4M 8AB
SHARE DEALING: The Company's Ordinary shares are quoted on the NEX
Exchange (formerly the ISDX market) and persons can buy or sell shares through
their stockbroker.
REGISTRARS: Avenir Registrars Ltd
Suite A, 6 Honduras Street,
London
EC1Y 0TH
ylva.baeckstrom@avenir-registrars.co.uk
www.avenir-registrars.co.uk
Telephone 020 7692 5500
SHARE PRICE: The middle market price of the Ordinary shares were quoted at 31
December 2016 on the NEX (previously the IDEX Market) at 18.5 pence per share
(2015: 18.5 pence per share)
Notice of meeting
NOTICE IS HEREBY GIVEN that the twenty fifth Annual General Meeting of Secured
Property Developments plc will be held at The Small Mall Room, The Royal
Automobile Club, 89 Pall Mall, London, SW1Y 5HS on Thursday 13 July 2017 at
11am for the following purposes:
- To receive and adopt the financial statement for the year ended 31
December 2016 together with the reports of the Directors and the Auditor
thereon.
- To re-elect R Shane as a director (retired by rotation)
- To authorise, by special resolution in accordance with s701 of the
Companies Act 2006, the Board to purchase up to 5% of the Company's own shares
in the open market at a minimum price of 15p per share and a maximum price of
60p per share, such powers to expire at the AGM to be held in 2018, or on 13
July 2018 if earlier.
- To appoint as Auditor Lubbock Fine and to authorise the Directors to
agree their remuneration, such powers to expire at the AGM held in 2017
By order of the board
I H Cobden Date: 22 May 2017
Secretary
Notes:
1. Enclosed with these accounts is a letter concerning the supply of
documents and information by e-mail. Please read this letter and, if you would
like to receive documents and information in this way, please complete and
return the enclosed form.
2. A member entitled to attend and vote at this meeting is entitled to
appoint a proxy to attend and vote in his stead. A proxy need not be a member
of the Company. Proxy forms must be lodged at the Registered Office not later
than forty-eight hours before the time fixed for the meeting.
3. We would draw the attention of members proposing to attend the meeting
to the RAC Club dress code, which requires men to wear a tailored jacket and
trousers, collared shirt and tie at all times and women to dress with
commensurate formality.
Secured Property Developments plc
Chairman's statement
The predicted fallout earlier in the year from both Brexit and the US elections
failed to materialise with both the equity and property markets showing
positive signs of growth, up until, the announcement by the Government to hold
a General Election in June, which has added another element of uncertainty to
the markets.
This hasn't been helped by the inevitable protracted exit negotiations from the
European Union following the triggering of Article 50 which no doubt will be
put on hold until the result of the election is known.
The effects of the punitive levels of stamp duty on residential property both
at the top end of the market and the additional burden on the purchase of
second homes, have added to the increasing disadvantages of holding buy-to-let
investments with many investors switching to the commercial sector.
However, demand continues to outstrip supply in all areas making it difficult
to compete at the right level and while the forthcoming election may have more
of an impact on the equities and bond markets, it may well channel more buyers
into property.
There has also been speculation about a modest rise in interest rates in the
short term, following the expected rise in the US, which may result in a good
deal of volatility and a possible increase of forced sellers to provide
opportunities to invest.
While a number of opportunities have presented themselves to the Board, the
huge demand witnessed in the auction rooms and the widespread shortage of stock
in the private treaty market has proved challenging and prevented us from
recommending further investment at this stage.
We have in the meantime, following an EGM last September, financed the
development of a prime retail investment in York at an attractive rate of
return to offset our cost base in the short term.
With this in mind, we have also reviewed the cost of our annual audit and
appointed Lubbock Fine as our new Auditors and would like to thank KPMG for all
their valuable help and advice over the previous years.
Paul Stansfield has decided to retire from office and I would like to express
thanks on behalf of the Shareholders and Directors for his valuable
contribution to the development of the Company.
I would also like to thank my fellow Directors for their sterling efforts
throughout the year to act in the very best interests of our Shareholders.
We will continue to monitor the market and potential opportunities and are
hopeful of being able to secure something suitable during the course of the
year.
AGM
The Annual General Meeting will take place at the Royal Automobile Club, 89
Pall Mall, London SW1Y 5HS on Thursday 13 July 2017 at 11:00 am and the
Directors look forward to meeting those shareholders who can attend.
J P Townsend
Chairman
Secured Property Developments plc
Strategic report
Principal Activities
The principal activity of Secured Property Developments plc is investment in
commercial and residential property. The Group comprises the holding company, a
finance company and a second property company.
Business Model
At Secured Property Developments, we focus on maximising the return from our
portfolio of properties whilst looking for new acquisitions where we can, by
development, increase value and thereby create value for shareholders.
We create value by:-
Acquiring Properties
- We seek to acquire properties and unlock value.
Optimise Income
- Optimising income by development and carrying out improvements and good
estate management.
- Employ our knowledge of occupiers' needs to let to high quality tenants
from a wide range of businesses and to minimise the level of voids in our
portfolio and
- Collecting our rental income on due date.
Recycle Capital
- Identify properties for disposal where value has been optimised and
dispose of those which do not fit the Group's long-term plans.
Maintain robust and flexible financing
- Negotiate flexible financing and retain a healthy level of interest cover
and gearing
Business Review
The results for the year are set out on page 10 of these consolidated financial
statements.
The Group's investment properties have now all been sold and all borrowings
have been repaid. A review of the business is included in the Chairman's
Statement set out on page 3.
Principal Risks and Uncertainties
Going Concern
The directors have prepared the financial statements on a going concern basis.
Strategic report (Continued)
Principal Risks and Uncertainties (continued)
The main risks arising from the Group's financial instruments are interest rate
risk and liquidity risk. The Board reviews and agrees policies for managing
each of these risks and they are summarised below.
Interest rate risk
The Group has no exposure at the present time to interest rate risk however the
Group's policy is to borrow at the lowest rates for periods that do not carry
excessive time premiums.
Liquidity risk
As regards liquidity, the Group's policy has throughout the year been to ensure
that the group is able at all times to meet its financial commitments as and
when they fall due.
Signed on behalf of the Board
R Shane
Dated: 22 May 2017
Director
Secured Property Developments plc
Report of the Directors
for the Year Ended 31 December 2016
The directors present their report with the financial statements of the Company
and the Group for the year ended 31 December 2016.
DIRECTORS
The directors shown below have held office during the whole of the period from
1 January 2016 to the date of this report.
J Townsend
R France
R Shane
P Stansfield
J Soper
The directors who held office at the end of the financial year had the
following interests in the shares and loan stock of the group companies as
recorded in the register of directors' share and debenture interests.
Interest at Interest at
Director Company Class 31 December 2016 1 January 2016
Number Number
J Townsend SPD plc* Ordinary shares - -
R France SPD plc* Ordinary shares 88,888 88,888
R Shane SPD plc* Ordinary shares 574,456 574,456
Deferred shares 154,666 154,666
P Stansfield SPD plc* Ordinary shares 6,250 6,250
J Soper SPD plc* Ordinary shares - -
* SPD plc is used above as an abbreviation for Secured Property Developments
plc.
According to the register of directors' interests, no rights to subscribe for
shares in or debentures of the Company or any other group company was granted
to any of the directors or their immediate families, or exercised by them,
during the financial year.
Substantial shareholding of ordinary shares of 20p each as at 31 December 2016
R France 4.51%
G Green 4.57%
R Shane 29.15%
M Jackson 6.25%
Proposed dividend and transfer to reserves
The directors do not recommend the payment of a dividend (2015: GBPnil).
The loss for the year retained in the group is GBP69,062 (2015: GBP23,517
profit).
Report of the Directors
for the Year Ended 31 December 2016 (continued)
FUTURE DEVELOPMENTS
Following the sale of the last of the investment properties and repayment of
bank debt the Directors are now able to actively consider investment and
development opportunities that arise.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the
financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and applicable law),
including Financial Reporting Standard 102 'The Financial Reporting Standard
applicable in the UK and Republic of Ireland'. Under company law the directors
must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the company and the group
and of the profit or loss of the group for that period. In preparing these
financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- ensure applicable UK accounting standards are followed subject to any
material departures disclosed and explained in the financial statements; and
- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's and the Group's transactions and
disclose with reasonable accuracy at any time the financial position of the
Company and the Group and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and the Group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITOR
So far as the directors are aware, there is no relevant audit information (as
defined by Section 418 of the Companies Act 2006) of which the Group's auditor
is unaware, and each director has taken all the steps that he ought to have
taken as a director in order to make himself aware of any relevant audit
information and to establish that the Group's auditor is aware of that
information.
AUDITOR
The auditor, KPMG LLP, resigned and have been replaced by the Directors by
Lubbock Fine who will have their appointment confirmed and will be proposed for
re-appointment at the forthcoming Annual General Meeting.
ON BEHALF OF THE BOARD:
....................................................................
I Cobden - Secretary
Date: 22 May 2017
Report of the Independent Auditor to the Members of Secured Property
Developments plc
We have audited the financial statements of Secured Property Developments Plc
for the year ended 31 December 2016, set out on pages 10 to 27. The relevant
financial reporting framework that has been applied in their preparation is the
Companies Act 2006 and the United Kingdom Accounting Standards (United Kingdom
Generally Accepted Accounting Practice), including Financial Reporting Standard
102 'The Financial Reporting Standard applicable in the UK and Republic of
Ireland'.
This report is made solely to the Company's shareholders, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the Company's shareholders those
matters we are required to state to them in an Auditors' Report and for no
other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company's
shareholders as a body, for our audit work, for this report, or for the
opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As explained more fully in the Directors' Responsibilities Statement on page 7,
the directors are responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view. Our responsibility
is to audit and express an opinion on the financial statements in accordance
with applicable law and International Standards on Auditing (UK and Ireland).
Those standards require us to comply with the Financial Reporting Council's
Ethical Standards for Auditors.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
An audit involves obtaining evidence about the amounts and disclosures in the
financial statements sufficient to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or
error. This includes an assessment of whether the accounting policies are
appropriate to the Company's circumstances and have been consistently applied
and adequately disclosed; the reasonableness of significant accounting
estimates made by the directors; and the overall presentation of the financial
statements. In addition, we read all the financial and non?financial
information in the Directors' Report to identify material inconsistencies with
the audited financial statements and to identify any information that is
apparently materially incorrect based on, or materially inconsistent with, the
knowledge acquired by us in the course of performing the audit. If we become
aware of any apparent material misstatements or inconsistencies we consider the
implications for our report.
OPINION ON FINANCIAL STATEMENTS
In our opinion the financial statements:
· give a true and fair view of the state of the Company's affairs as at
31 December 2016 and of its profit or loss for the year then ended;
· have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
· have been prepared in accordance with the requirements of the
Companies Act 2006.
OPINION ON OTHER MATTER PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion, based on the work undertaken in the course of the audit, the
information given in the Directors' Report for the financial year for which the
financial statements are prepared is consistent with those financial statements
and such reports have been prepared in accordance with applicable legal
requirements.
In the light of our knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the Directors' Report.
Report of the Independent Auditor to the Members of Secured Property
Developments plc (continued)
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept, or returns adequate
for our audit have not been received from branches not visited by us; or
· the financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law are
not made; or
· we have not received all the information and explanations we require
for our audit.
Lee Facey (Senior Statutory Auditor)
for and on behalf of
Lubbock Fine
Chartered Accountants & Statutory Auditors
65 St Paul's Churchyard
London
EC4M 8AB
Date: 24 May 2017
Consolidated Income Statement
for the Year Ended 31 December 2016
31.12.16 31.12.15
Notes GBP GBP
TURNOVER 3 7,000 71,062
Cost of sales (1,969) (3,432)
GROSS PROFIT 5,031 67,630
Administrative expenses (105,535) (122,534)
OPERATING (LOSS) 5 (100,504) (54,904)
Exceptional 6 - 35,303
Item
Profit on sale of tangible fixed assets 20,957 51,601
(LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE
INTEREST AND TAXATION (79,547) 32,000
Interest receivable and similar income 10,485 2,617
Interest payable and similar charges 7 - (11,100)
(LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE
TAXATION (69,062) 23,517
Tax on profit on ordinary activities 8 - -
(LOSS)/PROFIT FOR THE FINANCIAL YEAR FOR THE
GROUP (69,062) 23,517
(Loss)/Profit attributable to:
Owners of the parent (69,062) 23,517
Earnings per share expressed
in pence per share: 10
Basic (3.50) 1.19
Diluted (3.50) 1.19
The Company has no recognised gains or losses other than those disclosed in the
Income Statement above. Consequently, no Statement of Other Comprehensive
Income is presented.
The notes form part of these financial statements
Consolidated Balance Sheet
31 December 2016
31.12.16 31.12.15
Notes GBP GBP GBP GBP
FIXED ASSETS
Tangible assets 11 - 300,000
CURRENT ASSETS
Debtors 13 392,349 56,671
Cash in hand 14 341,074 442,048
733,423 498,719
CREDITORS
Amounts falling due within one year 15 (44,788) (41,022)
NET CURRENT ASSETS/(LIABILITIES) 688,635 457,697
NET ASSETS 688,635 757,697
CAPITAL AND RESERVES
Called up share capital 16 418,861 418,861
Share premium 3,473 3,473
Profit and Loss Account 266,301 335,363
SHAREHOLDERS' FUNDS 688,635 757,697
The financial statements were approved by the Board of Directors on 22 May 2017
and were signed on its behalf by:
....................................................................
J Townsend - Director
....................................................................
R Shane - Director
Registered number: 02055395
The notes form part of these financial statements
Company Balance Sheet
31 December 2016
31.12.16 31.12.15
Notes GBP GBP GBP GBP
FIXED ASSETS
Tangible assets 11 - -
Investments 12 4 947,263
4 947,263
CURRENT ASSETS
Debtors 13 392,349 50,231
Cash in hand 14 326,948 427,921
719,297 478,152
CREDITORS
Amounts falling due within one 15 (283,145) (921,475)
year
NET CURRENT ASSETS/(LIABILITIES) 436,152 (443,323)
NET ASSETS 436,156 503,940
CAPITAL AND RESERVES
Called up share capital 16 418,861 418,861
Share premium 3,473 3,473
Retained earnings 13,822 81,606
SHAREHOLDERS' FUNDS 436,156 503,940
The financial statements were approved by the Board of Directors on 22 May 2017
and were signed on its behalf by:
....................................................................
J Townsend -Director
.......................................................
R Shane - Director
The notes form part of these financial statements
Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2016
Called up Profit & Share Total
share Loss premium equity
capital Account
GBP GBP GBP GBP
Balance at 1 January 2015 418,861 311,846 3,473 734,180
Changes in equity
Total comprehensive income - 23,517 - 23,517
Balance at 31 December 2015 418,861 335,363 3,473 757,697
Changes in equity
Total comprehensive income - (69,062) - (69,062)
Balance at 31 December 2016 418,861 266,301 3,473 688,635
The notes form part of these financial statements
Company Statement of Changes in Equity
for the Year Ended 31 December 2016
Called up Profit & Share Total
share Loss Account premium equity
capital
GBP GBP GBP GBP
Balance at 1 January 2015 418,861 91,952 3,473 514,286
Changes in equity
Total comprehensive income - (10,346) - (10,346)
Balance at 31 December 2015 418,861 81,606 3,473 503,940
Changes in equity
Total comprehensive income - (67,784) - (67,784)
Balance at 31 December 2016 418,861 13,822 3,473 436,156
The notes form part of these financial statements
Consolidated Cash Flow Statement
for the Year Ended 31 December 2016
31.12.16 31.12.15
GBP GBP
Cash flows from operating activities
(Loss)/profit for the financial (69,062) 23,517
year
Profit on disposal (20,330) (51,501)
Interest received (10,485) (2,617)
Interest paid - 11,100
Increase in debtors (335,678) (29,865)
Increase/(decrease) in creditors 3,766 (1,660,888)
Net cash from operating activities (431,789) (1,710,354)
Cash flows from investing activities
Sale of tangible fixed assets 320,330 1,301,601
Interest received 10,485 2,617
Net cash from investing activities 330,815 1,304,218
Cash flows from financing activities
Interest paid - (11,100)
Net cash from financing activities - -
Increase in cash and cash equivalents (100,974) (417,236)
Cash and cash equivalents at beginning of year 442,048 859,284
Cash and cash equivalents at end of year 341,074 442,048
The notes form part of these financial statements
Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2016
1. ACCOUNTING POLICIES
Secured Property Developments plc (the "Company") is a public company limited
by shares and incorporated and domiciled in the UK. The address of the
Company's registered office is given in the company information page 1 of these
financial statements.
These Group and parent company financial statements were prepared in accordance
with Financial Reporting Standard 102 The Financial Reporting Standard
applicable in the UK and Republic of Ireland ("FRS 102"). The presentation
currency of these financial statements is sterling. All amounts in the
financial statements have been rounded to the nearest GBP1.
The transition to FRS 102 from old UK GAAP was made in the year ended 31st
December 2015 financial statements.
Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial
Reporting Standard 102 "The Financial Reporting Standard applicable in the UK
and Republic of Ireland" and the Companies Act 2006. The financial statements
have been prepared under the historical cost convention, except for tangible
fixed assets measured in accordance with the revaluation model.
Turnover
Turnover comprises revenue recognised by the Group in respect of services
supplied during the year and is measured at the fair value of the consideration
received or receivable, excluding discounts, rebates, value added tax and other
sales taxes.
Basis of consolidation
The consolidated financial statements include the financial statements of the
Company and its subsidiary undertakings made up to 31 December 2016. A
subsidiary is an entity that is controlled by the parent. The results of
subsidiary undertakings are included in the consolidated profit and loss
account from the date that control commences until the date that control
ceases. Control is established when the Company has the power to govern the
operating and financial policies of an entity so as to obtain benefits from its
activities. In assessing control, the Group takes into consideration potential
voting rights that are currently exercisable.
Under Section 408 of the Companies Act 2006 the Company is exempt from the
requirement to present its own profit and loss account.
In the parent financial statements, investments in subsidiaries are carried at
cost less impairment.
Classification of financial instruments issued by the group
In accordance with FRS 102.22, financial instruments issued by the group are
treated as equity only to the extent that they meet the following two
conditions:
a) they include no contractual obligations upon the group to deliver cash or
other financial assets or to exchange financial assets or financial liabilities
with another party under conditions that are potentially unfavourable to the
group; and
b) where the instrument will or may be settled in the entity's own equity
instruments, it is either a non-derivative that includes no obligation to
deliver a variable number of the entity's own equity instruments or is a
derivative that will be settled by the entity exchanging a fixed amount of cash
or other financial assets for a fixed number of its own equity instruments.
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2016
1. ACCOUNTING POLICIES (continued)
Classification of financial instruments issued by the group (continued)
To the extent that this definition is not met, the proceeds of issue are
classified as a financial liability. Where the instrument so classified takes
the legal form of the entity's own shares, the amounts presented in these
financial statements for called up share capital and share premium account
exclude amounts in relation to those shares.
Investment properties
Investment properties are properties which are held either to earn rental
income or for capital appreciation or for both. Investment properties are
recognised initially at cost.
Subsequent to initial recognition
i. investment properties whose fair value can be measured reliably without
undue cost or effort are held at fair value. Any gains or losses arising from
changes in the fair value are recognised in profit or loss in the period that
they arise; and
ii. no depreciation is provided in respect of investment properties applying
the fair value model.
If a reliable measure is not available without undue cost or effort for an item
of investment property, this item is thereafter accounted for as tangible fixed
assets in accordance with section 17 FRS 102 until a reliable measure of fair
value becomes available.
Current and deferred taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax
is recognised in the profit and loss account except to the extent that it
relates to items recognised directly in equity or other comprehensive income,
in which case it is recognised directly in equity or other comprehensive
income.
Current tax is the expected tax payable or receivable on the taxable income or
loss for the year, using tax rates enacted or substantively enacted at the
balance sheet date, and any adjustment to tax payable in respect of previous
years.
Deferred tax is provided on timing differences which arise from the inclusion
of income and expenses in tax assessments in periods different from those in
which they are recognised in the financial statements.
Deferred tax is measured at the tax rate that is expected to apply to the
reversal of the related difference, using tax rates enacted or substantively
enacted at the balance sheet date. For investment property that is measured at
fair value, deferred tax is provided at the rates and allowances applicable to
the sale of the asset/property Deferred tax balances are not discounted.
Unrelieved tax losses and other deferred tax assets are recognised only to the
extent that is it probable that they will be recovered against the reversal of
deferred tax liabilities or other future taxable profits.
Debtors
Short term debtors are measured at transaction price, less any impairment.
Loans receivable are measured initially at fair value, net of transaction
costs, and are measured subsequently at amortised cost using the effective
interest method, less any impairment.
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2016
1. ACCOUNTING POLICIES (continued)
Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions
repayable without penalty on notice of not more than three months. Cash
equivalents are highly liquid investments that mature in no more than three
months from the date of acquisition and that are readily convertible to known
amounts of cash with insignificant risk of change in value.
Financial Instruments
The Company only enters into basic financial instruments transactions that
result in the recognition of financial assets and liabilities like trade and
other debtors and creditors, loans from banks and other third parties, loans to
related parties and investments in non-puttable ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one
year), including loans and other accounts receivable and payable, are initially
measured at present value of the future cash flows and subsequently at
amortised cost using the effective interest method. Debt instruments that are
payable or receivable within one year, typically trade debtors and creditors,
are measured, initially and subsequently, at the undiscounted amount of the
cash or other consideration expected to be paid or received. However, if the
arrangements of a short-term instrument constitute a financing transaction,
like the payment of a trade debt deferred beyond normal business terms or
financed at a rate of interest that is not a market rate or in case of an
out-right short-term loan not at market rate, the financial asset or liability
is measured, initially, at the present value of the future cash flow discounted
at a market rate of interest for a similar debt instrument and subsequently at
amortised cost.
For financial assets measured at amortised cost, the impairment loss is
measured as the difference between an asset's carrying amount and the present
value of estimated cash flows discounted at the asset's original effective
interest rate. If a financial asset has a variable interest rate, the discount
rate for measuring any impairment loss is the current effective interest rate
determined under the contract.
Creditors
Short term creditors are measured at transaction price. Other financial
liabilities are measured initially at fair value, net of transaction costs, and
are measured subsequently at amortised cost using the effective interest
method.
2. JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
The preparation of the financial statements requires management to make
judgements, estimates and assumptions that effect the amounts reported for
assets and liabilities as at the balance sheet date and the amounts reported
for revenue and expenses during the year. However, the nature of the estimation
means that actual outcomes could differ from those estimates. There are no key
sources of estimation uncertainty.
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2016
3. TURNOVER
An analysis of turnover is as follows:
31.12.16 31.12.15
GBP GBP
Rental income 7,000 71,062
The future aggregate minimum rentals receivable under non-cancellable operating
leases within one year was GBPnil (2015 - GBP52,000).
4. STAFF COSTS
The average number of staff during the year was nil (2015-nil) and there were
no staff costs for the year ended 31 December 2016 or for the year ended
31 December 2015.
5. OPERATING (LOSS)/PROFIT
The operating loss (2015: operating profit) is stated after charging:
31.12.16 31.12.15
GBP GBP
Auditor's remuneration - fees payable to the Group's auditor for
the audit of the group's annual accounts. 8,000 11,500
Directors' remuneration - -
Details of the fees charged by the Chairman and other Directors are shown in
note 18 to these financial statements.
6. EXCEPTIONAL ITEM
This represents compensation received (less related expenses incurred) in
respect of the claim for mis-selling by RBS of its financial products.
7. INTEREST PAYABLE AND SIMILAR CHARGES
31.12.16 31.12.15
GBP GBP
Bank loan interest - 11,100
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2016
8. TAXATION
Analysis of the tax charge
The tax charge on the profit on ordinary activities for the year was as
follows:
31.12.16 31.12.15
GBP GBP
Current tax:
UK corporation tax - -
Tax on profit on ordinary activities - -
Reconciliation of effective tax rate
31.12.16 31.12.15
GBP GBP
(Loss)/Profit for the year (69,062) 23,517
Total tax expense - -
(Loss)/Profit for the year excluding taxation (69,062) 23,517
Tax using the UK corporation tax rate of 20% (2015: 20.25%) (13,812) 4,762
Non-deductible expenses (4,191) -
Current year losses 18,003 (4,762)
Total tax expense included in profit or loss - -
Factors that may affect future current and total tax charges
A deferred tax asset of GBP36,647 (2015 - GBP23,091) at the year end has not been
recognised in due to uncertainty surrounding the Group's future taxable
profits.
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2016
9. PROFIT OF PARENT COMPANY
As permitted by Section 408 of the Companies Act 2006, the Profit and Loss
account of the parent company is not presented as part of these financial
statements. The parent company's loss for the financial year was GBP67,784 (2015
- GBP10,346 loss).
10. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to
ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of
shares adjusted to assume the conversion of all dilutive potential ordinary
shares.
Reconciliations are set out below.
31.12.16
Earnings Weighted Per-share
GBP average amount
number of pence
shares
Basic EPS
Earnings attributable to ordinary shareholders (69,062) 1,970,688 (3.50)
Effect of dilutive securities - - -
Diluted EPS
Adjusted earnings (69,062) 1,970,688 (3.50)
31.12.16
Earnings Weighted Per-share
GBP average amount
number of pence
shares
Basic EPS
Earnings attributable to ordinary shareholders 23,517 1,970,688 1.19
Effect of dilutive securities - - -
Diluted EPS
Adjusted earnings 23,517 1,970,688 1.19
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2016
11. TANGIBLE FIXED ASSETS
Group
Freehold
property
GBP
VALUATION
At 1 January 2016
Disposals 300,000
(300,000)
At 31 December 2016 -
NET BOOK VALUE
At 31 December 2016 -
At 31 December 2015 300,000
If the investment property had been accounted for under the historic cost
accounting rules, the property would have been measured at GBPnil (2015 - GBP
296,257).
Company
Freehold
property
GBP
VALUATION
At 1 January 2016
Additions/Disposals -
-
At 31 December 2016 -
NET BOOK VALUE
At 31 December 2016 -
At 31 December 2015 -
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2016
12. FIXED ASSET INVESTMENTS
Company
31.12.16 31.12.15
GBP GBP
Shares in group undertakings 4 4
Loans to group undertakings - 947,259
4 947,263
Additional information is as follows:
The following relates to ordinary shares held in and loans made to the
subsidiary companies, Secured Property Developments (Scarborough) Limited and
SPD Discount Limited, both companies registered in England and both companies
being 100% owned by the holding company throughout the period.
Company
Shares in
group
undertakings
GBP
COST
At 1 January 2016 and 31 December 2016
4
NET BOOK VALUE
At 31 December 2016 4
At 31 December 2015 4
Company
Loans to
group
undertakings
GBP
At 1 January 2016 947,259
Repaid in the (947,259)
year
At 31 December 2016 -
During the year loans to group undertakings were settled by offsetting them
against amounts due to group undertakings.
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2016
13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company
31.12.16 31.12.15 31.12.16 31.12.15
GBP GBP GBP GBP
Trade debtors - 51,742 - 46,278
Prepayments and accrued income 3,968 - 3,968 3,953
Amounts due from related 388,381 - 388,381 -
parties
Other debtors - 4,929 - -
392,349 56,671 392,349 50,231
14. CASH AND CASH EQUIVALENTS
Group Company
31.12.16 31.12.15 31.12.16 31.12.15
GBP GBP GBP GBP
Cash at bank 341,074 442,048 326,948 427,921
341,074 442,048 326,948 427,921
15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company
31.12.16 31.12.15 31.12.16 31.12.15
GBP GBP GBP GBP
Trade creditors 3,671 5,289 3,671 5,289
Amounts owed to group - - 245,179 889,025
undertakings
Tax 1,181 1,469 1,238 1,526
Other creditors 8,652 8,560 5,773 5,681
Accrued expenses 31,284 25,704 27,284 19,954
44,788 41,022 283,145 921,475
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2016
16. CALLED UP SHARE CAPITAL
Allotted, issued and fully paid:
Number: Class: Nominal 31.12.16 31.12.15
value:
GBP GBP
1,970,688 Ordinary GBP0.20p 394,138 394,138
1,236,154 Deferred GBP0.02p 24,723 24,723
418,861
418,861 418,861
The respective rights of the shareholders are as follows:
Ordinary shares
The ordinary shares have the right to all available capital and distributable
profits subject only to any right available to the deferred shares on winding
up.
Deferred shares
The deferred shares have no rights to vote, receive notices, or attend general
meetings, nor to any income. On the return of capital on a winding-up or
otherwise the deferred shares have no entitlement until the sum of GBP100,000 per
ordinary share shall have been distributed.
17. RESERVES
Share premium:
Includes the premium paid by shareholders on ordinary shares.
Retained earnings:
Includes all current and prior periods retained profits and losses, less
dividends paid.
18. RELATED PARTY DISCLOSURES
During the period the company entered into transactions, in the ordinary course
of the business, with other related parties. Transactions entered into, and
trading balances outstanding at 31 December, are as follows:
Transactions with key management personnel
J Townsend:
During the year, Mr Townsend received GBP25,008 (2015 - GBP6,252) in respect of
professional fees. The amount outstanding as at the year end was GBP2,084 (2015 -
GBP2,084).
J Soper:
During the year, Mr Soper received GBP9,592 (2015 - GBP7,301) in respect of
professional fees.
R Shane:
At the year end date an amount of GBP160 (2015 - GBP160) was due to Mr Shane in
respect of expenses incurred on behalf of the holding company.
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2016
19. RELATED PARTY DISCLOSURES (continued)
Transactions with other related parties
St James's Property Services Limited:
St James's Property Services Limited of which R Shane is a director and
shareholder received GBP17,500 (2015 - GBP22,775) from the holding company in
respect of management services. The amount outstanding at the year end is GBP
17,871 (2015 - GBP8,371).
St James's Property Services Limited also received GBP8,705 (2015 - GBP8,568) from
the holding company in respect of rent and other expenses.
Guildhall Brokers and Consultants Limited:
Guildhall Brokers and Consultants Limited of which R Shane is a director and
shareholder received GBP1,340 (2015 - GBP3,694) for insurance premiums.
Space Property Corporation Limited:
During the year the holding company provided a loan to Space Property
Corporation Limited of which R Shane is the sole beneficial shareholder. The
amount included in debtors at the year end is GBP388,381 which includes interest
charged in the year of GBP8,324. The holding company received GBP1,500 from Space
Property Corporation Limited for contribution to legal fees incurred during the
year.
Shane Computer Consulting Limited:
Shane Computer Consulting Limited of which R Shane's son is a director and
shareholder received GBP6,000 (2015 - GBP6,000) from the holding company in respect
of computer services.
Terms and conditions of transactions with related parties
Transactions with related parties are made at normal market prices. Outstanding
balances with entities are unsecured, interest free and repayable on demand.
Key management personnel includes those persons having authority and
responsibility for planning, directing and controlling the activities of the
entity, directly or indirectly, including directors. Total amounts paid to key
management personnel during the period was GBP34,600 (2015 - GBP13,553).
20. FINANCIAL INSTRUMENTS
Group:
31.12.16 31.12.15
GBP GBP
Financial Assets
Financial assets that are debt instruments measured at 388,381 52,718
amortised costs
Financial Liabilities
Financial liabilities measured at amortised costs 43,550 39,497
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2016
20. FINANCIAL INSTRUMENTS (continued)
Company:
31.12.16 31.12.15
GBP GBP
Financial Assets 388,381 46,278
Financial assets that are debt instruments measured at
amortised costs
Financial Liabilities 281,905 919,949
Financial liabilities measured at amortised costs
The material risk arising form the Group and Company's financial instruments is
liquidity risk.
Liquidity risk
The objective of the Group and Company managing liquidity is to ensure it can
meet its financial obligations as and when they fall due. The Group and Company
expects to meet these through operating cash flows.
Lending facilities:
The Company provided a loan facility of GBP600,000 during the year at a rate of
compounded interest of 10.7% per annum. At 31 December 2016, GBP380,056 of the
facility was drawn down.
21. POST BALANCE SHEET EVENTS
The Directors of the subsidiary, Secured Property Developments
(Scarborough) Limited, are considering applying to Companies House to strike
off the company.
Form of proxy for use at the annual general meeting on Thursday 13th July 2017
I/We
_______________________________________________________________________________
(Please insert full name in BLOCK CAPITALS)
of
_________________________________________________________________________________
(Please insert address in BLOCK CAPITALS)
being (a) member(s) of the above named Company HEREBY APPOINT the Chairman of
the meeting (see note 6)
___________________________________________________________________________________
to act as my/our proxy at the Annual General Meeting of the Company to be held
on Thursday 13th July 2017 and at any adjournment thereof, and to vote on my/
our behalf as indicated below:
Resolution No. For Against
1 To adopt the directors' report and financial
statements for the year ended 31 December 2016
2 To re-elect R Shane as a director
3 To authorise, by special resolution in accordance
with s701 of the Companies Act 2006, the Board to
purchase up to 5% of the Company's own shares in the
open market at a minimum price of 15p per share and a
maximum price of 60p per share, such powers to expire
at the AGM to be held in 2018, or on 13 July 2018 if
earlier.
4 THAT Lubbock Fine be and are hereby appointed
auditors of the Company and will hold office from the
conclusion of this meeting until the conclusion of the
next general meeting at which accounts are laid before
the company, and that their remuneration be fixed by
the Directors.
Please indicate with an "X" in the space provided how you wish your votes to be
cast on a poll. Should this form be returned duly completed and signed, but
without a specific direction, the proxy will vote or abstain at his discretion.
Dated ______________________________ 2017 Signature
__________________________________
Notes
1. A proxy need not be a Member of the Company.
2. In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy, will be accepted to the exclusion of the votes
of the other joint holders. For this purpose seniority is determined by the
order in which the names stand in the Register of Members.
3. In the case of a corporation this proxy must be given under its Common
Seal or be signed on its behalf by an officer, attorney or other person duly
authorised.
4. To be valid this proxy must be deposited at the Company's Registered
Office not later than 48 hours before the time appointed for holding the
Meeting together, if appropriate, with the power of attorney or other authority
under which is a signed or potentially certified copy of such power of
authority.
5. Any alterations made on this form should be initialed.
6. If it is desired to appoint as a proxy any person other than the Chairman
of the Meeting, his/her name and address should be inserted in the relevant
place, reference to the Chairman deleted and the alteration initialed.
Affix stamp here
Second fold along this line
Secured Property Developments plc.
Unit 6 Orchard
Mews
42 Orchard Road
London
N6
5TR
First fold along
this line
Finally fold along this line and tuck in
END
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