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 |
| 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
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
Secretary |
Date: 22 May
2017 |
|
|
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.
Director |
Company |
Class |
Interest at
31 December 2016
Number |
Interest at
1 January 2016
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: £nil).
The loss for the year retained in the group is £69,062 (2015:
£23,517
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 |
£ |
|
£ |
|
|
|
|
|
| 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
Item |
6 |
- |
|
35,303 |
| 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 |
£ |
£ |
£ |
£ |
| 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 |
£ |
£ |
£ |
£ |
| 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
year |
15 |
(283,145) |
|
(921,475) |
|
|
|
|
|
|
|
| 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 share
capital |
|
Profit & Loss
Account |
|
Share premium |
|
Total equity |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
| 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 share
capital |
|
Profit & Loss
Account |
|
Share premium |
|
Total equity |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
| 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 |
|
|
£ |
|
£ |
| Cash flows from operating
activities |
|
|
|
|
| (Loss)/profit for the financial
year |
|
(69,062) |
|
23,517 |
| 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 £1.
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 |
|
|
£ |
|
£ |
| Rental income |
|
7,000 |
|
71,062 |
The future aggregate minimum rentals receivable under
non-cancellable operating leases within one year was £nil (2015 -
£52,000).
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 |
|
£ |
|
£ |
| 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 |
|
|
£ |
|
£ |
| 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 |
|
£ |
|
£ |
|
|
|
|
| Current tax: |
|
|
|
| UK corporation tax |
- |
|
- |
|
|
|
|
| Tax on profit on ordinary
activities |
- |
|
- |
Reconciliation of effective tax
rate
|
31.12.16 |
|
31.12.15 |
|
£ |
|
£ |
| (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 £36,647 (2015 - £23,091) 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 £67,784 (2015 - £10,346 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 average number
of shares |
|
Per-share amount
pence |
|
|
|
|
|
|
| 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 average number
of shares |
|
Per-share amount
pence |
|
|
|
|
|
|
| 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
£ |
|
|
| 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 £nil (2015 – £296,257).
| Company |
|
|
Freehold property
£ |
|
|
| 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 |
|
£ |
|
£ |
| 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 |
|
|
£ |
|
|
|
| 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 |
|
|
£ |
|
|
|
| At 1 January 2016 |
|
947,259 |
| Repaid in the
year |
|
(947,259) |
| 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 |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
| Trade debtors |
- |
|
51,742 |
|
- |
|
46,278 |
| Prepayments and accrued income |
3,968 |
|
- |
|
3,968 |
|
3,953 |
| Amounts due from related
parties |
388,381 |
|
- |
|
388,381 |
|
- |
| 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 |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
| 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 |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
| Trade creditors |
3,671 |
|
5,289 |
|
3,671 |
|
5,289 |
| Amounts owed to group
undertakings |
- |
|
- |
|
245,179 |
|
889,025 |
| 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 value: |
31.12.16 |
|
31.12.15 |
|
|
|
|
£ |
|
£ |
| 1,970,688 |
Ordinary |
|
£0.20p |
394,138 |
|
394,138 |
| 1,236,154 |
Deferred |
|
£0.02p |
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 £100,000 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 £25,008 (2015 - £6,252) in
respect of professional fees. The amount outstanding as at the year
end was £2,084 (2015 - £2,084).
J Soper:
During the year, Mr Soper received £9,592 (2015 - £7,301) in
respect of professional fees.
R Shane:
At the year end date an amount of £160 (2015 - £160) 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 £17,500 (2015 - £22,775) from the
holding company in respect of management services. The amount
outstanding at the year end is £17,871 (2015 - £8,371).
St James’s Property Services Limited also received £8,705 (2015
- £8,568) 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 £1,340 (2015 - £3,694) 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 £388,381 which includes interest charged in the year of
£8,324. The holding company received £1,500 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 £6,000 (2015 - £6,000) 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 £34,600 (2015 - £13,553).
20. FINANCIAL INSTRUMENTS
Group:
|
31.12.16 |
|
31.12.15 |
|
£ |
|
£ |
| Financial Assets |
|
|
|
| Financial assets that are debt
instruments measured at amortised costs |
388,381 |
|
52,718 |
|
|
|
|
|
|
|
|
| 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 |
|
£ |
|
£ |
|
|
|
|
| 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 £600,000 during the year
at a rate of compounded interest of 10.7% per annum. At
31 December 2016, £380,056 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.
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