Final Results
Secured Property Developments plc
Directors' report and financial statements
Registered number 2055395
For the Year ended 31 December 2009
Contents
Notice of meeting 1
Company information 2
Chairman's statement 3
Directors' report 4
Statement of directors' responsibilities
in respect of the Directors' Report
and the financial statements 6
Independent auditor's report to the
members of Secured Property Developments
plc 7
Consolidated profit and loss account 9
Consolidated balance sheet 10
Company balance sheet 11
Consolidated cash flow statement 12
Reconciliation of operating profit to
operating cash flows 12
Reconciliation of net cash flow to
movement in net debt 12
Reconciliation of movements in shareholders'
funds 13
Notes to the financial statements 14
Form of proxy for use at the annual general meeting on 18th May 2010 26
Notice of meeting
NOTICE IS HEREBY GIVEN that the Twenty first 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 18 May 2010 at 11 a.m. for
the following purposes:
1. To receive and adopt the financial statements for the year ended 31
December 2009, together with the reports of the Directors and Auditors
thereon.
2. To re-elect R E France as a director (retires by rotation)
3. To re-elect G W Green as a director (retires by rotation)
4. To re-elect D Duffield as a director (co-opted on 30 March 2010 and stands
for election)
5. To approve a dividend of ½ penny per Ordinary Share, recommended by the
Directors for payment to shareholders on the register at the close of business
on 14 May 2010.
6. To authorise, by special resolution in accordance with s95 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 20p per share and a maximum price of 60p per
share: such powers to expire at the AGM to be held in 2011, or on 18 May 2011
if earlier.
7. To re-appoint as Auditors KPMG Audit Plc, and to authorise the Directors to
agree their remuneration.
8. To transact any other ordinary business of the Company.
By order of the board
R B Dobrée Date 30 March 2010
Secretary
Notes:
1. 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.
2. 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.
Company information
Directors P Cottam
R E France
G W Green
R A Shane
P R Stansfield
D Duffield (appointed 30 March 2010)
Secretary R B Dobrée
Registered office Unit 6 Orchard Mews
42 Orchard Road
London
N6 5TR
Auditors KPMG Audit plc
St James' Square
Manchester
M2 6DS
Bankers The Royal Bank of Scotland
Piccadilly Circus Branch
48 Haymarket
London
SW17 4SE
Solicitors Stephenson Harwood
1 St Paul's Churchyard
London
EC4M 8SH
Share Dealing The Company's Ordinary shares are
quoted on the PLUS market and persons
can buy or sell shares through their
stockbroker.
Share Price The middle market price of the
Ordinary shares were quoted at 31
December 2009 on the PLUS Market at
22.5 pence per share (2008:32.50
pence per share)
Chairman's statement
The loss before tax in the year was £25,688 compared with a loss of £18,422
for 2008.
The property valuation as at 31 March 2008 incorporated in the 2008 accounts
resulted in a write down of 21.85% which was considered by the directors at
the time to be conservative. The directors are of the opinion that no change
is appropriate this year, as there is no current intention to dispose of any
of the properties and the present market makes objective property valuation
extremely difficult.
Notwithstanding the loss for the year, the Board considers it appropriate to
recommend the payment of a dividend subject to approval at the forthcoming
Annual General Meeting at the rate of 2½% (½ penny per share) which will cost
£9,903.
As expected 2009 has proved a difficult year, not least because the Group's
current cash balance continues to earn interest at a rate significantly below
the cost of the term borrowings.
Being well past normal retirement age I have decided to retire as Chairman and
as a member of the Board with effect from 2 April and therefore this will be
the last set of Annual Accounts that bear my signature.
My position as Chairman will be taken by Mr David Duffield who was co-opted to
the Board on 30 March 2010. Mr Duffield has a wide knowledge of and experience
in the property industry having held senior executive positions within the
industry. I wish him and the Board well in their endeavours to take the Group
forward during these difficult times.
The annual general meeting will take place at the Royal Automobile Club, 89
Pall Mall London, SW1Y 5HS on the Tuesday 18 of May 2010 at 11 a.m., and the
directors look forward to meeting those shareholders, who can attend.
Philip Cottam
Chairman
Date: 30 March 2010
Directors' report
The directors present their directors' report and financial statements for the
year ended 31 December 2009.
Principal activities
The principal activity of Secured Property Developments plc is investment in
commercial property. The group comprises the holding company, a finance
company and a second property company.
Business review
The results for the year are set out on page 9 of these consolidated financial
statements.
The group's investment properties are let at rents commensurate with local
market conditions and on terms that include periodic upwards adjustment,
financed by medium-term borrowings.
Derivatives and other financial instruments
The group's financial instruments comprise borrowings, some cash and liquid
resources, convertible unsecured loan stock and various items, such as trade
debtors, trade creditors, that arise directly from its operations. The main
purpose of these financial instruments is to raise finance for the group's
operations.
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. These policies
have remained unchanged since the beginning of 2002.
Interest rate risk
The group finances its operations through bank borrowings. Currently the group
borrows at a rate of interest fixed by a swap agreement on all its borrowings.
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. The maturity dates of the various loans to the
group are set out in note 15 of these financial statements.
Proposed dividend and transfer to reserves
The directors recommend the payment of a dividend of ½ penny per share,
payable on 21 June 2010 to those on the register of shareholders at the close
of business on 14 May 2010.
The loss for the year retained in the group is £25,688 (2008: loss £18,442).
Directors and directors' interests
The directors who held office during the year were as follows:
P Cottam
D Duffield (appointed 30 March 2010)
R E France
G W Green
R A Shane
P R Stansfield
Mr Cottam has submitted his resignation from the Board with effect from 2
April 2010.
Directors' report (continued)
Directors and directors' interests (continued)
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 Interest
at at
Director Company Class
30 March 1 April
2010 2009
P Cottam SPD plc* Ordinary shares 27,375 27,375
Deferred shares 4,000 4,000
D Duffield SPD plc* Ordinary shares 0] -
R E France SPD plc* Ordinary shares 88,888 88,888
G W Green SPD plc* Ordinary shares 90,000 90,000
Deferred shares 30,000 30,000
R A Shane SPD plc* Ordinary shares 574,456 574,456
Deferred shares 154,666 154,666
P R Stansfield SPD plc* Ordinary shares 6,250 6,250
* SPD plc is used above as an abbreviation for Secured Property Developments
plc.
The interests of the directors shown above at 30tht March 2010 and 1 April
2009 were held respectively at 31 December 2009 and 31 December 2008.
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 28 March 2010
R E France 4.51%
G W Green 4.57%
R A Shane 27.32%
Political and charitable contributions
The group made no political or charitable donations during the year.
Disclosure of information to auditors
The directors who held office at the date of approval of this directors'
report confirm that, so far as they are each aware, there is no relevant audit
information of which the Company's auditors are unaware; and each director has
taken all the steps that he ought to have taken as a director to make himself
aware of any relevant audit information and to establish that the Company's
auditors are aware of that information.
Auditors
In accordance with Section 489 of the Companies act 2006, a resolution for the
reappointment of KPMG Audit Plc as auditors of the company is to be proposed
at the forthcoming Annual General Meeting.
By order of the board
R B Dobrée Unit 6 Orchard Mews
Secretary 42 Orchard Road
London
Date : 30 March 2010 N6 5TR
Statement of directors' responsibilities in respect of the Directors' Report
and the financial statements
The directors are responsible for preparing the Directors' Report 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 they have elected to prepare the group and
parent company financial statements in accordance with UK Accounting Standards
and applicable law (UK Generally Accepted Accounting Practice).
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 group and parent company and of their profit or loss for that
period. In preparing each of the group and parent company financial
statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and estimates that are reasonable and prudent;
- state whether applicable UK Accounting Standards have been followed, subject
to any material departures disclosed and explained in the financial
statements;
- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the group and the parent company will continue
in business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the parent company's transactions and disclose
with reasonable accuracy at any time the financial position of the parent
company and enable them to ensure that its financial statements comply with
the Companies Act 2006. They have general responsibility for taking such steps
as are reasonably open to them to safeguard the assets of the group and to
prevent and detect fraud and other irregularities.
ABCD
KPMG Audit Plc
St James' Square
Manchester
M2 6DS
United Kingdom
Independent auditor's report 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 2009 which comprise the Consolidated Profit and
Loss Account, the Consolidated and Company balance sheets, the Consolidated
Cash Flow Statement, the Reconciliation of Movements in Shareholders' Funds
and the related notes. The financial reporting framework that has been applied
in their preparation is applicable law and UK Accounting Standards (UK
Generally Accepted Accounting Practice).
This report is made solely to the company's members, 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 members 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 members, 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 set out
on page 6, 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 the financial statements in accordance with
applicable law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's (APB's)
Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on
the APB's web-site at www.frc.org.uk/apb/scope/UKNP.
Opinion on financial statements
In our opinion the financial statements:
- give a true and fair view of the state of the group's and the parent
company's affairs as at 31 December 2009 and of the group's loss for the year
then ended;
- have been properly prepared in accordance with UK 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 the information given in the Directors' Report for the
financial year for which the financial statements are prepared is consistent
with the financial statements.
Independent auditor's report 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 by the parent company, or
returns adequate for our audit have not been received from branches not
visited by us; or
– the parent company 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.
Ian Goalen (Senior Statutory Auditor)
for and on behalf of KPMG Audit Plc, Statutory Auditor
Chartered Accountants
St James' Square
Manchester
M2 6DS
Date: 30 March 2010
Consolidated profit and loss account
for the year ended 31 December 2009
Note 2009 2008
£ £
Turnover from continuing 2 151,325 143,032
operations
Cost of sales (10,377) (10,765)
Gross profit 140,948 132,267
Administrative expenses (69,584) (95,901)
Operating profit from 71,364 36,366
continuing operations
Other interest receivable and 6 5,844 26,776
similar income
Interest payable and similar 7 (102,896) (81,564)
charges
Loss on ordinary activities
before taxation
2-7 (25,688) (18,422)
Taxation 8 - -
Loss on ordinary activities
after taxation and retained
for the financial year 18 (25,688) (18,422)
Loss per share 10 (1.3)p (0.9)p
The company has no recognised gains or losses other than the loss in either
the current or preceding year and therefore no statement of total recognised
gains and losses has been presented.
All income is from continuing operations.
The notes on pages 14 to 24 form part of these financial statements.
Consolidated balance sheet
at 31 December 2009
Note 2009 2009 2008 2008
£ £ £ £
Fixed assets
Tangible assets 11 2,110,000 2,110,000
Current assets
Debtors 13 9,544 17,804
Cash at bank and in hand 672,284 698,152
681,828 715,956
Creditors: amounts falling due 14 (58,888) (57,475)
within one year
Net current assets 622,940 658,481
________ __ ________
Total assets less current 2,732,940 2,768,481
liabilities
Creditors: amounts falling due 15 (1,500,000) (1,500,000)
after more than one year
Net assets 1,232,940 1,268,481
Capital and reserves
Called up share capital 17 418,861 418,861
Share premium account 18 3,473 3,473
Revaluation reserve 18 661,861 661,861
Profit and loss account 18 148,745 184,286
Shareholders' funds 1,232,940 1,268,481
These financial statements were approved by the board of directors on 30 March
2010 and were signed on its behalf by:
The notes on pages 14 to 24 form part of these financial statements.
P Cottam R A Shane
Director Director
Registered number: 2055395
Company balance sheet
at 31 December 2009
Note 2009 2009 2008 2008
£ £ £ £
Fixed assets
Tangible assets 11 610,000 610,000
Investments 12 947,263 947,263
1,557,263 1,557,263
Current assets
Debtors 13 47,945 55,642
Cash at bank and in hand 658,157 688,447
706,102 744,089
Creditors: amounts falling due 14 (28,439) (15,323)
within one year
Net current assets 677,663 728,766
Total assets less current 2,234,926 2,286,029
liabilities
Creditors: amounts falling due 15 (1,500,000) (1,500,000)
after more than one year
Net assets 734,926 786,029
Capital and reserves
Called up share capital 17 418,861 418,861
Share premium account 18 3,473 3,473
Revaluation reserve 18 198,763 198,763
Profit and loss account 18 113,829 164,932
Shareholders' funds 734,926 786,029
These financial statements were approved by the board of directors on 30 March
2010 and were signed on its behalf by:
The notes on pages 14 to 24 form part of these financial statements.
P Cottam R A Shane
Director Director
Registered number: 2055395
Consolidated cash flow statement
for the year ended 31 December 2009
Note 2009 2008
£ £
Cash flow from operating 81,037 25,276
activities
Returns on investments and 20 (97,052) (54,788)
servicing of finance
Taxation - (19,197)
Dividends (9,853) (18,116)
Cash inflow before financing (25,868) (66,825)
Financing 20 - 530,463
Decrease/(increase) in cash 21 (25,868) 463,638
in the year
Reconciliation of operating profit to operating cash flows
for the year ended 31 December 2009
2009 2008
£ £
Operating profit 71,364 36,366
Decrease/(increase) in 8,260 (10,045)
debtors
Increase/(decrease) in 1,413 (1,045)
creditors
Net cash inflow from 81,037 25,276
operating activities
Reconciliation of net cash flow to movement in net debt
for the year ended 31 December 2009
Note 2009 2008
£ £
Increase in cash in the year 21 (25,868) 463,638
Cash inflow from increase in debt - (530,463)
Movement in net debt in the year (25,868) (66,825)
Net debt at beginning of the year 21 (801,848) (735,023)
Net debt at end of the year 21 (827,716) (801,848)
Reconciliation of movements in shareholders' funds
for the year ended 31 December 2009
Group Company
2009 2008 2009 2008
£ £ £ £
Loss for the financial year (25,688) (18,422) (41,250) (12,316)
Dividends (9,853) (19,707) (9,853) (19,707)
Net reduction in (35,541) (38,129) (51,103) (32,023)
shareholders' funds
Opening shareholders' funds 1,268,481 1,306,610 786,029 818,052
Closing shareholders' funds 1,232,940 1,268,481 734,926 786,029
Notes to the financial statements
(forming part of the financial statements)
1 Accounting policies
The following accounting policies have been applied consistently in dealing
with items which are considered material in relation to the financial
statements, except as noted below.
Basis of preparation
The financial statements have been prepared under the historical cost
accounting rules as modified by the revaluation of investment properties and
in accordance with applicable accounting standards. The financial statements
are in compliance with the Companies Act 2006 except that, as noted below,
investment properties are not depreciated.
Basis of consolidation
The group financial statements consolidate the financial statements of Secured
Property Developments plc and its subsidiary undertakings. These financial
statements are made up to 31 December 2009.
Unless otherwise stated, the acquisition method of accounting has been
adopted. Under this method, the results of subsidiary and associated
undertakings acquired or disposed of in the year are included in the
consolidated profit and loss account from the date of acquisition or up to the
date of disposal.
In accordance with s408 of the Companies Act 2006 Secured Property
Developments plc is exempt from the requirement to present its own profit and
loss account. The result for the financial year dealt with in the financial
statements of Secured Property Developments plc is disclosed in note 18 to
these financial statements.
Going concern
The directors have considered the future profitability of the company and its
ability to continue as a going concern and have prepared profit and cash flow
forecasts into the future. Based on these projections the directors are
satisfied that, for the foreseeable future, the company can meet its working
capital requirements. Consequently the financial statements have been prepared
on a going concern basis.
Investment properties
In accordance with SSAP 19, depreciation is not charged on investment
properties held by the group. This is a departure from the requirements of the
Companies Act 2006 which requires all properties to be depreciated. Such
properties are not held for consumption but for investment and the directors
consider that to depreciate them would not give a true and fair view.
Investment properties are revalued annually by the directors and periodic
external valuations are completed when considered necessary, usually over a
five year period. The aggregate surplus or deficit is transferred to a
revaluation reserve. The directors consider that this policy results in the
accounts giving a true and fair view.
Taxation
The charge for taxation is based on the profit for the year and takes into
account taxation deferred because of timing differences between the treatment
of certain items for taxation and accounting purposes. Deferred tax is
recognised without discounting, in respect of all timing differences between
the treatment of certain items for taxation and accounting purposes which have
arisen but not reversed by the balance sheet date, except as otherwise
required by Financial Reporting Standard 19.
Notes (continued)
1 Accounting policies (continued)
Classification of financial instruments issued by the Group
Following the adoption of FRS 25, financial instruments issued by the Group
are treated as equity (i.e. forming part of shareholders' funds) only to the
extent that they meet the following two conditions:
- they include no contractual obligations upon the Company (or Group as the
case may be) 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 Company (or Group); and
- where the instrument will or may be settled in the Company's own equity
instruments, it is either a non-derivative that includes no obligation to
deliver a variable number of the Company's own equity instruments or is a
derivative that will be settled by the Company's exchanging a fixed amount of
cash or other financial assets for a fixed number of its own equity
instruments.
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 Company'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.
Finance payments associated with financial liabilities are dealt with as part
of interest payable and similar charges. Finance payments associated with
financial instruments that are classified as part of shareholders' funds, are
dealt with as appropriations in the reconciliation of movements in
shareholders' funds.
Cash and liquid resources
Cash, for the purpose of the cash flow statement, comprises cash in hand and
deposits repayable on demand, less overdrafts payable on demand.
Turnover
Turnover represents the amounts (excluding value added tax) derived from
rental income from investment properties and from interest earned on loans
during the year.
2 Turnover and profit on ordinary activities before taxation
Turnover and profit on ordinary activities before taxation are attributable to
the principal activities of the group.
Turnover was derived from the activities of the group as follows:
2009 2008
£ £
Rental income from investment properties 151,201 141,375
Interest earned on loans 124 1,657
151,325 143,032
All turnover and pre-tax profit on ordinary activities before taxation was
earned in the UK.
Notes (continued)
3 Profit on ordinary activities before taxation
2009 2008
£ £
Loss on ordinary activities before taxation is stated
after charging:
Auditors' remuneration
Audit services 9,660 9,660
Other services - compliance tax work 3,110 2,250
The audit fee of the group of £9,660 includes £4,500 (2008: £4,500) in
relation to the company.
4 Remuneration of directors
The chairman received fees of £11,571(2008: £10,192) and one other director
received fees of £16,050(2008: £24,972) which was paid to his employer in
respect of his services (see note 22).
5 Staff numbers and costs
The average number of persons employed by the Company (including directors)
during the year, analysed by category, was as follows:
Number of employees
2009 2008
Directors 5 5
There are no payroll costs other than those disclosed in note 4.
6 Other interest receivable and similar income
2009 2008
£ £
Bank interest receivable 5,844 26,776
7 Interest payable and similar charges 2009 2008
£ £
On bank loans 102,896 81,564
Notes (continued)
8 Taxation
Analysis of charge in year
2009 2008
£ £
UK corporation tax
Current tax on income for the year - -
Total current tax - -
Tax on profit on ordinary activities - -
Factors affecting the tax charge for the current period
The current tax charge for the year is higher (2008: higher) than the standard
rate of corporation tax in the UK (28%, 2008:28%). The differences are
explained below.
2009 2008
£ £
Current tax reconciliation
Loss on ordinary activities before tax (25,688) (18,422)
Current tax at 28% (2008: 28%) (7,192) (5,158)
Effects of:
Expenses not deductible for tax purposes - 84
Movement in tax losses (7,192) 5,074
Total current tax charge (see above) - -
Notes (continued)
9 Deferred tax
An analysis of the unrecognised deferred taxation asset is set out below.
Group Company
2009 2008 2009 2008
£ £ £ £
Deferred tax asset at (16,867) (46,166) (15,156) (11,793)
beginning of year
Under provision in prior year - 34,373 - -
Deferred tax asset at (16,867) (11,793) (15,156) (11,793)
beginning of year, as
restated
Tax losses incurred in the (7,192) (5,074) (8,902) (3,363)
period
Deferred tax asset at end of (24,059) (16,867) (24,058) (15,156)
year
The deferred tax asset has not been recognised on the basis that the timing
differences and tax losses may not be recovered in the foreseeable future.
10 Earnings per share
The calculation of the earnings per share figure is based on the following:
2009 2008
Loss after tax 25,688 18,422
Weighted average number of ordinary shares 1,970,688 1,970,688
Loss per share (1.3)p (0.9)p
Notes (continued)
11 Tangible fixed assets
Group Investment
properties
£
Cost or valuation
At beginning and end of year 2,110,000
Net book value
At 31 December 2009 2,110,000
At 31 December 2008 2,110,000
2009 2008
£ £
Historical cost of revalued assets 1,448,139 1,448,139
Historical cost net book value of revalued assets 1,448,139 1,448,139
Company Investment
properties
£
Cost or valuation
At beginning and end of year 610,000
Net book value
At 31 December 2009 610,000
At 31 December 2008 610,000
2009 2008
£ £
Historical cost of revalued assets 411,237 411,237
Historical cost net book value of revalued assets 411,237 411,237
Group and company
The directors re-assessed the investment properties of the Group on 31
December 2009. The re-assessment took account of a professional revaluation of
both the Scarborough and York properties by Chartered Surveyors Atis Real UK
Ltd, as at 31 March 2008. Both external valuations were completed in
accordance with the current edition of the Practice Statements and Guidance
Notes of the Appraisal and Valuation Standards prepared by the Royal
Institution of Chartered Surveyors.
The valuation of 31st March 2008 resulted in a write down of the Group's
property values by 21.85% and was considered at the time by the Directors to
be conservative. The Directors are of the opinion that it is appropriate to
leave the values unchanged for the purpose of these accounts.
Notes (continued)
12 Investments
Company Loans to Shares in
subsidiaries subsidiaries Total
£ £ £
Cost
At beginning and end of year 989,376 4 989,380
Provisions for diminution in
value
At beginning and end of the 42,117 - 42,117
year
Net book value
At 31 December 2009 947,259 4 947,263
At 31 December 2008 947,259 4 947,263
Shares in group undertakings represent the company's investment in SPD
Discount Limited and Secured Property Developments (Scarborough) Limited. At
31 December 2009 and 2008 the company held 100% of the ordinary share capital
of each of the subsidiary undertakings.
Both subsidiary undertakings are registered in England and Wales. SPD Discount
Limited was trading as a finance company but has ceased to trade within the
year, and the principal activity of Secured Property Developments
(Scarborough) Limited is property investment.
13 Debtors
Group Company
2009 2008 2009 2008
£ £ £ £
Trade debtors - 13,573 - -
Amounts owed by subsidiary - - 43,334 32,020
undertakings
Prepayments and accrued 9,544 4,231 4,611 4,353
income
Taxes and social security - - - 19,269
9,544 17,804 47,945 55,642
All amounts fall due within one year.
14 Creditors: amounts falling due within one year
Group Company
2009 2008 2009 2008
£ £ £ £
Taxes and social security 8,865 3,636 5,306 1,924
Other creditors 17,121 15,112 5,923 4,739
Accruals and deferred income 32,902 38,727 17,210 8,660
58,888 57,475 28,439 15,323
Notes (continued)
15 Creditors: amounts falling due after more than one year
Group Company
2009 2008 2009 2008
£ £ £ £
Bank loan 1,500,000 1,500,000 1,500,000 1,500,000
The bank loan is secured by a fixed charge on the properties of Secured
Property Developments (Scarborough) Limited and of the Company. It is
repayable on 2 June 2013. The interest rate is fixed by a swap agreement to
6.92%.
Analysis of bank loan
Group Company
2009 2008 2009 2008
£ £ £ £
Amounts falling due:
Between two and five years 1,500,000 1,500,000 1,500,000 1,500,000
16 Derivatives and other financial instruments
The group's policies with regard to financial instruments are set out on page
15. Short term debtors and creditors have been omitted from all disclosures.
Financial assets
The group has £658,157 (2008: £698,152) held in cash as financial assets as
well as short term debtors.
Financial liabilities
The interest rate profile of the group's financial liabilities as at 31
December 2009 was:
Fixed rate Weighted Financial
weighted average liabilities
on
Fixed rate average period for
which no
financial interest which rate
interest is
Total liabilities rate is fixed
charged
£ £ % Years £
2009 1,500,000 1,500,000 6.00 3.42 nil
2008 1,500,000 1,500,000 6.92 4.42 nil
2007 997,265 997,265 6.69 1.28 nil
2006 1,003,636 1,003,636 6.68 2.46 nil
Maturity of financial liabilities
The maturity profile at 31 December 2009 of the group's financial liabilities,
other than short term creditors such as trade creditors and accruals is set
out in note 15.
Fair values of the group's financial asset and liabilities
There is no material difference between the fair value and the book value of
the group's financial assets and liabilities.
Notes (continued)
17 Called up share capital
2009 2008
£ £
Authorised
18,863,846 ordinary shares of 20p each 3,772,769 3,772,769
1,236,154 deferred shares of 2p each 24,723 24,723
3,797,492 3,797,492
Allotted, called up and fully paid
1,970,688 ordinary shares of 20p each 394,138 394,138
1,236,154 deferred shares of 2p each 24,723 24,723
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.
Notes (continued)
18 Reserves
Group Share Revaluation Profit and
premium reserve loss
account account
£ £ £
At beginning of year 3,473 661,861 184,286
Loss for the financial year - - (25,688)
3,473 661,681 158,598
Dividend paid during the year - - (9,853)
At end of year 3,473 661,861 148,745
Company
Share Revaluation Profit and
premium reserve loss
account account
£ £ £
At beginning of year 3,473 198,763 164,932
Loss for the financial year - - (41,250)
3,473 198,763 123,682
Dividend paid during the year - - (9,853)
At end of year 3,473 198,763 113,829
The proposed dividend payable on 21 June 2010 has not been charged to the
profit and loss account as it is subject to approval in Annual General
Meeting.
19 Commitments
Neither the group nor the company had any contractual commitments at the year
end (2008: £nil).
20 Analysis of items netted in the cash flow statement
2009 2008
£ £
Return on investments and servicing of finance
Interest paid (102,896) (81,564)
Interest received 5,844 26,776
Net cash outflow from returns on investments and (97,052) (54,788)
servicing of finance
Financing
Loan repayments - (969,537)
Loan receipts - 1,500,000
Net cash inflow from financing - 530,463
Notes (continued)
21 Analysis of changes in net debt
31 December 31 December
2008 Cash flows 2009
£ £ £
Cash in hand and at bank 698,152 (25,868) 672,284
Debt due after one year (1,500,000) - (1,500,000)
(801,848) (25,868) (827,716)
22 Related party transactions
St James's Property Services Limited of which R A Shane is a director and
shareholder has received £19,731 (2008: £29,982) from the holding company in
respect of management services, including directors' fees of £15,130 (2008:
£24,972). Guildhall Brokers and Consultants Limited of which R A Shane is a
director and shareholder has received £7,099 for insurance premiums. The
amount outstanding at the year end is £nil (2008: £nil). P Cottam has received
fees amounting to £11,525 (2008:£10,192) from the holding company in respect
of professional fees. The amount outstanding at the year end is £nil (2008:
£nil).
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Form of proxy for use at the annual general meeting on 18th May 2010
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 Tuesday 18th May 2010 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 2009
2 To re-elect R E France as a director
3 To re-elect G W Green as a director
4 To re-elect D Duffield as a director
5 To approve a dividend of ½ penny per ordinary
share, recommended by the directors for payment to
shareholders on the register at the close of business
on 15th May 2010
6 To authorise the Board to purchase up to 5% of the
company's own shares in the open market at a minimum
price of 20p per share and a maximum price of 60p per
share, such powers to expire at the AGM to be held in
2010 or on 19th May 2010, if earlier
7 To appoint KPMG Audit Plc as auditors and to
authorise the Board to agree their remuneration
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 ______________________________ 2010 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 a potentially certified copy of such power or authority.
5. Any alterations made on this form should be initialled.
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 initialled.
Secured Property Developments plc.
Unit 6 Orchard Mews
42 Orchard Road
London
N6 5TR
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