Annual report and
Consolidated Financial Statements for the Year Ended 31 December 2015
for
Secured Property Developments plc
Secured Property Developments plc
Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2015
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 members of 8
Secured Property Developments plc
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 Cash Flow Statement 16
Notes to the Consolidated Financial Statements 17
Consolidated Reconciliation of Equity 28
Company Reconciliation of Equity 30
Consolidated Reconciliation of Profit 32
Secured Property Developments plc
Company Information
for the Year Ended 31 December 2015
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: KPMG LLP
8 Princes Parade
Liverpool
L3 1QH
SHARE DEALING: The Company's Ordinary shares are quoted
on the ICAP Security and Derivative Exchange
(ISDX) 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 2015 on the ISDX
(previously the PLUS Market) at 18.5p pence per share (2014:
20.5 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 Wednesday 6 July 2016 at
11am for the following purposes:
* To receive and adopt the financial statement for the year ended 31 December
2015 together with the reports of the Directors and the Auditor thereon.
* To re-elect J Townsend as a director (retired by rotation)
* To re-elect R France 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 20p per share and a maximum
price of 60p per share, such powers to expire at the AGM to be held in
2017, or on 6 July 2017 if earlier.
* To appoint as Auditor KPMG LLP, 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: 6 May 2016
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 UK property market remains challenging with strong competition in all
sectors and in the areas previously identified as potential targets for
investment.
The Board continues to seek the right opportunity to acquire either an existing
residential property for conversion or a potential development site in the
South or South East.
Due to the lack of available sites at sensible prices and following a Board
Meeting held in December 2015, the decision was taken to widen the search area
outside the M25 and to also consider acquiring a former commercial building
with a view to converting it to residential, whether it be from former offices
or public houses.
Residential investments are also being considered as well as new build
apartments which might benefit from Crossrail in 2018 and properties have so
far been appraised in Romford, Woolwich and Acton.
In order to add further firepower to our available resources, the Company's
final property in Newborough in Scarborough was offered at Allsop's February
2016 auction and I am pleased to report that it successfully sold for a price
in excess of the reserve at £327,500.
We will continue to search over the forthcoming year for the right product and
may well consider a joint venture if the right development opportunity should
arise.
Finally, I would like to thank my predecessor, David Duffield, for all his
efforts for the Company up until his retirement.
AGM
The Annual General Meeting will take place at the Royal Automobile Club, 89
Pall Mall, London SW1Y 5HS on Wednesday 6th July 2016 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 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
for the reasons set out in note 1 to the financial statements.
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.
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.
Signed on behalf of the Board
R Shane Dated: 6 May 2016
Director
Secured Property Developments plc
Report of the Directors
for the Year Ended 31 December 2015
The directors present their report with the financial statements of the Company
and the Group for the year ended 31 December 2015.
DIRECTORS
The directors shown below have held office during the whole of the period from
1 January 2015 to the date of this report (except as detailed below).
J Townsend (appointed 1st October 2015)
R France
G Green (resigned 29st July 2015)
R Shane
P Stansfield
J Soper
D Duffield (resigned 31st July 2015)
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 Interest
at 31 at
December 1 January
2015 2015
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 2015
R France 4.51%
G Green 4.57%
R Shane 29.15%
Proposed dividend and transfer to reserves
The directors do not recommend the payment of a dividend (2014: £nil).
The profit for the year retained in the group is £23,517 (2014: £359,524).
Report of the Directors
for the Year Ended 31 December 2015 (continued)
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, will be proposed for re-appointment at the forthcoming
Annual General Meeting.
ON BEHALF OF THE BOARD:
....................................................................
I Cobden - Secretary
Date: 6 May 2016
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 2015 set out on pages 10 to 32. The financial
reporting framework that has been applied in their preparation is applicable
law and UK Accounting Standards (UK Generally Accepted Accounting Practice),
including FRS 102 The Financial Reporting Standard applicable in the UK and
Republic of Ireland.
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 auditor's 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 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 Auditing Practices
Board'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 Financial Reporting Council's website at www.frc.org.uk/
auditscopeukprivate.
Opinion on financial statements
In our opinion the financial statements:
* give a true and fair view of the state of the group's and of the
parent company's affairs as at 31 December 2015 and of the
group's profit for the year then ended;
* have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice, including Financial
Reporting Standard 102 'The Financial Reporting Standard
applicable in the UK and Republic of Ireland; 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 Strategic report and Report of the
Directors for the financial year for which the financial statements are
prepared is consistent with the strategic report and the financial statements.
Report of the Independent Auditors 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.
Hywel Jones (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
8 Princes Parade
Liverpool
L3 1QH
Date: 10 May 2016
Consolidated Income Statement
for the Year Ended 31 December 2015
31.12.15 31.12.14
Notes £ £
TURNOVER 71,062 148,437
Cost of sales (3,432) (3,991)
_______ _______
GROSS PROFIT 67,630 144,446
Administrative expenses (122,534) (109,435)
_______ _______
OPERATING (LOSS)/PROFIT 3 (54,904) 35,011
Exceptional Item 4 35,303 431,976
Profit on sale of tangible fixed assets 51,601 -
_______ _______
PROFIT ON ORDINARY ACTIVITIES BEFORE
INTEREST AND TAXATION 32,000 466,987
Interest receivable and similar 2,617 2,728
income
Interest payable and
similar charges 5 (11,100) (65,671)
_______ _______
PROFIT ON ORDINARY
ACTIVITIES BEFORE 23,517 404,044
TAXATION
Tax on profit
on ordinary
activities 6 - (44,520)
_______ _______
PROFIT FOR THE FINANCIAL
YEAR FOR THE GROUP 23,517 359,524
======== ========
Profit attributable to:
Owners of the parent 23,517 359,524
======== ========
Earnings per share expressed
in pence per share: 8
Basic 1.19 18.24
Diluted 1.19 18.24
====== ======
The Company has no recognised gains or losses other than those disclosed in the
Income Statement above. Consequently, no Other Comprehensive Income statement
is presented.
The notes form part of these financial statements
Consolidated Balance Sheet
31 December 2015
31.12.15 31.12.14
Notes £ £ £ £
FIXED ASSETS
Tangible assets 9 300,000 1,550,000
CURRENT ASSETS
Debtors 11 56,671 26,806
Cash in hand 442,048 859,284
__________ __________
498,719 886,090
CREDITORS
Amounts falling due
within one year 12 (41,022) (1,701,910)
__________ __________
NET CURRENT ASSETS/(LIABILITIES) 457,697 (815,820)
__________ __________
NET ASSETS 757,697 734,180
========== ==========
CAPITAL AND RESERVES
Called up share capital 14 418,861 418,861
Share premium 3,473 3,473
Profit and Loss Account 335,363 311,846
__________ __________
SHAREHOLDERS' FUNDS 757,697 734,180
========== ==========
The financial statements were approved by the Board of Directors on 6 May 2016
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 2015
31.12.15 31.12.14
Notes £ £ £ £
FIXED ASSETS
Tangible assets 9 - 500,000
Investments 10 947,263 947,263
__________ __________
947,263 1,447,263
CURRENT ASSETS
Debtors 11 50,231 4,504
Cash in hand 427,921 845,157
__________ __________
478,152 849,661
CREDITORS
Amounts falling due
within one year 12 (921,475) (1,782,638)
__________ __________
NET CURRENT LIABILITIES (443,323) (932,977)
__________ __________
NET ASSETS 503,940 514,286
========== ==========
CAPITAL AND RESERVES
Called up share capital 14 418,861 418,861
Share premium 3,473 3,473
Retained earnings 81,606 91,952
__________ __________
SHAREHOLDERS' FUNDS 503,940 514,286
========== ==========
The financial statements were approved by the Board of Directors on 6 May 2016
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 2015
Called up Profit
share & Loss Share Total
capital Account premium equity
£ £ £ £
Balance at 1 January 2014 418,861 (47,678) 3,473 374,656
Changes in equity
Total comprehensive income - 359,524 - 359,524
_________ _________ _________ _________
Balance at 31 December 2014 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
========= ========= ========= =========
The notes form part of these financial statements
Company Statement of Changes in Equity
for the Year Ended 31 December 2015
Called up Profit
share & Loss Share Total
capital Account premium equity
£ £ £ £
Balance at 1 January 2014 418,861 (91,262) 3,473 331,072
Changes in equity
Total comprehensive income - 183,214 - 183,214
_________ _________ _________ _________
Balance at 31 December 2014 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
========= ========= ========= =========
The notes form part of these financial statements
Consolidated Cash Flow Statement
for the Year Ended 31 December 2015
31.12.15 31.12.14
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 (1,658,753) 542,528
Interest paid (11,100) (65,671)
Profit on sale of fixed assets (51,601) -
__________ __________
Net cash from operating activities (1,721,454) 476,857
__________ __________
Cash flows from investing activities
Sale of tangible fixed assets 1,301,601 -
Interest received 2,617 2,728
__________ __________
Net cash from investing activities 1,304,218 2,728
Cash flows from financing activities
- -
__________ __________
Net cash from financing activities - -
__________ __________
__________ __________
Increase in cash (417,236) 479,585
and cash
equivalents
Cash and
cash equivalents at
beginning of year 2 859,284 379,698
__________ __________
Cash and
equivalents
at end of
year 2 442,048 859,284
========== ==========
The notes form part of these financial statements
Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2015
1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
31.12.15 31.12.14
£ £
Profit before taxation 23,517 404,044
Finance costs 11,100 65,671
Finance income (2,617) (2,728)
_________ _________
32,000 466,987
Decrease/(increase) in trade and other debtors (29,865) 43,001
(Decrease)/increase in trade and other creditors (1,660,888) 32,540
_________ _________
Cash generated from operations (1,658,753) 542,528
========= =========
2. CASH AND CASH EQUIVALENTS
The amounts disclosed on the Consolidated Cash Flow Statement in respect of
cash and cash equivalents are in respect of these Balance Sheet amounts:
Year ended 31 December 2015
31.12.15 1.1.15
£ £
Cash and cash equivalents 442,048 859,284
========= =========
Year ended 31 December 2014
31.12.14 1.1.14
£ £
Cash and cash equivalents 859,284 379,698
========= =========
Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2015
1. ACCOUNTING POLICIES
Secured Property Developments plc (the "Company") is a company limited by
shares and incorporated and domiciled in the UK.
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") as issued in August
2014. The amendments to FRS 102 issued in July 2015 and effective immediately
have been applied. The presentation currency of these financial statements is
sterling. All amounts in the financial statements have been rounded to the
nearest £1.
In the transition to FRS 102 from old UK GAAP, the Group has made measurement
and recognition adjustments. An explanation of how the transition to FRS 102
has affected financial position and financial performance of the Group is
provided on page 28 to 29.
In the transition to FRS 102 from old UK GAAP, the Company has made measurement
and recognition adjustments. An explanation of how the transition to FRS 102
has affected financial position and financial performance of the Company is
provided on page 30 to 32.
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 is measured at the fair value of the consideration received or
receivable, excluding discounts, rebates, value added tax and other sales
taxes.
Going Concern Basis
These financial statements have been prepared on the going concern basis of
accounting notwithstanding that the Parent Company had net current liabilities
of £443,323 as at 31 December 2015. The net current liability position in the
Parent Company arises as a result of inter-company indebtedness within the
Group which is eliminated on consolidation leaving positive Group net current
assets as shown in the Group Consolidated Balance Sheet.
The directors have prepared cash flow forecasts for a period of 12 months
following the approval of these financial statements and consider the Group to
have sufficient cash to be able to meet its financial obligations for at least
the next 12 months, based on these cash flow forecasts.
For these reasons, they continue to adopt the going concern basis in preparing
the annual financial statements. Accordingly, the financial statements do not
include the adjustments that would result if the Group and Company were unable
to continue as a going concern.
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2015
Basis of consolidation
The consolidated financial statements include the financial statements of the
Company and its subsidiary undertakings made up to 31 December 2015. 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.
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 until a reliable measure of fair value
becomes available.
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2015
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.
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2015
2. STAFF COSTS
There were no staff costs for the year ended 31 December 2015 nor for the year
ended 31 December 2014.
3. OPERATING (LOSS)/PROFIT
The operating loss (2014: operating profit) is stated after charging:
31.12.15 31.12.14
£ £
Auditor's remuneration 11,500 11,000
========= =========
Directors' remuneration - -
======= =======
======= =======
Details of the fees charged by the Chairman and other Directors are shown in
note 15 to these financial statements.
4. EXCEPTIONAL ITEM
This represents compensation received (less related expenses incurred in the
year) in respect of the claim for mis-selling by RBS of its financial products.
5. INTEREST PAYABLE AND SIMILAR CHARGES
31.12.15 31.12.14
£ £
Bank loan interest 11,100 65,671
========= =========
6. TAXATION
Analysis of the tax charge
The tax charge on the profit on ordinary activities for the year was as
follows:
31.12.15 31.12.14
£ £
Current tax:
UK corporation tax - 44,520
_________ _________
Tax on profit on ordinary activities - 44,520
========= =========
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2015
6. TAXATION (continued)
Reconciliation of effective tax rate
31.12.15 31.12.14
£ £
Profit for the year 23,517 359,524
Total tax expense - 44,520
_________ _________
Profit for the year excluding taxation 23,517 404,044
Tax using the UK corporation tax rate of 20.25% 4,762 86,870
(2014: 21.5%)
Non-deductible expenses - -
Current year losses for which no deferred tax
asset was recognised (4,762) (42,350)
_________ _________
Total tax expense included in profit or loss - 44,520
========= =========
Factors that may affect future current and total tax charges
Reductions in the UK corporation tax rate from 23% to 21% (effective from 1
April 2014) and 20% (effective from 1 April 2015) were substantively enacted on
2 July 2013. Further reductions to 19% (effective from 1 April 2017) and to 18%
(effective 1 April 2020) were substantively enacted on 26 October 2015. This
will reduce the company's future current tax charge accordingly.
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2015
7. 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 £10,346 (2014
- £183,214 profit).
8. 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.
31.12.15
Weighted
average
number Per-share
Earnings of amount
£ shares 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
========== ========= =========
31.12.15
Weighted
average
number Per-share
Earnings of amount
£ shares pence
Basic EPS
Earnings attributable to ordinary shareholders 359,524 1,970,688 18.24
Effect of dilutive securities - - -
__________ _________ _________
Diluted EPS
Adjusted earnings 359,524 1,970,688 18.24
========== ========= =========
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2015
9. TANGIBLE FIXED ASSETS
Group
Freehold
property
£
VALUATION
At 1 January 2015 1,550,000
Disposals (1,250,000)
___________
At 31 December 2015 300,000
___________
NET BOOK VALUE
At 31 December 2015 300,000
===========
At 31 December 2014 1,550,000
===========
Company
Freehold
property
£
VALUATION
At 1 January 2015 500,000
Disposals (500,000)
___________
At 31 December 2015 -
___________
NET BOOK VALUE
At 31 December 2015 -
===========
At 31 December 2014 500,000
===========
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2015
10. FIXED ASSET INVESTMENTS
Company
31.12.15 31.12.14
£ £
Shares in group undertakings 4 4
Loans to group undertakings 947,259 947,259
_______ _______
947,263 947,263
======= =======
Additional information is as follows:
The following relates to 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 2015
and 31 December 2015 4
_______
NET BOOK VALUE
At 31 December 2015 4
=======
At 31 December 2014 4
=======
Company
Loans to
group
undertakings
£
At 1 January 2015
and 31 December 2015 947,259
=======
11 . DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company
31.12.15 31.12.14 31.12.15 31.12.14
£ £ £ £
Trade debtors 51,742 24,477 46,278 2,157
Other debtors 4,929 2,329 3,953 2,347
_______ _______ _______ _______
56,671 26,806 50,231 4,504
======= ======= ======= =======
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2015
12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company
31.12.15 31.12.14 31.12.15 31.12.14
£ £ £ £
Bank loans and overdrafts
(see note 13) - 1,500,000 - 1,500,000
Trade creditors 5,289 2,633 5,289 2,633
Amounts owed to group
undertakings - - 889,025 158,475
Tax 1,469 51,567 1,526 7,105
Other creditors 8,560 25,241 5,681 57,240
Accrued expenses 25,704 122,469 19,954 57,185
_______ _______ _______ _______
41,022 1,701,910 921,475 1,782,638
======= ========= ======== =========
13. LOANS
An analysis of the maturity of loans is given below:
Group Company
31.12.15 31.12.14 31.12.15 31.12.14
£ £ £ £
Amounts falling due within
one year or on demand:
Bank loans - 1,500,000 - 1,500,000
========= ========= ========= =========
14. CALLED UP SHARE CAPITAL
Allotted, issued and fully paid:
Number: Class: Nominal 31.12.15 31.12.14
value: £ £
1,970,688 Ordinary £0.20 p 394,138 394,138
1,236,154 Deferred £0.02 p 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 to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2015
15. RELATED PARTY DISCLOSURES
R Shane
Companies in which Mr Shane is a shareholder.
St James's Property Services Limited of which R Shane is a director and
shareholder has received £22,775 (2014: £30,930) from the holding company in
respect of management services, including directors' fees of £22,775 (2014: £
30,930). The amount outstanding at the year end is £8,000 (2014: £62,930).
Guildhall Brokers and Consultants Limited of which R A Shane is a director and
shareholder has received £3,694 (2014: £6,004) for insurance premiums. The
amount outstanding at the year end is £nil (2014: £nil).
J Townsend
Since appointment as Chairman during the year, Mr Townsend has received £6,252
in respect of professional fees (2014:£nil). The amount outstanding as at the
year end was £2,084
J Soper
J Soper has received £7,301 (2014: £2,136) in respect of professional fees. The
amount outstanding at the year end is £nil (2014: £2,136).
16. POST BALANCE SHEET EVENTS
On 8 February 2016 the property at 12 Newborough, Scarborough was sold at
auction for an amount of £327,500. This is a non-adjusting post balance sheet
event.
Secured Property Developments plc
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") as issued in August
2014. The amendments to FRS 102 issued in July 2015 and effective immediately
have been applied.
Previously the financial statements were prepared in accordance with Generally
Accepted Accounting Practice as applied in the United Kingdom (UK GAAP).
An explanation of how the transition to FRS 102 has affected financial position
and financial performance of the Group and Company is shown on the following
pages.
Consolidated Reconciliation of Equity
1 January 2014
(Date of Transition to FRS 102)
Effect of
UK transition
GAAP to FRS 102 FRS 102
Notes £ £ £
FIXED ASSETS
Tangible assets 9 1,550,000 - 1,550,000
_________ _________ _________
CURRENT ASSETS
Debtors 11 69,807 - 69,807
Cash in hand 379,698 - 379,698
_________ _________ _________
449,505 - 449,505
CREDITORS
Amounts falling due
within one year 12 (1,624,849) - (1,624,849)
_________ _________ _________
NET CURRENT LIABILITIES (1,175,344) - (1,175,344)
_________ _________ _________
TOTAL ASSETS LESS 374,656 - 374,656
CURRENT LIABILITIES _________ _________ _________
NET ASSETS 374,656 - 374,656
========= ========= =========
CAPITAL AND RESERVES
Called up share capital 14 418,861 - 418,861
Share premium 3,473 - 3,473
Revaluation reserve 101,861 (101,861) -
Profit and Loss Account (149,539) 101,861 (47,678)
_________ _________ _________
SHAREHOLDERS' FUNDS 374,656 - 374,656
========= ========= =========
The notes form part of these financial statements
Secured Property Developments plc
Consolidated Reconciliation of Equity - continued
31 December 2014
Effect of
UK transition
GAAP to FRS 102 FRS 102
Notes £ £ £
FIXED ASSETS
Tangible assets 9 1,550,000 - 1,550,000
_________ _________ _________
1,550,000 - 1,550,000
_________ _________ _________
CURRENT ASSETS
Debtors 11 24,486 - 24,486
Prepayments and accrued
income 2,320 - 2,320
Cash in hand 859,283 - 859,283
_________ _________ _________
886,090 - 886,090
_________ _________ _________
CREDITORS
Amounts falling due
within one year 12 (1,701,910) - (1,701,910)
_________ _________ _________
NET CURRENT LIABILITIES (815,820) - (815,820)
_________ _________ _________
TOTAL ASSETS LESS 734,180 - 734,180
CURRENT LIABILITIES _________ _________ _________
NET ASSETS 734,180 - 734,180
========= ========= =========
CAPITAL AND RESERVES
Called up share capital 14 418,861 - 418,861
Share premium 3,473 - 3,473
Revaluation reserve 101,861 (101,861) -
Retained earnings 209,985 101,861 311,846
SHAREHOLDERS' FUNDS 734,180 - 734,180
========= ========= =========
The notes form part of these financial statements
Secured Property Developments plc
Company Reconciliation of Equity
1 January 2014
(Date of Transition to FRS 102)
Effect of
UK transition
GAAP to FRS 102 FRS 102
Notes £ £ £
FIXED ASSETS
Tangible assets 9 500,000 - 500,000
Investments 10 947,263 947,263
_________ _________ _________
1,447,263 1,447,263
CURRENT ASSETS
Debtors 11 125,889 - 125,889
Cash in hand 365,571 - 365,571
_________ _________ _________
491,460 - 491,460
_________ _________ _________
CREDITORS
Amounts falling due
within one year 12 (1,607,651) - (1,607,651)
_________ _________ _________
NET CURRENT LIABILITIES (1,116,191) - (1,116,191)
_________ _________ _________
TOTAL ASSETS LESS 331,072 - 331,072
CURRENT LIABILITIES
_________ _________ _________
NET ASSETS 331,072 - 331,072
========= ========= =========
CAPITAL AND RESERVES
Called up share capital 14 418,861 - 418,861
Share premium 3,473 - 3,473
Revaluation reserve 88,763 (88,763) -
Profit and Loss Account (180,025) 88,763 (91,262)
_________ _________ _________
SHAREHOLDERS' FUNDS 331,072 - 331,072
========= ========= =========
Secured Property Developments plc
Company Reconciliation of Equity - continued
31 December 2014
Effect of
UK transition
GAAP to FRS 102 FRS 102
Notes £ £ £
FIXED ASSETS
Tangible assets 9 500,000 - 500,000
Investments 10 947,263 - 947,263
_________ _________ _________
1,447,263 - 1,447,263
CURRENT ASSETS
Debtors 11 4,504 - 4,504
Cash in hand 845,157 - 845,157
_________ _________ _________
849,661 - 849,157
_________ _________ _________
CREDITORS
Amounts falling due 12 (1,782,638) - (1,782,638)
within one year
_________ _________ _________
NET CURRENT LIABILITIES (932,977) - (932,977)
TOTAL ASSETS LESS
CURRENT LIABILITIES 514,286 - 514,286
_________ _________ _________
NET ASSETS 514,286 - 514,286
========= ========= =========
CAPITAL AND RESERVES
Called up share capital 14 418,861 - 418,861
Share premium 3,473 - 3,473
Revaluation reserve 88,763 (88,763) -
Retained earnings 3,189 88,763 91,952
_________ _________ _________
SHAREHOLDERS' FUNDS 514,286 - 514,286
========= ========= =========
Secured Property Developments plc
Reconciliation of Profit
for the Year Ended 31 December 2014
Effect of
UK transition
GAAP to FRS 102 FRS 102
£ £ £
TURNOVER 151,033 - 151,033
Cost of sales (6,587) - (6,587)
_________ _________ _________
GROSS PROFIT 144,446 - 144,446
Administrative expenses (182,907) - (182,907)
Other operating income 69,054 - 69,054
_________ _________ _________
OPERATING PROFIT 30,593 - 30,593
Compensation received 436,394 - 436,394
Interest receivable and similar income 2,728 - 2,728
Interest payable and similar charges (65,671) - (65,671)
_________ _________ _________
PROFIT ON ORDINARY ACTIVITIES BEFORE 404,044 - 404,044
TAXATION
Tax on profit on (44,520) - (44,520)
ordinary activities
_________ _________ _________
PROFIT FOR THE FINANCIAL YEAR 359,524 - 359,524
========= ========= =========
Profit attributable to:
Owners of the parent 359,524 - 359,524
========= ========= =========
Form of proxy for use at the annual general meeting on Wednesday 6 July 2016
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 Wednesday 6th July 2016 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 2015
2 To re-elect J Townsend as a director
3 To re-elect R France as a director
4 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 20p per share and a maximum
price of 60p per share, such powers to expire
at the AGM to be held in 2017, or on 6 July
2017 if earlier.
5 THAT KPMG LLP 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 ______________________________ 2016 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 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.
Second fold along this line
Affix
stamp
here
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
