Final Results

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
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

Consolidated Income Statement

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Financial Statements

16

Secured Property Developments plc

Company Information

for the Year Ended 31 December 2016

      DIRECTORS:            J Townsend
       R France
       R Shane
       P Stansfield
       J Soper


 

SECRETARY:

I Cobden

REGISTERED OFFICE:   Unit 6
                                           42 Orchard Road
                                           London
                                           N6 5TR


REGISTERED NUMBER: 02055395 (England and Wales)


AUDITOR:  Lubbock Fine
                    Chartered Accountants & Statutory Auditors
                    Paternoster House
                    65 St. Paul’s Churchyard
                   London EC4M 8AB
                                                                                                
SHARE DEALING:       The Company’s Ordinary shares are quoted on the NEX Exchange (formerly the ISDX market) and persons can buy or sell shares through their stockbroker.


REGISTRARS:           Avenir Registrars Ltd
                                    Suite A, 6 Honduras Street,
                                    London
                                    EC1Y 0TH
                                    [e-mail]
                                    www.avenir-registrars.co.uk
                                                                                                            Telephone [phone]
                                                                                                
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 31^st 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
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 13^th 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 13^th July 2017  and at any adjournment thereof, and to vote on my/our behalf as indicated below:

Resolution No.	For	Against
1 To adopt the directors’ report and financial statements for the year ended 31 December 2016
2 To re-elect R Shane  as a director
3 To authorise, by special resolution in accordance with s701 of the Companies Act 2006, the Board to purchase up to 5% of the Company’s own shares in the open market at a minimum price of 15p per share and a maximum price of 60p per share, such powers to expire at the AGM to be held in 2018, or on 13 July 2018 if earlier.
4 THAT Lubbock Fine be and are hereby appointed auditors of the Company and will hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the company, and that their remuneration be fixed by the Directors.

Please indicate with an “X” in the space provided how you wish your votes to be cast on a poll.  Should this form be returned duly completed and signed, but without a specific direction, the proxy will vote or abstain at his discretion.

Dated ______________________________ 2017   Signature __________________________________

Notes

1.   A proxy need not be a Member of the Company.

2.   In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by the order in which the names stand in the Register of Members.

3.   In the case of a corporation this proxy must be given under its Common Seal or be signed on its behalf by an officer, attorney or other person duly authorised.

4.   To be valid this proxy must be deposited at the Company’s Registered Office not later than 48 hours before the time appointed for holding the Meeting together, if appropriate, with the power of attorney or other authority under which is a signed or potentially certified copy of such power of authority.

5.   Any alterations made on this form should be initialed.

6.   If it is desired to appoint as a proxy any person other than the Chairman of the Meeting, his/her name and address should be inserted in the relevant place, reference to the Chairman deleted and the alteration initialed.

Affix stamp here

                        Second fold along this line

                                    Secured Property Developments plc.

                                    Unit 6 Orchard Mews                                                   

                                    42 Orchard Road

                                    London

                                    N6 5TR                                                                                     First fold along

                                                                                                                        this line

                                    Finally fold along this line and tuck in