TIDMSPD
Annual report and
Consolidated Financial Statements for the Year Ended 31 December 2018
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 2018
Page
Company Information 1
Notice of Meeting 2
Chairman's Statement 3
Strategic Report 4
Report of the Directors 6
Report of the Independent Auditor to the shareholders of Secured
Property Developments plc 8
Consolidated Income Statement 11
Consolidated Balance Sheet 12
Company Balance Sheet 13
Consolidated Statement of Changes in Equity 14
Company Statement of Changes in Equity 15
Consolidated Cash Flow Statement 16
Notes to the Consolidated Financial Statements 17
Secured Property Developments plc
Company Information
for the Year Ended 31 December 2018
DIRECTORS:
J Townsend
R France
R Shane
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
5 St. John's Lane
London
EC1M 4BH
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 2018
on the NEX (previously the IDEX Market) at 25 pence per share (2017:14.5 pence
per share)
Notice of meeting
NOTICE IS HEREBY GIVEN that the twenty seventh Annual General Meeting of
Secured Property Developments plc will be held at The Royal Automobile Club, 89
Pall Mall, London, SW1Y 5HS on Wednesday 29 May 2019 at 11am for the following
purposes:
* To receive and adopt the financial statement for the year ended 31 December
2018 together with the reports of the Directors and the Auditor thereon.
* To re-elect J Townsend 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 10p per share and a maximum
price of 60p per share, such powers to expire at the AGM to be held in
2020, or on 29 May 2020 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 2020.
By Order of the Board
I H Cobden Date: 30th April 2019
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
We have continued to assess buying opportunities to invest in, both residential
and commercial, in the hope that the farce surrounding Brexit, might have
produced something by now, suitable for the Board to recommend for an
acquisition.
However, competition continues to remain intense and the prices being achieved
exceeding by some margin the levels we feel are worth investing at and despite
a number of attempts to acquire suitable propositions, we have, as yet, been
unsuccessful.
We continue to trawl all the auction catalogues nationwide as well as those
opportunities being offered by private treaty and still remain optimistic that
something will eventually fall into place.
With yet another extension granted on Brexit to 31st October 2019, we feel that
the uncertainty it is causing will eventually generate a buying opportunity,
encouraging more realistic pricing by the auctioneers on behalf of their vendor
clients.
Our optimism for the future is borne out by both John Soper and I taking the
decision to personally invest in the company's shares, when the opportunity
arose late last year and we are determined to find the right proposal to invest
the company's funds.
I would like to thank our auditors, Lubbock Fine, as well as my fellow
Directors for their sterling work throughout the year, acting as always, in the
best interests of our many shareholders for whom we thank for their continued
patience until the right opportunity arises.
John 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 11 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.
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
Director
Dated: 30th April 2019
Secured Property Developments plc
Report of the Directors
for the Year Ended 31 December 2018
The directors present their report with the financial statements of the Company
and the Group for the year ended 31 December 2018.
DIRECTORS
The directors shown below held office during the period from 1 January 2018 to
the date of this report unless otherwise stated.
J Townsend
R France
R Shane
J Soper
The directors who held office at the end of the financial year had the
following interests in the shares and loan stock of the group companies as
recorded in the register of directors' share and debenture interests.
Interest at Interest at
Director Company Class 31 December 2018 1 January 2018
Number Number
J Townsend SPD plc* Ordinary shares 85,076 -
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
J Soper SPD plc* Ordinary shares 85,076 -
* 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 2018
R France 4.51%
G Green 4.57%
R Shane 29.15%
J Townsend 4.32%
J Soper 4.32%
Proposed dividend and transfer to reserves
The directors do not recommend the payment of a dividend (2017: GBPnil).
The loss for the year retained in the group is GBP91,741 (2017: GBP42,878
loss).
Events since the year end
There have been no significant events since the year end.
Financial Instruments
Details of the group financial risk management objectives and policies are
included in the notes to the financial statements.
FUTURE DEVELOPMENTS
Following the sale of the last of the investment properties and repayment of
loans 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 group 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
Under section 487(2) of the Companies Act 2006, Lubbock Fine will have been
deemed to have been reappointed as auditors 28 days after these financial
statements have been sent to members or 28 days after the latest date
prescribed for filing the accounts with the Registrar, whichever is earlier.
ON BEHALF OF THE BOARD:
....................................................................
I Cobden - Secretary
Date: 30th April 2019
Secured Property Developments
Plc
Independent Audit Report
For the Year Ended 31 December 2018
To the members of Secured Property Developments Plc,
OPINION
We have audited the consolidated financial statements of Secured Property
Developments Plc (the 'parent Company') and its subsidiaries (the 'Group') for
the year ended 31 December 2018, which comprise the Group Income Statement, the
Group and Company Balance Sheets, the Group and Company Statement of Changes in
Equity and the related notes, including a summary of significant accounting
policies. The financial reporting framework that has been applied in their
preparation is applicable law and United Kingdom Accounting Standards,
including Financial Reporting Standard 102 'The Financial Reporting Standard
applicable in the UK and Republic of Ireland' (United Kingdom Generally
Accepted Accounting Practice).
In our opinion the consolidated 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 2018 and of the Group's profit 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.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards
are further described in the Auditors' responsibilities for the audit of the
financial statements section of our report. We are independent of the Group and
Company in accordance with the ethical requirements that are relevant to our
audit of the consolidated financial statements in the United Kingdom, including
the Financial Reporting Council's Ethical Standard, and we have fulfilled our
other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
CONCLUSIONS RELATING TO GOING CONCERN
We have nothing to report in respect of the following matters in relation to
which the ISAs (UK) require us to report to you where:
* the directors' use of the going concern basis of accounting in the
preparation of the consolidated financial statements is not appropriate; or
* the directors have not disclosed in the consolidated financial statements
any identified material uncertainties that may cast significant doubt about
the Group's or the parent Company's ability to continue to adopt the going
concern basis of accounting for a period of at least twelve months from the
date when the consolidated financial statements are authorised for issue.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the consolidated financial statements of
the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which
had the greatest effect on: the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the consolidated
financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
Key audit matter How our audit addressed the key audit
matter
Verification of bank balance Our procedures in relation to the
verification of the bank balance included:
At the balance sheet date, the balance per
the bank was significantly material. - Confirming the balance to the bank
confirmation letter
There is a risk that this figure is not
accurate and that the balance therefore
does not exist. - Agreeing the balance to the bank
statements
OUR APPLICATION OF MATERIALITY
The scope and focus of our audit was influenced by our assessment and
application of materiality. We apply the concept of materiality both in
planning and performing our audit, and in evaluating the effect of
misstatements on our audit and on the consolidated financial statements.
We define financial statements materiality as the magnitude by which
misstatements, including omissions, could influence the economic decisions
taken on the basis of the consolidated financial statements by reasonable
users.
We also determine a level of performance materiality, which we use to determine
the extent of testing needed to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds materiality for the consolidated financial statements as a whole.
* Overall materiality - We determine materiality for the consolidated
financial statements as a whole to be GBP27,500. This was based on the key
performance indicator, being 5% of net assets. We believe net asset values
are the most appropriate bench mark due to the minimal income statement
activity during the year and existence of key balance sheet items.
* Performance materiality - On the basis of our risk assessment, together
with our assessment of the company's control environment, our judgement is
that performance materiality for the consolidated financial statements
should be 65% of materiality, amounting to GBP17,900.
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the consolidated financial statements. In
particular, we looked at where the directors made subjective judgements, for
example in respect of significant accounting estimates that involved making
assumptions and considering future events that are inherently uncertain.
We tailored the scope of our audit to ensure that we performed sufficient work
to be able to give an opinion on the financial statements as a whole, taking
into account an understanding of the structure of the group and company, its
activities, the accounting processes and controls, and the industry in which
they operate. Our planned audit testing was directed accordingly and was
focused on areas where we assessed there to be the highest risk of material
misstatement. During the audit, we reassessed and re-valuated audit risks and
tailored our approach accordingly.
The audit testing included substantive testing on significant transactions,
balances and disclosures, the extent of which was based on various factors such
as our overall assessment of the control environment, the effectiveness of
controls and management of specific risk.
We communicated with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant findings,
including any significant deficiencies in internal control that we identify
during the audit.
OTHER INFORMATION
The directors are responsible for the other information. The other information
comprises the information included in the Annual Report, other than the
consolidated financial statements and our Auditors' Report thereon. Our opinion
on the consolidated financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether there is a material misstatement in the consolidated
financial statements or a material misstatement of the other information. If,
based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
OPINION ON OTHER MATTERS 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 Group Strategic Report and the Directors'
Report for the financial year for which the financial statements are
prepared is consistent with the consolidated financial statements; and
* the Group Strategic Report and the Directors' Report have been prepared in
accordance with applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the Group and the parent
Company and its environment obtained in the course of the audit, we have not
identified material misstatements in the Group Strategic Report or the
Directors' Report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
* adequate accounting records have not been kept by the Group, or returns
adequate for our audit have not been received from branches not visited by
us; or
* the Group consolidated 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.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors' Responsibilities Statement on page 7,
the directors are responsible for the preparation of the consolidated financial
statements and for being satisfied that they give a true and fair view, and for
such internal control as the directors determine is necessary to enable the
preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are
responsible for assessing the Group and parent Company's ability to continue as
a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either
intend to liquidate the Group or the parent Company or to cease operations, or
have no realistic alternative but to do so.
AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE GROUP FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an Auditors' Report
that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial
statements.
A further description of our responsibilities for the audit of the consolidated
financial statements is located on the Financial Reporting Council's website
at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
Auditors' Report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company's members those matters we are
required to state to them in an Auditors' Report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company's members, as a body, for our
audit work, for this report, or for the opinions we have formed.
Lee Facey (Senior Statutory Auditor)
for and on behalf of
Lubbock Fine
Chartered Accountants & Statutory Auditors
3rd Floor Paternoster House
65 St Paul's Churchyard
London
EC4M 8AB
Date: 30th April 2019
Consolidated Income Statement
for the Year Ended 31 December 2018
31.12.18 31.12.17
Notes GBP GBP
TURNOVER 3 - -
Cost of sales - -
GROSS PROFIT - -
Administrative expenses (105,648) (90,302)
OPERATING (LOSS) 5 (105,648) (90,302)
Profit on sale of tangible fixed assets -
(LOSS) ON ORDINARY ACTIVITIES
BEFORE INTEREST AND TAXATION (90,302)
(105,648)
Interest receivable and similar income 13,907 47,424
Interest payable and similar charges - -
(LOSS) ON ORDINARY ACTIVITIES BEFORE
TAXATION (91,741) (42,878)
Tax on profit on ordinary activities 6 - -
(LOSS) FOR THE FINANCIAL YEAR FOR THE
GROUP (91,741) (42,878)
(Loss) attributable to:
Owners of the parent (91,741) (42,878)
Earnings per share expressed
in pence per share: 8
Basic (4.65) (2.17)
Diluted (4.65) (2.17)
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 2018
31.12.18 31.12.17
Notes GBP GBP GBP GBP
FIXED ASSETS
Tangible assets 9 - -
CURRENT ASSETS
Debtors 11 6,188 585,538
Cash in hand 12 583,997 124,674
590,185 710,212
CREDITORS
Amounts falling due within one year 13 (36,169) (64,455)
NET CURRENT ASSETS 554,016 645,757
TOTAL ASSETS LESS CURRENT LIABILITIES 554,016 645,757
CAPITAL AND RESERVES
Called up share capital 14 418,861 418,861
Share premium 3,473 3,473
Profit and Loss Account 131,682 223,423
SHAREHOLDERS' FUNDS 554,016 645,757
The financial statements were approved by the Board of Directors on 30th April
2019 and were signed on its behalf by:
....................................................................
J Townsend - Director
....................................................................
R Shane - Director
The notes form part of these financial statements
Company Balance Sheet
31 December 2018
31.12.18 31.12.17
Notes GBP GBP GBP GBP
FIXED ASSETS
Tangible assets 9 - -
Investments 10 4 4
4 4
CURRENT ASSETS
Debtors 11 6,188 584,739
Cash in hand 12 569,870 110,546
576,058 695,285
CREDITORS
Amounts falling due within one 13 (274,525) (302,011)
year
NET CURRENT ASSETS 301,533 393,274
TOTAL ASSETS LESS CURRENT LIABILITIES 301,537 393,278
CAPITAL AND RESERVES
Called up share capital 14 418,861 418,861
Share premium 3,473 3,473
Retained earnings (120,797) (29,056)
SHAREHOLDERS' FUNDS 301,537 393,278
The financial statements were approved by the Board of Directors on 30th April
2019 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 2018
Called up Profit & Share Total
share Loss premium equity
capital Account
GBP GBP GBP GBP
Balance at 1 January 2017 418,861 266,301 3,473 688,635
Changes in equity
Total comprehensive income - (42,878) - (42,878)
Balance at 31 December 2017 418,861 223,423 3,473 645,757
Changes in equity
Total comprehensive income - (91,741) - (91,741)
Balance at 31 December 2018 418,861 131,682 3,473 554,016
The notes form part of these financial statements
Company Statement of Changes in Equity
for the Year Ended 31 December 2018
Called up Profit & Share Total
share Loss Account premium equity
capital
GBP GBP GBP GBP
Balance at 1 January 2017 418,861 13,822 3,473 436,156
Changes in equity
Total comprehensive income - (42,878) - (42,878)
Balance at 31 December 2017 418,861 (29,056) 3,473 393,278
Changes in equity
Total comprehensive income - (91,741) - (91,741)
Balance at 31 December 2018 418,861 (120,797) 3,473 301,537
The notes form part of these financial statements
Consolidated Cash Flow Statement
for the Year Ended 31 December 2018
31.12.18 31.12.17
GBP GBP
Cash flows from operating activities
(Loss) for the financial (42,878)
year (91,741)
Interest received (13,907) (47,424)
Decrease /(increase) in debtors 579,350 (193,189)
Increase / (decrease) in creditors (28,286) 19,667
Net cash from operating activities 445,416 (263,824)
Cash flows from investing activities
Interest received 13,907 47,424
Net cash from investing activities 459,323 47,424
Cash flows from financing activities
Interest paid - -
Net cash from financing activities - -
Increase / (Decrease) in cash and cash equivalents 459,323 (216,400)
Cash and cash equivalents at beginning of year 124,674 341,074
Cash and cash equivalents at end of year 583,997 124,674
The notes form part of these financial statements
Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2018
1. ACCOUNTING POLICIES
Secured Property Developments plc (the "Company") is a public company limited
by shares and incorporated and domiciled in the UK. The address of the
Company's registered office is given in the company information page 1 of these
financial statements.
These Group and parent company financial statements were prepared in accordance
with Financial Reporting Standard 102 The Financial Reporting Standard
applicable in the UK and Republic of Ireland ("FRS 102"). The presentation
currency of these financial statements is sterling. All amounts in the
financial statements have been rounded to the nearest GBP1.
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 2018. 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 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.
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.
3. TURNOVER
An analysis of turnover is as follows:
31.12.18 31.12.17
GBP GBP
Rental income - -
The future aggregate minimum rentals receivable under non-cancellable operating
leases within one year was GBPnil (2017 - nil).
4. STAFF COSTS
The average number of staff during the year was nil (2017-nil) and there were
no staff costs for the year ended 31 December 2018 or for the year ended
31 December 2017.
5. OPERATING (LOSS)
The operating loss is stated after charging:
31.12.18 31.12.17
GBP GBP
Auditor's remuneration - fees payable to the Group's auditor for
the audit of the group's annual accounts. 6,000 5,000
Directors' remuneration - -
Details of the fees charged by the Chairman and other Directors are shown in
note 16 to these financial statements.
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2018
6. TAXATION
Analysis of the tax charge
The tax charge on the profit on ordinary activities for the year was as
follows:
31.12.18 31.12.17
GBP GBP
Current tax:
UK corporation tax - -
Tax on profit on ordinary activities - -
Reconciliation of effective tax rate
31.12.18 31.12.17
GBP GBP
(Loss) for the year (91,741) (42,878)
Total tax expense - -
(Loss) for the year excluding taxation (91,741)
(42,878)
Tax using the UK corporation tax rate of 19% (2017: 19.25%) (17,431) (8,254)
Non-deductible expenses -
Current year losses 17,431 8,254
Total tax expense included in profit or loss - -
Factors that may affect future current and total tax charges
A deferred tax asset of GBP54,036 (2017 - GBP38,440) at the year end has not been
recognised due to uncertainty surrounding the Group's future taxable profits.
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 GBP91,741 (2017
- GBP42,878 loss).
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.
31.12.18
Weighted Per-share
average amount
Earnings number of pence
GBP shares
Basic EPS
Earnings attributable to ordinary shareholders (91,741) 1,970,688 (4.65)
Effect of dilutive securities
Diluted EPS
Adjusted earnings (91,741) 1,970,688 (4.65)
31.12.17
Weighted Per-share
average amount
Earnings number of pence
GBP shares
Basic EPS
Earnings attributable to ordinary shareholders (42,878) 1,970,688 (2.17)
Effect of dilutive securities
Diluted EPS
Adjusted earnings (42,878) 1,970,688 (2.17)
9. TANGIBLE FIXED ASSETS
Group
Freehold
property
GBP
COST / VALUATION
At 1 January 2018 -
Additions / Disposals -
At 31 December 2018 -
NET BOOK VALUE
At 31 December 2018 -
At 31 December 2017 -
Company
Freehold
property
GBP
COST / VALUATION
At 1 January 2018 -
Additions/Disposals -
At 31 December 2018 -
NET BOOK VALUE
At 31 December 2018 -
At 31 December 2017 -
10. FIXED ASSET INVESTMENTS
Company
31.12.18 31.12.17
GBP GBP
Shares in group undertakings 4 4
4 4
Additional information is as follows:
The following relates to ordinary shares held in subsidiary companies, Secured
Property Developments (Scarborough) Limited and SPD Discount Limited, both
companies registered in England and both companies being 100% owned by the
holding company throughout the period.
Company
Shares in
group
undertakings
GBP
COST
At 1 January 2018 and
31 December 2018 4
NET BOOK VALUE
At 31 December 2018 4
At 31 December 2017 4
11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company
31.12.18 31.12.17 31.12.18 31.12.17
GBP GBP GBP GBP
Prepayments and accrued income 4,048 3,833 4,048 3,833
Amounts due from related parties - 580,013 - 580,013
Other debtors 2,140 1,692 2,140 893
6,188 585,538 6,188 584,739
12. CASH AND CASH EQUIVALENTS
Group Company
31.12.18 31.12.17 31.12.18 31.12.17
GBP GBP GBP GBP
Cash at bank 583,997 124,674 569,870 110,546
583,997 124,674 569,870 110,546
13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company
31.12.18 31.12.17 31.12.18 31.12.17
GBP GBP GBP GBP
Trade creditors 7,384 4,043 7,384 4,043
Amounts owed to group undertakings - - 241,178 240,379
Tax 1,874 1,874 1,932 1,932
Other creditors 8,691 8,679 5,811 5,798
Accrued expenses 18,220 49,859 18,220 49,859
36,169 64,455 274,525 302,011
14. CALLED UP SHARE CAPITAL
Allotted, issued and fully paid:
Number: Class: Nominal 31.12.18
value: 31.12.17
GBP GBP
1,970,688 Ordinary GBP0.20p 394,138 394,138
1,236,154 Deferred GBP0.02p 24,723 24,723
418,861 418,861
The respective rights of the shareholders are as follows:
Ordinary shares
The ordinary shares have the right to all available capital and distributable
profits subject only to any right available to the deferred shares on winding
up.
Deferred shares
The deferred shares have no rights to vote, receive notices, or attend general
meetings, nor to any income. On the return of capital on a winding-up or
otherwise the deferred shares have no entitlement until the sum of GBP100,000 per
ordinary share shall have been distributed.
15. 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.
16. 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 2018, are as follows:
Transactions with key management personnel
J Townsend:
During the year, Mr Townsend received GBP27,158 (2017 - GBP25,008) in respect of
professional fees. The amount outstanding as at the year end was GBP2,084 (2017 -
GBP2,084).
J Soper:
During the year, Mr Soper received GBP11,437 (2017 - GBP5,965) in respect of
professional fees. There was nothing outstanding as at the year end.
R Shane:
At the year end date an amount of GBP160 (2017 - GBP160) was due to Mr Shane in
respect of expenses incurred on behalf of the holding company.
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 GBP26,845 (2017 - GBP21,975) from the holding company in
respect of management services. The amount outstanding at the year end is GBP
9,531 (2017 - GBP39,475).
St James's Property Services Limited also received GBP8,620 (2017 - GBP8,568) from
the holding company in respect of rent and other expenses.
Guildhall Brokers and Consultants Limited:
Guildhall Brokers and Consultants Limited of which R Shane is a director and
shareholder received GBP1,364 (2017 - GBP1,364) 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
loan was repaid during the year and the amount included in debtors at the year
end is GBPnil (2017- GBP580,013) which included interest charged in the year of GBP
13,462 (2017 -GBP47,147).
Shane Computer Consulting Limited:
Shane Computer Consulting Limited of which R Shane's son is a director and
shareholder received GBP6,000 (2017 - GBP6,000) from the holding company in respect
of computer services.
Terms and conditions of transactions with related parties
Transactions with related parties are made at normal market prices. Outstanding
balances with entities are unsecured, interest free and repayable on demand.
Key management personnel includes those persons having authority and
responsibility for planning, directing and controlling the activities of the
entity, directly or indirectly, including directors. Total amounts paid to key
management personnel during the period was GBP38,594 (2017 - GBP30,973).
17. FINANCIAL INSTRUMENTS
Group:
31.12.18 31.12.17
GBP GBP
Financial Assets
Financial assets that are debt instruments measured at 2,140 581,705
amortised costs
Financial Liabilities
Financial liabilities measured at amortised costs 34,295 62,581
Company:
31.12.18 31.12.17
GBP GBP
Financial Assets 2,140 580,906
Financial assets that are debt instruments measured at
amortised costs
Financial Liabilities 272,593 300,079
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.
18. POST BALANCE SHEET EVENTS
There have been no significant events since the year end.
19. CONTROLLING PARTY
The directors consider that there is no single controlling party.
Form of proxy for use at the annual general meeting on Thursday 29th May 2019
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 29th May 2019 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 2018
2 To re-elect J Townsend 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 10p per share and a
maximum price of 60p per share, such powers to expire
at the AGM to be held in 2020, or on 29 May 2020 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 ______________________________ 2019 Signature
__________________________________
Notes
1. A proxy need not be a Member of the Company.
2. In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy, will be accepted to the exclusion of the
votes of the other joint holders. For this purpose seniority is determined
by the order in which the names stand in the Register of Members.
3. In the case of a corporation this proxy must be given under its Common Seal
or be signed on its behalf by an officer, attorney or other person duly
authorised.
4. To be valid this proxy must be deposited at the Company's Registered Office
not later than 48 hours before the time appointed for holding the Meeting
together, if appropriate, with the power of attorney or other authority
under which is a signed or potentially certified copy of such power of
authority.
5. Any alterations made on this form should be initialed.
6. If it is desired to appoint as a proxy any person other than the Chairman
of the Meeting, his/her name and address should be inserted in the relevant
place, reference to the Chairman deleted and the alteration initialed.
Affix stamp here
Second fold along this line
Secured Property Developments plc.
Unit 6 Orchard
Mews
42 Orchard Road
London
N6
5TR
First fold along
this line
Finally fold along this line and tuck in
END
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