REGISTERED
NUMBER: 02055395 (England and
Wales)
Group Strategic Report, Report of the
Directors and
Consolidated Financial Statements for
the Year Ended 31st December 2019
for
Secured Properties Developments
Plc
Secured Properties Developments Plc
Contents of the Consolidated Financial Statements
for the Year Ended 31st December 2019
|
Page |
| Company Information |
1 |
| Notice of Meeting |
2 |
| Chairman's Statements |
3 |
| Group Strategic Report |
4 |
| Report of the Directors |
5 |
| Report of the Independent
Auditors |
7 |
| 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 Properties Developments Plc
Company Information
for the Year Ended 31st December 2019
|
DIRECTORS: |
R E France
R A Shane |
|
REGISTERED OFFICE: |
Unit 6
42 Orchard Road
London
N6 5TR |
|
REGISTERED NUMBER: |
02055395 (England and Wales) |
|
AUDITORS: |
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
EC 1M 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 was quoted At 31 December 2019 on the NEX
(previously the IDEX Market) at 17.5 pence per share (2018: 25
pence per share). Please note with effect from 8th June
2020 the NEX market will change its name to AQSE Growth Market with
MIC Code NEXG |
SECURED PROPERTY DEVELOPMENTS PLC
Unit 6 ,Orchard Mews ,42 Orchard Road
Highgate,London N6 5TR
Tel: 020 8446 6306 Fax: 020 8446 8975
Secured PLC Accounts Year end 31 12 19
Page 2
Notice of Meeting
NOTICE IS HEREBY GIVEN that the twenty eighth Annual General
Meeting (AGM) of Secured Property Development plc will be held at
Unit 6 Orchard Mews,42 Orchard Road, Highgate, London N6 5TR on 23
June 2020 at 11am for the
purposes shown below.
As a result of the current environment the Company notes the
restrictions on public gatherings imposed by the Government.
The Company notifies its shareholders that physical attendance
in person at the AGM will not be possible. The Board encourages
shareholders to send in their votes by post, or to appoint the
Chair of the meeting as their proxy with their voting
instructions.
All valid proxy votes, whether submitted electronically or in
hard copy form, will be included in the poll to be taken at the
meeting.
Shareholders are urged to register their proxy appointment
electronically by 11.00am on
23 June 2020.
If shareholders prefer to return a hard copy Form of Proxy
(Proxy) they should do so in accordance with the instructions on
the Proxy.
The Board is disappointed that they have to adopt these measures
and appreciate shareholders’ understanding in these unprecedented
circumstances.
By Order of the Board
IH Cobden
Secretary
Date: 21 May 2020
Notes:
SECURED PROPERTY DEVELOPMENTS
PLC
Unit 6 ,Orchard Mews ,42 Orchard Road
Highgate,London N6 5TR
Tel: 020 8446 6306 Fax: 020 8446 8975
Chairman’s Statement Year End 31st December 2019
The Coronavirus pandemic is causing global turmoil and creating
an uncertain outlook worldwide.
On behalf of the Board we hope shareholders and their loved ones
are safe and healthy.
At the time of writing the UK Government has placed increasingly
strict restrictions on public gatherings and this has resulted in
our having to make special arrangements for the Annual General
Meeting (AGM).
The pandemic has resulted in the Bank of England reducing interest rates and increasing
money supply in order to enable HM Government to financially
support individuals and companies during the economic turmoil
caused by the lockdown.
During the year the Board continued to search for suitable
properties in which to invest. We identified a residential property
for refurbishment close to the new development at the rear of Kings
Cross station. We were unable to complete the purchase but continue
with our search.
The political and economic uncertainty caused by the Brexit
debate was partially resolved by the outcome of the General
Election in December 2019. The
Conservative party victory saw a return of confidence in the
property market which has since been extinguished by the
Coronavirus pandemic.
The Board has decided to reduce overheads wherever possible in
order to preserve cash resources.
On 25th February 2020 John
Townsend and John Soper resigned
from office. The Board wishes to record their thanks on
behalf of all shareholders to John
Townsend and John Soper for
their service to the company. Their detailed knowledge of the
property market gained as a result of many years experience will be
greatly missed.
We live in uncertain times and shareholders will be aware that
buying opportunities may occur as the property market adjusts to
the present market turmoil.
R.A.Shane
Chairman
Company No. 2055395
Registered office: as above
Secured Properties Developments Plc
Group Strategic Report
for the Year Ended 31st December 2019
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 dates.
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.
PRINCIPAL RISKS AND UNCERTAINTIES
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 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.
ON BEHALF OF THE BOARD:
R A Shane - Director
Date: 21 May 2020
Secured Properties Developments Plc
Report of the Directors
for the Year Ended 31st December 2019
The directors present their report with the financial statements
of the company and the group for the year ended
31st December 2019.
PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was
that of the principal activity of Secured Property Developments Plc
which is investment in commercial and residential property. The
group comprises the holding company, a finance company and a second
property company.
REVIEW OF BUSINESS
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.
DIRECTORS
The directors shown below have held office during the whole of the
period from 1st January 2019 to the date of this
report.
| Director |
|
Company |
|
Class |
Interest at
31 December 2019
Number |
|
Interest at
31 December 2018
Number |
| J Townsend |
|
SPD plc* |
|
Ordinary shares |
85,076 |
|
85,076 |
| R France |
|
SPD plc* |
|
Ordinary shares |
88,888 |
|
88,888 |
| R Shane |
|
SPD plc* |
|
Ordinary shares |
574,456 |
|
567,335 |
|
|
|
|
Deferred shares |
154,666 |
|
154,666 |
| J Soper |
|
SPD plc* |
|
Ordinary shares |
85,076 |
|
85,076 |
*SPD plc is used above as an abbreviation for Secured Property
Developments plc.
According to the register of director’s interest, 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.
Other changes in directors holding office are as follows:
J S Soper and J P Townsend ceased to be directors after
31st December 2019 but prior to the date of this
report.
Substantial shareholding of ordinary shares of 20p each as at
31 December 2019
| Director |
|
Company |
| 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 (2018:
£nil).
The loss for the year retained in the group is £83,902 (2018:
£91,741).
EVENTS SINCE THE END OF THE YEAR
There have been no significant events since the year end
Secured Properties Developments Plc
Report of the Directors
for the Year Ended 31st December 2019
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).
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 have been 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 AUDITORS
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 auditors are 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 auditors are aware of that
information.
AUDITORS
Under section 487(2) of the Companies Act 2006, Lubbock Fine will
be deemed to have been reappointed as auditors 28 days after these
financial statements were 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 H Cobden - Secretary
Date: 21 May 2020
Secured Property Developments Plc
Independent Audit Report
For the Year Ended 31 December
2019
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 2019, 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 2019 and of the Group's profit for the year then
ended;
- have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practices; 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 £24,800. 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 £16,100.
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 requirement.
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 explanation 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
Paternoster House
65 St. Paul's Churchyard
London
EC4M 8AB
Date: 21 May 2020
Secured Properties Developments Plc
Consolidated Income Statement
for the Year Ended 31st December 2019
|
|
2019 |
|
2018 |
|
Notes |
£ |
|
£ |
|
|
|
|
|
| TURNOVER |
|
- |
|
- |
|
|
|
|
|
| Administrative
expenses |
|
(84,870) |
|
(105,648) |
|
|
|
|
|
| OPERATING
LOSS |
4 |
(84,870) |
|
(105,648) |
|
|
|
|
|
| Interest receivable
and similar income |
|
968 |
|
13,907 |
|
|
|
|
|
| LOSS BEFORE
TAXATION |
|
(83,902) |
|
(91,741) |
|
|
|
|
|
|
|
|
|
|
| Tax on loss |
5 |
- |
|
- |
|
|
|
|
|
| LOSS FOR THE
FINANCIAL YEAR |
|
(83,902) |
|
(91,741) |
|
|
|
|
|
|
|
|
|
|
| Loss attributable
to: |
|
|
|
|
| Owners of the
parent |
|
(83,902) |
|
(91,741) |
|
|
|
|
|
| Earnings per share
expressed |
|
|
|
|
| in pence per
share: |
7 |
|
|
|
| Basic |
|
(4.26) |
|
(4.65) |
| Diluted |
|
(4.26) |
|
(4.65) |
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
Secured Properties Developments Plc (Registered number:
02055395)
Consolidated Balance Sheet
for the Year Ended 31st December 2019
|
|
2019 |
|
2018 |
|
Notes |
£ |
|
£ |
| CURRENT
ASSETS |
|
|
|
|
| Debtors |
9 |
5,070 |
|
6,188 |
| Cash at bank |
10 |
514,159 |
|
583,997 |
|
|
|
|
|
|
|
519,229 |
|
590,185 |
| CREDITORS |
|
|
|
|
| Amounts falling due
within one year |
11 |
(49,115) |
|
(36,169) |
|
|
|
|
|
|
|
|
|
|
| NET CURRENT
ASSETS |
|
470,114 |
|
554,016 |
|
|
|
|
|
TOTAL ASSETS LESS
CURRENT
LIABILITIES |
|
470,114 |
|
554,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CAPITAL AND
RESERVES |
|
|
|
|
| Called up share
capital |
12 |
418,861 |
|
418,861 |
| Share premium |
|
3,473 |
|
3,473 |
| Retained earnings |
|
47,780 |
|
131,682 |
|
|
|
|
|
| SHAREHOLDERS'
FUNDS |
|
470,114 |
|
554,016 |
The financial statements were approved by the Board of Directors
and authorised for issue on 21 May
2020 and were signed on its behalf by:
R E France - Director
R A Shane - Director
The notes form part of these
financial statements
Secured Properties Developments Plc (Registered number:
02055395)
Company Balance Sheet
for the Year Ended 31st December 2019
|
|
2019 |
|
2018 |
|
Notes |
£ |
|
£ |
| FIXED
ASSETS |
|
|
|
|
| Investments |
8 |
4 |
|
4 |
|
|
|
|
|
| CURRENT
ASSETS |
|
|
|
|
| Debtors |
9 |
5,012 |
|
6,188 |
| Cash at bank |
10 |
500,032 |
|
569,870 |
|
|
|
|
|
|
|
505,044 |
|
576,058 |
| CREDITORS |
|
|
|
|
| Amounts falling due
within one year |
11 |
(287,413) |
|
(274,525) |
|
|
|
|
|
|
|
|
|
|
| NET CURRENT
ASSETS |
|
217,631 |
|
301,533 |
|
|
|
|
|
TOTAL ASSETS LESS
CURRENT
LIABILITIES |
|
217,635 |
|
301,537 |
|
|
|
|
|
|
|
|
|
|
| CAPITAL AND
RESERVES |
|
|
|
|
| Called up share
capital |
12 |
418,861 |
|
418,861 |
| Share premium |
|
3,473 |
|
3,473 |
| Retained earnings |
|
(204,699) |
|
(120,797) |
|
|
|
|
|
| SHAREHOLDERS'
FUNDS |
|
217,635 |
|
301,537 |
The financial statements were approved by the Board of Directors
and authorised for issue on 21 May
2020 and were signed on its behalf by:
R E France - Director
R A Shane - Director
The notes form part of these
financial statements
Secured Properties Developments Plc
Consolidated Statement of Changes in Equity
for the Year Ended 31st December 2019
|
Called up
share
capital |
Retained
earnings |
Share
premium |
Total
equity |
|
£ |
£ |
£ |
£ |
|
|
|
|
|
| Balance at
1st January 2018 |
418,861 |
223,423 |
3,473 |
645,757 |
|
|
|
|
|
| Changes in
equity |
|
|
|
|
| Total comprehensive
income |
- |
(91,741) |
- |
(91,741) |
|
|
|
|
|
| Balance at
31st December 2018 |
418,861 |
131,682 |
3,473 |
554,016 |
|
|
|
|
|
|
|
|
|
|
| Changes in
equity |
|
|
|
|
| Total comprehensive
income |
- |
(83,902) |
- |
(83,902) |
|
|
|
|
|
| Balance at
31st December 2019 |
418,861 |
47,780 |
3,473 |
470,114 |
The notes form part of these
financial statements
Secured Properties Developments Plc
Company Statement of Changes in Equity
for the Year Ended 31st December 2019
|
Called up
share
Capital |
Retained
earnings |
Share
premium |
Total
equity |
|
£ |
£ |
£ |
£ |
|
|
|
|
|
| Balance at
1st January 2018 |
418,861 |
(29,056) |
3,473 |
393,278 |
|
|
|
|
|
| Changes in
equity |
|
|
|
|
| Total comprehensive
income |
- |
(91,741) |
- |
(91,741) |
|
|
|
|
|
| Balance at
31st December 2018 |
418,861 |
(120,797) |
3,473 |
301,537 |
|
|
|
|
|
|
|
|
|
|
| Changes in
equity |
|
|
|
|
| Total comprehensive
income |
- |
(83,902) |
- |
(83,902) |
|
|
|
|
|
| Balance at
31st December 2019 |
418,861 |
(204,699) |
3,473 |
217,635 |
The notes form part of these
financial statements
Secured Properties Developments Plc
Consolidated Cash Flow Statement
for the Year Ended 31st December 2019
|
2019 |
|
2018 |
|
£ |
|
£ |
| Cash flows from
operating activities |
|
|
|
| (Loss) for the
financial year |
(83,902) |
|
(91,741) |
| Interest received |
(968) |
|
(13,907) |
| Decrease in
debtors |
1,118 |
|
579,350 |
| Increase /(decrease)
in creditors |
12,946 |
|
(28,286) |
|
|
|
|
| Net cash flow from
operating activities |
(70,806) |
|
445,416 |
|
|
|
|
| Cash flows from
investing activities |
|
|
|
| Interest received |
968 |
|
13,907 |
|
|
|
|
| Net cash flow from
investing activities |
(69,838) |
|
459,323 |
|
|
|
|
(Decrease)
/increase in cash and cash
equivalents |
(69,838) |
|
459,323 |
Cash and cash
equivalents at
beginning of year |
583,997 |
|
124,674 |
|
|
|
|
|
|
|
|
| Cash and cash
equivalents at end of year |
514,159 |
|
583,997 |
The notes form part of these
financial statements
Secured Properties Developments Plc
Notes to the Consolidated Financial Statements
for the Year Ended 31st December 2019
1. STATUTORY
INFORMATION
Secured Property Developments plc (the "Company") is a public
company limited by shares, registered in England and Wales. The Company’s registered number and
registered office address can be found in the company information
on page 1 of these financial statements.
These Group and parent company information statements were
prepared in accordance with Financial Reporting Standard 102 The
Financial Reporting Standard applicable in 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.
2. ACCOUNTING
POLICIES
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 2019. 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
Secured Properties Developments Plc
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2019
2. ACCOUNTING
POLICIES - continued
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.
a) 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
b) 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 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 period
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
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 equivalent 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.
Secured Properties Developments Plc
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2019
2. ACCOUNTING
POLICIES - continued
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.
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.
3. EMPLOYEES
AND DIRECTORS
The average number of staff during the year was nil (2018: nil)
and there were no staff costs for the year ended 31 December 2019 or for year end 31 December 2018.
4. OPERATING
LOSS
The operating loss is stated after charging:
|
2019 |
|
2018 |
|
£ |
|
£ |
| Auditors'
remuneration |
7,200 |
|
6,000 |
Details of the fees charged by the Chairman and other Directors
are shown in note 13 to these financial statements
Secured Properties Developments Plc
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2019
5.
TAXATION
The tax charge on the profit on ordinary activities for the year
was as follows:
|
31.12. 19 |
|
31.12.18 |
|
£ |
|
£ |
| Current tax: |
|
|
|
| UK corporation
tax |
- |
|
- |
|
|
|
|
| Tax on profit on
ordinary activities |
- |
|
- |
|
|
|
|
| Reconciliation of
effective tax rate |
|
|
|
| (Loss) for the
year |
(83,902) |
|
(91,741) |
|
|
|
|
| Total tax expense |
- |
|
- |
|
|
|
|
| (Loss) for the year
excluding taxation |
(83,902) |
|
(91,741) |
|
|
|
|
| Tax using the UK
corporation tax rate of 19% (2018: 19%) |
(15,941) |
|
(17,431) |
|
|
|
|
| Non-deductible
expenses |
- |
|
- |
|
|
|
|
| Current year
losses |
15,941 |
|
17,431 |
|
|
|
|
| Total tax expense
included in the profit or loss |
- |
|
- |
|
|
|
|
Factors that may affect future, current and total tax
charges
A deferred tax asset of £69,977 (2018: £54,036) at the year-end has
not been recognised due to uncertainty surrounding the Group’s
future taxable profits.
6. 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 theses financial statements. The parent company's loss for
the year was £83,902 (2018: £91,741 loss)
7. 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
The notes form part of these
financial statements
Secured Properties Developments Plc
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2019
7. EARNINGS
PER SHARE - continued
Reconciliations are set out below.
|
Earnings |
2019
Weighted
average
number
of
shares |
Per-share
amount
pence |
| Basic EPS |
|
|
|
| Earnings attributable
to ordinary shareholders |
(83,902) |
1,970,688 |
(4.26) |
| Effect of dilutive
securities |
- |
- |
- |
|
|
|
|
| Diluted
EPS |
|
|
|
| Adjusted earnings |
(83,902) |
1,970,688 |
(4.26) |
|
|
|
|
|
|
2018 |
|
|
|
Weighted |
|
|
|
average |
|
|
|
number |
Per-share |
|
|
of |
amount |
|
earnings |
shares |
pence |
| 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) |
|
|
|
|
8. FIXED
ASSET INVESTMENTS
|
Company |
|
2019 |
2018 |
|
£ |
£ |
| Shares in group
undertakings |
4 |
4 |
|
|
|
|
4 |
4 |
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.
continued...
Secured Properties Developments Plc
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2019
8. FIXED
ASSET INVESTMENTS - continued
| Company |
Shares
in
group
undertakings |
|
£ |
| COST |
|
| At
1st January 2019 |
|
| and
31st December 2019 |
4 |
|
|
| NET BOOK
VALUE |
|
| At
31st December 2019 |
4 |
|
|
| At
31st December 2018 |
4 |
| 9. |
DEBTORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR |
|
Group |
Company |
|
2019 |
2018 |
2019 |
2018 |
|
£ |
£ |
£ |
£ |
| Other debtors |
766 |
2,140 |
766 |
2,140 |
| Prepayments and
accrued income |
4,304 |
4,048 |
4,246 |
4,048 |
|
|
|
|
|
|
5,070 |
6,188 |
5,012 |
6,188 |
10. CASH AT BANK
|
Group |
Company |
|
2019 |
2018 |
2019 |
2018 |
|
£ |
£ |
£ |
£ |
|
|
|
|
|
| Cash at bank |
514,159 |
583,997 |
500,032 |
569,870 |
| 11. |
CREDITORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR |
|
Group |
Company |
|
2019 |
2018 |
2019 |
2018 |
|
£ |
£ |
£ |
£ |
| Trade creditors |
2,668 |
7,384 |
2,668 |
7,384 |
| Amounts owed to group
undertakings |
- |
- |
241,178 |
241,178 |
| Tax |
1,932 |
1,874 |
1,932 |
1,932 |
| Other creditors |
27,424 |
8,691 |
24,544 |
5,811 |
| Accruals and deferred
income |
17,091 |
18,220 |
17,091 |
18,220 |
|
|
|
|
|
|
49,115 |
36,169 |
287,413 |
274,525 |
continued...
Secured Properties Developments Plc
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2019
12. CALLED UP SHARE
CAPITAL
Allotted, issued and fully paid:
| Number: |
Class: |
Nominal |
2019 |
2018 |
|
|
value: |
£ |
£ |
|
1,970,688 |
Ordinary |
£0.20 p |
394,138 |
394,138 |
|
1,236,154 |
Deferred |
£0.02 p |
24,723 |
24,723 |
|
|
|
|
|
|
|
|
418,861 |
418,861 |
The respective rights of the shareholders are as follows:
Ordinary shares
The ordinary shares have the right to all available capital and
distributable profits subject only to any right available to the
deferred shares on winding up.
Deferred shares
The deferred shares have no rights to vote, receive notices, or
attend general meetings, nor to any income. On the return of
capital on a winding-up or otherwise the deferred shares have no
entitlement until the sum of £100,000 per ordinary share shall have
been distributed.
13. 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 2019 are as follows:
Transactions with key management
personnel
Key management personnel include 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 year
was £16,672 (2018: £38,594).
During the year, the company entered into transactions, in the
ordinary course of the business, with key management personnel.
Transactions entered into, and balances outstanding at 31 December 2019, are as follows:
During the year, Mr Townsend, a director received £8,336 (2018:
£27,158) in respect of professional fees. The balance outstanding
as at the year-end was £nil (2018: £2,084).
During the year, Mr Soper, a director received £8,336 (2018:
£11,437) in respect of professional fees. The balance outstanding
as at the year-end was £nil (2018: £nil).
Mr R Shane, a director of the company received £nil (2018: £160)
in respect of expenses incurred on behalf of the holding company.
The balance outstanding as at the year-end was £nil (2018:
£nil).
Transactions with other related
parties
During the year the group had the following transaction with
related parties:
St James's Property Services Limited of which R Shane is a
director and shareholder received £9,000 (2018: £26,845) from the
holding company in respect of management services. The amount
outstanding at the year-end is £nil (2018: £9,531). St James's
Property Services Limited also received £8,935 (2018: £8,620) from
the holding company in respect of rent and other expense
continued...
Secured Properties Developments Plc
Notes to the Consolidated Financial Statements - continued
for the Year Ended 31st December 2019
13. RELATED PARTY
DISCLOSURES - continued
Transactions with other related parties - continued
Guildhall Brokers and Consultants Limited of which R Shane is a
director and shareholder received £1,381 (2018:- £1,364) for
insurance premiums. The balance outstanding was £nil (2018:
£nil).
During the prior 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 prior year
and the amount included in debtors at the year-end is £nil (2018:
£nil) which included interest charged in the year of £nil (2018:
£13,462).
Shane Computer Consulting Limited of which R Shane's son is a
director and shareholder received £6,000 (2018: £6,000) from the
holding company in respect of computer services. The balance
outstanding was £nil (2018: £nil).
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.
14. FINANCIAL
INSTRUMENTS
|
Group |
Company |
|
2019 |
2018 |
2019 |
2018 |
|
£ |
£ |
£ |
£ |
| Financial Assets |
|
|
|
|
| Financial assets that
are debt instruments |
|
|
|
|
| Measure at amortised
costs |
766 |
2,140 |
766 |
2,140 |
|
|
|
|
|
|
|
|
|
|
|
Group |
Company |
|
|
|
|
|
|
2019 |
2018 |
2019 |
2018 |
|
£ |
£ |
£ |
£ |
| Financial
Liabilities |
|
|
|
|
| Financial liabilities
measured at |
|
|
|
|
| amortised costs |
47,241 |
34,295 |
285,481 |
272,593 |
The material risk arising from 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 an when they fall
due. The Group and Company expects to meet these through operating
cash flows.
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.
15. POST BALANCE SHEET
EVENTS
There have been no significant events since the year end.
16. ULTIMATE CONTROLLING
PARTY
The directors consider that there is no single controlling
party
Form of proxy for use at the Annual General Meeting
on 23 June 2020
I/We
_______________________________________________________________________________
(Please insert full name in BLOCK CAPITALS)
of
_________________________________________________________________________________
(Please insert address in BLOCK CAPITALS)
being (a) member(s) of the above named Company HEREBY APPOINT
the Chairman of the meeting (see note 6)
___________________________________________________________________________________
to act as my/our proxy at the Annual General Meeting of the
Company to be held on Tuesday 23 June
2020 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 2019 |
|
|
| 2 To re-elect R.A. 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 10p per share and a maximum
price of 60p per share, such powers to expire at the AGM to be held
in 2021, or on 23 June 2021 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 ______________________________ 2020 Signature
__________________________________
Notes
1. A proxy need not be a Member of the Company.
2. In the case of joint holders the vote of the
senior who tenders a vote, whether in person or by proxy, will be
accepted to the exclusion of the votes of the other joint holders.
For this purpose seniority is determined by the order in which the
names stand in the Register of Members.
3. In the case of a corporation this proxy must be
given under its Common Seal or be signed on its behalf by an
officer, attorney or other person duly authorised.
4. To be valid this proxy must be deposited at the
Company’s Registered Office not later than 48 hours before the time
appointed for holding the Meeting together, if appropriate, with
the power of attorney or other authority under which is a signed or
potentially certified copy of such power of authority.
5. Any alterations made on this form should be
initialed.
6. If it is desired to appoint as a proxy any person
other than the Chairman of the Meeting, his/her name and address
should be inserted in the relevant place, reference to the Chairman
deleted and the alteration initialed.
Second fold along this line
Secured Property Developments plc.
Unit 6 Orchard
Mews
42 Orchard Road
London
N6
5TR
First fold along
this line
Finally fold along this line and tuck in