SECURED PROPERTY DEVELOPMENTS PLC - Final Results

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 2017

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 2017 on the NEX (previously the ISDX  arket) at 14.5 pence per share (2016: 18.5 pence per share)

Notice of meeting

NOTICE IS HEREBY GIVEN that the twenty sixth Annual General Meeting of Secured Property Developments plc will be held at The Royal Automobile Club, 89 Pall Mall, London, SW1Y 5HS on Thursday 12 July 2018 at 11am for the following purposes:

• To receive and adopt the financial statement for the year ended 31 December 2017 together with the reports of the Directors and the Auditor thereon.
• To re-elect J Soper 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 2019, or on 12 July 2019 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 2019.

            By Order of the Board

I H Cobden Secretary	Date:  25th May 2018

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, over the past twelve months, been closely monitoring the market to look for fresh opportunities to invest and while pricing in the market was becoming over-heated, we took the decision to make use of our resources to finance Space Property Corporation Limited to undertake the prime retail development in York which was approved following the EGM in September 2016.

Happily, this has now been completed and let to a major restaurant group and the loan has been repaid in full with the interest greatly helping to offset the overheads of the Company.

The recent return of the loan monies has coincided with an element of caution starting to settle on the commercial and residential property sectors following the continuing dismal news from the High Street, wild fluctuations in the equities markets and increasing tensions in the Middle East.

But with uncertainty comes opportunity, as this should now lead to more realistic pricing, which will greatly benefit those with readily available funds to act.

Our strategy will therefore be rewarded, as being now back to full financial strength, we are in a far stronger position to seek out suitable investments to invest.

We have already identified a number of situations, where we are carrying out detailed investigations and we would hope to be able to secure something suitable over the coming months.

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.

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.

Strategic report (Continued)

Principal Risks and Uncertainties (continued)

The main risks arising from the Group’s financial instruments are interest rate risk and liquidity risk.  The Board reviews and agrees policies for managing each of these risks and they are summarised below. 

Interest rate risk

The Group has no exposure at the present time to interest rate risk however the Group’s policy is to borrow at the lowest rates for periods that do not carry excessive time premiums.

Liquidity risk

As regards liquidity, the Group’s policy has throughout the year been to ensure that the group is able at all times to meet its financial commitments as and when they fall due.   

Signed on behalf of the Board

R Shane                                          Dated:    25^th May 2018
Director

Secured Property Developments plc

Report of the Directors
for the Year Ended 31 December 2017

The directors present their report with the financial statements of the Company and the Group for the year ended 31 December 2017.

DIRECTORS

The directors shown below held office during the period from 1 January 2017 to the date of this report unless otherwise stated.

J Townsend
R France
R Shane
P Stansfield (resigned 13^th July 2017)
J Soper

The directors who held office at the end of the financial year had the following interests in the shares and loan stock of the group companies as recorded in the register of directors’ share and debenture interests.

Director	Company	Class	Interest at 31 December 2017 Number	Interest at 1 January 2017 Number
J Townsend	SPD plc*	Ordinary shares	-	-
R France	SPD plc*	Ordinary shares	88,888	88,888
R Shane	SPD plc*	Ordinary shares	574,456	574,456
		Deferred shares	154,666	154,666
J Soper	SPD plc*	Ordinary shares	-	-

* SPD plc is used above as an abbreviation for Secured Property Developments plc.

According to the register of directors’ interests, no rights to subscribe for shares in or debentures of the Company or any other group company was granted to any of the directors or their immediate families, or exercised by them, during the financial year.

Substantial shareholding of ordinary shares of 20p each as at 31 December 2017

R France                      4.51%  

G Green                        4.57%  

R Shane                        29.15%

M Jackson                     6.81%

Proposed dividend and transfer to reserves

The directors do not recommend the payment of a dividend (2016: £nil).

The loss for the year retained in the group is £42,878 (2016: £69,062 loss).            

Events since the year end

Subsequent to the year end the loan to Space Property Corporation Limited has been repaid.

Financial Instruments

Details of the group financial risk management objectives and policies are included in the notes to the financial statements.

Report of the Directors
for the Year Ended 31 December 2017 (continued)

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

The auditor, Lubbock Fine, will be proposed for re-appointment at the forthcoming Annual General Meeting, in accordance with Section 485 of the Companies Act 2006.

ON BEHALF OF THE BOARD:

I Cobden - Secretary
Date:   25^th May 2017

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