SECURED PROPERTY DEVELOPMENTS PLC - Final Results

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

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:    30^th 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.

* 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

Proposed dividend and transfer to reserves

The directors do not recommend the payment of a dividend (2017: £nil).

The loss for the year retained in the group is £91,741 (2017: £42,878 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:   30^th 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.

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