Annual Financial Report 2011
Secured Property Developments plc
Directors' report and financial statements
Registered number 2055395
For the Year ended 31 December 2011
Contents
Notice of meeting 1
Company information 2
Chairman's statement 3
Directors' report 4
Statement of directors' responsibilities in respect
of the Directors' Report and the financial statements 6
Independent auditor's report to the members of Secured
Property Developments plc 7
Consolidated profit and loss account 9
Consolidated balance sheet 10
Company balance sheet 11
Consolidated cash flow statement 12
Reconciliation of movements in shareholders' funds 13
Notes to the financial statements 14
Form of proxy for use at the annual general meeting on 15 June 2012 25
Notice of meeting
NOTICE IS HEREBY GIVEN that the Twenty second Annual General Meeting of Secured
Property Developments plc will be held at The Small Mall Room, The Royal
Automobile Club, 89 Pall Mall, London, SW1Y 5HS on 15 June 2012 at 11 a.m. for
the following purposes:
1. To receive and adopt the financial statements for the year ended 31
December 2011, together with the reports of the Directors and Auditors
thereon.
2. To re-elect R E France as a director (retires by rotation)
3. To re-elect G W Green as a director (retires by rotation)
4. To authorise, by special resolution in accordance with s95 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 20p per share and a maximum price of 60p
per share: such powers to expire at the AGM to be held in 2013, or on 15
June 2013 if earlier.
5. To re-appoint as Auditors KPMG Audit Plc, and to authorise the Directors to
agree their remuneration, such powers to expire at the AGM held in 2013.
6. To transact any other ordinary business of the Company.
By order of the board
I H Cobden Secretary Date: 24 May 2012
Notes:
* 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.
* 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.
Company information
Directors R E France G W Green R A Shane
P R Stansfield D Duffield
Secretary I H Cobden
Registered office Unit 6 Orchard Mews
42 Orchard Road
London
N6 5TR
Auditors KPMG Audit plc
St James' Square
Manchester
M2 6DS
Bankers The Royal Bank of Scotland
Piccadilly Circus
Branch 48
Haymarket
London
SW17 4SE
Solicitors Summers
22 Welbeck Street
London
W1G 8EF
Share Dealing The Company's Ordinary shares are
quoted on the PLUS market and persons
can buy or sell shares through their
stockbroker.
Share Price The middle market price of the
Ordinary shares were quoted at 31
December 2011 on the PLUS Market at
17.5p pence per share (2010: 22.5
pence per share)
Chairman's statement
The loss before tax in the year was £61,407 compared with a loss of £71,497 for
2010.
As expected 2011 has seen continued difficult trading conditions. The letting
market for shops, particularly outside London, remains exceptionally
challenging due to the weak trading conditions for retailers, as reported in
the national press. Turnover has reduced slightly compared with 2010 as a
result of void periods following the exercise of a tenant's break option at 14
St Sampson's Square York and the temporary letting of 11 Newborough,
Scarborough. We have relet the York property and are in discussions with
potential occupiers to relet the Scarborough unit following vacation by the
temporary tenant. Gross profit however has increased due to a reduction in cost
of sales in the period due to lower insurance and refurbishment costs.
Administrative and finance expenses remain in line with the prior year leading
to an overall reduction in the loss for the year compared with the prior year.
The directors continue to assess a wide range of opportunities to enhance
shareholder value, but remain cautious in their approach. The directors are
currently investigating several residential development opportunities in the
Sandbanks area of Bournemouth, where the company has been active previously,
and which we believe has good potential.
We continue to keep under review and maintain a tight control of the Company's
cash resources, which we consider adequate to support current levels of
expenditure.
The property valuation as at 31 March 2008 incorporated in the 2009 accounts
resulted in a write down of 21.85% which was considered by the directors at the
time to be a conservative position. The directors continue to be of the opinion
that it is appropriate to leave the values unchanged for the purpose of these
accounts
As a result of the loss arising in the second half of 2011 the distributable
reserves of the company have moved into a negative position. Accordingly the
directors are unable to recommend the payment of a dividend in 2012.
The directors of the Company note the announcement made by PLUS Markets Group
plc on 14 May 2012 regarding the orderly closure of the PLUS-SX market over a
period of up to six months. On 18 May 2012, it was announced that an agreement
for the sale of PLUS-SX had been reached with ICAP Holdings Limited. This
agreement is subject to relevant approvals and thus, until further notice, the
PLUS Markets Group will continue with plans for closure. The Board is actively
looking at alternative markets which can offer similar share trading facilities
to the Company. I shall report to the shareholders as soon as the Board has
made a decision on which market is most suitable.
The annual general meeting will take place at the Royal Automobile Club, 89
Pall Mall London, SW1Y 5HS on the 15 June 2012 at 11 a.m., and the directors
look forward to meeting those shareholders, who can attend.
David Duffield
Chairman
Date: 21 May 2012
Directors' report
The directors present their directors' report and financial statements for the
year ended 31 December 2011.
Principal activities
The principal activity of Secured Property Developments plc is investment in
commercial property. The group comprises the holding company, a finance company
and a second property company.
Business review
The results for the year are set out on page 9 of these consolidated financial
statements.
The group's investment properties are let at rents commensurate with local
market conditions and on terms that include periodic upwards adjustment,
financed by medium-term borrowings.
Derivatives and other financial instruments
The group's financial instruments comprise borrowings, some cash and liquid
resources, convertible unsecured loan stock and various items, such as trade
debtors and trade creditors that arise directly from its operations. The main
purpose of these financial instruments is to raise finance for the group's
operations.
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. These policies have remained
unchanged since the beginning of 2002.
Interest rate risk
The group finances its operations through bank borrowings. Currently the group
borrows at a rate of interest fixed by a swap agreement on all its borrowings.
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. The maturity dates of the various loans to the group are
set out in note 15 of these financial statements.
Proposed dividend and transfer to reserves
The directors are unable to recommend the payment of a dividend in 2012.
The loss for the year retained in the group is £61,407 (2010:£71,497).
Directors and directors' interests
The directors who held office during the year were as follows:
D Duffield
R E France
G W Green
R A Shane
P R Stansfield
Directors' report (continued)
Directors and directors' interests (continued)
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 Interest
at 31 at 1
December January
2011 2011
D Duffield SPD plc* Ordinary shares - -
R E France SPD plc* Ordinary shares 88,888 88,888
G W Green SPD plc* Ordinary shares 90,000 90,000
Deferred shares 30,000 30,000
R A Shane SPD plc* Ordinary shares 574,456 574,456
Deferred shares 154,666 154,666
P R Stansfield SPD plc* Ordinary shares 6,250 6,250
* 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 2011
R E France 4.51%
G W Green 4.57%
R A Shane 29.15%
Political and charitable contributions
The group made no political or charitable donations during the year.
Disclosure of information to auditors
The directors who held office at the date of approval of this directors' report
confirm that, so far as they are each aware, there is no relevant audit
information of which the Company's auditors are unaware; and each director has
taken all the steps that he ought to have taken as a director to make himself
aware of any relevant audit information and to establish that the Company's
auditors are aware of that information.
Auditors
In accordance with Section 489 of the Companies act 2006, a resolution for the
reappointment of KPMG Audit Plc as auditors of the company is to be proposed at
the forthcoming Annual General Meeting.
By order of the board
I H Cobden Secretary Unit 6
Date : 21 May 2012 Orchard Mews
Registered number: 2055395 42 Orchard Road
London
N6 5TR
Statement of directors' responsibilities in respect of the Directors' Report
and the financial statements
The directors are responsible for preparing the Directors' Report 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 they have elected to prepare the group and
parent company financial statements in accordance with UK Accounting Standards
and applicable law (UK Generally Accepted Accounting Practice).
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 group and parent company and of their profit or loss for that
period. In preparing each of the group and parent company financial statements,
the directors are required to:
* select suitable accounting policies and then apply them consistently;
* make judgments and estimates that are reasonable and prudent;
* state whether applicable UK Accounting Standards have been followed,
subject to any material departures disclosed and explained in the financial
statements;
* prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the group and the parent company will
continue in business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the parent company's transactions and disclose
with reasonable accuracy at any time the financial position of the parent
company and enable them to ensure that its financial statements comply with the
Companies Act 2006. They have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the group and to prevent
and detect fraud and other irregularities.
KPMG Audit Plc
St James' Square
Manchester
M2 6DS
United Kingdom
Independent auditor's report to the members of Secured Property Developments
plc
We have audited the financial statements of Secured Property Developments plc
for the year ended 31 December 2011 which comprise the Consolidated Profit and
Loss Account, the Consolidated and Company balance sheets, the Consolidated
Cash Flow Statement, the Reconciliation of Movements in Shareholders' Funds and
the related notes. The financial reporting framework that has been applied in
their preparation is applicable law and UK Accounting Standards (UK Generally
Accepted Accounting Practice).
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.
Respective responsibilities of directors and auditors
As explained more fully in the Directors' Responsibilities Statement set out on
page 6, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view. Our
responsibility is to audit and express an opinion on the financial statements
in accordance with applicable law and International Standards on Auditing (UK
and Ireland). Those standards require us to comply with the Auditing Practices
Board's (APB's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on
the APB's web-site at www.frc.org.uk/apb/scope/private.cfm.
Opinion on financial statements
In our opinion the financial statements:
* give a true and fair view of the state of the group's and the parent
company's affairs as at 31 December 2011 and of the group's loss for the
year then ended;
* have been properly prepared in accordance with UK Generally Accepted
Accounting Practice; and
* have been prepared in accordance with the requirements of the Companies Act
2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors' Report for the financial
year for which the financial statements are prepared is consistent with the
financial statements.
Independent auditor's report to the members of Secured Property Developments
plc (continued)
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:
* adequate accounting records have not been kept by the parent company, or
returns adequate for our audit have not been received from branches not
visited by us; or
* the parent company 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.
E W Baker (Senior Statutory Auditor)
for and on behalf of KPMG Audit Plc, Statutory Auditor
Chartered Accountants
St James' Square
Manchester
M2 6DS
Date: 21 May 2012
Consolidated profit and loss account
for the year ended 31 December 2011
Note 2011 2010
£ £
Turnover from continuing 2 126,996 134,948
operations
Cost of sales (1,198) (20,022)
Gross profit 125,798 114,926
Administrative expenses (86,625) (87,121)
Operating profit from 39,173 27,805
continuing operations
Other interest receivable and 6 3,566 4,509
similar income
Interest payable and similar 7 (104,146) (103,811)
charges
Loss on ordinary activities 2-7 (61,407) (71,497)
before taxation
Taxation 8 - -
Loss on ordinary activities 18 (61,407) (71,497)
after taxation and retained
for the financial year
Loss per share 10 (3.1)p (3.6)p
The company has no recognised gains or losses other than the loss in either the
current or preceding year and therefore no statement of total recognised gains
and losses has been presented.
All income is from continuing operations.
The notes on pages 14 to 24 form part of these financial statements.
Consolidated balance sheet
at 31 December 2011
Note 2011 2011 2010 2010
£ £ £ £
Fixed assets
Tangible assets 11 2,110,000 2,110,000
Current assets
Debtors 13 78,742 21,784
Cash at bank and in hand 483,008 632,290
561,750 654,074
Creditors: amounts falling due 14 (91,233) (112,296)
within one year
Net current assets 470,517 541,778
Total assets less current 2,580,517 2,651,778
liabilities
Creditors: amounts falling due 15 (1,500,000) (1,500,000)
after more than one year
Net assets 1,080,517 1,151,778
Capital and reserves
Called up share capital 17 418,861 418,861
Share premium account 18 3,473 3,473
Revaluation reserve 18 661,861 661,861
Profit and loss account 18 (3,678) 67,583
Shareholders' funds 1,080,517 1,151,778
The notes on pages 14 to 24 form part of these financial statements.
These financial statements were approved by the board of directors on 21 May
2012 and were signed on its behalf by:
D Duffield R A Shane
Director Director
Registered number: 2055395
Company balance sheet
at 31 December 2011
Note 2011 2011 2010 2010
£ £ £ £
Fixed assets
Tangible assets 11 610,000 610,000
Investments 12 947,263 947,263
1,557,263 1,557,263
Current assets
Debtors 13 150,128 64,936
Cash at bank and in hand 468,882 618,163
619,010 683,099
Creditors: amounts falling due 14 (64,147) (69,403)
within one year
Net current assets 554,863 613,696
Total assets less current 2,112,126 2,170,959
liabilities
Creditors: amounts falling due 15 (1,500,000) (1,500,000)
after more than one year
Net assets 612,126 670,959
Capital and reserves
Called up share capital 17 418,861 418,861
Share premium account 18 3,473 3,473
Revaluation reserve 18 198,763 198,763
Profit and loss account 18 (8,971) 49,862
Shareholders' funds 612,126 670,959
The notes on pages 14 to 24 form part of these financial statements.
These financial statements were approved by the board of directors on 21 May
2012 and were signed on its behalf by:
D Duffield R A Shane
Director Director
Registered number: 2055395
Consolidated cash flow statement
for the year ended 31 December 2011
Note 2011 2010
£ £
Cash flow from operating (38,849) 68,973
activities
Returns on investments and 20 (100,580) (99,302)
servicing of finance
Taxation - -
Dividends (9,853) (9,665)
Cash inflow before financing (149,282) (39,994)
Financing 20 - -
Decrease in cash in the year 21 (149,282) (39,994)
Reconciliation of operating profit to operating cash flows
for the year ended 31 December 2011
2011 2010
£ £
Operating profit 39,173 27,805
Increase in debtors (56,958) (29,388)
(Decrease)/Increase in (21,064) 70,556
creditors
Net cash (outflow)/inflow from operating (38,849) 68,973
activities
Reconciliation of net cash flow to movement in net debt
for the year ended 31 December 2011
Note 2011 2010
£ £
Decrease in cash in the year 21 (149,282) (39,994)
Movement in net debt in the year (149,282) (39,994)
Net debt at beginning of the year 21 (867,710) (827,716)
Net debt at end of the year 21 (1,016,992) (867,710)
Reconciliation of movements in shareholders' funds
for the year ended 31 December 2011
Group Company
2011 2010 2011 2010
£ £ £ £
Loss for the financial year (61,407) (71,497) (48,979) (54,302)
Dividends (9,854) (9,665) (9,854) (9,665)
Net reduction in (71,261) (81,162) (58,833) (63,967)
shareholders' funds
Opening shareholders' funds 1,151,778 1,232,940 670,959 734,926
Closing shareholders' funds 1,080,517 1,151,778 612,126 670,959
Notes to the financial statements
(forming part of the financial statements)
1 Accounting policies
The following accounting policies have been applied consistently in dealing
with items which are considered material in relation to the financial
statements, except as noted below.
Basis of preparation
The financial statements have been prepared under the historical cost
accounting rules as modified by the revaluation of investment properties and in
accordance with applicable accounting standards. The financial statements are
in compliance with the Companies Act 2006 except that, as noted below,
investment properties are not depreciated.
Basis of consolidation
The group financial statements consolidate the financial statements of Secured
Property Developments plc and its subsidiary undertakings. These financial
statements are made up to 31 December 2011.
Unless otherwise stated, the acquisition method of accounting has been adopted.
Under this method, the results of subsidiary and associated undertakings
acquired or disposed of in the year are included in the consolidated profit and
loss account from the date of acquisition or up to the date of disposal.
In accordance with s408 of the Companies Act 2006 Secured Property Developments
plc is exempt from the requirement to present its own profit and loss account.
The result for the financial year dealt with in the financial statements of
Secured Property Developments plc is disclosed in note 18 to these financial
statements.
Going concern
The directors have considered the future profitability of the company and its
ability to continue as a going concern. Given the market value of properties
held by the Group together with the cash balances compared with the loan
values, as well as the rental agreements in place, the directors are satisfied
that, for the foreseeable future, the company can meet its working capital
requirements. Consequently the financial statements have been prepared on a
going concern basis.
Investment properties
In accordance with SSAP 19, depreciation is not charged on investment
properties held by the group. This is a departure from the requirements of the
Companies Act 2006 which requires all properties to be depreciated. Such
properties are not held for consumption but for investment and the directors
consider that to depreciate them would not give a true and fair view.
Investment properties are revalued annually by the directors and periodic
external valuations are completed when considered necessary, usually over a
five year period. The aggregate surplus or deficit is transferred to a
revaluation reserve. The directors consider that this policy results in the
accounts giving a true and fair view.
Taxation
The charge for taxation is based on the profit for the year and takes into
account taxation deferred because of timing differences between the treatment
of certain items for taxation and accounting purposes. Deferred tax is
recognised without discounting, in respect of all timing differences between
the treatment of certain items for taxation and accounting purposes which have
arisen but not reversed by the balance sheet date, except as otherwise required
by Financial Reporting Standard 19.
Notes (continued)
1 Accounting policies (continued)
Classification of financial instruments issued by the Group
Following the adoption of FRS 25, financial instruments issued by the Group are
treated as equity (i.e. forming part of shareholders' funds) only to the extent
that they meet the following two conditions:
1 they include no contractual obligations upon the Company (or Group as the
case may be) 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 Company (or Group); and
2 where the instrument will or may be settled in the Company's own equity
instruments, it is either a non-derivative that includes no obligation to
deliver a variable number of the Company's own equity instruments or is a
derivative that will be settled by the Company's 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 Company'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.
Finance payments associated with financial liabilities are dealt with as part
of interest payable and similar charges. Finance payments associated with
financial instruments that are classified as part of shareholders' funds, are
dealt with as appropriations in the reconciliation of movements in
shareholders' funds.
Cash and liquid resources
Cash, for the purpose of the cash flow statement, comprises cash in hand and
deposits repayable on demand, less overdrafts payable on demand.
Turnover
Turnover represents the amounts (excluding value added tax) derived from rental
income from investment properties and from interest earned on loans during the
year.
2 Turnover
Turnover and profit on ordinary activities before taxation are attributable to
the principal activities of the group.
Turnover was derived from the activities of the group as follows:
2011 2010
£ £
Rental income from investment properties 126,996 134,948
Interest earned on loans - -
126,996 134,948
All turnover and pre-tax profit on ordinary activities before taxation was
earned in the UK.
3 Profit on ordinary activities before taxation
2011 2010
£ £
Loss on ordinary activities before taxation is stated
after charging:
Auditors' remuneration
Audit services 10,250 9,950
Other services - compliance tax work 2,830 750
The audit fee of the group of £10,250 includes £5,125 (2010: £4,500) in
relation to the company.
4 Remuneration of directors
The chairman received fees of £12,621 (2010: £11,450) and one other director
received fees of £25,602 (2010: £24,550) which was paid to his employer in
respect of his services (see note 22).
5 Staff numbers and costs
The average number of persons employed by the Company (including directors)
during the year, analysed by category, was as follows:
Number of employees
2011 2010
Directors 5 5
There are no payroll costs other than those disclosed in note 4.
6 Other interest receivable and similar income
2011 2010
£ £
Bank interest receivable 3,566 4,509
7 Interest payable and similar charges
2011 2010
£ £
On bank loans 104,146 103,811
8 Taxation
Analysis of charge in year
2011 2010
£ £
UK corporation tax
Current tax on income for the year - -
Total current tax - -
Tax on profit on ordinary activities - -
Factors affecting the tax charge for the current period
The current tax charge for the year is higher (2010: higher) than the standard
rate of corporation tax in the UK. The differences are explained below.
2011 2010
£ £
Current tax reconciliation
Loss on ordinary activities before tax (61,407) (71,497)
Current tax at 26.5% (2010: 28%) (16,273) (20,019)
Effects of:
Movement in tax losses 16,273 20,019
Total current tax charge (see above) - -
9 Deferred tax
An analysis of the unrecognised deferred taxation asset is set out below.
Group Company
2011 2010 2011 2010
£ £ £ £
Deferred tax asset at (44,078) (24,059) (39,845) (24,058)
beginning of year
Tax losses incurred in the (16,273) (20,019) (12,980) (15,787)
period
Deferred tax asset at end of (60,351) (44,078) (52,825) (39,845)
year
The deferred tax asset has not been recognised on the basis that the timing
differences and tax losses may not be recovered in the foreseeable future.
10 Earnings per share
The calculation of the earnings per share figure is based on the following:
2011 2010
Loss after tax 61,407 71,497
Weighted average number of ordinary shares 1,970,688 1,970,688
Loss per share (3.1)p (3.6)p
11 Tangible fixed assets
Group
Investment
properties
£
Cost or valuation
At beginning and end of year 2,110,000
Net book value
At 31 December 2011 2,110,000
At 31 December 2010 2,110,000
2011 2010
£ £
Historical cost of revalued assets 1,448,139 1,448,139
Historical cost net book value of revalued assets 1,448,139 1,448,139
Company Investment
Properties
£
Cost or valuation
At beginning and end of year 610,000
Net book value
At 31 December 2011 610,000
At 31 December 2010 610,000
2011 2010
£ £
Historical cost of revalued assets 411,237 411,237
Historical cost net book value of revalued assets 411,237 411,237
Group and company
The directors re-assessed the investment properties of the Group on 31 December
2011. The re-assessment took account of a professional revaluation of both the
Scarborough and York properties by Chartered Surveyors Atis Real UK Ltd, as at
31 March 2008. Both external valuations were completed in accordance with the
current edition of the Practice Statements and Guidance Notes of the Appraisal
and Valuation Standards prepared by the Royal Institution of Chartered
Surveyors.
The valuation of 31st March 2008 resulted in a write down of the Group's
property values by 21.85% and was considered at the time by the Directors to be
conservative. The Directors are of the opinion that it is appropriate to leave
the values unchanged for the purpose of these accounts.
12 Investments
Company
Loans to Shares in Total
subsidiaries subsidiaries
£ £ £
Cost
At beginning and end of year 947,259 4 947,263
Provisions for diminution in
value
At beginning and end of the 947,259 4 947,263
year
Net book value
At 31 December 2011 947,259 4 947,263
At 31 December 2010 947,259 4 947,263
Shares in group undertakings represent the company's investment in SPD Discount
Limited and Secured Property Developments (Scarborough) Limited. At 31 December
2011 and 2010 the company held 100% of the ordinary share capital of each of
the subsidiary undertakings, and their results have been included in the
consolidated results for the group.
Both subsidiary undertakings are registered in England and Wales. SPD Discount
Limited was trading as a finance company but has not traded in the year, and
the principal activity of Secured Property Developments (Scarborough) Limited
is property investment.
13 Debtors
Group Company
2011 2010 2011 2010
£ £ £ £
Amounts owed by subsidiary - - 103,786 60,057
undertakings
Prepayments and accrued income 78,742 21,784 46,342 4,879
78,742 21,784 150,128 64,936
All amounts fall due within one year.
14 Creditors: amounts falling due within one year
Group Company
2011 2010 2011 2010
£ £ £ £
Taxes and social security 3,695 3,999 1,924 453
Other creditors 9,515 34,765 26,636 21,000
Accruals and deferred income 78,023 73,532 35,587 47,950
91,233 112,296 64,147 69,403
15 Creditors: amounts falling due after more than one year
Group Company
2011 2010 2011 2010
£ £ £ £
Bank loan 1,500,000 1,500,000 1,500,000 1,500,000
The bank loan is secured by a fixed charge on the properties of Secured
Property Developments (Scarborough) Limited and of the Company. It is repayable
on 2 June 2013. The interest rate is fixed by a swap agreement to 6.92%.
Analysis of bank loan
Group Company
2011 2010 2011 2010
£ £ £ £
Amounts falling due:
Between two and five years 1,500,000 1,500,000 1,500,000 1,500,000
16 Derivatives and other financial instruments
The group's policies with regard to financial instruments are set out on page
15. Short term debtors and creditors have been omitted from all disclosures.
Financial assets
The group has £483,008 (2010: £632,290) held in cash as financial assets as
well as short term debtors.
Financial liabilities
The interest rate profile of the group's financial liabilities as at 31
December 2011 was:
Total Fixed rate Fixed Weighted Financial
financial rate average liabilities
liabilities weighted period on which no
average for interest is
interest which charged
rate rate
is fixed
£ £ % Years £
31 December 2011 1,500,000 1,500,000 6.92 1.4 0
Maturity of financial liabilities
The maturity profile at 31 December 2011 of the group's financial liabilities,
other than short term creditors such as trade creditors and accruals is set out
in note 15.
Fair values of the group's financial asset and liabilities
There is no material difference between the fair value and the book value of
the group's financial assets and liabilities.
17 Called up share capital
2011 2010
£ £
Authorised
18,863,846 ordinary shares of 20p each 3,772,769 3,772,769
1,236,154 deferred shares of 2p each 24,723 24,723
3,797,492 3,797,492
Allotted, called up and fully paid
1,970,688 ordinary shares of 20p each 394,138 394,138
1,236,154 deferred shares of 2p each 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.
18 Reserves
Group
Share Revaluation Profit
premium Reserve and loss
account Account
£ £ £
At beginning of year 3,473 661,861 67,583
Loss for the financial year - - (61,407)
3,473 661,861 6,176
Dividend paid during the year - - (9,853)
At end of year 3,473 661,861 (3,677)
Company Share Revaluation Profit
premium Reserve and loss
account Account
£ £ £
At beginning of year 3,473 198,763 49,862
Loss for the financial year - - (48,980)
3,473 198,763 882
Dividend paid during the year - - (9,853)
At end of year 3,473 198,763 (8,971)
The dividend for the 2010 trading year was paid in June 2011. At that time the
company had sufficient distributable reserves to pay this dividend.
Subsequently the distributable reserves have moved into a negative position.
Accordingly the directors are unable to recommend the payment of a dividend in
2012.
19 Commitments
Neither the group nor the company had any contractual commitments at the
year-end (2010: £nil).
20 Analysis of items netted in the cash flow statement
2011 2010
£ £
Return on investments and servicing of finance
Interest paid (104,146) (103,811)
Interest received 3,566 4,509
Net cash outflow from returns on investments and (100,580) (99,302)
servicing of finance
21 Analysis of changes in net debt
31 December Cash flows 31 December
2010 2011
£ £ £
Cash in hand and at bank 632,290 (149,282) 483,008
Debt due after one year (1,500,000) - (1,500,000)
(867,710) (149,282) (1,016,992)
22 Related party transactions
St James's Property Services Limited of which R A Shane is a director and
shareholder has received £36,875 (2010: £35,143) from the holding company in
respect of management services, including directors' fees of £25,602 (2010: £
24,550), rental fees of £10,868 (2010: £8,568.) and secretarial fees of £405
(2010: £nil).
Guildhall Brokers and Consultants Limited of which R A Shane is a director and
shareholder has received £5,848 (2010: £7,099) for insurance premiums. The
amount outstanding at the year-end is £5,942 (2010: £nil).
D Duffield has received fees amounting to £12,621 (2010:£ 11,450) from the
holding company in respect of professional fees. The amount outstanding at the
year-end is £12,621 (2010: £nil).
Shane Computer Consulting Limited is owned and operated by an immediate
relative of R A Shane, and has provided IT services amounting to £3,787 in the
year (2010: £nil).
Form of proxy for use at the annual general meeting on 15 June 2012
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 Friday 15 June 2012 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 2011
2 To re-elect R E France as a director
3 To re-elect G W Green as a director
4 To authorise the Board to purchase up to 5% of the
company's own shares in the open
market at a minimum price of 20p per share and a maximum
price of 60p per share, such
powers to expire at the AGM to be held in 2013 or on 15
June 2013, if earlier.
5 To appoint KPMG Audit Plc as auditors and to authorise
the Board to agree
their remuneration, such powers to expire at the AGM held
in 2013.
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 ______________________________ 2012 Signature
__________________________________
Notes
1. A proxy need not be a Member of the Company.
7. 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.
8. 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.
9. 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 a potentially certified copy of such power or
authority.
10. Any alterations made on this form should be initialled.
11. 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 initialled.
Second fold along this line
Secured Property Developments plc.
Unit 6 Orchard Mews
42 Orchard Road
London
N6 5TR
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Finally fold along this line and tuck in
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