Annual Financial Report Year end 31st December ...
Secured Property Developments plc
Directors' report and financial statements
Registered number 2055395
31 December 2008
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 auditors' 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 operating profit to operating
Cash flows 12
Reconciliation of net cash flow to movement in
net debt 12
Statement of total recognised gains and losses 13
Reconciliation of movements in shareholders' funds 13
Notes 14
Form of proxy for use at the annual general meeting
on 19th May 2099 27
Notice of meeting
NOTICE IS HEREBY GIVEN that the Twentieth 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 19th May 2009 at 11 a.m.
for the following purposes:
1. To receive and adopt the financial statements for the year ended 31
December 2008, together with the reports of the Directors and Auditors
thereon.
2. To re-elect as Directors R E France and G W Green.
3. To approve a dividend of ½ penny per Ordinary Share, recommended by the
Directors for payment to shareholders on the register at the close of business
on 15th May 2009.
4. To authorise, by special resolution in accordance with s95 of the Companies
Act 1985, 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 2010, or on 19th May
2010 if earlier.
5. To re-appoint as Auditors KPMG Audit Plc, and to authorise the Directors to
agree their remuneration.
6. To transact any other ordinary business of the Company.
By order of the board
R B Dobrée 17th April 2009
Secretary
Notes:
1. 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.
2. 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 P Cottam (Chairman)
R E France
G W Green
R A Shane
P R Stansfield
Secretary R B Dobrée
Registered office Rowlandson House
289/293 Ballards Lane
London
N12 8NP
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 Stephenson Harwood
1 St Paul's Churchyard
London
EC4M 8SH
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 31st
December 2008 on the PLUS Market at
32.50 pence per share (2007:50 pence
per share)
Chairman's statement
The property revaluation as at 31st of March 2008 incorporated in last year's
accounts resulted in a write-down in value of 21.85%, which was considered by
the directors at the time to be conservative. The directors have taken the
view that it is appropriate to make no further change in the 2008 accounts,
bearing in mind that there is no current intention to dispose of any of the
properties and the present market makes objective property valuation extremely
difficult.
Notwithstanding the loss for the year, the Board considers it appropriate to
recommend the payment of a dividend subject to approval at the forthcoming
Annual General Meeting at the reduced rate of 2½% (½ penny per share), which
will cost £9,903.
2009 is expected to prove to be a difficult year. Not least because the
Group's cash balance is currently earning interest at a rate significantly
below the cost of the term borrowings.
The annual general meeting will take place at the Royal Automobile Club, 89
Pall Mall London, SW1Y 5HS on the Tuesday 19th of May 2009 at 11 a.m., and the
directors look forward to meeting those shareholders, who can attend.
Philip Cottam
Chairman
Date: 17 April 2009
Directors' report
The directors present their directors' report and financial statements for the
year ended 31 December 2008.
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, 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 recommend the payment of a dividend of ½ penny per share,
payable on 22nd June 2009 to those on the register of shareholders at the
close of business on 15th May 2009.
The loss for the year retained in the group is £18,442 (2007: profit
£140,383).
Directors and directors' interests
The directors who held office during the year were as follows:
P Cottam
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.
Interest Interest
at at
Director Company Class
1 April 1 April
2009 2008
P Cottam SPD plc* Ordinary shares 27,375 27,375
Deferred shares 4,000 4,000
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.
The interests of the directors shown above at 1 April 2009 and 1 April 2008
were held respectively at 31 December 2008 and 31 December 2007.
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 1 April 2009
R E France 4.51%
G W Green 4.57%
R A Shane 27.32%
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 384 of the Companies Act 1985, a resolution for the
re-appointment of KPMG Audit Plc as auditors of the Company is to be proposed
at the forthcoming Annual General Meeting.
By order of the board
R B Dobrée Rowlandson House
Secretary 289/293 Ballards Lane
London
N12 8NP
17 April 2009
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 financial
statements in accordance with UK Accounting Standards and applicable law (UK
Generally Accepted Accounting Practice).
The financial statements are required by law to give a true and fair view of
the state of affairs of the company and of the profit or loss of the company
for that period.
In preparing these 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; and
- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records that
disclose with reasonable accuracy at any time the financial position of the
company and enable them to ensure that its financial statements comply with
the Companies Act 1985. They have general responsibility for taking such steps
as are reasonably open to them to safeguard the assets of the company and to
prevent and detect fraud and other irregularities.
KPMG Audit Plc
St James' Square
Manchester
M2 6DS
United Kingdom
Independent auditors' report to the members of Secured Property Developments
plc
We have audited the group and parent company financial statements (the
"financial statements") of Secured Property Developments plc for the year
ended 31 December 2008 which comprise the Consolidated Profit and Loss
Account, the Consolidated and Company Balance Sheets, the Consolidated Cash
Flow Statement, the Consolidated Statement of Total Recognised Gains and
Losses, the Reconciliations of Movements in Shareholders' Funds and the
related notes. These financial statements have been prepared under the
accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance
with section 235 of the Companies Act 1985. 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 auditor's 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
The directors' responsibilities for preparing the Directors' Report and the
financial statements in accordance with applicable law and UK Accounting
Standards (UK Generally Accepted Accounting Practice) are set out in the
Statement of Directors' Responsibilities on page 6.
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and International Standards on
Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a
true and fair view and are properly prepared in accordance with the Companies
Act 1985. We also report to you whether in our opinion the information given
in the Directors' Report is consistent with the financial statements.
In addition we report to you if, in our opinion, the company has not kept
proper accounting records, if we have not received all the information and
explanations we require for our audit, or if information specified by law
regarding directors' remuneration and other transactions is not disclosed.
We read the Directors' Report and consider the implications for our report if
we become aware of any apparent misstatements within it.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the
significant estimates and judgments made by the directors in the preparation
of the financial statements, and of whether the accounting policies are
appropriate to the group's and company's circumstances, consistently applied
and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Independent auditors' report to the members of Secured Property Developments
plc (continued)
Opinion
In our opinion:
- the financial statements give a true and fair view, in accordance with UK
Generally Accepted Accounting Practice, of the state of the group's and the
parent company's affairs as at 31 December 2008 and of the group's loss for
the year then ended;
- the financial statements have been properly prepared in accordance with the
Companies Act 1985; and
- the information given in the Directors' Report is consistent with the
financial statements.
KPMG Audit Plc [Date]
Chartered Accountants 20 April 2009
Registered Auditor
Consolidated profit and loss account
for the year ended 31 December 2008
Note 2008 2007
£ £
Turnover from continuing 2 143,032 290,929
operations
Cost of sales (10,765) -
Gross profit 132,267 290,929
Administrative expenses (95,901) (64,213)
Operating profit from 36,366 226,716
continuing
operations
Other interest receivable and 6 26,776 2,995
similar
income
Interest payable and similar 7 (81,564) (70,189)
charges
(Loss)/Profit on ordinary
activities
before taxation 2-7 (18,422) 159,522
Tax recoverable/(payable) on 8 - (19,139)
(loss)/
profit on ordinary activities
(Loss)/Profit on ordinary
activities
after taxation and retained 18 (18,422) 140,383
for the
financial year
Earnings per share 10 (0.9)p 7.12p
Consolidated balance sheet
at 31 December 2008
Note 2008 2008 2007 2007
£ £ £ £
Fixed assets
Tangible assets 11 2,110,000 2,110,000
Current assets
Debtors 13 17,804 7,759
Cash at bank and in hand 698,152 234,514
715,956 242,273
Creditors: amounts falling due 14 (57,475) (1,045,663)
within one year
Net current assets / 658,481 (803,390)
(liabilities)
_______ _______
Total assets less current 2,768,481 1,306,610
liabilities
Creditors: amounts falling due 15 (1,500,000) -
after
more than one year
Net assets 1,268,481 1,306,610
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 18 184,286 222,415
Shareholders' funds 1,268,481 1,306,610
These financial statements were approved by the board of directors on 17 April
2009 and were signed on its behalf by:
P Cottam R A Shane
Director Director
Company balance sheet
at 31 December 2008
Note 2008 2008 2007 2007
£ £ £ £
Fixed assets
Tangible assets 11 610,000 610,000
Investments 12 947,263 263,263
1,557,263 873,263
Current assets
Debtors 13 55,642 28,443
Cash at bank and in hand 688,447 212,892
744,089 241,335
Creditors: amounts falling due 14 (15,323) (296,546)
within
one year
Net current assets / 728,766 (55,211)
(liabilities)
Total assets less current 2,286,029 818,052
liabilities
Creditors: amounts falling due 15 (1,500,000) -
after
more than one year
Net assets 786,029 818,052
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 18 164,932 196,955
Shareholders' funds 786,029 818,052
These financial statements were approved by the board of directors on 17 April
2009 and were signed on its behalf by:
P Cottam R A Shane
Director Director
Consolidated cash flow statement
for the year ended 31 December 2008
Note 2008 2007
£ £
Cash flow from operating 25,276 257,778
activities
Returns on investments and 20 (54,788) (67,194)
servicing of finance
Taxation (19,197) (1,557)
Dividends (18,116) (9,903)
Cash inflow before financing (66,825) 179,124
Financing 20 530,463 (17,728)
Increase/(decrease) in cash 21 463,638 161,396
in the year
Reconciliation of operating profit to operating cash flows
for the year ended 31 December 2008
2008 2007
£ £
Operating profit 36,366 226,716
(Increase)/decrease in (10,045) 31,221
debtors
Increase/(decrease) in (1,045) (159)
creditors
Net cash inflow from 25,276 257,778
operating
activities
Reconciliation of net cash flow to movement in net debt
for the year ended 31 December 2008
Note 2008 2007
£ £
Increase in cash in the year 21 463,638 161,396
Cash (inflow)/outflow from (530,463) 17,728
(increase)/
decrease in debt
Movement in net debt in the (66,825) 179,124
year
Net debt at beginning of the 21 (735,023)(914,147)
year
Net debt at end of the year 21 (801,848)(735,023)
Statement of total recognised gains and losses
for the year ended 31 December 2008
Group Company
2008 2007 2008 2007
£ £ £ £
(Loss)/Profit for the (18,422) 140,383 (12,316) 120,528
financial year
Unrealised loss on - (590,000) - (90,000)
revaluation of
properties
Total recognised gains and (18,422) (449,617) (12,316) 30,528
losses
Reconciliation of movements in shareholders' funds
for the year ended 31 December 2008
Group Company
2008 2007 2008 2007
£ £ £ £
(Loss)/ profit for the (18,422) 140,383 (12,316) 120,528
financial year
Dividends (19,707) (9,903) (19,707) (9,903)
Loss on revaluation of - (590,000) - (90,000)
properties
Net (reduction in) / addition (38,129) (459,520) (32,023) 20,625
to
shareholders' funds
Opening shareholders' funds 1,306,610 1,766,130 818,052 797,427
Closing shareholders' funds 1,268,481 1,306,610 786,029 818,052
Notes
(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 1985 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 2008.
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 section 230(4) of the Companies Act 1985 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.
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 1985 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:
- 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
- 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 and profit on ordinary activities before taxation
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:
2008 2007
£ £
Rental income from investment properties 141,375 149,500
Interest earned on loans 1,657 141,429
143,032 290,929
All turnover and pre-tax profit on ordinary activities before taxation was
earned in the UK.
Notes (continued)
3 Profit on ordinary activities before taxation
2008 2007
£ £
(Loss)/profit on ordinary activities before taxation
is stated after charging:
Auditors' remuneration
Audit services 9,660 9,000
Other services - compliance tax work 2,250 1,550
The audit fee of the group of £9,660 includes £5,660 (2007: £5,000) in
relation to the company.
4 Remuneration of directors
The chairman received fees of £10,192 (2007: £9,648) and one other director
received fees of £24,972 (2007: £19,350) 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
2008 2007
Directors 5 5
____ ____
There are no payroll costs other than those disclosed in note 4.
6 Other interest receivable and similar income
2008 2007
£ £
Bank interest receivable 26,776 2,995
____ ____
7 Interest payable and similar charges
2008 2007
£ £
On bank loans 81,564 70,189
Notes (continued)
8 Taxation
Analysis of charge in year
2008 2007
£ £
UK corporation tax
Current tax on income for the year - 19,197
Adjustments in respect of prior periods - (58)
____ ____
Total current tax - 19,139
____ ____
Tax on profit on ordinary activities - 19,139
____ ____
Factors affecting the tax charge for the current period
The current tax charge for the year is higher (2007: lower) than the standard
rate of corporation tax in the UK (28%, 2007: 30%). The differences are
explained below.
2008 2007
£ £
Current tax reconciliation
Profit on ordinary activities before tax (18,422) 159,522
Current tax at 28% (2007: 30%) (5,158) 47,856
Effects of:
Expenses not deductible for tax purposes 84 121
Movement in tax losses 5,074 (18,820)
Lower tax rate relief - (9,960)
Total current tax charge (see above) - 19,197
Notes (continued)
9 Deferred tax
An analysis of the unrecognised deferred taxation asset is set out below.
Group Company
2008 2007 2008 2007
£ £ £ £
Deferred tax asset at (46,166) (80,608) (11,793) (48,424)
beginning of year
Under provision in prior year 34,373 14,780 - -
Deferred tax asset at (11,793) (65,828) (11,793) (48,424)
beginning of year,
as restated
Tax losses incurred in the (5,074) - (3,363) -
period
Utilisation of tax losses - 18,820 - 35,789
Effect of change in tax rate - 842 - 842
Deferred tax asset at end of (16,867) (46,166) (15,156) (11,793)
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.
Notes (continued)
10 Earnings per share
The calculation of the earnings per share figure is based on the following:
2008 2007
(Loss)/Profit after tax £(18,422) £140,383
Weighted average number of ordinary shares 1,970,688 1,970,688
Earnings per share (0.9)p 7.12p
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 2008 2,110,000
____
At 31 December 2007 2,110,000
____
2008 2007
£ £
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
____ ____
Notes (continued)
11 Tangible fixed assets (continued)
Company Investment
properties
£
Cost or valuation
At beginning and end of year 610,000
____
Net book value
At 31 December 2008 610,000
____
At 31 December 2007 610,000
____
2008 2007
£ £
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 revalued the investment properties of the Group on 31 December
2007. This resulted in a reduction of £590,000 from the previously shown value
of £2,700,000. The revaluation took account of a professional revaluation of
both the Scarborough and York property by Chartered Surveyors Atis Real UK
Ltd, as at 31st 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 have taken the view that it is appropriate to
leave the values unchanged for the purpose of these accounts.
Notes (continued)
12 Investments Company
Loans to Shares in
subsidiaries subsidiaries Total
£ £ £
Cost
At beginning of year 305,376 4 305,380
Increase during the year 684,000 - 684,000
____ ____ ____
At the end of the year 989,376 4 989,380
____ ____ ____
Provisions for diminution in
value
At beginning and end of the 42,117 - 42,117
year
____ ____ ____
Net book value
At 31 December 2008 947,259 4 947,263
____ ____ ____
At 31 December 2007 263,259 4 263,263
____ ____ ____
Shares in group undertakings represent the company's investment in SPD
Discount Limited and Secured Property Developments (Scarborough) Limited. At
31 December 2008 and 2007 the company held 100% of the ordinary share capital
of each of the subsidiary undertakings.
Both subsidiary undertakings are registered in England and Wales. The
principal activity of SPD Discount Limited is that of a finance company and
that of Secured Property Developments (Scarborough) Limited is property
investment.
13 Debtors
Group Company
2008 2007 2008 2007
£ £ £ £
Trade debtors 13,573 5,224 - -
Amounts owed by subsidiary - - 32,020 16,264
undertakings
Prepayments 4,231 2,535 4,353 2,768
Taxes and social security - - 19,269 9,411
____ ____ ____ ____
17,804 7,759 55,642 28,443
____ ____ ____ ____
All amounts fall due within one year.
Notes (continued)
14 Creditors: amounts falling due within one year
Group Company
2008 2007 2008 2007
£ £ £ £
Bank loans (see note 15) - 969,537 - 280,095
Corporation tax - 19,197 - 390
Taxes and social security 3,636 7,419 1,924 1,933
Other creditors 15,112 4,692 4,739 4,258
Accruals and deferred income 38,727 44,818 8,660 9,870
____ ____ ____ ____
57,475 1,045,663 15,323 296,546
____ ____ ____ ____
15 Creditors: amounts falling due after more than one year
Group Company
2008 2007 2008 2007
£ £ £ £
Bank loans 1,500,000 - 1,500,000 -
____ ____ ____ ____
The prior year bank loans were repaid in full within May and July 2008. These
loans were replaced with a single bank loan which is secured by a fixed charge
on the properties of Secured Property Developments (Scarborough) Limited and
of the Company. It is repayable on 2nd June 2013. The interest rate is fixed
by a swap agreement to 6.92%.
Analysis of other loans
Group Company
2008 2007 2008 2007
£ £ £ £
Amounts falling due:
In one year or less, or on - 969,537 - 280,095
demand
Between one and two years - - - -
Between two and five years 1,500,000 - 1,500,000 -
____ ____ ____ ____
1,500,000 969,537 1,500,000 280,095
____ ____ ____ ____
Notes (continued)
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 £698,152 (2007: £234,514) 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 2008 was:
Fixed rate Weighted Financial
weighted average liabilities
Fixed rate average period for on
which no
financial interest which rate interest is
Total liabilities rate is fixed charged
£ £ % Years £
2008 1,500,000 1,500,000 6.92 4.42 nil
2007 969,537 969,537 6.69 0.28 nil
2006 997,265 997,265 6.69 1.28 nil
2005 1,003,636 1,003,636 6.68 2.46 nil
Maturity of financial liabilities
The maturity profile at 31 December 2008 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
2008 2007
£ £
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
____ ____
Notes (continued)
17 Called up share capital (continued)
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 and
premium loss
reserve
account account
£ £ £
At beginning of year 3,473 661,861 222,415
Loss for the financial year - - (18,422)
____ ____ ____
3,476 661,861 203,993
Dividend paid during the year - - (19,707)
____ ____ ____
At end of year 3,473 661,861 184,286
____ ____ ____
Company Share Revaluation Profit and
premium loss
reserve
account account
£ £ £
At beginning of year 3,473 198,763 196,955
Loss for the financial year - - (12,316)
____ ____ ____
3,473 198,763 184,639
Dividend paid during the year - - (19,707)
____ ____ ____
At end of year 3,473 198,763 164,932
____ ____ ____
The proposed dividend payable on 22 June 2009 has not been charged to the
profit and loss account as it is subject to approval in Annual General
Meeting.
19 Commitments
Neither the group nor the company had any contractual commitments at the year
end (2007: £nil).
Notes (continued)
20 Analysis of items netted in the cash flow statement
2008 2007
£ £
Return on investments and servicing of finance
Interest paid (81,564) (70,189)
Interest received 26,776 2,995
____ ____
Net cash outflow from returns on investments and (54,788) (67,194)
servicing of finance
____ ____
Financing
Loan repayments (969,537) (17,728)
Loan receipts 1,500,000 -
____ ____
Net cash inflow/(outflow) from financing 530,463 (17,728)
____ ____
21 Analysis of changes in net debt
31 December 31 December
2007 Cash flows 2008
£ £ £
Cash in hand and at bank 234,514 463,638 698,152
Debt due within one year (969,537) 969,537 -
Debt due after one year - (1,500,000) (1,500,000)
____ ____ ____
(735,023) (66,825) (801,848)
____ ____ ____
22 Related party transactions
St James's Property Services Limited of which R A Shane is a director and
shareholder has received £29,982 (2007: £21,943) from the holding company in
respect of management services, including directors' fees of £24,972 (2007:
£19,350). The amount outstanding at the year end is £nil (2007: £nil). P
Cottam has received fees amounting to £10,192 (2007:£9,648) from the holding
company in respect of professional fees. The amount outstanding at the year
end is £nil (2007: £nil).
Form of proxy for use at the annual general meeting on 19th May 2009
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 19th May 2009 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 2008
2 To re-elect R E France as a director
3 To re-elect G W Green as a director
4 To approve a dividend of ½ penny per ordinary share,
recommended by the directors for payment to
shareholders on the register at the close of business
on 15th May 2009
5 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
2010 or on19th May 2010, if earlier
6 To appoint KPMG Audit Plc as auditors and to
authorise the Board to agree their remuneration
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 ______________________________ 2009 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 a potentially certified copy of such power or authority.
5 Any alterations made on this form should be initialled.
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 initialled.
Second fold along this line
_______________________________________________________________________________
Affix stamp
here
Secured Property Developments plc.
Rowlandson House
289/293 Ballards Lane
London
N12 8NP First fold along
this line
_______________________________________________________________________________
Finally fold along this line and tuck in
Friday, 17th May 2024
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