27th Apr 2009 10:00
Secured Property Developments plc Directors' report and financial statements Registered number 2055395 31 December 2008 ContentsNotice of meeting 1Company information 2Chairman's statement 3Directors' 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
7Consolidated profit and loss account 9Consolidated balance sheet 10Company balance sheet 11Consolidated cash flow statement 12Reconciliation of operating profit to operating Cash flows 12Reconciliation of net cash flow to movement in net debt 12Statement of total recognised gains and losses 13Reconciliation of movements in shareholders' funds 13Notes 14Form of proxy for use at the annual general meeting on 19th May 2099 27Notice 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 boardR B Dobr©e 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 tothe RAC Club dress code, which requires men to wear a tailored jacket andtrousers, collared shirt and tie at all times and women to dress withcommensurate formality.Company informationDirectors P Cottam (Chairman) R E France G W Green R A Shane P R StansfieldSecretary R B Dobr©eRegistered office Rowlandson House 289/293 Ballards Lane London N12 8NPAuditors KPMG Audit plc St James' Square Manchester M2 6DSBankers The Royal Bank of Scotland Piccadilly Circus Branch 48 Haymarket London SW17 4SESolicitors Stephenson Harwood 1 St Paul's Churchyard London EC4M 8SHShare 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 CottamChairmanDate: 17 April 2009Directors' 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 CottamR E FranceG W GreenR A ShaneP 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 atDirector Company Class 1 April 1 April 2009 2008 P Cottam SPD plc* Ordinary shares 27,375 27,375 Deferred shares 4,000 4,000R E France SPD plc* Ordinary shares 88,888 88,888G W Green SPD plc* Ordinary shares 90,000 90,000 Deferred shares 30,000 30,000R 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 boardR B Dobr©e Rowlandson HouseSecretary 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)
OpinionIn 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 thefinancial statements.KPMG Audit Plc [Date]Chartered Accountants 20 April 2009Registered AuditorConsolidated profit and loss accountfor the year ended 31 December 2008 Note 2008 2007 £ £ Turnover from continuing 2 143,032 290,929operationsCost of sales (10,765) - Gross profit 132,267 290,929Administrative expenses (95,901) (64,213) Operating profit from 36,366 226,716continuingoperationsOther interest receivable and 6 26,776 2,995
similar
income
Interest payable and similar 7 (81,564) (70,189)charges (Loss)/Profit on ordinaryactivitiesbefore taxation 2-7 (18,422) 159,522Tax recoverable/(payable) on 8 - (19,139)
(loss)/
profit on ordinary activities
(Loss)/Profit on ordinaryactivitiesafter taxation and retained 18 (18,422) 140,383for thefinancial year Earnings per share 10 (0.9)p 7.12p Consolidated balance sheetat 31 December 2008 Note 2008 2008 2007 2007 £ £ £ £Fixed assetsTangible assets 11 2,110,000 2,110,000 Current assetsDebtors 13 17,804 7,759Cash at bank and in hand 698,152 234,514 715,956 242,273Creditors: 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 1,306,610liabilities Creditors: amounts falling due 15 (1,500,000) -aftermore than one year Net assets 1,268,481 1,306,610 Capital and reservesCalled up share capital 17 418,861 418,861Share premium account 18 3,473 3,473Revaluation reserve 18 661,861 661,861Profit 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 ShaneDirector DirectorCompany balance sheetat 31 December 2008 Note 2008 2008 2007 2007 £ £ £ £Fixed assetsTangible assets 11 610,000 610,000Investments 12 947,263 263,263 1,557,263 873,263Current assetsDebtors 13 55,642 28,443Cash at bank and in hand 688,447 212,892 744,089 241,335Creditors: amounts falling due 14 (15,323) (296,546)withinone year Net current assets / 728,766 (55,211)(liabilities) Total assets less current 2,286,029 818,052liabilities Creditors: amounts falling due 15 (1,500,000) -aftermore than one year Net assets 786,029 818,052 Capital and reservesCalled up share capital 17 418,861 418,861Share premium account 18 3,473 3,473Revaluation reserve 18 198,763 198,763Profit 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 ShaneDirector DirectorConsolidated cash flow statementfor the year ended 31 December 2008 Note 2008 2007 £ £ Cash flow from operating 25,276 257,778activities 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) 179,124Financing 20 530,463 (17,728) Increase/(decrease) in cash 21 463,638 161,396in 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) 31,221debtorsIncrease/(decrease) in (1,045) (159)creditors Net cash inflow from 25,276 257,778operatingactivities
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 21 463,638 161,396Cash (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 lossesfor the year ended 31 December 2008 Group Company 2008 2007 2008 2007 £ £ £ £ (Loss)/Profit for the (18,422) 140,383 (12,316) 120,528financial yearUnrealised loss on - (590,000) - (90,000)revaluation ofproperties Total recognised gains and (18,422) (449,617) (12,316) 30,528losses
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) 120,528financial yearDividends (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) 20,625toshareholders' fundsOpening shareholders' funds 1,306,610 1,766,130 818,052 797,427Closing 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 141,375 149,500Interest 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' remunerationAudit services 9,660 9,000Other 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 TaxationAnalysis of charge in year 2008 2007 £ £UK corporation taxCurrent tax on income for the year - 19,197Adjustments 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 standardrate of corporation tax in the UK (28%, 2007: 30%). The differences areexplained below. 2008 2007 £ £Current tax reconciliationProfit 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 121Movement 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 restatedTax losses incurred in the (5,074) - (3,363) -periodUtilisation 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 valuationAt beginning and end of year 2,110,000 ____Net book valueAt 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 valuationAt beginning and end of year 610,000 ____Net book valueAt 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 £ £ £CostAt beginning of year 305,376 4 305,380Increase during the year 684,000 - 684,000 ____ ____ ____At the end of the year 989,376 4 989,380 ____ ____ ____Provisions for diminution invalueAt beginning and end of the 42,117 - 42,117year ____ ____ ____Net book valueAt 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. Theprincipal activity of SPD Discount Limited is that of a finance company andthat of Secured Property Developments (Scarborough) Limited is propertyinvestment.13 Debtors Group Company 2008 2007 2008 2007 £ £ £ £ Trade debtors 13,573 5,224 - -Amounts owed by subsidiary - - 32,020 16,264undertakingsPrepayments 4,231 2,535 4,353 2,768Taxes 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 - 280,095Corporation tax - 19,197 - 390Taxes and social security 3,636 7,419 1,924 1,933Other 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. Theseloans were replaced with a single bank loan which is secured by a fixed chargeon the properties of Secured Property Developments (Scarborough) Limited andof the Company. It is repayable on 2nd June 2013. The interest rate is fixedby 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 - 280,095demandBetween 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 31December 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 nil2007 969,537 969,537 6.69 0.28 nil2006 997,265 997,265 6.69 1.28 nil2005 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 paid1,970,688 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 3,473 661,861 222,415Loss for the financial year - - (18,422) ____ ____ ____ 3,476 661,861 203,993Dividend 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 3,473 198,763 196,955Loss for the financial year - - (12,316) ____ ____ ____ 3,473 198,763 184,639Dividend 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 financeInterest 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 ____ ____FinancingLoan 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 234,514 463,638 698,152Debt 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
vendorRelated Shares:
Frasers Group