21st Apr 2011 10:00
Secured Property Developments plc Directors' report and financial statements Registered number 2055395 For the Year ended 31 December 2010 ContentsNotice of meeting1Company information2Chairman’s statement3Directors’ report4
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
7Consolidated profit and loss account9Consolidated balance sheet10Company balance sheet11Consolidated cash flow statement12Reconciliation of movements in shareholders’ funds13Notes to the financial statements14Form of proxy for use at the annual general meeting on 24 May 201125
Notice of meeting
NOTICE IS HEREBY GIVEN that the Twenty second Annual General Meeting of SecuredProperty Developments plc will be held at The Small Mall Room, The RoyalAutomobile Club, 89 Pall Mall, London, SW1Y 5HS on 24 May 2011 at 11 a.m. forthe following purposes:
1. To receive and adopt the financial statements for the year ended 31
December 2010, together with the reports of the Directors and Auditors
thereon.
2. To re-elect R A Shane as a director (retires by rotation)
3. To re-elect P R Stansfield as a director (retires by rotation)
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 16 May 2011.
5. 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 2012, or on 24
May 2012 if earlier.
6. 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 2012.
7. To transact any other ordinary business of the Company.
By order of the boardI H Cobden Date: 15 April 2011 Secretary 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 informationDirectors R E France G W Green R A Shane P R Stansfield D Duffield (appointed 30 March 2010) Secretary I H Cobden (appointed 16 June 2010) 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 2010 on the PLUS Market at 22.5p pence per share (2009: 22.5 pence per share) Chairman's statement
The loss before tax in the year was £71,497 compared with a loss of £25,688 for 2009.
As expected 2010 has proved a difficult year, gross profit has reduced due tothe tenants break options being exercised on 14 St Sampson's Square York and 11Newborough Scarborough. This has led to a decrease in revenue as well as anincrease in administrative expenses and cost of sales. I am pleased to reportthat both these properties have now been successfully relet, albeit in the caseof 11 Newborough on a short term commitment only.The directors continue to assess a wide range of opportunities to enhanceshareholder value, but remain cautious in their approach. We are maintaining atight control of the Company's cash resources, which we consider adequate tosupport current levels of expenditure, although we keep them under constantreview.The property valuation as at 31 March 2008 incorporated in the 2009 accountsresulted in a write down of 21.85% which was considered by the directors at thetime to be conservative. The directors are of the opinion that it isappropriate to leave the values unchanged for the purpose of these accountsNotwithstanding the loss for the year, the Board considers it appropriate torecommend the payment of a dividend subject to approval at the forthcomingAnnual General Meeting at the rate of 2.5% (half penny per share) which willcost £9,853.
The annual general meeting will take place at the Royal Automobile Club, 89 Pall Mall London, SW1Y 5HS on the 24 May 2011 at 11 a.m., and the directors look forward to meeting those shareholders, who can attend.
David DuffieldChairmanDate: 15 April 2011Directors' report
The directors present their directors' report and financial statements for the year ended 31 December 2010.
Principal activitiesThe principal activity of Secured Property Developments plc is investment incommercial property. The group comprises the holding company, a finance companyand 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 liquidresources, convertible unsecured loan stock and various items, such as tradedebtors and trade creditors, that arise directly from its operations. The mainpurpose of these financial instruments is to raise finance for the group'soperations.The main risks arising from the group's financial instruments are interest raterisk and liquidity risk. The Board reviews and agrees policies for managingeach of these risks and they are summarised below. These policies have remainedunchanged since the beginning of 2002.
Interest rate risk
The group finances its operations through bank borrowings. Currently the groupborrows 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 notcarry excessive time premiums.
Liquidity risk
As regards liquidity, the group's policy has throughout the year been to ensurethat the group is able at all times to meet its financial commitments as andwhen they fall due. The maturity dates of the various loans to the group areset 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 22 June 2011 to those on the register of shareholders at the close of business on 16 May 2011.
The loss for the year retained in the group is £71,497 (2009: loss £25,688).
Directors and directors' interests
The directors who held office during the year were as follows:
P Cottam (resigned 2 April 2010)D Duffield (appointed 30 March 2010)R E FranceG W GreenR A ShaneP R Stansfield
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 Director Company Class at at 31 December 1 January 2010 2010 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 forshares in or debentures of the company or any other group company was grantedto 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 2010
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' reportconfirm that, so far as they are each aware, there is no relevant auditinformation of which the Company's auditors are unaware; and each director hastaken all the steps that he ought to have taken as a director to make himselfaware of any relevant audit information and to establish that the Company'sauditors are aware of that information.
Auditors
In accordance with Section 489 of the Companies act 2006, a resolution for thereappointment of KPMG Audit Plc as auditors of the company is to be proposed atthe forthcoming Annual General Meeting.By order of the boardI H Cobden Unit 6 Orchard MewsSecretary 42 Orchard Road LondonDate : 15 April 2011 N6 5TR Registered number: 2055395
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 statementsunless they are satisfied that they give a true and fair view of the state ofaffairs of the group and parent company and of their profit or loss for thatperiod. 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 aresufficient to show and explain the parent company's transactions and disclosewith reasonable accuracy at any time the financial position of the parentcompany and enable them to ensure that its financial statements comply with theCompanies Act 2006. They have general responsibility for taking such steps asare reasonably open to them to safeguard the assets of the group and to preventand detect fraud and other irregularities.ABCDKPMG Audit PlcSt James' SquareManchesterM2 6DSUnited Kingdom
Independent auditor's report to the members of Secured Property Developments plc
We have audited the financial statements of Secured Property Developments plcfor the year ended 31 December 2010 which comprise the Consolidated Profit andLoss Account, the Consolidated and Company balance sheets, the ConsolidatedCash Flow Statement, the Reconciliation of Movements in Shareholders' Funds andthe related notes. The financial reporting framework that has been applied intheir preparation is applicable law and UK Accounting Standards (UK GenerallyAccepted Accounting Practice).This report is made solely to the company's members, as a body, in accordancewith Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has beenundertaken so that we might state to the company's members those matters we arerequired to state to them in an auditors' report and for no other purpose. Tothe fullest extent permitted by law, we do not accept or assume responsibilityto anyone other than the company and the company's members, as a body, for ouraudit 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 onpage 6, the directors are responsible for the preparation of the financialstatements and for being satisfied that they give a true and fair view. Ourresponsibility is to audit and express an opinion on the financial statementsin accordance with applicable law and International Standards on Auditing (UKand Ireland). Those standards require us to comply with the Auditing PracticesBoard'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 2010 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 AuditorChartered AccountantsSt James' SquareManchesterM2 6DSDate: 15 April 2011Consolidated profit and loss accountfor the year ended 31 December 2010 Note 2010 2009 £ £ Turnover from continuing 2 134,948 151,325operations Cost of sales (20,022) (10,377) Gross profit 114,926 140,948 Administrative expenses (87,121) (69,584) Operating profit from 27,805 71,364continuing operations Other interest receivable and 6 4,509 5,844similar income Interest payable and similar 7 (103,811) (102,896)charges Loss on ordinary activities 2-7 (71,497) (25,688)before taxation Taxation 8 - - Loss on ordinary activities 18 (71,497)
(25,688)
after taxation and retained for the financial year Loss per share 10 (3.6)p (1.3)p The company has no recognised gains or losses other than the loss in either thecurrent or preceding year and therefore no statement of total recognised gainsand 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 sheetat 31 December 2010 Note 2010 2010 2009 2009 £ £ £ £ Fixed assets Tangible assets 11 2,110,000 2,110,000 Current assets Debtors 13 21,784 9,544 Cash at bank and in hand 632,290 672,284 654,074 681,828 Creditors: amounts falling due 14 (112,296) (58,888) within one year Net current assets 541,778 622,940 Total assets less current 2,651,778 2,732,940liabilities Creditors: amounts falling due 15 (1,500,000) (1,500,000)after more than one year Net assets 1,151,778 1,232,940 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 67,583 148,745 Shareholders' funds 1,151,778 1,232,940
The notes on pages 14 to 24 form part of these financial statements.
These financial statements were approved by the board of directors on 15 April 2011 and were signed on its behalf by:
D Duffield R A ShaneDirector DirectorRegistered number: 2055395Company balance sheetat 31 December 2010 Note 2010 2010 2009 2009 £ £ £ £ 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 64,936 45,355 Cash at bank and in hand 618,163 658,157 683,099 703,512 Creditors: amounts falling due 14 (69,403) (25,849) within one year Net current assets 613,696 677,663 Total assets less current 2,170,959 2,234,926liabilities Creditors: amounts falling due 15 (1,500,000) (1,500,000)after more than one year Net assets 670,959 734,926 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 49,862 113,829 Shareholders' funds 670,959 734,926
The notes on pages 14 to 24 form part of these financial statements.
These financial statements were approved by the board of directors on 15 April 2011 and were signed on its behalf by:
D Duffield R A ShaneDirector DirectorRegistered number: 2055395Consolidated cash flow statementfor the year ended 31 December 2010 Note 2010 2009 £ £ Cash flow from operating 68,973 81,037activities Returns on investments and 20 (99,302) (97,052)servicing of finance Taxation - - Dividends (9,665) (9,853) Cash inflow before financing (39,994) (25,868) Financing 20 - - Decrease in cash in the year 21 (39,994) (25,868)
Reconciliation of operating profit to operating cash flows for the year ended 31 December 2010
2010 2009 £ £ Operating profit 27,805 71,364 (Increase)/decrease in (29,388) 8,260debtors Increase in creditors 70,556 1,413 Net cash inflow from 68,973 81,037operating activities
Reconciliation of net cash flow to movement in net debt for the year ended 31 December 2010
Note 2010 2009 £ £ Decrease in cash in the year 21 (39,994) (25,868) Movement in net debt in the year (39,994)
(25,868)
Net debt at beginning of the year 21 (827,716)
(801,848)
Net debt at end of the year 21 (867,710) (827,716)
Reconciliation of movements in shareholders' funds for the year ended 31 December 2010
Group Company 2010 2009 2010 2009 £ £ £ £ Loss for the financial year (71,497) (25,688) (54,302) (41,250) Dividends (9,665) (9,853) (9,665) (9,853) Net reduction in (81,162) (35,541) (63,967) (51,103)shareholders' funds Opening shareholders' funds 1,232,940 1,268,481 734,926 786,029 Closing shareholders' funds 1,151,778 1,232,940 670,959 734,926 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 costaccounting rules as modified by the revaluation of investment properties and inaccordance with applicable accounting standards. The financial statements arein 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 2010.
Unless otherwise stated, the acquisition method of accounting has been adopted.Under this method, the results of subsidiary and associated undertakingsacquired or disposed of in the year are included in the consolidated profit andloss account from the date of acquisition or up to the date of disposal.In accordance with s408 of the Companies Act 2006 Secured Property Developmentsplc 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 ofSecured Property Developments plc is disclosed in note 18 to these financialstatements.Going concernThe directors have considered the future profitability of the company and itsability to continue as a going concern and have prepared profit and cash flowforecasts into the future. Based on these projections the directors aresatisfied that, for the foreseeable future, the company can meet its workingcapital requirements. Consequently the financial statements have been preparedon a going concern basis.Investment propertiesIn accordance with SSAP 19, depreciation is not charged on investmentproperties held by the group. This is a departure from the requirements of theCompanies Act 2006 which requires all properties to be depreciated. Suchproperties are not held for consumption but for investment and the directorsconsider that to depreciate them would not give a true and fair view.Investment properties are revalued annually by the directors and periodicexternal valuations are completed when considered necessary, usually over afive year period. The aggregate surplus or deficit is transferred to arevaluation reserve. The directors consider that this policy results in theaccounts giving a true and fair view.
Taxation
The charge for taxation is based on the profit for the year and takes intoaccount taxation deferred because of timing differences between the treatmentof certain items for taxation and accounting purposes. Deferred tax isrecognised without discounting, in respect of all timing differences betweenthe treatment of certain items for taxation and accounting purposes which havearisen but not reversed by the balance sheet date, except as otherwise requiredby Financial Reporting Standard 19.
Classification of financial instruments issued by the Group
Following the adoption of FRS 25, financial instruments issued by the Group aretreated as equity (i.e. forming part of shareholders' funds) only to the extentthat 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 partof interest payable and similar charges. Finance payments associated withfinancial instruments that are classified as part of shareholders' funds, aredealt with as appropriations in the reconciliation of movements inshareholders' 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 rentalincome from investment properties and from interest earned on loans during theyear.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:
2010 2009 £ £ Rental income from investment properties 134,948 151,201 Interest earned on loans - 124 134,948 151,325
All turnover and pre-tax profit on ordinary activities before taxation was earned in the UK.
3. Profit on ordinary activities before taxation
2010 2009 £ £ Loss on ordinary activities before taxation is stated after charging: Auditors' remuneration Audit services 9,950 9,660 Other services - compliance tax work 750
3,110
The audit fee of the group of £9,950 includes £4,500 (2009: £4,500) in relation to the company.
4. Remuneration of directors
The chairman received fees of £11,450 (2009: £11,571) and one other directorreceived fees of £24,550 (2009: £16,050) which was paid to his employer inrespect 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 2010 2009 Directors 5 5
There are no payroll costs other than those disclosed in note 4.
6. Other interest receivable and similar income
2010 2009 £ £ Bank interest receivable 4,509 5,844
7. Interest payable and similar charges
2010 2009 £ £ On bank loans 103,811 102,896 8. Taxation Analysis of charge in year 2010 2009 £ £ 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 (2009: higher) than the standardrate of corporation tax in the UK 28%, 2009:28%). The differences are explainedbelow. 2010 2009 £ £ Current tax reconciliation Loss on ordinary activities before tax (71,497)
(25,688)
Current tax at 28% (2009: 28%) (20,019) (7,192) Effects of: Movement in tax losses 20,019 (7,192) Total current tax charge (see above) - - 9. Deferred tax
An analysis of the unrecognised deferred taxation asset is set out below.
Group Company 2010 2009 2010 2009 £ £ £ £ Deferred tax asset at (24,059) (16,867) (24,058) (15,156)beginning of year Tax losses incurred in the (20,019) (7,192) (15,787) (8,902)period Deferred tax asset at end of (44,078) (24,059) (39,845) (24,058)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:
2010 2009 Loss after tax 71,497 25,688 Weighted average number of ordinary shares 1,970,688 1,970,688 Loss per share (3.6)p (1.3)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 2010 2,110,000 At 31 December 2009 2,110,000 2010 2009 £ £ 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 2010 610,000 At 31 December 2009 610,000 2010 2009 £ £ Historical cost of revalued assets 411,237 411,237
Historical cost net book value of revalued assets 411,237 411,237
Group and companyThe directors re-assessed the investment properties of the Group on 31 December2010. The re-assessment took account of a professional revaluation of both theScarborough and York properties by Chartered Surveyors Atis Real UK Ltd, as at31 March 2008. Both external valuations were completed in accordance with thecurrent edition of the Practice Statements and Guidance Notes of the Appraisaland Valuation Standards prepared by the Royal Institution of CharteredSurveyors.The valuation of 31st March 2008 resulted in a write down of the Group'sproperty values by 21.85% and was considered at the time by the Directors to beconservative. The Directors are of the opinion that it is appropriate to leavethe values unchanged for the purpose of these accounts.12. Investments Company Loans to Shares in subsidiaries Subsidiaries Total £ £ £ Cost At beginning and end of year 989,376 4 989,380 Provisions for diminution in value At beginning and end of the 42,117 - 42,117year Net book value At 31 December 2010 947,259 4 947,263 At 31 December 2009 947,259 4 947,263 Shares in group undertakings represent the company's investment in SPD DiscountLimited and Secured Property Developments (Scarborough) Limited. At 31 December2010 and 2009 the company held 100% of the ordinary share capital of each ofthe subsidiary undertakings.Both subsidiary undertakings are registered in England and Wales. SPD DiscountLimited was trading as a finance company but has ceased to trade within theyear, and the principal activity of Secured Property Developments (Scarborough)Limited is property investment.13. Debtors Group Company 2010 2009 2010 2009 £ £ £ £ Amounts owed - - 60,057 40,744by subsidiary undertakings Prepayments 21,784 9,544 4,879 4,611and accrued income 21,784 9,544 64,936 45,355
All amounts fall due within one year.
14. Creditors: amounts falling due within one year
Group Company 2010 2009 2010 2009 £ £ £ £ Taxes and 3,999 8,865 453 2,716social security Other 34,765 17,121 21,000 5,923creditors Accruals 73,532 32,902 47,950 17,210and deferred income 112,296 58,888 69,403 25,849
15. Creditors: amounts falling due after more than one year
Group Company 2010 2009 2010 2009 £ £ £ £ 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 2010 2009 2010 2009 £ £ £ £ 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 £632,290 (2009: £672,284) 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 2010 was: Fixed Weighted Financial rate average liabilities Fixed rate weighted period on financial average for which no Total liabilities interest which interest is rate rate charged is fixed £ £ % Years £ 31 December 2010 1,500,000 1,500,000 6.92 2.42 nil
Maturity of financial liabilities
The maturity profile at 31 December 2010 of the group's financial liabilities,other than short term creditors such as trade creditors and accruals is set outin 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
2010 2009 £ £ 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 distributableprofits subject only to any right available to the deferred shares on windingup.Deferred sharesThe deferred shares have no rights to vote, receive notices, or attend generalmeetings, nor to any income. On the return of capital on a winding-up orotherwise the deferred shares have no entitlement until the sum of £100,000 perordinary share shall have been distributed.18. Reserves Group Share Revaluation Profit and premium reserve loss account account £ £ £ At beginning of year 3,473 661,861 148,745 Loss for the financial year - - (71,497) 3,473 661,681 77,248 Dividend paid during the year - - (9,665) At end of year 3,473 661,861 67,583 Company Share Revaluation Profit and premium reserve loss account Account £ £ £ At beginning of year 3,473 198,763 113,829 Loss for the financial year - - (54,302) 3,473 198,763 59,527 Dividend paid during the year - - (9,665) At end of year 3,473 198,763 49,862
The proposed dividend payable on 22 June 2011 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 (2009: £nil).
20. Analysis of items netted in the cash flow statement
2010 2009 £ £ Return on investments and servicing of finance Interest paid (103,811) (102,896) Interest received 4,509 5,844 Net cash outflow from returns on investments and (99,302) (97,052)servicing of finance
21. Analysis of changes in net debt
31 December 31 December 2009 Cash flows 2010 £ £ £ Cash in hand and at bank 672,284 (39,994) 632,290 Debt due after one year (1,500,000) - (1,500,000) (827,716) (39,994) (867,710)
22. Related party transactions
St James's Property Services Limited of which R A Shane is a director andshareholder has received £35,143 (2009: £21,873) from the holding company inrespect of management services, including directors' fees of £24,550 (2009: £15,130) and provision of office accommodation of £8,568 (2009: £2,142).Guildhall Brokers and Consultants Limited of which R A Shane is a director andshareholder has received £7,099 for insurance premiums. The amount outstandingat the year end is £nil (2009: £nil). D Duffield has received fees amounting to£11,450 (2009:£nil) from the holding company in respect of professional fees.The amount outstanding at the year end is £nil (2009: £nil).
Form of proxy for use at the annual general meeting on 24 May 2011
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 heldon Tuesday 24th May 2011 and at any adjournment thereof, and to vote on my/ourbehalf as indicated below:Resolution No. For Against 1 To adopt the directors' report and financial statements for the year ended 31 December 2010 2 To re-elect R A Shane as a director 3 To re-elect P R Stansfield 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 16 May 2011 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 2012 or on 24 May 2012, if earlier 6 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 2012.
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 ______________________________ 2011 Signature __________________________________
Notes
8. A proxy need not be a Member of the Company.
9. 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.
10. 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.
11. 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.
12. Any alterations made on this form should be initialled.
13. 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 Mews42 Orchard RoadLondonN6 5TR First fold alongthis line
Finally fold along this line and tuck in
Affix stamp here
vendorRelated Shares:
Frasers Group