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DJ Secured Property Developments Plc Final Results

 
TIDMSPD 
 
Annual report and 
     Consolidated Financial Statements for the Year Ended 31 December 2018 
                                      for 
                       Secured Property Developments plc 
 
                       Company Registration No. 02055395 
 
Secured Property Developments plc 
 
Contents of the Consolidated Financial Statements  for the Year Ended 
31 December 2018 
 
 
Page 
 
Company Information                                                       1 
 
 
Notice of Meeting                                                         2 
 
Chairman's Statement                                                      3 
 
Strategic Report                                                          4 
 
Report of the Directors                                                   6 
 
Report of the Independent Auditor to the shareholders of Secured 
Property Developments plc                                                 8 
 
Consolidated Income Statement                                            11 
 
Consolidated Balance Sheet                                               12 
 
Company Balance Sheet                                                    13 
 
Consolidated Statement of Changes in Equity                              14 
 
Company Statement of Changes in Equity                                   15 
 
Consolidated Cash Flow Statement                                         16 
 
Notes to the Consolidated Financial Statements                           17 
 
Secured Property Developments plc 
 
Company Information 
 
for the Year Ended 31 December 2018 
 
DIRECTORS: 
J Townsend 
R France 
R Shane 
J Soper 
 
SECRETARY: 
I Cobden 
 
REGISTERED OFFICE: 
Unit 6 
42 Orchard Road 
London 
N6 5TR 
 
REGISTERED NUMBER: 
02055395 (England and Wales) 
 
AUDITOR: 
Lubbock Fine 
Chartered Accountants & Statutory Auditors 
Paternoster House 
65 St. Paul's Churchyard 
London EC4M 8AB 
 
SHARE DEALING: 
The Company's Ordinary shares are quoted on the NEX Exchange (formerly the ISDX 
market) and persons can buy or sell shares through their stockbroker. 
 
REGISTRARS: 
Avenir Registrars Ltd 
5 St. John's Lane 
London 
EC1M 4BH 
 
ylva.baeckstrom@avenir-registrars.co.uk 
www.avenir-registrars.co.uk 
Telephone 020 7692 5500 
 
SHARE PRICE: 
The middle market price of the Ordinary shares were quoted at 31 December 2018 
on the NEX (previously the IDEX Market) at 25 pence per share (2017:14.5 pence 
per share) 
 
Notice of meeting 
 
NOTICE IS HEREBY GIVEN that the twenty seventh Annual General Meeting of 
Secured Property Developments plc will be held at The Royal Automobile Club, 89 
Pall Mall, London, SW1Y 5HS on Wednesday 29 May 2019 at 11am for the following 
purposes: 
 
  * To receive and adopt the financial statement for the year ended 31 December 
    2018 together with the reports of the Directors and the Auditor thereon. 
  * To re-elect J Townsend as a director (retired by rotation) 
  * To authorise, by special resolution in accordance with s701 of the 
    Companies Act 2006, the Board to purchase up to 5% of the Company's own 
    shares in the open market at a minimum price of 10p per share and a maximum 
    price of 60p per share, such powers to expire at the AGM to be held in 
    2020, or on 29 May 2020 if earlier. 
  * To appoint as Auditor Lubbock Fine and to authorise the Directors to agree 
    their remuneration, such powers to expire at the AGM held in 2020. 
 
            By Order of the Board 
 
I H Cobden                           Date:  30th April 2019 
Secretary 
 
Notes: 
 
 1. Enclosed with these accounts is a letter concerning the supply of documents 
    and information by e-mail. Please read this letter and, if you would like 
    to receive documents and information in this way, please complete and 
    return the enclosed form. 
 2. A member entitled to attend and vote at this meeting is entitled to appoint 
    a proxy to attend and vote in his stead. A proxy need not be a member of 
    the Company. Proxy forms must be lodged at the Registered Office not later 
    than forty-eight hours before the time fixed for the meeting. 
 3. We would draw the attention of members proposing to attend the meeting to 
    the RAC Club dress code, which requires men to wear a tailored jacket and 
    trousers, collared shirt and tie at all times and women to dress with 
    commensurate formality. 
 
Secured Property Developments plc 
 
Chairman's statement 
 
We have continued to assess buying opportunities to invest in, both residential 
and commercial, in the hope that the farce surrounding Brexit, might have 
produced something by now, suitable for the Board to recommend for an 
acquisition. 
 
However, competition continues to remain intense and the prices being achieved 
exceeding by some margin the levels we feel are worth investing at and despite 
a number of attempts to acquire suitable propositions, we have, as yet, been 
unsuccessful. 
 
We continue to trawl all the auction catalogues nationwide as well as those 
opportunities being offered by private treaty and still remain optimistic that 
something will eventually fall into place. 
 
With yet another extension granted on Brexit to 31st October 2019, we feel that 
the uncertainty it is causing will eventually generate a buying opportunity, 
encouraging more realistic pricing by the auctioneers on behalf of their vendor 
clients. 
 
Our optimism for the future is borne out by both John Soper and I taking the 
decision to personally invest in the company's shares, when the opportunity 
arose late last year and we are determined to find the right proposal to invest 
the company's funds. 
 
I would like to thank our auditors, Lubbock Fine, as well as my fellow 
Directors for their sterling work throughout the year, acting as always, in the 
best interests of our many shareholders for whom we thank for their continued 
patience until the right opportunity arises. 
 
John P Townsend 
CHAIRMAN 
 
Secured Property Developments plc 
 
Strategic report 
 
Principal Activities 
 
The principal activity of Secured Property Developments plc is investment in 
commercial and residential property. The Group comprises the holding company, a 
finance company and a second property company. 
 
Business Model 
 
At Secured Property Developments, we focus on maximising the return from our 
portfolio of properties whilst looking for new acquisitions where we can, by 
development, increase value and thereby create value for shareholders. 
 
We create value by:- 
 
Acquiring Properties 
 
  * We seek to acquire properties and unlock value. 
 
Optimise Income 
 
  * Optimising income by development and carrying out improvements and good 
    estate management. 
  * Employ our knowledge of occupiers' needs to let to high quality tenants 
    from a wide range of businesses and to minimise the level of voids in our 
    portfolio and 
  * Collecting our rental income on due date. 
 
Recycle Capital 
 
  * Identify properties for disposal where value has been optimised and dispose 
    of those which do not fit the Group's long-term plans. 
 
Maintain robust and flexible financing 
 
  * Negotiate flexible financing and retain a healthy level of interest cover 
    and gearing 
 
Business Review 
 
The results for the year are set out on page 11 of these consolidated financial 
statements. 
 
The Group's investment properties have now all been sold and all borrowings 
have been repaid. A review of the business is included in the Chairman's 
Statement set out on page 3. 
 
Principal Risks and Uncertainties 
 
Going Concern 
 
The directors have prepared the financial statements on a going concern basis. 
 
The main risks arising from the Group's financial instruments are interest rate 
risk and liquidity risk.  The Board reviews and agrees policies for managing 
each of these risks and they are summarised below. 
 
Interest rate risk 
 
The Group has no exposure at the present time to interest rate risk however the 
Group's policy is to borrow at the lowest rates for periods that do not carry 
excessive time premiums. 
 
Liquidity risk 
 
As regards liquidity, the Group's policy has throughout the year been to ensure 
that the group is able at all times to meet its financial commitments as and 
when they fall due. 
 
Signed on behalf of the Board 
 
R 
Shane 
Director 
Dated:    30th April 2019 
 
Secured Property Developments plc 
 
Report of the Directors 
 
for the Year Ended 31 December 2018 
 
The directors present their report with the financial statements of the Company 
and the Group for the year ended 31 December 2018. 
 
DIRECTORS 
 
The directors shown below held office during the period from 1 January 2018 to 
the date of this report unless otherwise stated. 
 
J Townsend 
R France 
R Shane 
J Soper 
 
The directors who held office at the end of the financial year had the 
following interests in the shares and loan stock of the group companies as 
recorded in the register of directors' share and debenture interests. 
 
                                                        Interest at           Interest at 
Director        Company             Class               31 December 2018      1 January 2018 
                                                        Number                Number 
 
J Townsend      SPD plc*            Ordinary shares     85,076                        - 
 
R France        SPD plc*            Ordinary shares     88,888                88,888 
 
R Shane         SPD plc*            Ordinary shares     574,456               574,456 
 
                                    Deferred shares     154,666               154,666 
 
J Soper         SPD plc*            Ordinary shares     85,076                    - 
 
 
 
* SPD plc is used above as an abbreviation for Secured Property Developments 
plc. 
 
According to the register of directors' interests, no rights to subscribe for 
shares in or debentures of the Company or any other group company was granted 
to any of the directors or their immediate families, or exercised by them, 
during the financial year. 
 

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DJ Secured Property Developments Plc Final Results -2-

Substantial shareholding of ordinary shares of 20p each as at 31 December 2018 
 
R France                             4.51% 
G Green                              4.57% 
R Shane                              29.15% 
J Townsend                            4.32% 
J Soper                              4.32% 
 
Proposed dividend and transfer to reserves 
 
The directors do not recommend the payment of a dividend (2017: GBPnil). 
 
The loss for the year retained in the group is GBP91,741 (2017: GBP42,878 
loss). 
 
Events since the year end 
 
There have been no significant events since the year end. 
 
Financial Instruments 
 
Details of the group financial risk management objectives and policies are 
included in the notes to the financial statements. 
 
FUTURE DEVELOPMENTS 
 
Following the sale of the last of the investment properties and repayment of 
loans the Directors are now able to actively consider investment and 
development opportunities that arise. 
 
STATEMENT OF DIRECTORS' RESPONSIBILITIES 
 
The directors are responsible for preparing the Report of the Directors and the 
financial statements in accordance with applicable law and regulations. 
 
Company law requires the directors to prepare financial statements for each 
financial year.  Under that law the directors have elected to prepare the 
financial statements in accordance with United Kingdom Generally Accepted 
Accounting Practice (United Kingdom Accounting Standards and applicable law), 
including Financial Reporting Standard 102 'The Financial Reporting Standard 
applicable in the UK and Republic of Ireland'. Under company law the directors 
must not approve the financial statements unless they are satisfied that they 
give a true and fair view of the state of affairs of the company and the group 
and of the profit or loss of the group for that period.  In preparing these 
financial statements, the directors are required to: 
 
  * select suitable accounting policies and then apply them consistently; 
  * make judgements and accounting estimates that are reasonable and prudent; 
  * ensure applicable UK accounting standards are followed subject to any 
    material departures disclosed  and explained in the financial statements; 
    and 
  * prepare the financial statements on the going concern basis unless it is 
    inappropriate to presume that the group will continue in business. 
 
The directors are responsible for keeping adequate accounting records that are 
sufficient to show and explain the Company's and the Group's transactions and 
disclose with reasonable accuracy at any time the financial position of the 
Company and the Group and enable them to ensure that the financial statements 
comply with the Companies Act 2006. They are also responsible for safeguarding 
the assets of the Company and the Group and hence for taking reasonable steps 
for the prevention and detection of fraud and other irregularities. 
 
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITOR 
 
So far as the directors are aware, there is no relevant audit information (as 
defined by Section 418 of the Companies Act 2006) of which the Group's auditor 
is unaware, and each director has taken all the steps that he ought to have 
taken as a director in order to make himself aware of any relevant audit 
information and to establish that the Group's auditor is aware of that 
information. 
 
AUDITOR 
 
Under section 487(2) of the Companies Act 2006, Lubbock Fine will have been 
deemed to have been reappointed as auditors 28 days after these financial 
statements have been sent to members or 28 days after the latest date 
prescribed for filing the accounts with the Registrar, whichever is earlier. 
 
ON BEHALF OF THE BOARD: 
 
.................................................................... 
 
I Cobden - Secretary 
 
Date:   30th April 2019 
 
Secured Property Developments 
Plc 
 
Independent Audit Report 
 
For the Year Ended 31 December 2018 
 
To the members of Secured Property Developments Plc, 
 
OPINION 
 
We have audited the consolidated financial statements of Secured Property 
Developments Plc (the 'parent Company') and its subsidiaries (the 'Group') for 
the year ended 31 December 2018, which comprise the Group Income Statement, the 
Group and Company Balance Sheets, the Group and Company Statement of Changes in 
Equity and the related notes, including a summary of significant accounting 
policies. The financial reporting framework that has been applied in their 
preparation is applicable law and United Kingdom Accounting Standards, 
including Financial Reporting Standard 102 'The Financial Reporting Standard 
applicable in the UK and Republic of Ireland' (United Kingdom Generally 
Accepted Accounting Practice). 
 
In our opinion the consolidated financial statements: 
 
  * give a true and fair view of the state of the Group's and of the parent 
    Company's affairs as at 31 December 2018 and of the Group's profit for the 
    year then ended; 
  * have been properly prepared in accordance with United Kingdom Generally 
    Accepted Accounting Practice; and 
  * have been prepared in accordance with the requirements of the Companies Act 
    2006. 
 
BASIS FOR OPINION 
 
We conducted our audit in accordance with International Standards on Auditing 
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards 
are further described in the Auditors' responsibilities for the audit of the 
financial statements section of our report. We are independent of the Group and 
Company in accordance with the ethical requirements that are relevant to our 
audit of the consolidated financial statements in the United Kingdom, including 
the Financial Reporting Council's Ethical Standard, and we have fulfilled our 
other ethical responsibilities in accordance with these requirements. We 
believe that the audit evidence we have obtained is sufficient and appropriate 
to provide a basis for our opinion. 
 
CONCLUSIONS RELATING TO GOING CONCERN 
 
We have nothing to report in respect of the following matters in relation to 
which the ISAs (UK) require us to report to you where: 
 
  * the directors' use of the going concern basis of accounting in the 
    preparation of the consolidated financial statements is not appropriate; or 
  * the directors have not disclosed in the consolidated financial statements 
    any identified material uncertainties that may cast significant doubt about 
    the Group's or the parent Company's ability to continue to adopt the going 
    concern basis of accounting for a period of at least twelve months from the 
    date when the consolidated financial statements are authorised for issue. 
 
KEY AUDIT MATTERS 
 
Key audit matters are those matters that, in our professional judgement, were 
of most significance in our audit of the consolidated financial statements of 
the current period and include the most significant assessed risks of material 
misstatement (whether or not due to fraud) we identified, including those which 
had the greatest effect on: the overall audit strategy, the allocation of 
resources in the audit; and directing the efforts of the engagement team. 
 
These matters were addressed in the context of our audit of the consolidated 
financial statements as a whole, and in forming our opinion thereon, and we do 
not provide a separate opinion on these matters. 
 
Key audit matter                           How our audit addressed the key audit 
                                           matter 
 
Verification of bank balance               Our procedures in relation to the 
                                           verification of the bank balance included: 
At the balance sheet date, the balance per 
the bank was significantly material.       - Confirming the balance to the bank 
                                           confirmation letter 
There is a risk that this figure is not 
accurate and that the balance therefore 
does not exist.                            - Agreeing the balance to the bank 
                                           statements 
 
OUR APPLICATION OF MATERIALITY 
 
The scope and focus of our audit was influenced by our assessment and 
application of materiality. We apply the concept of materiality both in 
planning and performing our audit, and in evaluating the effect of 
misstatements on our audit and on the consolidated financial statements. 
 
We define financial statements materiality as the magnitude by which 
misstatements, including omissions, could influence the economic decisions 
taken on the basis of the consolidated financial statements by reasonable 
users. 
 
We also determine a level of performance materiality, which we use to determine 
the extent of testing needed to reduce to an appropriately low level the 
probability that the aggregate of uncorrected and undetected misstatements 
exceeds materiality for the  consolidated financial statements as a whole. 
 
  * Overall materiality - We determine materiality for the consolidated 
    financial statements as a whole to be GBP27,500. This was based on the key 
    performance indicator, being 5% of net assets. We believe net asset values 
    are the most appropriate bench mark due to the minimal income statement 
    activity during the year and existence of key balance sheet items. 
 
  * Performance materiality - On the basis of our risk assessment, together 
    with our assessment of the company's control environment, our judgement is 
    that performance materiality for the consolidated financial statements 
    should be 65% of materiality, amounting to GBP17,900. 
 
AN OVERVIEW OF THE SCOPE OF OUR AUDIT 
 
As part of designing our audit, we determined materiality and assessed the 
risks of material misstatement in the consolidated financial statements. In 
particular, we looked at where the directors made subjective judgements, for 
example in respect of significant accounting estimates that involved making 
assumptions and considering future events that are inherently uncertain. 
 
We tailored the scope of our audit to ensure that we performed sufficient work 

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to be able to give an opinion on the financial statements as a whole, taking 
into account an understanding of the structure of the group and company, its 
activities, the accounting processes and controls, and the industry in which 
they operate. Our planned audit testing was directed accordingly and was 
focused on areas where we assessed there to be the highest risk of material 
misstatement. During the audit, we reassessed and re-valuated audit risks and 
tailored our approach accordingly. 
 
The audit testing included substantive testing on significant transactions, 
balances and disclosures, the extent of which was based on various factors such 
as our overall assessment of the control environment, the effectiveness of 
controls and management of specific risk. 
 
We communicated with those charged with governance regarding, among other 
matters, the planned scope and timing of the audit and significant findings, 
including any significant deficiencies in internal control that we identify 
during the audit. 
 
OTHER INFORMATION 
 
The directors are responsible for the other information. The other information 
comprises the information included in the Annual Report, other than the 
consolidated financial statements and our Auditors' Report thereon. Our opinion 
on the consolidated financial statements does not cover the other information 
and, except to the extent otherwise explicitly stated in our report, we do not 
express any form of assurance conclusion thereon. 
 
In connection with our audit of the consolidated financial statements, our 
responsibility is to read the other information and, in doing so, consider 
whether the other information is materially inconsistent with the consolidated 
financial statements or our knowledge obtained in the audit or otherwise 
appears to be materially misstated. If we identify such material 
inconsistencies or apparent material misstatements, we are required to 
determine whether there is a material misstatement in the consolidated 
financial statements or a material misstatement of the other information. If, 
based on the work we have performed, we conclude that there is a material 
misstatement of this other information, we are required to report that fact. 
 
We have nothing to report in this regard. 
 
OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006 
 
In our opinion, based on the work undertaken in the course of the audit: 
 
  * the information given in the Group Strategic Report and the Directors' 
    Report for the financial year for which the financial statements are 
    prepared is consistent with the  consolidated financial statements; and 
  * the Group Strategic Report and the Directors' Report have been prepared in 
    accordance with applicable legal requirements. 
 
 
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION 
 
In the light of the knowledge and understanding of the Group and the parent 
Company and its environment obtained in the course of the audit, we have not 
identified material misstatements in the Group Strategic Report or the 
Directors' Report. 
 
We have nothing to report in respect of the following matters in relation to 
which the Companies Act 2006 requires us to report to you if, in our opinion: 
 
  * adequate accounting records have not been kept by the Group, or returns 
    adequate for our audit have not been received from branches not visited by 
    us; or 
  * the Group consolidated 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. 
 
RESPONSIBILITIES OF DIRECTORS 
 
As explained more fully in the Directors' Responsibilities Statement on page 7, 
the directors are responsible for the preparation of the consolidated financial 
statements and for being satisfied that they give a true and fair view, and for 
such internal control as the directors determine is necessary to enable the 
preparation of consolidated financial statements that are free from material 
misstatement, whether due to fraud or error. 
 
In preparing the consolidated financial statements, the directors are 
responsible for assessing the Group and parent Company's ability to continue as 
a going concern, disclosing, as applicable, matters related to going concern 
and using the going concern basis of accounting unless the directors either 
intend to liquidate the Group or the parent Company or to cease operations, or 
have no realistic alternative but to do so. 
 
AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE GROUP FINANCIAL STATEMENTS 
 
Our objectives are to obtain reasonable assurance about whether the 
consolidated financial statements as a whole are free from material 
misstatement, whether due to fraud or error, and to issue an Auditors' Report 
that includes our opinion. Reasonable assurance is a high level of assurance, 
but is not a guarantee that an audit conducted in accordance with ISAs (UK) 
will always detect a material misstatement when it exists. Misstatements can 
arise from fraud or error and are considered material if, individually or in 
the aggregate, they could reasonably be expected to influence the economic 
decisions of users taken on the basis of these consolidated financial 
statements. 
 
A further description of our responsibilities for the audit of the consolidated 
financial statements is located on the Financial Reporting Council's website 
at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our 
Auditors' Report. 
 
Use of our report 
 
This report is made solely to the Company's members, as a body, in accordance 
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been 
undertaken so that we might state to the Company's members those matters we are 
required to state to them in an Auditors' Report and for no other purpose. To 
the fullest extent permitted by law, we do not accept or assume responsibility 
to anyone other than the Company and the Company's members, as a body, for our 
audit work, for this report, or for the opinions we have formed. 
 
Lee Facey (Senior Statutory Auditor) 
for and on behalf of 
Lubbock Fine 
Chartered Accountants & Statutory Auditors 
3rd Floor Paternoster House 
65 St Paul's Churchyard 
London 
EC4M 8AB 
 
Date: 30th April 2019 
 
 
Consolidated Income Statement 
for the Year Ended 31 December 2018 
 
                                                          31.12.18             31.12.17 
 
                                            Notes              GBP                  GBP 
 
TURNOVER                                      3                  -                    - 
 
Cost of sales                                                    -                    - 
 
GROSS PROFIT                                                     -                    - 
 
Administrative expenses                                  (105,648)             (90,302) 
 
OPERATING (LOSS)                              5          (105,648)             (90,302) 
 
Profit on sale of tangible fixed assets                          - 
 
(LOSS) ON ORDINARY ACTIVITIES 
 
BEFORE INTEREST AND TAXATION                                                   (90,302) 
                                                         (105,648) 
 
Interest receivable and similar income                      13,907               47,424 
 
Interest payable and similar charges                             -                    - 
 
(LOSS) ON ORDINARY ACTIVITIES BEFORE 
TAXATION                                                  (91,741)             (42,878) 
 
Tax on profit on ordinary activities          6                  -                    - 
 
(LOSS) FOR THE FINANCIAL YEAR FOR THE 
GROUP                                                     (91,741)             (42,878) 
 
(Loss) attributable to: 
Owners of the parent                                      (91,741)             (42,878) 
 
Earnings per share expressed 
in pence per share:                           8 
 
Basic                                                       (4.65)               (2.17) 
 
Diluted                                                     (4.65)               (2.17) 
 
The Company has no recognised gains or losses other than those disclosed in the 
Income Statement above. Consequently, no Statement of Other Comprehensive 
Income is presented. 
 
The notes form part of these financial statements 
 
 
Consolidated Balance Sheet 
31 December 2018 
 
 
                                                            31.12.18         31.12.17 
 
                                                Notes        GBP     GBP      GBP     GBP 
 
FIXED ASSETS 
 
Tangible assets                                   9                    -                - 
 
CURRENT ASSETS 
 
Debtors                                          11        6,188          585,538 
 
Cash in hand                                     12      583,997          124,674 
 
                                                         590,185          710,212 
 
CREDITORS 
 
Amounts falling due within one year              13     (36,169)         (64,455) 
 
NET CURRENT ASSETS                                               554,016          645,757 
 
TOTAL ASSETS LESS CURRENT LIABILITIES                            554,016          645,757 
 
CAPITAL AND RESERVES 
 
Called up share capital                          14              418,861          418,861 
 
Share premium                                                      3,473            3,473 
 
Profit and Loss Account                                          131,682          223,423 
 
SHAREHOLDERS' FUNDS                                              554,016          645,757 
 
The financial statements were approved by the Board of Directors on 30th April 
2019 and were signed on its behalf by: 
 
.................................................................... 
 
J Townsend - Director 
 
.................................................................... 
 
R Shane - Director 
 

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The notes form part of these financial statements 
 
 
Company Balance Sheet 
31 December 2018 
 
 
                                                       31.12.18             31.12.17 
 
                                           Notes         GBP       GBP       GBP      GBP 
 
FIXED ASSETS 
 
Tangible assets                              9                       -                  - 
 
Investments                                 10                       4                  4 
 
                                                                     4                  4 
 
CURRENT ASSETS 
 
Debtors                                     11         6,188             584,739 
 
Cash in hand                                12      569,870              110,546 
 
                                                    576,058              695,285 
 
CREDITORS 
 
Amounts falling due within one              13     (274,525)           (302,011) 
year 
 
NET CURRENT ASSETS                                             301,533            393,274 
 
TOTAL ASSETS LESS CURRENT LIABILITIES                          301,537            393,278 
 
CAPITAL AND RESERVES 
 
Called up share capital                     14                 418,861            418,861 
 
Share premium                                                    3,473              3,473 
 
Retained earnings                                            (120,797)           (29,056) 
 
SHAREHOLDERS' FUNDS                                            301,537            393,278 
 
The financial statements were approved by the Board of Directors on 30th April 
2019 and were signed on its behalf by: 
 
.................................................................... 
 
 J Townsend -Director 
 
....................................................... 
 
R Shane - Director 
 
The notes form part of these financial statements 
 
 
Consolidated Statement of Changes in Equity 
for the Year Ended 31 December 2018 
 
                                Called up        Profit &           Share           Total 
                                    share            Loss         premium          equity 
                                  capital         Account 
 
                                      GBP             GBP             GBP             GBP 
 
Balance at 1 January 2017         418,861         266,301           3,473         688,635 
 
Changes in equity 
 
Total comprehensive income              -        (42,878)               -        (42,878) 
 
Balance at 31 December 2017       418,861         223,423           3,473         645,757 
 
Changes in equity 
 
Total comprehensive income              -        (91,741)               -        (91,741) 
 
Balance at 31 December 2018       418,861         131,682           3,473         554,016 
 
The notes form part of these financial statements 
 
Company Statement of Changes in Equity 
for the Year Ended 31 December 2018 
 
                               Called up          Profit &           Share           Total 
                                   share      Loss Account         premium          equity 
                                 capital 
 
                                     GBP               GBP             GBP             GBP 
 
Balance at 1 January 2017        418,861            13,822           3,473         436,156 
 
Changes in equity 
 
Total comprehensive income             -          (42,878)               -        (42,878) 
 
Balance at 31 December 2017      418,861          (29,056)           3,473         393,278 
 
Changes in equity 
 
Total comprehensive income             -          (91,741)               -        (91,741) 
 
Balance at 31 December 2018      418,861         (120,797)           3,473         301,537 
 
The notes form part of these financial statements 
 
 
Consolidated Cash Flow Statement 
for the Year Ended 31 December 2018 
 
 
                                                              31.12.18           31.12.17 
 
                                                                   GBP                GBP 
 
Cash flows from operating activities 
 
(Loss) for the financial                                                         (42,878) 
year                                                          (91,741) 
 
Interest received                                             (13,907)           (47,424) 
 
Decrease /(increase) in debtors                                579,350          (193,189) 
 
Increase / (decrease) in creditors                            (28,286)             19,667 
 
Net cash from operating activities                             445,416          (263,824) 
 
Cash flows from investing activities 
 
Interest received                                               13,907             47,424 
 
Net cash from investing activities                             459,323             47,424 
 
Cash flows from financing activities 
 
Interest paid                                                        -                  - 
 
Net cash from financing activities                                   -                  - 
 
Increase / (Decrease) in cash and cash equivalents             459,323          (216,400) 
 
Cash and cash equivalents at beginning of year                 124,674            341,074 
 
Cash and cash equivalents at end of year                       583,997            124,674 
 
The notes form part of these financial statements 
 
 
Notes to the Consolidated Financial Statements 
for the Year Ended 31 December 2018 
 
1.     ACCOUNTING POLICIES 
 
Secured Property Developments plc (the "Company") is a public company limited 
by shares and incorporated and domiciled in the UK. The address of the 
Company's registered office is given in the company information page 1 of these 
financial statements. 
 
These Group and parent company financial statements were prepared in accordance 
with Financial Reporting Standard 102 The Financial Reporting Standard 
applicable in the UK and Republic of Ireland ("FRS 102").  The presentation 
currency of these financial statements is sterling.  All amounts in the 
financial statements have been rounded to the nearest GBP1. 
 
Basis of preparing the financial statements 
 
These financial statements have been prepared in accordance with Financial 
Reporting Standard 102 "The Financial Reporting Standard applicable in the UK 
and Republic of Ireland" and the Companies Act 2006. The financial statements 
have been prepared under the historical cost convention, except for tangible 
fixed assets measured in accordance with the revaluation model. 
 
 Turnover 
 
Turnover comprises revenue recognised by the Group in respect of services 
supplied during the year and is measured at the fair value of the consideration 
received or receivable, excluding discounts, rebates, value added tax and other 
sales taxes. 
 
Basis of consolidation 
 
The consolidated financial statements include the financial statements of the 
Company and its subsidiary undertakings made up to 31 December 2018. A 
subsidiary is an entity that is controlled by the parent.  The results of 
subsidiary undertakings are included in the consolidated profit and loss 
account from the date that control commences until the date that control 
ceases. Control is established when the Company has the power to govern the 
operating and financial policies of an entity so as to obtain benefits from its 
activities.  In assessing control, the Group takes into consideration potential 
voting rights that are currently exercisable. 
 
Under Section 408 of the Companies Act 2006 the Company is exempt from the 
requirement to present its own profit and loss account. 
 
In the parent financial statements, investments in subsidiaries are carried at 
cost less impairment. 
 
Classification of financial instruments issued by the group 
 
In accordance with FRS 102.22, financial instruments issued by the group are 
treated as equity only to the extent that they meet the following two 
conditions: 
 
 a. they include no contractual obligations upon the group 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 group; and 
 b. where the instrument will or may be settled in the entity's own equity 
    instruments, it is either a non-derivative that includes no obligation to 
    deliver a variable number of the entity's own equity instruments or is a 
    derivative that will be settled by the entity 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 entity'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. 
 
Investment properties 
 
Investment properties are properties which are held either to earn rental 
income or for capital appreciation or for both. Investment properties are 
recognised initially at cost. 
 
Subsequent to initial recognition 
 
 i. investment properties whose fair value can be measured reliably without 
    undue cost or effort are held at fair value. Any gains or losses arising 
    from changes in the fair value are recognised in profit or loss in the 
    period that they arise; and 
ii. no depreciation is provided in respect of investment properties applying 
    the fair value model. 
 
If a reliable measure is not available without undue cost or effort for an item 
of investment property, this item is thereafter accounted for as tangible fixed 
assets in accordance with section 17 FRS 102 until a reliable measure of fair 
value becomes available. 
 
Current and deferred taxation 
 
Tax on the profit or loss for the year comprises current and deferred tax. Tax 
is recognised in the profit and loss account except to the extent that it 

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relates to items recognised directly in equity or other comprehensive income, 
in which case it is recognised directly in equity or other comprehensive 
income. 
 
Current tax is the expected tax payable or receivable on the taxable income or 
loss for the year, using tax rates enacted or substantively enacted at the 
balance sheet date, and any adjustment to tax payable in respect of previous 
years. 
 
Deferred tax is provided on timing differences which arise from the inclusion 
of income and expenses in tax assessments in periods different from those in 
which they are recognised in the financial statements. 
 
Deferred tax is measured at the tax rate that is expected to apply to the 
reversal of the related difference, using tax rates enacted or substantively 
enacted at the balance sheet date. For investment property that is measured at 
fair value, deferred tax is provided at the rates and allowances applicable to 
the sale of the asset/property. Deferred tax balances are not discounted. 
 
Unrelieved tax losses and other deferred tax assets are recognised only to the 
extent that is it probable that they will be recovered against the reversal of 
deferred tax liabilities or other future taxable profits. 
 
Debtors 
 
Short term debtors are measured at transaction price, less any impairment. 
Loans receivable are measured initially at fair value, net of transaction 
costs, and are measured subsequently at amortised cost using the effective 
interest method, less any impairment. 
 
Cash and cash equivalents 
 
Cash is represented by cash in hand and deposits with financial institutions 
repayable without penalty on notice of not more than three months. Cash 
equivalents are highly liquid investments that mature in no more than three 
months from the date of acquisition and that are readily convertible to known 
amounts of cash with insignificant risk of change in value. 
 
Financial Instruments 
 
The Company only enters into basic financial instruments transactions that 
result in the recognition of financial assets and liabilities like trade and 
other debtors and creditors, loans from banks and other third parties, loans to 
related parties and investments in non-puttable ordinary shares. 
 
Debt instruments (other than those wholly repayable or receivable within one 
year), including loans and other accounts receivable and payable, are initially 
measured at present value of the future cash flows and subsequently at 
amortised cost using the effective interest method. Debt instruments that are 
payable or receivable within one year, typically trade debtors and creditors, 
are measured, initially and subsequently, at the undiscounted amount of the 
cash or other consideration expected to be paid or received. However, if the 
arrangements of a short-term instrument constitute a financing transaction, 
like the payment of a trade debt deferred beyond normal business terms or 
financed at a rate of interest that is not a market rate or in case of an 
out-right short-term loan not at market rate, the financial asset or liability 
is measured, initially, at the present value of the future cash flow discounted 
at a market rate of interest for a similar debt instrument and subsequently at 
amortised cost. 
 
For financial assets measured at amortised cost, the impairment loss is 
measured as the difference between an asset's carrying amount and the present 
value of estimated cash flows discounted at the asset's original effective 
interest rate. If a financial asset has a variable interest rate, the discount 
rate for measuring any impairment loss is the current effective interest rate 
determined under the contract. 
 
Creditors 
 
Short term creditors are measured at transaction price. Other financial 
liabilities are measured initially at fair value, net of transaction costs, and 
are measured subsequently at amortised cost using the effective interest 
method. 
 
2. JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION 
UNCERTAINTY 
 
The preparation of the financial statements requires management to make 
judgements, estimates and assumptions that effect the amounts reported for 
assets and liabilities as at the balance sheet date and the amounts reported 
for revenue and expenses during the year. However, the nature of the estimation 
means that actual outcomes could differ from those estimates. There are no key 
sources of estimation uncertainty. 
 
3.  TURNOVER 
 
An analysis of turnover is as follows: 
 
                                                                   31.12.18    31.12.17 
 
                                                                        GBP         GBP 
 
Rental income                                                             -           - 
 
The future aggregate minimum rentals receivable under non-cancellable operating 
leases within one year was GBPnil (2017 - nil). 
 
4.  STAFF COSTS 
 
The average number of staff during the year was nil (2017-nil) and there were 
no staff costs for the year ended 31 December 2018 or for the year ended 
31 December 2017. 
 
5.  OPERATING (LOSS) 
 
The operating loss is stated after charging: 
 
                                                                   31.12.18    31.12.17 
 
                                                                        GBP         GBP 
 
Auditor's remuneration - fees payable to the Group's auditor for 
the audit of the group's annual accounts.                             6,000       5,000 
 
Directors' remuneration                                                   -           - 
 
Details of the fees charged by the Chairman and other Directors are shown in 
note 16 to these financial statements. 
 
Notes to the Consolidated Financial Statements - continued 
 
for the Year Ended 31 December 2018 
 
6.  TAXATION 
 
     Analysis of the tax charge 
 
The tax charge on the profit on ordinary activities for the year was as 
follows: 
 
                                                                   31.12.18    31.12.17 
 
                                                                        GBP         GBP 
 
Current tax: 
 
UK corporation tax                                                        -           - 
 
Tax on profit on ordinary activities                                      -           - 
 
Reconciliation of effective tax rate 
 
                                                                         31.12.18    31.12.17 
 
                                                                              GBP         GBP 
 
(Loss) for the year                                                      (91,741)    (42,878) 
 
Total tax expense                                                               -           - 
 
(Loss) for the year excluding taxation                                   (91,741) 
                                                                                     (42,878) 
 
Tax using the UK corporation tax rate of 19% (2017: 19.25%)             (17,431)      (8,254) 
 
Non-deductible expenses                                                        - 
 
Current year losses                                                       17,431        8,254 
 
Total tax expense included in profit or loss                                    -           - 
 
 
 
Factors that may affect future current and total tax charges 
 
A deferred tax asset of GBP54,036 (2017 - GBP38,440) at the year end has not been 
recognised due to uncertainty surrounding the Group's future taxable profits. 
 
7.     PROFIT OF PARENT COMPANY 
 
As permitted by Section 408 of the Companies Act 2006, the Profit and Loss 
account of the parent company is not presented as part of these financial 
statements.  The parent company's loss for the financial year was GBP91,741 (2017 
- GBP42,878 loss). 
 
8.     EARNINGS PER SHARE 
 
Basic earnings per share is calculated by dividing the earnings attributable to 
ordinary shareholders by the weighted average number of ordinary shares 
outstanding during the period. 
 
Diluted earnings per share is calculated using the weighted average number of 
shares adjusted to assume the conversion of all dilutive potential ordinary 
shares. 
 
Reconciliations are set out below. 
 
                                                                   31.12.18 
 
                                                                    Weighted     Per-share 
                                                                     average        amount 
                                                      Earnings     number of         pence 
                                                           GBP        shares 
 
Basic EPS 
 
Earnings attributable to ordinary shareholders        (91,741)     1,970,688        (4.65) 
 
Effect of dilutive securities 
 
Diluted EPS 
 
Adjusted earnings                                     (91,741)     1,970,688        (4.65) 
 
 
 
                                                                   31.12.17 
 
                                                                    Weighted     Per-share 
                                                                     average        amount 
                                                      Earnings     number of         pence 
                                                           GBP        shares 
 
Basic EPS 
 
Earnings attributable to ordinary shareholders        (42,878)     1,970,688        (2.17) 
 
Effect of dilutive securities 
 
Diluted EPS 
 
Adjusted earnings                                     (42,878)     1,970,688        (2.17) 
 
9.     TANGIBLE FIXED ASSETS 
 
Group 
 
                                                                             Freehold 
                                                                             property 
                                                                                  GBP 
 
COST / VALUATION 
 
At 1 January 2018                                                                   - 
 
Additions / Disposals                                                               - 
 

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DJ Secured Property Developments Plc Final Results -6-

At 31 December 2018                                                                 - 
 
NET BOOK VALUE 
 
At 31 December 2018                                                                 - 
 
At 31 December 2017                                                                 - 
 
 
 
Company 
 
                                                                             Freehold 
                                                                             property 
                                                                                  GBP 
 
COST / VALUATION 
 
At 1 January 2018                                                                   - 
 
Additions/Disposals                                                                 - 
 
At 31 December 2018                                                                 - 
 
NET BOOK VALUE 
 
At 31 December 2018                                                                 - 
 
At 31 December 2017                                                                 - 
 
10.   FIXED ASSET INVESTMENTS 
 
                                                                 Company 
 
                                                           31.12.18    31.12.17 
 
                                                                GBP         GBP 
 
Shares in group undertakings                                      4           4 
 
                                                                  4           4 
 
     Additional information is as follows: 
 
The following relates to ordinary shares held in subsidiary companies, Secured 
Property Developments (Scarborough) Limited and SPD Discount Limited, both 
companies registered in England and both companies being 100% owned by the 
holding company throughout the period. 
 
Company 
 
                                                                           Shares in 
                                                                               group 
                                                                        undertakings 
 
                                                                                 GBP 
 
COST 
 
At 1 January 2018 and 
31 December 2018                                                                   4 
 
NET BOOK VALUE 
 
At 31 December 2018                                                                4 
 
At 31 December 2017                                                                4 
 
11.   DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 
 
                                          Group                    Company 
 
                                    31.12.18  31.12.17     31.12.18       31.12.17 
 
                                         GBP       GBP          GBP            GBP 
 
 Prepayments and accrued income        4,048     3,833        4,048          3,833 
 
 Amounts due from related parties          -   580,013            -        580,013 
 
 Other debtors                         2,140     1,692        2,140            893 
 
                                       6,188   585,538        6,188        584,739 
 
12.   CASH AND CASH EQUIVALENTS 
 
                                            Group                 Company 
 
                                      31.12.18  31.12.17     31.12.18  31.12.17 
 
                                           GBP       GBP          GBP       GBP 
 
 Cash at bank                          583,997   124,674      569,870   110,546 
 
                                       583,997   124,674      569,870   110,546 
 
13.   CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 
 
                                           Group                   Company 
 
                                    31.12.18   31.12.17    31.12.18        31.12.17 
 
                                         GBP        GBP         GBP             GBP 
 
 Trade creditors                       7,384      4,043       7,384           4,043 
 
 Amounts owed to group undertakings        -          -     241,178         240,379 
 
 Tax                                   1,874      1,874       1,932           1,932 
 
 Other creditors                       8,691      8,679       5,811           5,798 
 
 Accrued expenses                     18,220     49,859      18,220          49,859 
 
                                      36,169     64,455     274,525         302,011 
 
14.   CALLED UP SHARE CAPITAL 
 
       Allotted, issued and fully paid: 
 
Number:        Class:                             Nominal    31.12.18 
                                                  value:                   31.12.17 
 
                                                                  GBP           GBP 
 
1,970,688      Ordinary                           GBP0.20p      394,138       394,138 
 
1,236,154      Deferred                           GBP0.02p       24,723        24,723 
 
                                                              418,861       418,861 
 
                The respective rights of the shareholders are as follows: 
 
Ordinary shares 
 
The ordinary shares have the right to all available capital and distributable 
profits subject only to any right available to the deferred shares on winding 
up. 
 
Deferred shares 
 
The deferred shares have no rights to vote, receive notices, or attend general 
meetings, nor to any income.  On the return of capital on a winding-up or 
otherwise the deferred shares have no entitlement until the sum of GBP100,000 per 
ordinary share shall have been distributed. 
 
15.   RESERVES 
 
Share premium: 
 
Includes the premium paid by shareholders on ordinary shares. 
 
Retained earnings: 
 
Includes all current and prior periods retained profits and losses, less 
dividends paid. 
 
16.   RELATED PARTY DISCLOSURES 
 
During the period the company entered into transactions, in the ordinary course 
of the business, with other related parties. Transactions entered into, and 
trading balances outstanding at 31 December 2018, are as follows: 
 
Transactions with key management personnel 
 
J Townsend: 
 
During the year, Mr Townsend received GBP27,158 (2017 - GBP25,008) in respect of 
professional fees. The amount outstanding as at the year end was GBP2,084 (2017 - 
GBP2,084). 
 
J Soper: 
 
During the year, Mr Soper received GBP11,437 (2017 - GBP5,965) in respect of 
professional fees. There was nothing outstanding as at the year end. 
 
R Shane: 
 
At the year end date an amount of GBP160 (2017 - GBP160) was due to Mr Shane in 
respect of expenses incurred on behalf of the holding company. 
 
Transactions with other related parties 
 
St James's Property Services Limited: 
 
St James's Property Services Limited of which R Shane is a director and 
shareholder received GBP26,845 (2017 - GBP21,975) from the holding company in 
respect of management services. The amount outstanding at the year end is GBP 
9,531 (2017 - GBP39,475). 
 
St James's Property Services Limited also received GBP8,620 (2017 - GBP8,568) from 
the holding company in respect of rent and other expenses. 
 
Guildhall Brokers and Consultants Limited: 
 
Guildhall Brokers and Consultants Limited of which R Shane is a director and 
shareholder received GBP1,364 (2017 - GBP1,364) for insurance premiums. 
 
Space Property Corporation Limited: 
 
During the year the holding company provided a loan to Space Property 
Corporation Limited of which R Shane is the sole beneficial shareholder. The 
loan was repaid during the year and the amount included in debtors at the year 
end is GBPnil (2017- GBP580,013) which included interest charged in the year of GBP 
13,462 (2017 -GBP47,147). 
 
Shane Computer Consulting Limited: 
 
Shane Computer Consulting Limited of which R Shane's son is a director and 
shareholder received GBP6,000 (2017 - GBP6,000) from the holding company in respect 
of computer services. 
 
Terms and conditions of transactions with related parties 
 
Transactions with related parties are made at normal market prices. Outstanding 
balances with entities are unsecured, interest free and repayable on demand. 
 
Key management personnel includes those persons having authority and 
responsibility for planning, directing and controlling the activities of the 
entity, directly or indirectly, including directors. Total amounts paid to key 
management personnel during the period was GBP38,594 (2017 - GBP30,973). 
 
17.  FINANCIAL INSTRUMENTS 
 
Group: 
 
                                                           31.12.18      31.12.17 
 
                                                                GBP           GBP 
 
Financial Assets 
 
Financial assets that are debt instruments measured at        2,140       581,705 
amortised costs 
 
Financial Liabilities 
 
Financial liabilities measured at amortised costs            34,295        62,581 
 
 
Company: 
 
                                                           31.12.18      31.12.17 
 
                                                                GBP           GBP 
 
Financial Assets                                              2,140       580,906 
 
Financial assets that are debt instruments measured at 
amortised costs 
 
Financial Liabilities                                       272,593       300,079 
 
Financial liabilities measured at amortised costs 
 
The material risk arising form the Group and Company's financial instruments is 
liquidity risk. 
 
Liquidity risk 
 
The objective of the Group and Company managing liquidity is to ensure it can 
meet its financial obligations as and when they fall due. The Group and Company 
expects to meet these through operating cash flows. 
 
18.    POST BALANCE SHEET EVENTS 
 
        There have been no significant events since the year end. 
 
19.    CONTROLLING PARTY 
 
The directors consider that there is no single controlling party. 
 
Form of proxy for use at the annual general meeting on Thursday 29th May 2019 
 
I/We 
_______________________________________________________________________________ 
 
(Please insert full name in BLOCK CAPITALS) 
 
of 
_________________________________________________________________________________ 
 

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(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 Wednesday 29th May 2019 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 2018 
 
2 To re-elect J Townsend  as a director 
 
3 To authorise, by special resolution in accordance 
with s701 of the Companies Act 2006, the Board to 
purchase up to 5% of the Company's own shares in the 
open market at a minimum price of 10p  per share and a 
maximum price of 60p per share, such powers to expire 
at the AGM to be held in 2020, or on 29 May 2020 if 
earlier. 
 
4 THAT Lubbock Fine be and are hereby appointed 
auditors of the Company and will hold office from the 
conclusion of this meeting until the conclusion of the 
next general meeting at which accounts are laid before 
the company, and that their remuneration be fixed by 
the Directors. 
 
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 ______________________________ 2019   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 potentially certified copy of such power of 
    authority. 
 
 5. Any alterations made on this form should be initialed. 
 
 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 initialed. 
 
 
Affix stamp here 
 
                        Second fold along this line 
 
                                    Secured Property Developments plc. 
 
                                    Unit 6 Orchard 
Mews 
 
                                    42 Orchard Road 
 
                                    London 
 
                                    N6 
5TR 
             First fold along 
 
 
this line 
 
 
 
                                    Finally fold along this line and tuck in 
 
 
 
END 
 

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