Panther Securities Annual Report 2013

← All annual reports

FY2013 Annual Report · Panther Securities

Loading PDF…

ANNUAL REPORT &
FINANCIAL STATEMENTS

2013

The Year in Brief

Revenue

Profit/(loss) before tax

Total comprehensive profit/(loss) for the year

Net assets of the Group

2013
£’000

14,319

8,155

6,954

67,916

2012
£’000

12,673

(4,633)

(2,989)

62,053

Earnings per 25p ordinary share

41.7p

(17.2)p

Dividend per ordinary share
(based on those proposed in relation to the financial year)

12p**

Net assets attributable to ordinary

shareholders per 25p ordinary share

**12p – 3p is paid and 9p proposed

395p

367p

Contents

The Year in Brief

Directors, Secretary and Advisors

Chairman’s Statement

Chairman’s Ramblings

Group Strategic Report

Report of the Directors

Corporate Governance

Independent Auditors’ Report

Consolidated Income Statement

Consolidated Statement of Comprehensive Income

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Accounts

Parent Company Balance Sheet

Parent Company Cash Flow Statement

Notes to the Parent Company Accounts

Notice of Annual General Meeting

Ten Year Review

Panther Securities P.L.C.

Directors, Secretary and Advisers

Directors

* Andrew Stewart Perloff (Chairman and Chief Executive)
** Bryan Richard Galan (Non-executive)
** Peter Michael Kellner (Non-executive)

John Terence Doyle (Executive)
John Henry Perloff (Executive)
Simon Jeffrey Peters (Finance)

Company Secretary

Simon Jeffrey Peters

Registered Office

Deneway House, 88-94 Darkes Lane, Potters Bar, Herts. EN6 1AQ

Company number

293147

Website

Auditors

Bankers

www.pantherplc.com

Nexia Smith & Williamson
25 Moorgate, London EC2R 6AY

HSBC Bank PLC
31 Holborn, London EC1N 4HR

Santander Corporate Banking
2 Triton Square, Regents Place, London NW1 3AN

Natwest Bank PLC
Unit 40, 56 Churchill Square, Brighton, East Sussex BN1 2ES

Arbuthnot Latham Private Bankers
Arbuthnot House, 20 Ropemaker Street, London EC2Y 9AR

Brokers

Raymond James Investment Services
77 Cornhill, London EC3V 3QQ

Financial Advisors
(and NOMAD)

Sanlam Securities UK
10 King William Street, London EC4N 7TW

Registrars

Solicitors

Capita Asset Services
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU

Ross & Craig Solicitors
12A Upper Berkeley Street, London W1H 7QE

Howard Kennedy
19 Cavendish Square, London W1A 2AW

Biggart Baillie
Dalmore House, 310 St Vincent Street, Glasgow G2 5QR

MacRoberts LLP
152 Bath Street, Glasgow G2 4TB

Fox Williams LLP
Ten Dominion Street, London EC2M 2EE

Blake Lapthorn
New Kings Court, Tollgate, Chandler’s Ford, Eastleigh,
Hampshire SO53 3LG

* Member of Audit Committee
** Member of the Audit Committee and Remuneration Committee

Panther Securities P.L.C.

Chairman’s Statement

I am pleased to present my 40th annual Chairman’s

In September we sold a vacant freehold site which had

Statement which contains our results for the year ended

formerly been a garage in Nelson, South Wales at

31 December 2013.

£235,000 which gave us a profit of £93,000.

Our profits for this period amounted to £8,155,000

Acquisitions during the year

before tax compared to a loss of £4,633,000 before a

In March we purchased a long leasehold property at

tax credit for the same period in the previous year.

19-25 Tarleton Street which is in the prime shopping

These figures have been heavily influenced by a

area of Central Liverpool for £371,000 (including

substantial reduction of £6,043,000 in our swaps

stamp duty). The tenant, JD Sports, was in occupation

liability. Leaving aside the swaps benefit, the underlying

but holding over on an expired lease. We negotiated a

trend is still showing an improvement in returns from our

new flexible two year lease with break clauses at

investment portfolio.

£85,000 pa on completion of our purchase. This

property is situated immediately behind a much larger

Our

receivable rental

income for

the year ended

property in Williamson Street, already purchased by us

31 December 2013 was approximately £12,502,000,

in the previous year.

compared to £10,781,000 for the same period in 2012.

Shortly afterwards JD Sports unexpectedly decided to

Our finance costs show an increase of approximately

exercise their break clause and vacate. We have,

£763,000 pa following the acquisition of the Coatbridge

however, agreed a new letting on a long lease without

Shopping Centre in the previous year and the

breaks at £60,000 pa which, if concluded, will give a

requirement to reclassify some of the ground rental that

much improved investment value to the property.

is paid on our investment properties (held on very long

operating leases) as finance lease interest. The

In May 2013 we purchased the freehold property,

reclassified rental totals £544,000 pa with the remaining

23-49 High Street and 3-13 Cockburn Street in

increase due to increased borrowings used to fund

Falkirk – a modern multi-let high street retail parade

further investments.

investment for £2,980,000 (including stamp duty). The

property comprises 16 retail units which includes a few

The entire portfolio was revalued by the directors

vacant shops together with some vacant offices. 95%

producing a year end increase of £742,000 compared

of the total current rental

income of £425,000 pa is

to a valuation decrease of £4,967,000 for the previous

secured against high profile national multiples including

year end. Counterbalancing this was a reduction in

Pizza Hut, Holland & Barrett and Bright House. There is

value of £522,000 on our share portfolio.

also a double unit let to Santander with 19 years of their

Disposals during the year

four years. This investment offers excellent

In June we sold a freehold factory investment

opportunities for

long term income and value

Princes Risborough for £1,950,000 to a buyer who

enhancement when the vacant units are let.

lease remaining, the rent rising to £72,500 over the

had a special interest in this particular property. This

generated approximately £292,000 profit. The loss of

In April 2013 the Group entered into contracts to

rental income will be £175,000 pa but the lease had

purchase three of Beales department stores from the

only three years to run.

Anglia Regional Co-op Society (ARCS), brief details

Panther Securities P.L.C.

Chairman’s Statement continued

of which were announced in our interim statement of

Last but not least, although at the smallest price of

August 2013. The updated current position is

£20,000, we purchased the freehold of our investment

as follows:-

77-87 Lumley Road, Skegness was completed on

25 October 2013 at a purchase price of £1,596,000

(including stamp duty). This freehold building has

parade at High Street, Erdington on which we already

hold the leasehold (at a peppercorn) for 90 years fixed.

This has the benefit of

improving the quality and

marketability of this investment considerably.

50,000 sq ft of modern space over three floors in the

Development progress

main shopping street in Skegness; included in this

Holloway Head, Birmingham

purchase is a separate rear car park with loading area

together with two small storage buildings.

Park Road, Peterborough – We completed the

contract for this department store on 21 March 2014

at a purchase price of £2,000,000. The previously

agreed purchase price was reduced by £250,000

which will be contributed by us towards Beales’ store

We have received a number of tender offers for the

demolition of the existing buildings on this site which

we hope shortly will produce a respectable income from

its new temporary car parking use. There are signs of

improvement in both the commercial and residential

property market in central Birmingham which could, if it

continues, improve the value of our site substantially.

upgrade. The freehold has 130,000 sq ft spread over

High Street, Croydon

three floors in the town centre and adjoins the

successful Queensgate Shopping Centre in this

growing, prosperous town.

Queen Street, Mansfield – We also agreed to

purchase this major store at a price of £2,000,000 to

Shareholders will recall that a major part of the ground

floor was let to Sainsbury’s at £56,000 pa with one shop

remaining which is now under offer. We have also

received a satisfactory offer to buy the vacant upper

part with its existing consent for conversion to 6/7 flats.

£2,250,000 (depending on conditions). This property

Victoria Street, Wolverhampton

which is mainly freehold but also part long-leasehold is

effectively two properties totalling 150,000 sq ft. The

freehold directly fronts onto the main pedestrianised

shopping street and the long leasehold part is in the

town’s principal shopping centre, with an entrance

facing our store. The buildings are connected by two

covered shopping bridges at the first floor levels. Part of

the freehold is occupied by the Co-op Bank at a rental

After much discussion with Wolverhampton City

Council, we received unexpected but helpful co-

operation from them and in March this year we were

granted planning consent for an 8,000 sq ft ground floor

retail unit in addition to three upper floors of student

accommodation totalling 44 individual self-contained

units. This scheme occupies about half of the total site

we own in Victoria Street,

in the heart of

of £30,000 pa which will accrue to us after completion.

Wolverhampton.

All three properties are currently subject to leases based

This surprising, and sudden co-operative, helpful

on a profit share with Beale PLC, which all contain

attitude from the council will now enable us to improve

landlord breaks – Skegness can be exercised now upon

and bring back into viable use the other five shops in

6 months’ notice and the other two will have the ability

this parade as well as progress the permitted

to break in a year’s time.

development.

Panther Securities P.L.C.

Wolverhampton Planning Department are to be

Political donations

congratulated on their swift and decisive action on this

Most shareholders will know of my dissatisfaction with

particular scheme!

the high levels of unnecessary bureaucracy mostly

emanating from Europe.

Wimbledon Studios

In our interim announcement of 5 November 2013 we

Having financially supported the Conservatives for a

informed shareholders of our intentions to offer our

long time, last year I changed my mind and decided to

200,000 sq ft

freehold building occupied by

support UKIP. This is mainly because of

the

Wimbledon Studios for sale if it helps secure additional

Government’s continual financial attack on property

funding for Wimbledon Studios Ltd, where we own

ownership and the property industry. It seems to me

25% of the equity.

that the gradual salami style increases in taxation

(including taxation for planning permission),

the

On 25 March 2014 we further announced “Panther is

regulation and removal of

indexation and other

pleased to report that following a marketing exercise by

allowances plus the failure to fix the rates debacle are a

SRVL Corporate Finance LLP on behalf of the studios,

form of creeping Marxism completely at odds with a

there has been strong interest, with at least two parties

forward looking successful free market economy.

showing strong interest in the business of the studios

(some of these also for the freehold). This exercise also

I have once again asked for a resolution to be put to

brought out other interest from parties who are keen to

shareholders to support UKIP with a £17,500 donation.

lease elements of the studios, which could further assist

UKIP is a political party more attuned to the wishes and

the

studio business. However,

separately, our

worries of the many voters that wish for independence

announcement that stated we would be prepared to sell

from the bureaucracy of Europe.

the freehold, has crystallised other, non-studio related

property investor/developer

interest

in this clearly

Last year the resolution was narrowly defeated because

desirable area. Panther is therefore pleased to announce

one large shareholder forgot to obtain his nominee

that it has also had two further offers in relation to

holder to vote which only goes to show how important

purchasing the freehold property and also potential

it is for shareholders to properly participate when they

interest for utilising the buildings for alternative use.”

are able. I would remind shareholders that I do not vote

my shareholdings on these matters.

There is continued and additional interest being shown

and negotiations still taking place which we hope will

Dividends

be satisfactory and profitably agreed in the near future.

On 29 November 2013 we paid an interim dividend of

Tenant activity

3p per share. We are proposing a final dividend of 9p

per share thus holding the dividend for the year ending

During the accounting year, excluding acquisitions and

31 December 2013 at 12p per share. This final dividend

disposals, we lost a total of 33 tenants who produced

will have a scrip dividend alternative.

approximately £262,000 pa net. During the same

period we let to 59 tenants at rents totalling £813,000

Prospects

pa yielding a net gain of approximately £551,000 pa,

There is definitely a feeling of optimism rippling through

before allowing for tenant incentives, etc. These figures

the property market. This is possibly due to the

are only to give an indication of the activity.

Coalition flooding the residential market with improved

Panther Securities P.L.C.

Chairman’s Statement continued

availability of

finance. This in turn produces more

residential sales and a gradual increase in residential

developments with part of

this flow of money

transferring into the commercial market.

There is more competition from many new funds

prepared to invest in non-prime commercial property

and finally there appears greater tenant activity despite

the heavy costs of business rates. The rates burden just

goes upwards and in many cases the amount payable

is more than the rent payable and unfortunately owners

are compelled to adjust their rental expectations to take

account of market realities.

I am hopeful that with the property market’s revival, a

number of our property holdings that have been

zombified will now come back to life and start to

produce more meaningful returns over the next few

years as all property markets improve.

Finally, I wish to thank our small but dedicated teams of

staff, financial advisers, legal advisers, agents and

accountants for all their hard work during the past year

which has been busier and more intensive than usual

and, of course, our tenants, most of whom pay their

rents and excessive business rates despite a difficult

trading environment.

Andrew S Perloff

Chairman

29th April 2014

Panther Securities P.L.C.

Chairman’s Ramblings

Bob died in January, he was aged 94. He came into our

His funeral was attended by his family and a few friends

lives nearly 30 years ago, when our then 85 year old

and fine eulogies were delivered by a close family friend

gardener retired. He recommended Bob – one of his

who told us, amongst other stories, about Bob’s

young pals from the British Legion – as his replacement

devastating experiences of being at the D Day landings.

and Bob, who had worked all his life until retirement,

This was a surprise to us as although Bob had told us

then took over as our part-time gardener. He was a

many other stories of his war experiences he had never

happy man of infinite optimism and good nature who

mentioned this episode. Father Dominic, who was

often spoke proudly of his Irish heritage – he often told

leading the service, assured the congregation that so

our youngest daughter that he had green blood instead

good a man as Bob would surely be going to his just

of blue – although he had never in fact set foot upon

reward in Heaven.

the Emerald Isle.

In the calmness of the church with the sweet smell of

Blessed with vigorous good health, he walked the four

the billowing incense filling the air, my mind drifted to a

miles to and from our house and for most of the next

funeral I attended over thirty years earlier.

three decades he could be found happily pottering

around our garden. He was supremely happy with his

My friend’s father-in-law had died and although I had

modest lot, proud of his wife, son, grandchildren and

never met him, I went to the memorial service held at his

finally great grandchildren. He couldn’t imagine anything

small flat in Edgware. I cannot remember much about

better than being paid for what he loved to do which

the event but I remember the substance of the Rabbi’s

was gardening.

speech very well.

Although being a Labour party supporter, surprisingly

He spoke of a humble man who, although not rich in

he often praised “the Iron Lady” for making the

material wealth, had worked hard all his life as a “presser”.

purchase of his council house possible. He was

He explained a presser’s job in detail describing the

delighted that he would be able to leave something for

backbreaking toil, long hours and appalling conditions in

his beloved family to help them get on in life.

which they worked (although vastly preferable to being

shot at in Normandy). He told us that the finished dresses

Over the last few years he became frailer, both physically

would be pressed with a heavy double-faced ironing

and mentally, and his duties were adapted accordingly.

board or more arduously with a hot, heavy iron so that

Even our dogs seemed to sense his increasing frailty and

the dresses would hang beautifully before being

trotted alongside him in a restrained manner when he

dispatched to the showroom. On that sweltering

walked them around the garden.

summer’s day the stuffy, airless and cramped flat gave

the mourners an idea of the dreadful conditions in which

Within a short time the decline became more marked

he had worked so hard for many years.

until a fall necessitated a short hospital stay but from

there a return home was impossible and the move to a

The Rabbi continued by telling us how this man had

care home was sadly inevitable.

Increasingly frail

brought up a good and dutiful daughter, now happily

towards the end, he was still cheerful and smiling

married with her own family who were being raised in

despite not really knowing where he was – he was a ray

the Jewish way. The Rabbi emphasised that while

of sunshine in an otherwise depressing place and after

material wealth may be of great benefit, bringing up a

18 months, he died peacefully.

family and earning a living by hard physical work was

Panther Securities P.L.C.

Chairman’s Ramblings continued

so honourable in the eyes of God that this man would

religious in old age, he remained a pragmatic man who

surely go to heaven amongst all the righteous people.

tried to live and succeed in the modern world.

This send-off brought to mind another even earlier

Baby Cohen was born in Germany at the time of Kaiser

Rabbi’s speech at a more opulent occasion – the

Wilhelm II into a prosperous and educated family. In the

funeral of a rich old man named Cohen.

early 1930s, Hitler’s rise to power, increasing anti-

I was a young boy when I first became aware of “Old

brought

in by a democratically elected German

Man Cohen”, as he was affectionately called, even

Government meant the future was bleak for Jews, rich

though he may have only been in his sixties.

or poor.

Semitism and the racially vindictive Nuremburg laws

A person named Cohen often has a bloodline which

He had worked in the Sudetenland, formerly part of

can be traced back to the priests in ancient Jerusalem

Germany but which was transferred to Czechoslovakia

when the Jews still worshipped in The Great Temple

by the Allies after Germany – for whom he had patriotically

and as such had special duties. One of these duties

served in his youth – lost the First World War. There was

takes place on the “Day of Atonement” which involves

little discrimination in the Sudetenland until Hitler’s Nazi

the whole congregation spending an entire day in the

army marched in and took it back in 1938.

synagogue in contemplation, prayer and fasting.

Towards the end of the day, “Old Man Cohen” would

job as General Manager of a manufacturing business

ascend the platform where the sacred scrolls were

and decided to flee Germany with his wife whilst he

With this persecution, Cohen was dismissed from his

housed, covering his head and outstretched arms with

could.

his prayer shawl. Being a Cohen, he would then be

entitled to bless the congregation.

The company owners were unhappy about being

In a distinctly noticeable mid European accent and in

vindictive anti-Jewish laws and discussed some form

Hebrew he would say

of compensation for him.

forced to sack good employees because of the new

“May the Lord bless you and keep you.

“Middle Aged Cohen” found out that England would

May he cause his face to shine upon you.”

welcome immigrants if they could in turn employ local

people – there were still the remnants of a recession in

He said it with such feeling that afterwards you truly

1938 – so his employers agreed to give him two or three

felt blessed and that God’s face had indeed shone

redundant laminating machines. He immediately set

upon you.

about organising for his family & machines to leave for

England as soon as possible but for this he needed

Many, many years later I learnt of “Old Man Cohen’s”

export and emigration permits obtainable only in Munich.

very interesting life.

Old man Cohen, who died in his 90s, had been a

paperwork, “Kristallnacht” occurred. That night saw not

founding member of my local synagogue. He had

only the mass destruction of many Jewish businesses

supported it well and although he became increasingly

but also entailed rounding up many thousands of male

Whilst he was there trying to secure the necessary

Panther Securities P.L.C.

Jews who were then transported to the concentration

from people who felt this strict, careful authoritarian was

camp at Dachau. His wife, who obviously must have

possibly being overpraised because of his wealth and

been an eminently resourceful woman, not only

generosity to the synagogue.

continued making the arrangements for their departure

but also incredibly, succeeded in getting him released

from Dachau on the promise of them immediately

leaving the country.

The Rabbi suddenly went off at a tangent and said “In

the Jewish religion, charity is considered one of the

most important aspects of life.

Germany’s loss was England’s gain. On his arrival he

Of course, like everything, there are different levels

set up a factory facility and started making a new type

of charity.

of laminated cardboard. In less than a year, the factory

started to play an important role in the British war effort.

However, soon after World War II started, being a

German male he was rounded up again and sent to

an internment camp on the Isle of Man for nearly

two years.

The Talmud (which is the interpretation of the Bible by

Jewish scholars through the ages) speak of different

levels of charity and Maimonides (1135-1204), an

important scholar, described the different rising quality

of charitable giving as follows:-

It seems his indomitable and ever-capable wife ran the

business for this period.

Giving money to those in need when forced to

(i.e., tax).

Upon his release he worked hard over the years with

further success that culminated in him selling the

company to a huge conglomerate for a substantial sum.

He then retired from business to either study or play one

of his three pianos, a skill which he had perfected whilst

Then giving money willingly with a smile.

Giving one person a job where they are taught a

useful employable skill.

interned with many other musicians on the Isle of Man.

Then employing many people in jobs where they

It was a well known fact that pianists and cellists posed

learn skills thus earning a living sufficient to keep

a particular threat to British security.

When the Rabbi, who knew him well, came to give his

eulogy, he was extravagant in praise for Old Man Cohen.

their family fed and clothed, allowing them to have

self-respect

and

honour

amongst

their

contemporaries.

He had been through so much, losing much of his

But the highest form of charity is by way of loan or

extended family in Germany and working so hard all his

gift – helping someone to set up their own

life to build up one of the most successful enterprises in

business where they will provide success for

the area. He told the mourners how in Cohen’s later

themselves and employment for others because

years, his well-deserved wealth had allowed him the time

it creates a virtuous circle.

to study the scriptures and help the community.

Now a good Rabbi knows his congregation and

in heaven amongst the many great leaders who have

probably sensed the shuffling and mumbling whispers

left this world”, thus spoke the elderly Rabbi.

This is what Cohen did and this is why he will surely sit

Panther Securities P.L.C.

Chairman’s Ramblings continued

And thus the gardener, the presser and the industrialist

McCarthy style, by a committee of people who have

will all rest in peace in their respective heavens.

fiddled their own expenses, legally manipulated their

personal tax affairs to pay less tax, with some having

Recently we have all been entertained by the high profile

substantial family trusts to fall back on.

divorce of

the advertising genius and glamorous

celebrity chef. The bitter and acrimonious divorce was,

It certainly was not me who said “He who has never

however, overshadowed by the criminal case brought

put his own financial interest first, fire the first verbal

against the “Brillo Pads” who worked for this celebrity

onslaught”.

couple. In simple terms they were accused of ripping

off their employers by taking massive advantage of their

For some years politicians of all major parties have been

expense allowances without the employers’ approval

braying on about how the rich companies and rich

or knowledge. The “Brillo Pads” were found not guilty as

people should pay more tax to save the drowning

apparently they had been permitted to spend entirely

economy.

what they wanted on luxury goods for themselves so

as to keep secret unsavoury information about one

employer from their partner.

Well, all this came out in court.

The general public has caught on to this mantra and

blindly followed their leaders in their anti-wealth venom.

If you watch Question Time or any other political or

financial discussion, you will see a supposedly random

audience of people, many of whom speak vitriolically

What was surprising was the amount of staff the

against wealth, riches and success.

celebrity couple employed, the huge amounts spent

frivolously but hardly noticed when harmony filled the

A sane person who has listened to politicians talk about

household. The court and newspapers were full of every

taxation laws and amounts that should be payable by

detail including the fact that the celebrity couple were

others would assume they are brainless idiots. Of

“fabulously rich” being worth over £100 million. There

course they are not, they fully appreciate that 90% of

was no question that their wealth had been anything

the population who can vote do not consider

other than honestly earned with substantial tax paid.

themselves rich and as it’s not them, would vociferously

I wonder if the jury’s verdict would have been different

have not been told or helped to think through the

had they not been a celebrity couple and had a much

eventual results of these policies.

support the idea that “the rich” must pay extra tax. They

lesser degree of personal wealth.

A memory from my past is salient at this point in my

Since the banking crisis of 2007, there has been a

ramblings. Over twenty years ago whilst on holiday in

massive politically inspired media outpouring of venom

the South of France, we were driving along a winding

and spleen, first against bankers and their huge bonuses,

road high up in the mountains offering magnificent sea

then against high earners (tax rates up). The next targets

views. My wife thought it would be nice to have a

were then corporations for not paying enough tax

picnic lunch and suggested we stop to buy suitable

followed by people who legally lower their tax bills. The

provisions. Within fifteen minutes we came to a small

executives of large companies have been summoned to

village so I pulled up. My wife went into the little

explain their

taxation actions

to parliamentary

supermarket and, as always I was drawn to the estate

committees to be verbally and aggressively abused

agent’s window. They had modern flats in the area

Panther Securities P.L.C.

priced at about £150,000. They seemed expensive

Immigration figures are quoted net of emigrants i.e.,

but probably the going rate at that time. I then crossed

immigration of 532,000 – 320,000 emigrants leave,

the road and looked into another estate agent’s

giving net immigration of 212,000.

window. They had similar looking flats but their price

was £450,000+. This surprised me and, thinking it to

WHAT WOULD HAPPEN IF 150,000 OF THE TOP TAX

be a typing error, went

in and asked why the

PAYERS LEFT OVER THE NEXT THREE YEARS? IT IS

difference. The suave agent smiled and said “Sir, their

NOT IMPOSSIBLE.

apartments are in France, ours are in Monaco where

we do not pay tax”.

Who would make up the tax shortfall?

There are quite a number of jurisdictions where tax is

Why, the poor and middle range earners of course.

negligible and I believe the demand to live in these

jurisdictions exceeds the supply of homes.

This has been known for some time.

When people visit the Horniman Museum, the Tate

Gallery,

the National Gallery’s Sainsbury Wing or

Kenwood House and they stop for refreshment add

sugar to their tea (eat their pre-packed sandwiches,) or

With improved technology there has been a gradual

drink their bottle of Guinness, they may pause to reflect

ability to release new information – approximately 30%

how these wonderful institutions became available to

of income tax is paid by the richest 1% of taxpayers,

the masses for the whole country’s benefit. They were

i.e., about 300,000 people. These same people also

of course gifted to the nation by very wealthy

pay about 30% of residential stamp duty. It has not yet

individuals.

been ascertained what percentage tax they pay out of

all

the other myriad taxes but

I would bet

it’s

Some of the first social housing was provided in the

disproportionately high.

same way, for example the Samuel Lewis Trust (a

former banker), Peabody Estates (an American

Two years ago I pointed out that it was estimated that

Anglophile banker), The 4% Industrial Dwellings

there are about 5,250,000 British ex-patriots around the

Company (Rothschild a banker), Bourneville Town, Port

world and that it was a pretty safe bet to say that these

Sunlight etc etc.

ex-patriots must contain a much higher percentage of

wealthy people than those that remain in the UK.

Many towns have beautiful parks often named after

whosoever donated the land to the community.

For many of the wealthy who leave, the reasons include

the high rates of taxes, probably more importantly

Charities such as the Wellcome Trust undertake vital

Capital Gains Tax, Inheritance Tax and lastly Income

medical research with funds originally provided by single

Tax. If these were lowered, the state would receive more

donors.

money because more rich people would stay and

voluntarily pay reasonable taxes.

Andrew Carnegie provided nearly 400 libraries

There would be more enterprise,

industry and

in England.

employment because it would be more worthwhile to

Thousands of magnificent stately homes have been

do so.

given to the National Trust for everyone to enjoy.

Panther Securities P.L.C.

Chairman’s Ramblings continued

The list of benefits to our country that have been

provided by wealthy benefactors is almost endless.

If thousands of our wealthy individuals feel forced to

leave the UK because of its vindictive and short-sighted

attitude to success and wealth, it is ultimately the whole

country that is the loser.

Firstly, it will result in the disappearance of well paid jobs

and the huge trickle-down effect which produce more

taxes paid in the here and now and later when these

rich individuals pass on to their respective heavens and

make their gifts to their new country that has welcomed

them so fiscally favourably.

Some of our politicians are slowly beginning to realise

this and the risks their present tax policy vendetta

contains for the country as a whole.

THEY NEED TO TRY HARDER TO EXPLAIN!

Andrew S Perloff

Chairman

29th April 2014

Panther Securities P.L.C.

Group Strategic Report

About the Group
Panther Securities P.L.C.
is a property investment
company listed on the Alternative Investment Market
(AIM). Prior to 31 December 2013 the company was
fully listed and included in the FTSE fledgling index. It
was first fully listed as a public company in 1934. The
Group owns and manages over 750 individual property
units within approximately 125 separately designated
buildings over the mainland United Kingdom.

The Group specialises in property investing and
managing of good secondary retail, industrial units and
offices, and also owns many residential flats in several
town centre locations.

Strategic objective
The primary objective of the Group is to maximise long-
term returns for our shareholders by stable growth in
from a
net asset value and dividend per share,
consistent and sustainable rental income stream.

Progress indicators
Progress will be measured mainly through financial
results, the Board considers the business successful if
it can increase shareholder return and asset value in the
long-term, whilst keeping acceptable levels of risk by
ensuring gearing covenants are maintained.

Key Ratios and measures

2013

2012

2011

Gross Profit Margin

(Gross profit/turnover)

74%

69%

65%

Gearing (debt*/
(debt* + equity))

51%

53%

47%

Interest Cover**

1.36 times 1.25 times 1.97 times

Finance cost rate

(finance costs/average
borrowings for the year) 6.7%

6.9%

5.7%

Yield (rents investment
properties/average
market value investment
properties)

Net assets value

per share

Earnings per share

Dividend per share

Investment property

7.9%

7.4%

6.7%

395p

41.7p

12.0p

367p

(17.2)p

12.0p

397p

(5.1)p

12.0p

acquisitions

£5.3m £11.4m £21.0m

Investment property
disposal proceeds

£2.2m

£0.6m

—

* Debt in short and long term loans, excluding any

liability on financial derivatives

** Profit before taxation excluding interest,

less
movement on investment properties and on financial
instruments and impairments, divided by interest

Business Review
The Group has slowed its investment activity for year
ended 31 December 2013 and made £5.3 million of
acquisitions (compared to property acquisitions of
£11.4 million in 2012 and £21.0 million in 2011). The
reduction in investment is partly due to the Board
seeing less decent opportunities as the market
improves, but also as it is being even more particular
due to the reduced remaining loan facilities availability
under our current arrangements. However, even though
there are less investment opportunities there are still
many we will consider in 2014 and potentially acquire.

Many of these acquisitions over the last few years were
high yielding, bought from keen sellers, and were
purchased using our floating facility (not fixed like the
bulk of our loan facility) which has a relatively lower
interest
rate. As such you can see from the
Consolidated Statement of Cash Flows, we are
benefiting from higher net cash generation (after interest
from the property investment portfolio
and tax)
(operating activities) which has increased from £1.7
million (if you exclude the stock property purchase) in
2012 to generating £2.7 million in 2013. This is to be
expected especially as the majority of
last year’s
purchases were made in in November 2012 so this is
the first year of full benefit on those acquisitions.

As well as seeing growth in revenues from purchases
and organic growth, after last year’s large write down in
property values we have now seen a small valuation
increase.

We anticipate if the economy maintains its upward
momentum increases in property values, in particular
we have the ability to add further value by letting vacant
units (many purchased vacant).

Financing
The Group entered into facilities in July 2011 of £75.0
million with HSBC and Santander under a club loan
facility. We drew down a further £2.8 million (2012 –
£8.5 million) in the year.

Panther Securities P.L.C.

Group Strategic Report continued

The Group still had at the year end £3.7 million of this
facility available and £3.9 million cash for
future
investment and trading activities.

The Group has loan repayments of £3.0 million in July
2014 and July 2015, however it has reached agreement
with our lenders to reduce these loan repayments to
£1.0 million each year. These were not
legally
documented at the time of producing this report or at
the balance sheet date and are therefore shown as due
at the full amount.

In addition to negotiating reduced loan repayments, the
Group is still looking to dispose of properties where we
can make a decent profit, and has also introduced a
scrip dividend which saved almost £1m cash flow in
2013. This all helps maintain funds to acquire suitable
higher yielding assets if the opportunities arise.

The Group currently has no plans to seek alternative
financing as described in last year’s accounts and due
to potential disposals and actions taken as described
above we hope to manage our acquisition strategy
within our current financing arrangements.

Financial derivative
We have seen a large improvement (decrease) in our
long term liability on derivative financial instruments of
£6.0 million (£0.8 million fair value loss in 2012) with the
total long term liability on our balance sheet reducing to
£14.7 million (2012 – liability of £20.7 million). This is a
large swing and even though we are aware that at the
time of publishing these accounts the liability has again
increased, we are quite confident that if the economy
continues to improve and long term interest rates
normalise we will see this long-term liability reduce
further.

These financial instruments (shown at note 29) are our
interest rate swaps that were entered into to remove the
cash risk of interest rates increasing, by fixing our
interest costs. However, in economic uncertain times,
as we have seen over the last few years, there can be
large swings in the accounting valuations, as small
movements in the expectation of future interest rates
can have a significant impact on their market value; this
is partly due to their long dated nature.

overall have much lower interest rate costs. Of course
we cannot undo these contracts that were entered into
historically but for accounting purposes these financial
instruments are compared to current market rates, with
the additional liability compared to the market shown
on our balance sheet.

Listing status
As mentioned above the Group cancelled its Full Listing
and relisted on the Alternative Investment Market (AIM)
in December 2013. The Board believed that this market
was a more suitable listing for a Group of our size.

Financial Risk Management
The Company and Group operations expose it to a
variety of financial risks, the main two being the effects
of changes in credit risk of tenants and interest rate
movement exposure on borrowings. The Company and
Group have in place a risk management programme
that seeks to limit the adverse effects on the financial
performance of the Company and Group by monitoring
levels of debt finance and the related finance costs. The
Company and Group also use interest rate swaps to
protect against adverse interest rate movements and
no hedge accounting is applied. Mark to market
valuations on our financial
instruments have been
erratic, and these large swings are shown within the
income statement. However, the actual cash outlay
effect is nil when considered with the loan, as the
instruments are used to protect increases in cash
outlays.

Given the size of the Company and Group, the Directors
have not delegated the responsibility of monitoring
financial risk management to a sub-committee of the
Board. The policies set by the Board of Directors are
implemented by the Company and Group’s finance
department.

Price risk
The Company and Group are exposed to price risk due
to normal inflationary increases in the purchase price of
the goods and services it purchases in the UK. The
Company and Group also have price exposure on listed
equities that are held as investments. The Group has a
policy of holding only a small proportion of its assets as
listed investments.

These contracts were entered into in 2008 when long
term interest rates were significantly higher than at the
balance sheet date. In a hypothetical world if we could
fix our interest at current rates and term we would

Credit risk
The Company and Group have implemented policies
that require appropriate credit checks on potential
tenants before lettings are agreed. In most cases a

Panther Securities P.L.C.

deposit is requested unless the tenant can provide a
strong personal or other guarantee. The amount of
exposure to any individual counterparty is subject to a
limit, which is reassessed annually by the Board.
Exposure is also reduced significantly as the Group has
a large spread of tenants who operate in different
industries.

Liquidity risk
The Company and Group actively ensure liquidity by
maintaining a long-term finance facility and also hold
cash deposits, which are both to ensure that the

Company and Group have sufficient available funds for
operations and planned expansions.

Interest rate risk
The Company and Group have both interest bearing
assets and interest bearing liabilities. Interest bearing
assets include only cash balances which earn interest at
fixed rate. The Company and Group have a policy of
only borrowing debt to finance the purchase of cash
generating assets (or assets with the potential to
the
generate cash). The Directors will
appropriateness of this policy annually.

revisit

Other non financial risks
The Directors consider that the following are potentially material non financial risks.

Risk

Reputation

Impact

Action taken to mitigate

Raise capital/deal flow reduced

Act honourably, invest well

Regulatory changes

Transactional and holding costs Seek high returns to cover additional costs. Lobby
increase

Government.

People related issues

Loss of key employees/low
morale/inadequate skills

Maintain market level remuneration packages, flexible
working, training. Strong succession planning and
recruitment.

Computer failure

Loss of data, debtor history

External IT consultants, backups, offsite copies

Asset management

Wrong asset mix, asset illiquidity Draw on wealth of experience to ensure balance

between income producing and development
opportunities. Continue spread of tenancies and
geographical location.

This report was approved and authorised for issue by the Board and signed on its behalf by:

S. J. Peters
Company Secretary

Dated: 29th April 2014

Deneway House
88-94 Darkes Lane
Potters Bar
Hertfordshire EN6 1AQ

Panther Securities P.L.C.

Report of the Directors
Company number 293147

The Directors submit their report together with the
audited financial statements of the Company and of the
Group for the year ended 31 December 2013.

Directors’ Responsibilities Statement
The directors are responsible for preparing the Strategic
the Directors’ Report and the financial
Report,
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 Group financial
statements in accordance with applicable law and
International Financial Reporting Standards (IFRSs) as
adopted by the European Union and the Company
financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (UK
GAAP) and as regards the Company financial
statements, as applied in accordance with the
provisions of the Companies Act 2006. 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
of the Group and of the profit or loss of the Group for
that period.

In preparing these financial statements, the directors are
required to:

l select suitable accounting policies and then apply

them consistently;

l make judgments and accounting estimates that are

reasonable and prudent;

l state whether applicable IFRSs as adopted by the
European Union have been followed subject to any
material departures disclosed and explained in the
Group financial statements; and

l 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 transactions and disclose with
reasonable accuracy at any time the financial position of
the company 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.

The directors are responsible for the maintenance and
integrity of the corporate and financial
information
included on the Company’s website. Legislation in the
United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.

Going concern
The Group’s business activities, together with the
factors likely to affect
its future development,
performance and position are set out in the Chairman’s
Statement and Group Strategic Report. The financial
position of the Group, including key financial ratios is
set out in the Group Strategic Report. In addition, the
Report of the Directors includes the Group’s objectives,
policies and processes for managing its capital; the
Group Strategic Report includes details of its financial
risk management objectives; and the notes to the
accounts provide details of its financial instruments and
hedging activities, and its exposures to credit risk and
liquidity risk.

The Group is strongly capitalised, has reasonable
liquidity together with a number of long term contracts
with its customers many of which are household
names. The Group also has strong diversity in terms of
customer spread, investment location and property
sector.

The Group has a long term loan in place and excellent
relations with its lenders.

The Directors believe the Group is very well placed to
manage its business risks successfully and have a good
expectation that both the Company and the Group
have adequate resources to continue their operations.
For these reasons they continue to adopt the going
concern basis in preparing the financial statements.

Principal activities, review of business and future
developments
The principal activity of
investment and dealing in property and securities.

the Group consists of

Panther Securities P.L.C.

A. S. Perloff and his family trusts have beneficial
interests in shares owned by Portnard Limited, a
Company under their control, amounting to 7,971,406
(2012 – 7,737,336).

have been

There
shareholdings since 31 December 2013.

changes

in Directors’

interest

No beneficial
is attached to any shares
registered in the names of Directors in the Company’s
subsidiaries. No right has been granted by the
Company to subscribe for shares in or debentures of
the Company.

The review of activities during the year and future
developments is contained in the Chairman’s Statement
and Group Strategic Report.

Company’s objectives and management of capital
Our primary objective is to maximise long-term return
for our shareholders by stable growth in net asset value
and dividend per share,
from a consistent and
sustainable rental income stream.

The Company’s principal capital base includes share
capital and retained reserves, which is prudently
invested to achieve the above objective and is
supplemented with medium to long-term bank finance.

Results and dividends
The profit for the year after taxation, amounted to
£7,073,000 (2012 – loss of £2,948,000).

The interim dividend of £516,000 (3.0p per share) on
ordinary shares was paid on 29 November 2013. The
Directors recommend a final dividend for the year ended
31 December 2013, of £1,518,000 (9.0p per share)
payable on 31 July 2014 to shareholders on the register
at the close of business on 20 June 2014 (Ex dividend
on 18 June 2014). The total dividend for the year ended
31 December 2013 being anticipated at 12p.

As in the previous year the shareholders will have the
option of a scrip dividend for the final dividend of 9p per
share, with the default option being cash.

Directors and their beneficial interests in shares
of the Company
The Directors who served during the year and their
interests in the Company’s issued share
beneficial
capital were:

Ordinary shares
of £0.25 each
2012

2013

A. S. Perloff (Chairman)
B. R. Galan (Non-executive)
P. M. Kellner (Non-executive)
J. T. Doyle
J. H. Perloff
S. J. Peters

4,212,687 4,179,713
306,239
17,000
60,000
107,500
173,500

315,502
17,000
61,815
107,500
178,557

Panther Securities P.L.C.

Report of the Directors continued

Directors’ emoluments
Directors’ emoluments of £250,000, (2012 – £240,000) are made up as follows:

Director

Executive
A. S. Perloff
J. T. Doyle
J. H. Perloff
S. J. Peters

Non-executive
B. R. Galan
P. M. Kellner

Salary/Fees
£’000

Bonus
£’000

Taxable
Pension
Benefit Contribution
£’000
£’000

—
72
46
43

10
10

181

—
8
3
8

—
—

6
7
1
—

—
—

—
—
—
36

—
—

Total
2013
£’000

6
87
50
87

10
10

250

Total
2012
£’000

6
81
49
84

10
10

240

Pension and other benefits
A. S. Perloff is the sole member and beneficiary of a
non-contributory Director’s pension scheme. The Group
ceased contributions in 1997 and accordingly made no
contributions to the pension fund in 2013 and does not
anticipate making further contributions.

S. J. Peters had pension contributions paid in the year
by the Company of £36,000 (2012 – £33,000) into his
personal stake holders’ contribution pension scheme.

No other payments were paid in respect of any other
Director during the year (2012 – £nil).

Third party indemnity provision for Directors
Qualifying third party indemnity provision for the benefit
of six directors was in force during the financial year and
as at the date this report was approved.

Payment policy and practice
The Group agrees payment terms with each of its major
suppliers and abides by these terms, subject
to
satisfactory performance by the supplier. Trade
creditors of the Group at 31 December 2013 were
equivalent to 73 days purchases (2012 – 74), based on
the average daily amount invoiced by suppliers during
the year.

Capital structure
Details of the issued share capital of the Company are
shown in note 24. The Company has one class of
ordinary shares which carries no right to fixed income.
Each share carries the right to one vote at general
meetings of the Company. The details of the Group’s
treasury policy are shown in note 29.

Panther Securities P.L.C.

Financial risk management
Information regarding the use of financial instruments
and the approach to financial risk management is
detailed in the Strategic Report.

Donations
During the year the Group made £nil political donations
(2012 – £nil). The Group makes donations to charities
through advertisements at charity events and in the
diaries of charities, the total of which in 2013 was
£3,000 (2012 – £4,000). The Group made a specific
donation of £15,000 to the Red Cross Typhoon appeal
and is a Foundation Partner of the preferred charity of
the property industry, Land Aid, donating £10,000
(2012 – £10,000).

Status
Panther Securities P.L.C. is a Company listed on the
and is
Alternative
incorporated in United Kingdom.

Investment Market

(“AIM”)

Auditors
In the case of each person who was a Director at the
time this report was approved:

(cid:1)

so far as that Director was aware there was no
relevant available information of which the
Company’s auditors were unaware; and

that Director had taken all steps that the Director
ought to have taken as a Director to make himself
aware of any relevant audit information and to
establish that the Company’s auditors were aware
of that information.

This information is given and should be interpreted in
accordance with the provisions of s418 of
the
Companies Act 2006.

A resolution to re-appoint the auditors, Nexia Smith &
Williamson, will be proposed at the next Annual General
Meeting.

This report was approved and authorised for issue by
the Board and signed on its behalf by:

S. J. Peters
Company Secretary

Dated: 29th April 2014

Deneway House
88-94 Darkes Lane
Potters Bar
Hertfordshire EN6 1AQ

Panther Securities P.L.C.

Corporate Governance

it did not

Panther Securities P.L.C. Board recognise the
importance of sound Corporate Governance. However
fully comply with the UK
during 2013,
Corporate Governance Code, issued by the Financial
Conduct Authority, as in the Board’s view it would have
been too onerous. Nevertheless, the Company has
regard for the main provisions as far as is practicable
and appropriate for a public company of its size.

The Board
The Board currently consists of six Directors, of whom
two are non-executives. It meets regularly during each
year to review appropriate strategic, operational and
financial matters and otherwise as required. In the year
the Board met three times with all members present. It
supervises the executive management and a schedule
of items reserved for the full Board’s approval is in place.
Panther Securities P.L.C. has an Executive Chairman
who is also the Chief Executive.

The Board considers the two non-executive Directors to
be independent and to represent
the interests of
shareholders. Both non-executive Directors are of the
highest calibre. Each is independently minded with a
breadth
and relevant
successful business
experience. They are entitled to the same information
as the Executive Directors and are an integral part of
the team, making a most valuable contribution. Both
non-executive Directors have a sufficient
level of
expertise to challenge and hold the executive Directors
to account.

Each Board member has responsibility to ensure that
the Group’s strategies lead to increased shareholder
value.

Biographical details of Executive Directors:-

Andrew Perloff (Chairman)
He has 50 years’ experience in the property sector,
including almost 40 years’ experience of being a
Director of a Public Listed Company mainly as Panther’s
Chairman. He has significant experience of corporate
activity including several contested take-over bids and
has also served on the Board of Directors of 6 other
public listed companies.

Simon Peters (Finance Director)
He is a full member of the Chartered Institute of Taxation
and a Fellow of the Chartered Certified Accountants
and was formerly with the KPMG Corporate Tax
Department and Lombard Bank Finance Department

and also a Non-executive director of Beale PLC. He
joined Panther in 2004 and was appointed Finance
Director in 2005.

John Doyle (Executive)
He is a member of the Royal Institution of Chartered
Surveyors and was previously with London Electricity
plc and Chesterton International plc, having worked in
the property sector since 1989, he joined Panther in
January 2001. His areas of
responsibility include
property acquisition and disposal, asset management
and development. He was appointed Executive Director
in 2005.

John Perloff (Executive)
Previously with a commercial West End agent
specialising in retail acquisitions and disposals, he
joined Panther in 1994. His areas of responsibility
include property lettings and acquisitions. He was
appointed Executive Director in 2005.

Biographical details of Non-executive Directors:-

Bryan Galan (Non-executive)
Chairman of the Remuneration Committee. He is a
Fellow of the Royal Institution of Chartered Surveyors.
He was
joint Managing Director of
Amalgamated Investment and Property Co. Limited and
was previously a Non-executive Director of Rugby
Estates Investment Trust Plc.

formerly

Peter Kellner (Non-executive)
Chairman of Audit and Nomination Committees. He is
an Associate of the Chartered Institute of Bankers and
of the Institute of Taxation. He was formerly joint General
Manager of the U.K. banking operations of Credit
Lyonnais Bank Nederland NV.

Audit Committee
The Audit Committee has three members and includes
both non-executive Directors and is chaired by Peter
Kellner, and also includes an executive Director, being
the Chairman. Its terms of reference, which are available
from the Company’s registered office, are that it meets
at least twice a year to review the Group’s accounting
policies, financial and other reporting procedures, with
the external auditors in attendance when appropriate. In
2013 the committee met three times with all members
present.

The internal controls are reviewed annually ensuring
their effectiveness and any specific issues are dealt with

Panther Securities P.L.C.

if and when they arise. When the Board reviews internal
controls they consider the effectiveness of controls,
including
concentrating on all material controls,
operational and compliance controls, and risk
management systems.

Communication with shareholders
The Company provides extensive information about the
Group’s activities in the Annual Report and Financial
Statements and the Interim Report, copies of which are
sent to shareholders. Additional copies are available by
application. The Group is active in communicating with
both its institutional and private shareholders and
welcomes queries on matters relating to shareholdings
and the business of the Group. All shareholders are
encouraged to attend the Annual General Meeting, at
which Directors and senior management are introduced
and are available for questions. The Company provides
including
a website with up to date information,
announcements and company accounts.

Remuneration Committee
The Remuneration Committee consists solely of the two
non-executive Directors, B. R. Galan (Chairman) and
P. M. Kellner. It reviews the terms and conditions of
service of
the Chairman and Executive Directors,
ensuring that salaries and benefits satisfy performance
and other criteria. When setting remuneration the
Committee consults with the Chairman of the Board no
external
In 2013 the
Committee met three times with all members present.

third parties are consulted.

Remuneration policy
Company policy is to reward fairly the Executive
Directors sufficiently to retain and motivate these key
individuals. In determining remuneration, consideration
is given to their role, their performance, reward levels
throughout the organisation, as well as the external
employment market. The Remuneration Committee
considers that currently the Executive Directors’
remuneration is below market comparable. The only
element of
specific
performance is the bonuses, however this adjusted to
reflect market conditions and company results.

remuneration that

reflects

Panther Securities P.L.C.

Independent Auditors’ Report

Independent Auditor’s Report to the Members of Panther Securities P.L.C.
We have audited the financial statements of Panther Securities P.L.C. for the year ended 31 December 2013 which
comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the
Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated
Statement of Cash Flows, the Parent Company Balance Sheet, the Parent Company Cash Flow Statement and
related notes 1 to 47. The financial reporting framework that has been applied in the preparation of the Consolidated
Financial Statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the
European Union. The financial reporting framework that has been applied in the preparation of the Parent Company
accounts is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted
Accounting Practice).

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members
those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and
express an opinion on the financial statements in accordance with applicable law and International Standards on
Auditing (UK and Ireland). Those standards require us to comply with the Financial Reporting Council’s (FRC’s) Ethical
Standards for Auditors.

Scope of the audit of the financial statements
A description of
www.frc.org.uk/apb/scope/private.cfm.

the scope of an audit of

financial statements is provided on the FRC’s website at

Opinion on financial statements
In our opinion:

(cid:1)

the 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 2013 and of the Group’s profit for the year then ended;

the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union;

the Parent Company accounts have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and

the financial statements 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 Strategic Report and the Directors’ Report for the financial year for which
the financial statements are prepared is consistent with the financial statements.

Panther Securities P.L.C.

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:

(cid:1)

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.

Stephen Drew
Senior Statutory Auditor, for and on behalf of
Nexia Smith & Williamson
Statutory Auditor
Chartered Accountants

25 Moorgate
London
EC2R 6AY

29th April 2014

The maintenance and integrity of the Panther Securities P.L.C. website is the responsibility of the directors; the work carried out
by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any
changes that may have occurred to the financial statements since they were initially presented on the website.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation
in other jurisdictions.

Panther Securities P.L.C.

Consolidated Income Statement
For the year ended 31 December 2013

Revenue

Cost of sales

Gross profit

Other income

Administrative expenses

Profit on disposal of investment properties

Movement in fair value of investment properties

Share of trading loss from associate undertaking

Finance costs

Investment income

Profit on disposal of available for sale

investments (shares)

Impairment of available for sale investments (shares)

Fair value gain/(loss) on derivative financial liabilities

Profit/(loss) before income tax

Income tax (expense)/credit

Profit/(loss) for the year

Attributable to:

Equity holders of the parent

Non-controlling interest

Profit/(loss) for the year

Earnings/(loss) per share

Basic and diluted

Notes

31 December
2013
£’000

31 December
2012
£’000

14,319

(3,685)

10,634

104

(3,818)

6,920

385

742

8,047

(208)

(5,229)

—

(522)

6,043

8,155

(1,082)

7,073

7,094

(21)

7,073

12,673

(3,906)

8,767

(3,303)

5,548

241

(4,967)

822

(152)

(4,466)

(222)

(777)

(4,633)

1,685

(2,948)

(2,898)

(50)

(2,948)

41.7p

(17.2)p

Panther Securities P.L.C.

Consolidated Statement of Comprehensive Income
For the year ended 31 December 2013

Profit/(loss) for the year

Other comprehensive income

31 December
2013
£’000

31 December
2012
£’000

Notes

7,073

(2,948)

Items that may be reclassified subsequently to profit or loss

Movement in fair value of available for

sale investments (shares) taken to equity

(156)

Realised fair value on disposal of available for

sale investments (shares) previously taken to equity

Deferred tax relating to movement in fair value of

available for sale investments (shares) taken to equity

Other comprehensive loss for the year, net of tax

Total comprehensive income/(loss) for the year

Attributable to:

Equity holders of the parent

Non-controlling interest

—

(120)

6,953

6,974

(21)

6,953

(83)

(26)

(41)

(2,989)

(2,939)

(50)

(2,989)

Panther Securities P.L.C.

Consolidated Statement of Financial Position
Company number 293147

As at 31 December 2013

31 December
2013
£’000

31 December
2012
£’000

Notes

ASSETS
Non-current assets
Plant and equipment
Investment property
Goodwill
Deferred tax asset
Available for sale investments (shares)

Current assets
Inventories
Stock properties
Trade and other receivables
Cash and cash equivalents*

Total assets
EQUITY AND LIABILITIES
Equity attributable to equity holders of the parent
Capital and reserves
Share capital
Share premium account
Capital redemption reserve
Retained earnings

Non-controlling interest
Total equity
Non-current liabilities
Long-term borrowings
Derivative financial liability
Obligations under finance leases

Current liabilities
Trade and other payables
Short-term borrowings
Current tax payable

Total liabilities
Total equity and liabilities

15
16

27
19

20
20
22

24
25
25

26
29
32

28
26

386
158,184
—
720
1,083
160,373

145
1,450
5,271
3,858
10,724
171,097

4,297
3,750
604
59,225
67,876
40
67,916

68,760
14,662
7,021
90,443

9,326
3,170
242
12,738
103,181
171,097

401
153,156
8
1,674
1,761
157,000

263
2,714
4,529
2,813
10,319
167,319

4,217
2,886
604
54,285
61,992
61
62,053

68,857
20,705
7,278
96,840

8,014
140
272
8,426
105,266
167,319

The accounts were approved by the Board of Directors and authorised for issue on 29th April 2014. They were
signed on its behalf by:

A.S. Perloff

Chairman

* Of this balance £444,000 is restricted by the Group’s lenders i.e. it can only be used for purchase of investment property.

Panther Securities P.L.C.

Consolidated Statement of Changes in Equity
For the year ended 31 December 2013

Balance at 1 January 2012

Total comprehensive income

Dividends

Share
capital
£’000

4,217

—

Capital
premium redemption
£’000

£’000

Retained
earnings
£’000

Total
£’000

2,886

604

59,248

66,955

—

(2,939)

(2,024)

(2,939)

(2,024)

Balance at 1 January 2013

4,217

2,886

604

54,285

61,992

Total comprehensive income

Dividends

—

864

—

6,974

(2,034)

(1,090)

Balance at 31 December 2013

4,297

3,750

604

59,225

67,876

Within retained earnings are unrealised gains of £nil and deferred tax credit of £521,000 (2012 – unrealised gains of
£156,000 and a deferred tax credit of £448,000) relating to fair value of available for sale investments (shares).

Panther Securities P.L.C.

Consolidated Statement of Cash Flows
For the year ended 31 December 2013

Cash flows from operating activities

Profit from operating activities

Add: Depreciation charges for the year

Add: Loss on sale of fixed assets

Add: Write off of goodwill

Add: Loss on impairment of stock properties

Less: Rent paid treated as interest

Profit before working capital change

Decrease in inventory

Increase in stock properties

Increase in receivables

Increase in payables

Cash generated from operations

Interest paid

Income tax paid

Net cash generated from operating activities

Cash generated used in investing activities

Purchase of plant and equipment

Purchase of investment properties

Purchase of available for sale investments (shares)

Proceeds from sale of investment property

Proceeds from the disposal of available for sale investments (shares)

Dividend income received

Interest income received

Net cash used in investing activities

Cash generated from financing activities

Repayments of loans

Payment of loan arrangement fees and associated costs

Draw down of loan

Dividends paid

Net cash generated from financing activities

Net increase/(decrease) in cash and cash equivalents

Cash and cash equivalents at the beginning of year

Cash and cash equivalents at the end of year

31 December
2013
£’000

31 December
2012
£’000

6,920

127

—

259

(544)

6,770

118

—

(951)

1,292

7,229

(4,417)

(121)

2,691

(112)

(5,326)

—

2,175

—

5,548

134

—

683

—

6,368

(494)

(865)

492

5,559

(4,220)

(143)

1,196

(49)

(11,085)

(356)

645

1,055

(3,239)

(9,727)

(147)

—

2,830

(1,090)

1,593

1,045

2,813

*3,858

(145)

(469)

8,500

(2,024)

5,862

(2,669)

5,482

2,813

* Of this balance £444,000 is restricted by the Group’s lenders i.e. it can only be used for purchase of investment property.

Panther Securities P.L.C.

Notes to the Consolidated Accounts
For the year ended 31 December 2013

General information
Panther Securities P.L.C. (the Company) is a Public Limited Company incorporated in Great Britain. The
addresses of its Registered Office and principal place of business are disclosed in the introduction to the
Annual Report. The principal activities of the Company and its subsidiaries (the Group) are described in the
report of the Directors.

New and revised International Financial Reporting Standards
New and amended standards adopted by the Group
The following new standards, interpretations and amendments, effective for the first time from 1 January 2013,
have had a material effect on the financial statements of the Group.

Amendments to IAS 1, ‘Financial statement presentation’ regarding other comprehensive income. The main
change resulting from these amendments is a requirement for entities to group items presented in ‘other
comprehensive income’ (OCI) on the basis of whether they are potentially reclassifiable to profit or loss
subsequently (reclassification adjustments).

IFRS 13, ‘Fair value measurement’, aims to improve consistency and reduce complexity by providing a precise
definition of fair value and a single source of fair value measurement and disclosure requirements for use across
all IFRSs. The requirements do not extend the use of fair value accounting but provide guidance on how it
should be applied where its use is already required or permitted by other standards with IFRSs.

Standards, interpretations and amendments to published standards that are not yet effective
Certain new standards, amendments and interpretations to existing standards have been published that are
mandatory for the Group’s accounting periods beginning on or after 1 January 2014 or later periods and have
not been early adopted. It is anticipated that these new standards, interpretations and amendments currently
in issue at the time of preparing the financial statements (April 2014) will have a material effect on the
consolidated financial statements of the Group, however the extent of this has not yet been assessed.

IFRS 9 Financial Instruments*

IFRS 10 Consolidated Financial Statements

IFRS 12 Disclosure of Interests in Other Entities

IAS 27 Separate Financial Statements

IAS 28 Investments in Associates and Joint Ventures

* Not yet endorsed by the EU

The Parent Company and subsidiaries have not adopted IFRS in their individual accounts.

Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the entity’s accounting policies, which are described below, the critical accounting
judgements made by management which have had a material effect on the financial statements are as follows:

Impairment of available for sale equity investments
The Group follows the guidance of IAS 39 to determine when an available for sale equity investment is impaired.
This determination requires significant judgement. In making this judgement, the Group evaluates, among
other factors, the duration and extent to which the fair value of an investment is less than its cost, the financial
health and short-term business outlook for the investee, including factors such as industry and market sector
performance, and operational and financing cash flow.

In respect of available for sale equity investments held by the Group as at 31 December 2013, all of the declines
in fair value below cost were considered as prolonged. If this had not been the case the profit before tax would
have been increased by £522,000 (2012 – loss before tax decrease by £222,000).

Panther Securities P.L.C.

Notes to the Consolidated Accounts continued
For the year ended 31 December 2013

Critical accounting judgements and key sources of estimation uncertainty continued
Estimation uncertainty
Additionally there were sources of estimation uncertainty as noted under the accounting policy for Investment
Properties and fair value of Derivative Assets and Liabilities.

Significant accounting policies
The financial statements have been prepared in accordance with International Financial Reporting Standards
adopted for use in the European Union and therefore comply with Article 4 of the EU IAS Regulation. The
financial statements have been prepared on the historical cost basis, except for the revaluation of Investment
Properties, Derivative Assets and Liabilities and Available for Sale Investments which are carried at fair value.

The preparation of the financial statements requires management to make estimates and assumptions that
affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent
liabilities at the date of the financial statements. If in the future such estimates and assumptions which are
based on management’s best judgement at the date of the financial statements, deviate from the actual
circumstances, the original estimates and assumptions will be modified as appropriate in the year in which the
circumstances change. Where necessary, the comparatives have been reclassified or extended from the
previously reported results to take into account presentational changes. The principal accounting policies are
set out below.

Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern
the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries disposed of are included in the consolidated income statement to the effective date
of disposal, and those acquired from the date on which control is transferred to the Group.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting
policies into line with those used by other members of the Group. All intra-Group transactions, balances,
income and expenses are eliminated on consolidation.

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s
equity therein. Non-controlling interests consist of the amount of those interests at the date of the original
business combination and the non-controlling share of changes in equity since the date of the combination.
Profits applicable to the non-controlling interest in the subsidiary’s equity are allocated against the interests of
the Group.

Investment Properties
Investment properties, which are properties held to earn rentals and/or capital appreciation, are revalued
annually by the Directors using the fair value model of accounting for Investment Property at the statement of
financial position date. When the Directors revalue the properties they make judgements based on the
covenant strength of tenants, remainder of lease term of tenancy, location, and other developments which have
taken place in the form of open market lettings, rent reviews, lease renewals and planning consents. Gains or
losses arising from changes in the fair value of investment property are included in the income statement in
the period in which they arise.

In the current year, the properties were valued by the Directors.

In accordance with IAS 17 (‘Leases’) and IAS 40 (‘Investment Property’), a property interest held under an
operating lease, which meets the definition of an investment property, is classified as an investment property.
The property interest is initially accounted for as if it were a finance lease, recognising as an asset and a liability
the present value of the minimum lease payments due by the group to the freeholder. Subsequently, and as
described above, the fair value model of accounting for investment property is applied to these interests. A
corresponding interest charge is applied to the finance lease liabilities based on the effective interest rate.

Panther Securities P.L.C.

Fair value measurement of investment property is classified as Level 3 in the fair value hierarchy. Using the fair
value model in IAS 40 is a recurring measurement.

Transfers between investment property and stock properties
Transfers from stock properties to investment property are made at fair value; any difference between the fair
value of the property at the date of transfer and its carrying amount is recognised in profit or loss.

For a transfer from investment property carried at fair value to inventories, the property’s deemed cost for
subsequent accounting in accordance with IAS 2 (‘Inventories’) is its fair value at the date of change in use.

Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable
is based on taxable profit or loss for the period. Taxable profit or loss differs from profit or loss as reported in
the income statement because it excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by the statement of financial
position date.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for
using the statement of financial position liability method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences can be utilised. Such assets
and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the
taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries
and associates, and interests in joint ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced
to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of
the asset to be recovered. Deferred tax is calculated at the tax rates that have been substantially enacted on
or before the balance sheet date. Deferred tax is charged or credited to the income statement, except when
it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Current tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and
the Group intends to settle its current assets and liabilities on a net basis.

Corporation tax for the period is charged at 23.25% (2012 – 24.5%), representing the best estimate of the
weighted average annual corporation tax rate expected for the full financial year.

Segment reporting
An operating segment is a component of an entity about which separate financial information is available that
is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in
assessing performance. M.R.G. Systems Limited is classified as separate operating segment to the activities
of the rest of the Group, where M.R.G Systems Limited’s principal activity is that of electronic designers,
engineers and consultants. The impact of its activities on the income statement is shown in note 5. The impact
on the statement of financial position and statement of cash flows is not material to the accounts.

Retirement benefit costs
The Company operates a defined contribution pension scheme and any pension charge represents the
amounts payable by the Company to the fund in respect of the year.

Panther Securities P.L.C.

Notes to the Consolidated Accounts continued
For the year ended 31 December 2013

Significant accounting policies continued
Revenue recognition
Revenue comprises:

(1)

(2)

(3)

(4)

(5)

(6)

Rental income from tenancy occupied properties net of Value Added Tax where appropriate: The income
is recognised on an accruals basis.

Sale of stock properties: This is recognised on the date that exchange of contracts becomes
unconditional.

Trading income from M.R.G. Systems Limited, is representing amounts receivable for work undertaken
and goods sold during the year, exclusive of Value Added Tax.

Sale of current asset investments: This is recognised on the sale becoming unconditional.

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discounts estimated cash receipts through the
expected life of the financial assets to that asset’s net carrying amount.

Dividend income from investments is recognised when the Company’s rights to receive payment have
been established.

Foreign currency translation
Transactions in foreign currency are recorded at the rates of exchange prevailing on the dates of the
transactions. At each statement of financial position date, monetary assets and liabilities that are denominated
in foreign currencies are retranslated at the rates prevailing on the statement of financial position date. Any gains
or losses arising on translation are taken to the income statement.

Plant and equipment
Fixtures, fittings and motor vehicles are stated at cost less accumulated depreciation and any accumulated
impairment losses. Depreciation is provided at rates calculated to write off the cost of plant and equipment
less their residual value, over their expected useful lives. The rates used across the Group are as follows;

Fixtures and equipment
Motor vehicles

10% – 33%
20%

Straight line
Straight line

The gain or loss arising on the disposal or retirement of an item of plant and equipment is determined as the
difference between the sales proceeds and the carrying amount of the asset and is recognised in the income
statement.

Impairment of property, plant and equipment
At each statement of financial position date, the Group reviews the carrying amounts of its property, plant and
equipment to determine whether there is any indication that those assets have suffered an impairment loss. If
any such indication exists the recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the
Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of
an asset is estimated to be less than the carrying amount of the asset is reduced to its recoverable amount.
An impairment loss is recognised immediately in the income statement, unless the relevant asset is carried at
a revalued amount, in which case the impairment loss up to value of previous revaluation is treated as a
revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised
estimate of its recoverable amount, so that the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been recognised for the asset in prior years.
A reversal of an impairment loss is recognised immediately in the income statement, unless the relevant asset
is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation
increase.

Panther Securities P.L.C.

Leasing
All leases are operating leases.

The Group as lessor
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease.
Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount
of the leased asset and recognised on a straight line basis over the lease term.

The Group as lessee
Rentals payable under operating leases are charged to profit or loss on a straight line basis over the term of
the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also
spread on a straight line basis over the lease term.

The accounting policy for investment properties describes the Group’s statement of financial position for
investment properties held under an operating lease.

Financial instruments
Financial assets and financial liabilities are recognised on the Group’s statement of financial position when the
Group becomes a party to the contractual provisions of the instrument.

Trade receivables
Trade receivables are initially recognised at fair value, and are subsequently measured at amortised cost using
the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised
in the income statement when there is objective evidence that the asset is impaired. The allowance recognised
is measured as the difference between the asset’s carrying amount and the present value of estimated future
cash flows discounted at the effective interest rate computed at initial recognition.

Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits.

Financial liabilities and equity
Financial liabilities and equity instruments issued by the Group are classified according to the substance of the
contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An
equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting
all of its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are set
out below.

Trade payables
Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using
the effective interest rate method.

Bank borrowings
Interest bearing bank loans and overdrafts are initially measured at fair value less any transaction fees such as
loan arrangement fees, and are subsequently measured at amortised cost, using the effective interest rate
method. Any difference between the proceeds and the settlement or redemption of borrowings is recognised
over the term of the borrowings.

Derivative financial instruments
Certain financial instruments are entered into by the Directors on behalf of the Group to hedge against interest
rate fluctuations. These include interest rate swaps, options, collar and caps. The Group does not hold or
issue derivatives for trading purposes. Such derivatives financial instruments are initially recognised at fair value
on the date at which a derivative contract is entered into and are subsequently remeasured at fair value at each
reporting date.

Panther Securities P.L.C.

Notes to the Consolidated Accounts continued
For the year ended 31 December 2013

Significant accounting policies continued
The Directors estimate the fair value annually for these financial instruments using the year end yield curve to
extract the markets estimate of future pricing for interest rates, this valuation is then considered alongside two
valuations obtained from banks (one being HSBC bank – the counterparty to these agreements) in deciding
the most appropriate value. This is an estimation and as such there is uncertainty to the fair value shown within
the accounts.

For derivatives that do not qualify for hedge accounting, any gains or losses arising from changes in fair value
are taken directly to the income statement for the year. None of the Group’s derivative financial instruments
qualify for hedge accounting.

Available for sale investments
Under IAS 39, these investments are carried at fair value and classified in the statement of financial position
as available for sale investments (shares). Fair values of these investments are based on quoted market prices
where available. The fair value of the available for sale investments in unquoted equity securities cannot be
measured reliably and they have therefore been measured at the lower of cost and net realisable value.
Movements in fair value are taken directly to equity. When these investments are considered impaired in
accordance with the requirements of IAS 39, the impairment losses are recognised in the income statement.
On realisation of the available for sale investments, the cumulative gain or loss previously recognised through
equity is reclassified from reserves to the income statement.

The Group has not designated any financial assets that are not classified as held for trading as financial assets
at fair value through the income statement. The available for sale investments represent investments in listed
and unquoted equity securities that offer the Group the opportunity for return through dividend income and
fair value gains. They have no fixed maturity or coupon rate. Those shares that are expected to be held for the
long term are shown as non-current assets and those that are held for short term are shown as current assets.

Impairment of available for sale investments
At each Statement of Financial Position date the Group reviews any decline in the fair value of available for sale
investments to determine whether there is any objective evidence that those assets are impaired. If the asset
is judged to be impaired the cumulative loss that had been recognised in other comprehensive income is
reclassified from equity to the Income Statement being the difference between the acquisition cost and the
current fair value, less any impairment loss for that financial asset previously recognised in the Income
Statement.

Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable
that the Group will be required to settle that obligation. Provisions are measured at the Directors’ best estimate
of the expenditure required to settle the obligation at the statement of financial position date, and are
discounted to present value where the effect is material.

Stock properties
Properties that are purchased for future sale are classified as stock properties. Stock properties are valued at
the lower of cost and net realisable value. Cost comprises the cost of the property, and those overheads that
have been incurred in bringing the stock properties to their present condition. Net realisable value represents
the estimated selling price less all estimated costs to be incurred in marketing, selling and distribution.

Inventories
Stock and work in progress has been valued at the lower of cost and net realisable value, after making due
allowance for obsolete and slow moving items.

Investments in associates
Associates are those entities in which the Group has the ability to exert significant influence, but not control,
over the financial and operating policies. Significant influence is presumed to exist when the Group holds
between 20 and 50 percent of the voting power, unless it can be shown otherwise, such as other stakeholders
having greater influence reducing the Groups influence so that it is not significant.

Panther Securities P.L.C.

Investments in associates are accounted for using the equity method and are recognised initially at cost. The
consolidated financial statements include the Group’s share of the profit or loss and other comprehensive
income. When the Group’s share of losses exceeds its interest (being equity interest and long term loans) in
an equity-accounted investee, the carrying amount of that interest is reduced to zero and the recognition of
further losses is discontinued.

Revenue and cost of sales
The Groups’ main operating segment is investment and dealing in property and securities. The majority of the
revenue, cost of sales and profit or loss before taxation being generated in the United Kingdom. The Group is
not reliant on any key customers.

M.R.G. Systems Limited is an operating business segment whose principal activity is that of electronic
designers, engineers and consultants. 74% of its revenues arose in the United Kingdom and 100% of its cost
of sales.

The split of assets, tax effect and cash flow of each segment is not shown as these are not material in relation
to M.R.G. Systems Limited.

Turnover arose as follows:

Rental income
Income from trading (M.R.G. Systems Limited)

Cost of sales arose as follows:

Cost of sales from rental income
Cost of sales from impairment of stock property
Cost of sales from trading (M.R.G. Systems Limited)

Profit/(loss) before income tax:

Profit/(loss) from investment and dealing in properties
Loss from trading (M.R.G. Systems Limited)

Loss for the year

The loss for the year is stated after charging:

Depreciation of tangible fixed assets – owned by the Group

Fees payable to the Group’s auditor for the audit of both the

parent company and the Group’s annual report and accounts

Fees paid to the Group’s auditor for other services:

The audit of the parent’s subsidiaries

Other services provided

2013
£’000

12,502
1,817

14,319

2013
£’000

2,592
259
834

3,685

2013
£’000

8,241
(86)

8,155

2013
£’000

127

2012
£’000

10,781
1,892

12,673

2012
£’000

2,202
683
1,021

3,906

2012
£’000

(4,436)
(197)

(4,633)

2012
£’000

134

Panther Securities P.L.C.

Notes to the Consolidated Accounts continued
For the year ended 31 December 2013

Staff costs

Staff costs, including Directors’ remuneration, were as follows:

Wages and salaries

Social security costs

Pension contributions

The average monthly number of employees, including Directors,

during the year was as follows:

Directors

Other employees

Directors remuneration

Emoluments for services as Directors

2013
£’000

1,475

158

1,688

2013
£’000

250

2012
£’000

1,426

172

1,637

2012
£’000

240

There are no Directors with retirement benefits accruing under money purchase pension schemes in respect
of qualifying services. Please refer to the Directors’ Report for information on the highest paid Director and in
respect of individual Directors emoluments.

Key management are those persons having authority and responsibility for planning, directing and controlling
the activities of the Group. In the opinion of the Board, the Group’s key management comprises the Executive
and Non-Executive Directors of Panther Securities P.L.C. Information regarding their emoluments is set out
below.

The following disclosures are in respect of employee benefits payable to the Directors of Panther Securities
P.L.C. across the Group and are thus stated in accordance with IFRS:

Short term employee benefits (salaries and benefits)

Investment income

Interest on bank deposits

Dividends from equity investments

2013
£’000

277

2013
£’000

2012
£’000

265

2012
£’000

Panther Securities P.L.C.

10. Finance costs

Interest payable on bank overdrafts and loans

Interest payable on finance lease liabilities*

2013
£’000

4,685

544

5,229

2012
£’000

4,466

—

4,466

* Investment properties held under operating leases have been treated as being held under finance leases in

accordance with IAS 40.

11.

Income tax credit
The charge for taxation comprises the following:

Current year UK corporation tax

Prior year UK corporation tax

Current year deferred tax credit

Income tax credit for the year

2013
£’000

319

(227)

990

1,082

2012
£’000

372

(206)

166

(1,851)

(1,685)

Domestic income tax is calculated at 23.25% (2012 – 24.5%) of the estimated assessable profit or loss for the
year. The future provision for deferred tax has been calculated on the basis of 20.0% (2012 – 23.25%).

The total charge for the year can be reconciled to the accounting profit or loss as follows;

Profit/(loss) before taxation

Profit/(loss) on ordinary activities before tax

multiplied by the average of the standard rate
of UK corporation tax of 23.25% (2012 – 24.5%)

Tax effect of expenses that are not deductible in

determining taxable profit/(loss)

Dividend income not allowable for tax purposes

Capital allowances for the year in excess of

depreciation

Non taxable movement in fair value of

investment properties

Non deductible movement in fair value of available

for sale investments (shares)

Non deductible movement in fair value of

financial instruments

Tax effect of non deductible loss in associate

Tax losses utilised

Disposal of properties or shares

Prior year UK corporation tax

Tax charge/(credit)

2013
£’000

8,155

2013
%

2012
£’000

(4,633)

2012
%

1,896

23.25

(1,135)

(24.5)

(3)

(53)

1.1

—

(0.6)

(13)

(58)

(1,002)

(12.3)

(750)

126

477

—

(269)

(227)

1,082

1.5

5.8

0.6

—

(3.3)

(2.8)

13.25

358

(2)

(206)

(1,685)

0.5

—

(1)

(16)

—

7.5

0.5

—

(4)

(36)

Panther Securities P.L.C.

Notes to the Consolidated Accounts continued
For the year ended 31 December 2013

12. Profit or loss attributable to members of the parent undertaking

Dealt with in the accounts of:

– the parent undertaking

– subsidiary undertakings

A reconciliation of parent company profit or loss is provided in note 30.

13. Dividends

Amounts recognised as distributions to equity holders in the period:

Final dividend for the year ended 31 December 2012 of 9p per

share (2011 of 9p per share)

Interim dividend for the year ended 31 December 2013 of 3p per

share (2012 of 3p per share)

2013
£’000

(385)

7,458

7,073

2013
£’000

1,518

516

2,034

2012
£’000

(6,516)

3,568

(2,948)

2012
£’000

1,518

506

2,024

The Directors recommend a payment of a final dividend for the year ended 31 December 2013 of 9p per share
(2012 – 9p), following the interim dividends paid on 29 November 2013 of 3p per share. The final dividend of
9p will be payable on 31 July 2014 to shareholders on the register at the close of business on 20 June 2014
(Ex dividend on 18 June 2014). The full dividend for the year ended 31 December 2013 is anticipated to be
12p per share.

The shareholders will have the option of a scrip dividend for the 2013 final dividend of 9p per share, with the
default option being cash.

14. Earnings per ordinary share (basic and diluted)

The calculation of profit per ordinary share is based on profit, after excluding non-controlling interests, being
a profit of £7,094,000 (2012 – loss of £2,898,000) and on 17,027,644 ordinary shares being the weighted
average number of ordinary shares in issue during the year (2012 – 16,869,000). There are no potential ordinary
shares in existence.

Panther Securities P.L.C.

15. Plant and equipment

Fixtures and
Equipment
£’000

Motor
Vehicles
£’000

Cost

At 1 January 2012

Additions

Disposals

At 1 January 2013

Additions

At 31 December 2013

Accumulated depreciation

At 1 January 2012

Depreciation charge for the year

Disposals

At 1 January 2013

Depreciation charge for the year

At 31 December 2013

Carrying amount

At 31 December 2013

At 31 December 2012

856

—

895

112

1,007

374

130

—

504

123

627

380

391

(8)

—

(5)

Total
£’000

884

(8)

925

112

1,037

395

134

(5)

524

127

651

386

401

Panther Securities P.L.C.

Notes to the Consolidated Accounts continued
For the year ended 31 December 2013

16.

Investment property

Fair value

At 1 January 2012

Additions

Disposals

Transferred to stock properties

Transferred from stock

Fair value adjustment on property held on operating leases

Revaluation decrease

At 1 January 2013

Additions

Disposals

Transferred to stock properties

Transferred from stock properties

Fair value adjustment on property held on operating leases

Revaluation increase

At 31 December 2013

Carrying amount

At 31 December 2013

At 31 December 2012

Investment

Properties

£’000

136,491

11,385

(405)

(500)

4,612

6,540

(4,967)

153,156

5,326

(1,790)

(253)

1,005

(2)

742

158,184

153,156

At 31 December 2013, £115,119,000 (2012 – £114,616,000) and £43,065,000 (2012 – £38,540,000) included
within investment properties relates to freehold and leasehold properties respectively.

On the historical cost basis, investment properties would have been included as follows:

Cost of investment properties

2013
£’000

114,716

2012
£’000

111,325

The Group has pledged £143,006,000 of investment property (2012 – £139,419,000) as security for the loan
facilities granted to the Group.

Costs relating to ongoing and potential developments are included in additions to investment properties and
in the year ended 31 December 2013 amounted to £42,000 (2012 – £13,000).

The Group did not have contractual obligations at the statement of financial position date to purchase
investment properties (2012 – £nil obligation at year end to purchase investment properties) but had a
commitment to spend £nil (2012 – £40,000) on developing investment property. At the year end deferred
consideration of £300,000 (2012 – £300,000) was payable.

The property rental income earned by the Group from its investment property, all of which is leased out under
operating leases, amounted to £12,258,000 (2012 – £10,139,000).

Panther Securities P.L.C.

Property valuations are complex, require a degree of judgement and are based on data some of which is
publicly available and some that is not. Consistent with EPRA guidance, we have classified the valuations of
our property portfolio as level 3 as defined by IFRS 13 Fair Value Measurement. Level 3 means that the
valuation model cannot rely on inputs that are directly available from an active market; however there are
related inputs from auction results that can be used as a basis. These inputs are analysed by segment in
relation to the property portfolio. All other factors remaining constant, an increase in rental income would
increase valuation, whilst an increase in equivalent nominal yield would result in a fall in value and vice versa.

In establishing fair value the most significant unobservable input is considered to be the appropriate yield to
apply to the rental income. This is based on a number of factors including financial covenant strength of the
tenant, location, marketability of the unit if it were to become vacant, quality of property and potential alternative
uses.

Yields applied across the core portfolio are in the range of 6.5% – 11.0% with the average yield being 9.0%.
Assuming all else stayed the same; a decrease of 1.0% in the average yield would result in an increase in fair
value of £17,400,000. An increase of 1.0% in the average yield would result in a corresponding decrease in
fair value.

The property valuations were all carried out internally by Directors, at 31 December 2013 and 2012, two of
whom are members of the Royal Institution of Chartered Surveyors (RICS). The valuation methodology was in
accordance with The RICS Appraisal and Valuation Standards (9th Edition – January 2014), which is consistent
with the required IFRS 13 methodology. IFRS 13 defines fair value as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date.

For some properties, valuation was based on an end development rather than investment income in order to
achieve highest and best use value. To get the valuation in this instance the end development is discounted
by profit for a developer and cost to build to get to base the estimated market value of investment.

The amount of unrealised gains or losses on investment properties is charged to the income statement as the
Movement in fair value of investment properties for 2013 this was a fair value gain of £742,000 (2012 – fair value
loss of £4,967,000). The amount of realised gains or losses is shown as the profit/(loss) on disposal of
investment properties within the income statement, for 2013 there was a realised gain of £385,000 (2012 –
£241,000).

Panther Securities P.L.C.

Notes to the Consolidated Accounts continued
For the year ended 31 December 2013

17. Subsidiaries

Details of the Company’s subsidiaries at 31 December 2013 are as follows;

Name of subsidiary

Country of
incorporation
and operation

Activity

Proportion of Proportion
of voting
power held
%

ownership
interest
%

Panther Trading Limited

Great Britain

Property

Panther (Dover) Limited (*)

Great Britain

Property

Panther Developments Limited

Great Britain

Property

Panther Shop Investments Limited

Great Britain

Property

Panther Shop Investments (Midlands) Limited Great Britain

Property

Panther Investment Properties Limited

Great Britain

Property

Panther (Bromley) Limited (***)

Great Britain

Property

Snowbest Limited

Great Britain

Property

Surrey Motors Limited (****)

Great Britain

Property

Westmead Building Company Limited (*)

Great Britain

Property

Multitrust Property Investments Limited

Great Britain

Property

Etonbrook Properties PLC

Great Britain

Non-trading

Northstar Property Investment Limited

Great Britain

Property

Panther (VAT) Properties Limited

Great Britain

Property

Northstar Land Limited

Great Britain

Property

London Property Company PLC

Great Britain

Dormant

Eurocity Properties PLC

Great Britain

Property

Eurocity Properties (Central) Limited (**)

Great Britain

Property

CJV Properties Limited (**)

Great Britain

Property

M.R.G. Systems Limited

Great Britain

Trading

Panther AL Limited

Great Britain

Property

Panther AL (VAT) Limited

Great Britain

Property

Melodybright Limited

Great Britain

Property

TRS Developments Limited

Great Britain

Property

Abbey Mills Properties Limited

Great Britain

Property

100

* – 100% subsidiaries of Panther Shop Investment (Midlands) Limited
** – 100% subsidiaries of Eurocity Properties PLC
*** – 100% subsidiary of Surrey Motors Limited
**** – 95% owned by Panther Securities P.L.C./5% owned by Panther (Bromley) Limited

All companies have a 31 December year end and have been included in the consolidated financial statements.

Panther Securities P.L.C.

18.

Investment in associate undertaking
The Group purchased 25%, being 150,000 ordinary shares of £1 each (newly issued share capital for cash)
in Wimbledon Studios Limited for £150,000 in August 2010. The company operates as an independent film
studio letting out sets and offices to media and television organisations. The entity operates out of a Group
wholly owned property for which a market rental has been agreed.

In accordance with IAS 28 (revised 2008) – Investments in Associates, the Group has equity accounted for its
share of the profits and losses and assets and liabilities of this entity.

The aggregated financial information of Wimbledon Studios Limited for the period ended 31 December 2013
is set out below:

Profit and loss account:

Revenue

Net loss for entity

Panther Securities P.L.C.’s share of net loss

Balance sheet:

Non-current assets

Current assets

Current liabilities

Net liabilities

Panther Securities P.L.C.’s share of net liabilities

2013
£’000

2,609

(832)

(208)

658

358

1,016

(2,632)

(1,616)

(404)

2012
£’000

2,051

(608)

(152)

420

365

785

(1,570)

(785)

(196)

In accordance with IAS 28 (revised 2008) Investment in Associates, where the Group’s share of losses in the
associate exceeds its equity investment, the carrying value of that equity investment is reduced to £nil and the
remaining loss is taken against any further long term interest that in substance forms part of the investors net
investment in the associate.

Accordingly, the £208,000 share of net loss referred to above has been allocated against the carrying value
of the £622,000 overdraft provided by the Group to the associate as noted below.

Group transactions with associate:

Rent receivable from associate recognised in year

Trade receivables and accrued income

Trade receivables and accrued income – overdue

Provision

Other receivables – overdraft facility drawn

Provision on overdraft

2013
£’000

501

1,330

1,208

(1,208)

622

(404)

2012
£’000

445

787

532

(632)

400

(196)

Panther Securities P.L.C.

Notes to the Consolidated Accounts continued
For the year ended 31 December 2013

19. Available for sale investments (shares)

Cost or valuation

At 1 January 2012

Additions

Disposals

Impairment on revaluation through income statement

Movement in fair value taken to equity

Realised fair value on disposal previously taken to equity

At 1 January 2013

Impairment on revaluation through income statement

Movement in fair value taken to equity

At 31 December 2013

Comprising at 31 December 2013:

At cost

At valuation/net realisable value

Carrying amount

At 31 December 2013

At 31 December 2012

Non-current
assets
£’000

2,597

356

(955)

(222)

(83)

1,761

(522)

(156)

1,083

529

554

1,083

1,761

The available for sale investments represent investments in listed and unquoted equity securities that offer the
Group the opportunity for return through dividend income and fair value gains. They have no fixed maturity or
coupon rate. The fair values of the listed securities are based on quoted market prices. The available for sale
securities carried at fair value are classified as level 1 in the fair value hierarchy specified in IFRS 13. The fair
value of available for sale investments in unquoted equity securities, which are not publically traded, cannot
be measured and have therefore been shown at cost. The valuation of the available for sale investments is
sensitive to stock exchange conditions.

Panther Securities P.L.C. holds 19.9% of the issued share capital of Beale PLC at the year end. This has been
treated as an investment rather than as an associate under IAS 28, since, apart from holding less than 20%
of the issued share capital, the Group does not have the ability to exercise significant influence.

Price risk
For the year ended 31 December 2013 if the average share price of the portfolio was 10% lower there would
be a further impairment charge in the year of £56,000 to the Income Statement and £nil of valuation
movements charged to equity. Corresponding gains would be seen for a 10% uplift.

20.

Inventories

Stock properties

2013
£’000

1,450

2012
£’000

2,714

The cost of stock properties recognised as expense and included in cost of sales amounted to £nil (2012 –
£nil). Impairments of £259,000 have been recognised against stock properties (2012 – £683,000).

The market value of stock properties is £2,965,000 (2012 – £4,310,000).

Panther Securities P.L.C.

£2,665,000 of stock properties at market value have been provided as security for the bank loan from HSBC
and Santander referred to in note 26.

The market value shown as at 31 December 2013 and 2012 were valued internally by the Directors. The stock
properties are held at the lower of cost and market value and as such any uplift is not recognised in the
accounts.

Trading stock

Inventories

2013
£’000

145

2012
£’000

263

Inventories relates to stock and work in progress for M.R.G Systems Limited’s trade of electronic designers,
engineers and consultants.

21. Capital commitments

Capital expenditure that has been contracted for but has not

been provided for in the accounts

The above relates to building works.

22. Trade and other receivables

Trade receivables

Bad debt provision

Other receivables

Corporation tax

Prepayments and accrued income

2013
£’000

—

2013
£’000

5,156

(2,470)

263

123

2,199

5,271

2012
£’000

3,894

(1,370)

336

—

1,669

4,529

The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
Net trade receivables are financial assets. The total of financial assets included within the financial statements
at amortised cost is £6,930,000 (2012 – £5,673,000) (which relates to £3,072,000 (2012 – £2,860,000)
included in the above and the Group’s cash or cash equivalents).

Debts are specifically provided once recovery becomes doubtful. The bad debt provision includes all material
doubtful debts that the directors are aware of.

Panther Securities P.L.C.

Notes to the Consolidated Accounts continued
For the year ended 31 December 2013

22. Trade and other receivables continued

Movement in allowance for doubtful debts
on trade receivables and cash and cash equivalents

Balance at 1 January 2012

Amount written off as uncollectable

Charge/(credit) to income statement

Balance at 1 January 2013

Amounts written off as uncollectable

Charge/(credit) to income statement

Balances at 31 December 2013

Trade
receivables
£’000

Cash and
Cash
Equivalents
£’000

Total
bad debt
provisions
£’000

851

(282)

801

1,370

(128)

1,228

2,470

117

—

(37)

—

(18)

968

(282)

764

1,450

(128)

1,210

2,532

The cash and cash equivalents balances provided against related to balances on account with Kaupthing
Singer and Friedlander before they went into administration. The Group at the statement of financial position
date had received 81.5p in the pound from an original balance of £343,000.

Amounts past due but not impaired:

Current debtors (rental)

Overdue (rental)*

MRG Systems Limited**

* More than one month

** Various terms up to 90 days

23. Other financial assets

2013
£’000

2,373

—

313

2,686

2012
£’000

2,297

—

227

2,524

Cash and cash equivalents
Cash and cash equivalents comprise of cash held by the Group and short-term bank deposits. The carrying
amount of these assets approximates their fair value.

Credit risk
The Group’s principal financial assets are bank balances/cash and debtors.

The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned
by international credit-rating agencies. Kaupthing Singer and Friedlander went into administration and some
of its balances are provided against (see note 22). Further information on the general Group’s credit risk is
detailed within the corporate governance section.

Panther Securities P.L.C.

24. Share capital

Allotted, called up and fully paid

17,186,287 (2012 – 16,869,000) ordinary shares of £0.25 each.

2013
£’000

4,297

2012
£’000

4,217

The Company has one class of ordinary shares which carry no fixed right to income.

During 2013 317,287 ordinary shares were issued in the period as a consequence of the scrip dividend.

25. Capital reserves

Share premium account

At 31 December

Capital redemption reserve

At 31 December

26. Bank loans

Bank loans due within one year

(within current liabilities)

2013
£’000

3,750

604

2013
£’000

3,170

2012
£’000

2,886

604

2012
£’000

140

Bank loans due within more than one year

68,760

68,857

(within non-current liabilities)

Total bank loans

Analysis of debt maturity

Trade and other payables**:

Bank loans repayable

On demand or within one year

In the second year

In the third year to the fifth year

After five years

71,930

68,997

2013
£’000
Interest*

—

1,806

1,731

1,033

4,618

2013
£’000
Capital

5,407

3,170

3,140

2013
£’000
Total

5,407

4,976

4,871

65,720

66,753

333

381

77,770

82,388

2012
£’000
Total

4,382

1,909

4,872

68,551

580

80,294

* based on the year end 3 month LIBOR floating rate – 0.542%, and bank rate of 0.50%

** Trade creditors, other creditors and accruals

In July 2011 the Group completed on a £75,000,000 facility, with HSBC and Santander, which they initially drew
down £60,000,000 the fixed term element. After drawing £2,800,000 in 2013 (2012 – £8,500,000 drawn) on
the revolving element of the facility the Group has £3,700,000 left undrawn at the year end.

The loan has repayments of £3,000,000 that are due on the third, and fourth anniversaries of drawdown and
is fully repayable in July 2016.

Panther Securities P.L.C.

Notes to the Consolidated Accounts continued
For the year ended 31 December 2013

26. Bank loans continued

The Natwest bank loan was £1,033,000 at the year end and is repayable over its life to September 2022.

Bank loans are secured by fixed and floating charges over the assets of the Group.

The estimate of interest payable is based on current interest rates and as such, is subject to change.

The Directors estimate the fair value of the Group’s borrowings, by discounting their future cash flows at the
market rate (in relation to the prevailing market rate for a debt instrument with similar terms). The fair value of
bank loans is not considered to be materially different to the book value. Bank loans are financial liabilities.

27. Deferred taxation

The following are the major deferred tax assets and liabilities recognised by the Group, and the movements
thereon, during the current and prior reporting periods.

Liability at 1 January 2012

Debit to equity for the year

Credit to profit and loss for the year

Asset at 1 January 2013

Credit to equity for the year

Debit to profit and loss for the year

Asset at 31 December 2013

Deferred taxation arises in relation to :

Deferred tax

Deferred tax liabilities:

Investment properties

Deferred tax assets:

Tax allowances in excess of book value

Available for sale investments (shares)

Derivative financial liability

Net deferred tax asset

Total
£’000

(151)

(26)

1,851

1,674

(990)

720

2012
£’000

2013
£’000

(3,193)

(3,775)

460

521

2,932

720

187

448

4,814

1,674

The aggregate amount of temporary differences associated with investments in subsidiaries, associates, and
interests in joint ventures, for which deferred tax liabilities may arise, have not been recognised.

The UK government has enacted future changes to the Corporation tax rate which was 23% from 1 April
2013, these further changes will result in a 2% reduction in April 2014 and another 1% reduction to a standard
rate of 20% in April 2015. As at 31 December 2013 the substantively enacted rate was 20% and this has been
used for the deferred tax calculation.

Panther Securities P.L.C.

28. Trade and other payables

Trade creditors

Social security and other taxes

Other creditors

Obligations under finance leases (see note 32)

Accruals and deferred income

2013
£’000

3,157

779

1,313

564

3,513

9,326

2012
£’000

2,650

687

1,064

562

3,051

8,014

Trade creditors and accruals comprise amounts outstanding for trade purchases and on-going costs.

The Directors consider that the carrying amount of trade payables approximates their fair value.

All trade and other payables are due within one year. Trade creditors and accruals are financial liabilities.

Liabilities included within the financial statements at amortised cost total £81,256,000 (2012 – £77,011,000)
(includes payables above and the long term and short term borrowings).

29. Derivative financial instruments

The main risks arising from the Group’s financial instruments are those related to interest rate movements.
Whilst there are no formal procedures for managing exposure to interest rate fluctuations, the Board continually
reviews the situation and makes decisions accordingly. Hence, the Company will, as far as possible, enter
into fixed interest rate swap arrangements. The purpose of such transactions is to manage the interest rate
risks arising from the Group’s operations and its sources of finance.

2013
Rate

7.06%

6.63%

Bank loans
Interest is charged as to:

Fixed/Hedged

HSBC Bank plc*

HSBC Bank plc**

Unamortised loan
arrangement fees

Floating element

HSBC Bank plc

Natwest Bank plc

2013
£’000

35,000

25,000

(433)

11,300

1,033

71,900

2012
£’000

35,000

25,000

(683)

8,500

1,180

68,997

2012
Rate

7.06%

6.63%

Bank loans totalling £60,000,000 (2012 – £60,000,000) are fixed using interest rate swaps removing the Group
exposure to fair value interest rate risk. Other borrowings are arranged at floating rates, thus exposing the
Group to cash flow interest rate risk.

Panther Securities P.L.C.

Notes to the Consolidated Accounts continued
For the year ended 31 December 2013

29. Derivative financial instruments continued

Financial instruments for Group and Company
The derivative financial assets and liabilities are designated as held for trading.

Derivative Financial Liability

Interest rate swap

Net fair value gain/(loss) on
derivative financial assets

Hedged
amount
£’000

35,000

25,000

Duration
of contract
remaining
‘years’

24.69

7.92

Average
rate

5.06%

4.63%

2013
Fair
value
£’000

2012
Fair
value
£’000

(10,599)

(14,504)

(4,063)

(6,201)

(14,662)

(20,705)

6,043

(777)

* Fixed rate came into effect on 1 September 2008. Rate includes 2% margin. The contract includes mutual

breaks, the first one being on 23 November 2014 (and every 5 years thereafter).

** This arrangement came into effect on 1 December 2011 when HSBC exercised an option to enter the
Group into this interest swap arrangement. The rate shown includes a 2% margin. This contract includes
a mutual break on the fifth anniversary and its duration is until 1 December 2021.

Interest rate derivatives are shown at fair value in the income statement, and are classified as level 2 in the fair
value hierarchy specified in IFRS 13.

The vast majority of the derivative financial liabilities are due in over one year and therefore they have been
disclosed as all due in over one year.

The above fair values are based on quotations from the Group’s banks and Directors’ valuation.

Interest rate risk
For the year ended 31 December 2013, if on average the 3 month LIBOR over the year had been 100 basis
points (1%) higher with all other variables held constant, under the financing structure in place at the year end,
profit before tax for the year would have been approximately £110,000 lower (2012 – larger loss by £97,000).
This analysis excludes any affect this rate adjustment might have on expectations of future interest rates
movements which is likely to affect the estimation of the fair value of the derivative financial assets/liabilities (as
this movement would also be shown within the income statement affecting post-tax profit or loss), but indicates
the likely cash saving/(cost) a 100 basis points (1%) movement would have had for the Group.

Treasury management
The long-term funding of the Group is maintained by three main methods, all with their own benefits. The
Group has equity finance, has surplus profits and cash flow which can be utilised, and also has loan facilities
with financial institutions. The various available sources provide the Group with more flexibility in matching the
suitable type of financing to the business activity and ensure long-term capital requirements are satisfied.
Please also see the Financial Risk management: Objectives, policies and processes for managing risk, of the
Corporate Governance Report.

Panther Securities P.L.C.

30. Parent company profit and loss account

As permitted under Section 408 of the Companies Act 2006, no income statement is presented for the parent
company.

Reconciliation of parent company profit and loss

Profit/(loss) of parent company before intercompany adjustments

Add: Write off of intercompany debt (removed on consolidation)

Add: Impairment of investment in subsidiary/associate (removed

on consolidation)

Less: intercompany dividends (removed on consolidation)

Loss attributable to members of the Parent undertaking as per

2013
£’000

5,984

1,175

180

(7,724)

2012
£’000

(651)

400

—

(6,265)

note 12

(385)

(6,516)

31. Contingent liabilities

There were no contingent liabilities at the year end.

32. Operating lease arrangements and obligations under finance leases

The Group as lessor
The Group rents out its investment properties under operating leases. Rental income for the Group is disclosed
in note 5. The Group paid rent under non-cancellable operating leases in the year of £732,000 (2012 –
£313,000).

The majority of these non-cancellable lease obligations are long leasehold investments in which the Group
receives a profit rent. These investments often have rents payable, often with a contingent element (for example
paying a proportion of collected rents), and a minimum rent obligation that is due to the superior landlord.

The average lease length is 78 years. The minimum rental payment obligations due under these operating
leases and anticipated rental income derived from these investments are shown below. The difference between
the rents payable in the year of £732,000 and the minimum for the year of £544,000 is related to the contingent
element only payable out of rents receivable.

Minimum future payments under non-cancellable operating leases
(Lessee)

Payable within one year

Payable between one year and five years

Payable in more than five years

2013
£’000

564

2,256

43,956

46,776

2012
£’000

562

2,248

45,926

48,736

Panther Securities P.L.C.

Notes to the Consolidated Accounts continued
For the year ended 31 December 2013

32. Operating lease arrangements and obligations under finance leases continued

Anticipated rental income derived under non-cancellable operating leases
(Lessor)

Payable within one year

Payable between one year and five years

Payable in more than five years

2013
£’000

3,161

12,644

247,887

263,692

2012
£’000

3,055

12,220

238,781

254,056

Obligations under finance leases
Investment property held under an operating lease is initially accounted for as if it were a finance lease,
recognising as an asset and a liability the present value of the minimum lease payments due by the group to
the freeholder. Subsequently and as described in accounting policies, the fair value model of accounting for
investment property is applied to these interests.

Obligations under finance leases due within one year

(included within current liabilities)

Obligations under finance leases due within one to five years

Obligations under finance leases due in more than five years

(included within non-current liabilities)

Total obligations under finance leases

2013
£’000

564

1,871

5,150

7,021

7,585

2012
£’000

562

1,898

5,380

7,278

7,840

33. Events after the statement of financial position date

There were no material transactions after the statement of financial position date.

34. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties of the Company, have been
eliminated on consolidation and are not disclosed in this note.

The compensation of the Group’s key management personnel
Directors’ emoluments are shown in note 8 and the Directors’ Report.

is shown in note 8 to the accounts and

Note 18 details the Group’s transactions with its associate.

In respect of Wimbledon Studios Limited, in 2013 the Group provided a further loan of £222,000, this means
the total overdraft facility to the company is now £622,000. As discussed in note 18, the Groups £404,000
share of net liabilities has been allocated against the carrying value of the overdraft therefore showing a
receivable of £218,000.

At the Statement of Financial Position date, the Group was also owed rent and insurance of £955,000 and
£375,000 in relation to the rental of equipment and fixtures. All overdue debts have been fully provided against.

Included in other receivables Panther Securities P.L.C. has a loan to a director of Wimbledon Studios Limited
of £62,500, in order for them to be able to purchase their shareholding in that company. The loan is unsecured
for a maximum term of 3 years and attracts interest of 4% per annum. The fair value of this loan is assessed
to be the same as its carrying value.

35. Approval of financial statements

The financial statements were approved by the Board of Directors and authorised for issue on 29th April 2014.

Panther Securities P.L.C.

Parent Company Balance Sheet
Company number 293147

As at 31 December 2013

Notes

£’000

2013
£’000

£’000

2012
£’000

16,378

17,236

Fixed assets

Investments

Current assets

Debtors

Cash at bank and in hand

106,518

3,239

109,757

Creditors: amounts falling due within one year

(13,194)

Net current assets

Total assets less current liabilities

Creditors: amounts falling due after more

than one year

Derivative financial liability

Net assets

Capital and reserves

Called up Share Capital

Share Premium Account

Capital Redemption Reserve

Profit and Loss Account

Shareholders’ funds

96,563

112,941

(67,867)

(14,662)

30,412

4,297

3,750

604

21,761

30,412

105,278

2,396

107,674

(10,714)

96,960

114,196

(67,817)

(20,705)

25,674

4,217

2,886

604

17,967

25,674

The accounts were approved by the Board of Directors and authorised for issue on 29th April 2014. They were
signed on its behalf by:

A.S. Perloff
Chairman

Panther Securities P.L.C.

Parent Company Cash Flow Statement
For the year ended 31 December 2013

Net cash outflow from operating activities

Returns on investments and servicing of finance

Cash inflow from refinancing

Capital expenditure and financial investment

Tax paid

Equity dividends paid

Increase/(decrease) in cash in the year

Notes

Reconciliation of operating loss to net cash flow from

operating activities

Operating loss

Increase in debtors

(Decrease)/increase in creditors

Net cash outflow from operating activities

2013
£’000

(4,184)

3,329

2,800

—

(12)

(1,090)

843

2013
£’000

(2,424)

(1,240)

(520)

(4,184)

2012
£’000

(11,377)

2,128

8,031

699

—

(2,024)

(2,543)

2012
£’000

(1,631)

(10,088)

342

(11,377)

Panther Securities P.L.C.

Notes to the Parent Company Accounts
For the year ended 31 December 2013

36.

Accounting policies for the Parent Company
The Parent Company financial statements have been prepared in accordance with applicable accounting
standards in the United Kingdom.

36.1 Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention as modified by the
revaluation of derivatives and equity investments. The results of the Company’s operations are described in
the report of the Directors all of which are continuing.

In preparing the Financial Statements of the Parent Company the Directors have taken advantage of the
exemption offered under FRS 29 to disclose information in regard to the Company’s financial instruments as
they are included in the Consolidated Financial Statements of the Group.

36.2 Revenue recognition

Turnover comprises:

(1)

(2)

(3)

(4)

Rental income from tenancy occupied properties net of Value Added Tax where appropriate: The income
is recognised on an arising basis.

Sale of stock properties: This is recognised on the date that exchange of contracts becomes
unconditional.

Dividend income from investments is recognised when the Company’s rights to receive payment have
been established.

36.3 Deferred taxation

Deferred tax is provided for on a full provision basis on all timing differences which have arisen but not reversed
at the balance sheet date. A deferred tax asset is not recognised to the extent that the transfer of economic
benefit in the future is uncertain. Any assets and liabilities recognised have not been discounted.

36.4 Derivative financial instruments

The Company uses derivative financial instruments, such as interest rate swaps, to hedge its risks associated
with interest rate fluctuations. The Company does not hold or issue derivatives for trading purposes. Such
derivative financial instruments are initially recognised at fair value on the date at which a derivative contract
is entered into and are subsequently remeasured at fair value at each reporting date. For derivatives that do
not qualify for hedge accounting, any gains or losses arising from changes in fair value are taken directly to
the profit and loss account for the year. None of the Company’s derivative financial instruments qualify for
hedge accounting.

36.5 Investments

Investments in subsidiaries undertakings are stated at cost less any provisions for impairment.

Under FRS 26, equity investments are carried at fair value and classified in the balance sheet as investments.
Fair values of these investments are based on quoted market prices where available. The fair value of the
investments in unquoted equity securities cannot be measured reliably and they have therefore been measured
at the lower of cost and net realisable value. Movements in fair value are taken directly to equity. When these
investments are considered impaired in accordance with the requirements of FRS 26, the impairment losses
are recognised in profit and loss. On realisation of the investments, the cumulative gain or loss previously
recognised through equity is reclassified from reserves in the profit and loss.

The Company has not designated any financial assets that are not classified as held for trading as financial
assets at fair value through the profit and loss. The investments represent investments in listed and unquoted
equity securities that offer the Company the opportunity for return through dividend income and fair value
gains. They have no fixed maturity or coupon rate. Those shares that are expected to be held for the long term
are shown as non-current assets and those that are held for short term are shown as current assets.

Panther Securities P.L.C.

Notes to the Parent Company Accounts continued
For the year ended 31 December 2013

37. Fixed asset investments

Shares in
Group
undertakings
£’000

Associate
undertaking
£’000

Other
investments
£’000

Total
£’000

Cost or valuation

At 1 January 2013

15,325

Impairment through income

statement

Movement in fair value taken

to equity

(30)

—

At 31 December 2013

15,295

Investments:

Listed

Unlisted

—

15,295

150

(150)

—

The above investments are shown at market value where there is an active market for these shares.

For details of the Company’s subsidiaries at 31 December 2013, see note 17.

38. Debtors

Due within one year

Trade debtors

Corporation tax

2013
£’000

382

Amounts owed by Group undertakings

105,835

104,579

Other debtors

Prepayments and accrued income

218

472

106,518

105,278

For further details on the Company’s policy for debtors see note 22.

The total financial assets included within the financial statements of the Company at amortised cost are
£109,732,000 (2012 – £107,653,000) (which includes items within debtors above and the Company’s cash).

Panther Securities P.L.C.

1,761

17,236

(522)

(702)

(156)

1,083

554

529

1,083

(156)

16,378

554

15,824

16,378

2012
£’000

206

—

39. Creditors:

Amounts falling due within one year

Trade creditors

Amounts owed to Group undertakings

Bank loan

Social security and other taxes

Other creditors

Accruals and deferred income

2013
£’000

9,592

3,000

439

13,194

2012
£’000

10,151

—

393

10,714

For further details on the Company’s policy for creditors see note 28. Liabilities included within the financial
statements of the Company at amortised cost total £81,061,000 (2012 – £78,531,000) (includes certain items
within creditors shown above and the long term borrowings). Further information on the bank loan facility is
available in note 27.

40. Creditors:

Amounts falling due after more than one year

Bank loans

41. Deferred taxation

The following potential deferred taxation asset is not recognised:

Potential capital losses

Fair value of financial instruments

42. Called up share capital

Authorised

30,000,000 ordinary shares of £0.25 each

Allotted, called up and fully paid

17,186,287 (2012 – 16,869,000) ordinary shares of £0.25 each

2013
£’000

67,867

2012
£’000

67,817

2013
£’000

521

2,932

3,453

2013
£’000

7,500

4,297

2012
£’000

448

4,814

5,262

2012
£’000

7,500

4,217

The Company has one class of ordinary shares which carry no right to fixed income.

During 2013 317,287 ordinary shares were issued in the period as a consequence of the scrip dividend.

Panther Securities P.L.C.

Notes to the Parent Company Accounts continued
For the year ended 31 December 2013

43. Reserves

Balance at 1 January 2012

Loss for the year

Movement in fair value of equity investments

taken to equity

Realised fair value on disposal of equity

investments previously taken to equity

Dividend

Balance at 1 January 2013

Profit for the year

Movement in fair value of equity investments

taken to equity

Dividend

Balance at 31 December 2013

Share
premium
£’000

2,886

—

2,886

—

864

3,750

Capital
Redemption
£’000

604

—

604

—

604

Retained
earnings
£’000

20,657

(651)

(83)

(2,024)

17,967

5,984

(156)

(2,034)

21,761

Within retained earnings are unrealised gains of £nil and a deferred tax credit of £521,000 (2012 – unrealised
gains of £156,000 and a deferred tax credit of £448,000) reserves relating to fair value of available for sale
investments (shares).

44. Analysis of cash flows for line items in the cash flow statement

Returns on investments and servicing of finance

Interest received

Interest paid

Income from investments

Net cash inflow for returns on investments and servicing

of finance

Cash flows from refinancing

Payment of loan arrangement fees and associated costs

New loans received

Capital expenditure and financial investment

Purchase of fixed asset investments

Sale of fixed asset investments

Net cash inflow for capital expenditure

2013
£’000

(4,416)

7,739

3,329

—

2,800

—

2012
£’000

(4,194)

6,316

2,128

(469)

8,500

8,031

(356)

1,055

699

Panther Securities P.L.C.

44. Analysis of cash flows for line items in the cash flow statement continued

At
1 January
2013
£’000

Cash
flow
£’000

At
Non-
cash 31 December
2013
items
£’000
£’000

Net cash:

Cash at bank and in hand

2,396

843

—

3,239

Debt:

Due within one year

Due after more than one year

—

(67,817)

(65,421)

—

(2,800)

(1,957)

(3,000)

2,750

(250)

(3,000)

(67,867)

(67,628)

45. Other commitments

At 31 December 2013 the Company had annual commitments under non-cancellable operating leases as
follows:

Expiry date:

Between 1 and 5 years

46. Related party transactions

Land and buildings

2013
£’000

2012
£’000

The compensation of the Company’s key management personnel is shown in note 8 to the accounts and
Directors’ emoluments are also shown in note 8 and the Directors’ Report.

In respect of Wimbledon Studios Limited the Company provided a £622,000 (2012 – £400,000) overdraft
facility.

Included in other debtors Panther Securities P.L.C. has a loan to a director of Wimbledon Studios Limited of
£62,500 (2012 – £62,500), in order for them to be able to purchase their shareholding in that company. The
loan is unsecured for a maximum term of 3 years and attracts interest of 4% per annum. The fair value of this
loan is assessed to be the same as its carrying value.

There were no further related party transactions during the period other than dividends paid to directors who
hold ordinary shares in the Company.

47. Risk management

For information on the Company’s risk management please refer to the Director’s Report section of the Group
accounts.

Panther Securities P.L.C.

Notice of Annual General Meeting

Panther Securities P.L.C. and subsidiaries

Notice is hereby given that the 80th Annual General Meeting of Panther Securities P.L.C. will be held at Nexia Smith
& Williamson, 25 Moorgate, London EC2R 6AY on 18 June 2014 at 11.30 a.m. for the following purposes:–

As Ordinary Business
1.

To receive and adopt the Directors’ Report, Remuneration Report and Financial Statements for the year ended
31 December 2013.

To authorise the payment of a final dividend of 9.0p per ordinary share.

To re-elect (biographical details are available in the Corporate Governance report):

ii.

S. J. Peters who is retiring by rotation, as a Director.

J. T. Doyle who is retiring by rotation, as a Director.

To re-appoint the auditors Nexia Smith & Williamson and to authorise the Directors to determine their
remuneration.

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution of the Company:–

That for the purposes of section 551 Companies Act 2006 (and so that expressions used in this resolution shall
bear the same meaning as in the said section 551):

(i)

(ii)

(iii)

the Directors be and are generally and unconditionally authorised to allot equity securities (as defined in
section 560 of the Companies Act 2006) up to a maximum aggregate nominal amount of £2,400,000
to such persons and at such times and on such terms as they think proper during the period expiring
at the conclusion of the Annual General Meeting of the Company to be held in 2014 (unless previously
revoked or varied by the Company in general meeting); and

This authority shall (unless previously revoked or renewed) expire two years after the date of the passing
of this resolution.

this resolution revokes and replaces all unexercised authorities previously granted to the directors
pursuant to section 80 Companies Act 1985 but without prejudice to any allotment of shares or grant
of rights already made, offered or agreed to made pursuant to such authorities.

As Special Business
To consider, and, if thought fit, pass the following resolutions of which will be proposed as special resolutions:

That, subject to the passing of resolution 1 set out in the Notice convening this Meeting, the Directors are
empowered in accordance with section 571 Companies Act 2006 to allot equity securities (as defined in
section 560 Companies Act 2006) for cash, pursuant to the authority conferred on them to allot equity
securities (as defined in section 560 of the Act) by that resolution, as if section 561 (1) Companies Act 2006
did not apply to any such allotment, provided that the power conferred by this resolution shall be limited to:

(i)

the allotment of equity securities in connection with an issue or offering in favour of holders of equity
securities and any other persons entitled to participate in such issue or offering where the equity
securities respectively attributable to the interests of such holders and persons are proportionate (as
nearly as may be) to the respective number of equity securities held by or deemed to be held by them
on the record date of such allotment, subject only to such exclusions or other arrangements as the
Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical
problems under the laws or requirements of any recognised regulatory body or stock exchange in any
territory;

Panther Securities P.L.C.

(ii)

(iii)

the allotment (otherwise than pursuant to paragraph 2.1 above) of equity securities up to an aggregate
nominal value not exceeding £211,838; and

the power granted by this resolution, unless renewed, shall expire at the conclusion of the Annual General
Meeting of the Company to be held in 2015 but shall extend to the making, before such expiry, of an
offer or agreement which would or might require equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of such offer or agreement as if the authority conferred
hereby had not expired.

That the Company is generally and unconditionally authorised for the purpose of section 701 Companies Act
2006 to make market purchases (as defined in section 693 (4) of the said Act) of ordinary shares of 25p each
in the capital of the Company (“ordinary shares”) provided that the Company be and is hereby authorised to
purchase its own shares by way of market purchase upon and subject to the following conditions:–

(i)

(ii)

(iii)

The maximum number of shares which may be purchased is 2,500,000 ordinary shares;

The maximum price (exclusive of expense) at which any share may be purchased is the price equal to
5 per cent. above the average of the middle market quotations of an ordinary share as derived from the
London Stock Exchange Daily Official List for the five business days preceding the date of such purchase,
and the minimum price at which any share may be purchased shall be the par value of such share; and

The authority to purchase conferred by this Resolution shall expire at the conclusion of the next Annual
General Meeting of the Company provided that any contract for the purchase of any shares as aforesaid
which was concluded before the expiry of the said authority may be executed wholly or partly after the
said authority expires.

That the directors be authorised to make a payment of up to £17,500 by way of donation to the UK
Independence Party.

By order of the Board
S. J. Peters
Company Secretary

Deneway House
88-94 Darkes Lane
Potters Bar
Hertfordshire EN6 1AQ

Dated: 29th April 2014

Notes:
1.

Any member of the Company entitled to attend and vote at this meeting is also entitled to appoint a proxy to
attend and vote in his stead. Such a proxy need not also be a member of the Company.

A proxy form is enclosed. Completed forms must be deposited at the address shown on the form not later
than 48 hours before the meeting.

A statement of all transactions of each Director and his family interests in the share capital of the Company
will be available for inspection at the Company’s registered office during normal business hours from the date
of this notice up to the close of the Annual General Meeting and will be available for inspection at the place of
the Annual General Meeting for at least 15 minutes prior to and during the meeting.

No Director is employed under a contract of service.

Panther Securities P.L.C.

Ten Year Review

4
0
0
2

0
0
0
£

4
9
1
9

2
3
6
7

5
0
0
2

0
0
0
£

9
9
0
8

8
9
4
8

9
4
5
6
2

6
0
0
2

0
0
0
£

0
1
5
7

2
2
7
9

9
6
2
9

7
0
0
2

0
0
0
£

6
2
5
7

6
1
5
9

9
8
0
9

8
0
0
2

0
0
0
'
£

)

d
e
t
a
t
s
e
r
(

4
6
0
,
7

6
9
2
,
9

)

1
3
3
,
4
1

(

9
0
0
2

0
0
0
'
£

0
8
3
,
7

1
5
2
,
9

3
5
9
,
2

0
1
0
2

0
0
0
'
£

1
1
0
2

0
0
0
'
£

2
1
0
2

0
0
0
’
£

3
1
0
2

0
0
0
’
£

7
1
7
,
7

1
0
4
,
6

5
8
0
,
0
1

1
6
9
,
8

0
4
9
,
1
1

)

2
1
3
,
2

(

1
8
7
,
0
1

3
7
6
,
2
1

)

3
3
6
,
4

(

2
0
5
,
2
1

9
1
3
,
4
1

5
5
1
,
8

x
a
t

e
r
o
e
b

)
s
s
o

l
(

r
o
t
i
f

o
r
P

r
e
v
o
n
r
u
t
/
e
u
n
e
v
e
R

e
m
o
c
n

a
t
n
e
R

p
8

5
3

p
3
1
2
1

p
5

3
4

p
3
4
4

)

p
3
.
7
5

(

p
7
.
4
1

p
8
.
4
3

)

p
1
.
5

(

)

p
2
.
7
1

(

p
7
.
1
4

e
r
a
h
s

y
r
a
n
d
r
o
r
e
p

)
s
s
o

l
(

r
o

s
g
n
n
r
a
E

p
0
8

*
*
p
0
0
2

p
0

2
1

p
0
2
1

p
0
.
2
1

*
*
p
0
.
5
1

p
0
.
2
1

*
e
r
a
h
s

y
r
a
n
d
r
o

r
e
p
d
n
e
d
v
D

0
0
5
1
9

4
4
5

4
2

1
0
3
3
0
1

3
9
5
6
0
1

5
0
0
7
0
1

7
0
9
,
0
0
1

2
1
4
,
1
0
1

9
9
0
,
6
1
1

5
8
5
,
9
3
1

0
0
0
,
7
5
1

3
7
3
,
0
6
1

s
t
e
s
s
a
d
e
x
F

/
s
t
e
s
s
a

t
n
e
r
r
u
c

n
o
N

3
0
9
1
2

0
3
0

6
1

2
3
5
6
1

8
0
8
,
1
2

3
2
1
,
1
2

)

8
0
3
,
0
3

(

7
1
0
,
9

3
9
8
,
1

)
4
1
0
2
(

s
e
i
t
i
l
i

b
a

i
l

t
n
e
r
r
u
c

s
s
e

s
t
e
s
s
a

t
n
e
r
r
u
C

0
5
9
5
1
1

4
0
2
5
2
1

0
3
5
2
2
1

2
4
5
3
2
1

5
1
7
,
2
2
1

5
3
5
,
2
2
1

1
9
7
,
5
8

2
0
6
,
8
4
1

3
9
8
,
8
5
1

9
5
3
,
8
5
1

s
e
i
t
i
l
i

b
a

i
l

t
n
e
r
r
u
c

s
s
e

s
t
e
s
s
a

a
t
o
T

e
c
n
a
n
i
f

f
o
t
n
e
m
y
o
p
m
E

1
7
8

9
4

2
3
6
7
6

9
6
2

3
7

8
0
6
8
7

6
4
8
,
5
6

0
1
0
,
8
6

2
2
2
,
1
7

5
5
9
,
6
6

2
9
9
,
1
6

6
7
8
,
7
6

)

p
u
o
r
g

e
h
t

o
s
t
e
s
s
a

t
e
n

(

s
d
n
u

’
s
r
e
d
o
h
e
r
a
h
S

:
y
b
d
e
c
n
a
n
F

5
2
9

8
5

2
6
5
6
4

9
8
9

6
3

1
1
0
5
3

0
0
5
,
2
4

0
7
9
,
3
4

5
2
3
,
1

2
5
2
,
0
6

7
5
8
,
8
6

0
6
7
,
8
6

s
g
n
w
o
r
r
o
b
m
r
e
t
-
g
n
o
L

—

5
7
5

1
2
0
,
2
1

4
4
7
,
6

3
9
2
,
9

8
2
9
,
9
1

5
0
7
,
0
2

2
6
6
,
4
1

y
t
i
l
i

b
a

i
l

a
c
n
a
n

i
f

e
v
i
t
a
v
i
r
e
D

4
5
1
7

0
1
0

1
1

2
7
2
2
1

1
2
3
9

0
9
2
,
2

0
7
6
,
2

8
4
6
,
2

1
5
1

)

4
7
6
,
1

(

)
0
2
7
(

)
t
e
s
s
a
(
/
x
a
t
d
e
r
r
e
e
D

p
3
9
2

p
8
9
3

p
1
3
4

p
5
6
4

p
0
9
3

p
3
0
4

p
2
2
4

p
7
9
3

p
7
6
3

p
5
9
3

e
r
a
h
s

y
r
a
n
d
r
o
p
5
2

r
e
p
s
e
r
a
h
s

r
a
e
y

a
c
n
a
n

i
f

e
h
t

d
e
r
a
c
e
d
e
s
o
h
t

n
o
d
e
s
a
B

y
r
a
n
d
r
o
o
t
e
b
a
t
u
b
i
r
t
t
a
s
t
e
s
s
a
t
e
N

Panther Securities P.L.C.

d
n
e
d
v
d

a
c
e
p
s

s
e
d
u
c
n

*
*

Shareholder Notes

Panther Securities P.L.C.
Deneway House
88-94 Darkes Lane
Potters Bar
Hertfordshire EN6 1AQ
www.pantherplc.com